UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Signing Day Sports, Inc., a Delaware corporation (the “Company”), on May 17, 2024, as amended on May 21, 2024, under a Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), the Company issued FirstFire a Common Stock Purchase Warrant, dated May 16, 2024 (the “Warrant”), which may be exercised to purchase of up to 28,646 shares of the Company’s common stock, par value $0.0001 per share (“common stock”), subject to the terms and conditions of the Warrant.
As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on November 18, 2024, the Company effected a 1-for-48 reverse stock split (the “Reverse Stock Split”) of common stock. In accordance with its terms, the Exercise Price (as defined by the Warrant) has been adjusted in proportion to the Reverse Stock Split ratio of one-for-forty-eight (1 for 48) from $0.30 to $14.40 per share, effective as of November 16, 2024.
On November 25, 2024, the Company delivered a letter (the “Reduced Exercise Price Offer”) to FirstFire containing an offer to voluntarily temporarily reduce the Exercise Price from the current applicable exercise price of $14.40 per share to $3.00 per share (the “Reduced Exercise Price”). On the same date, FirstFire accepted and executed the Reduced Exercise Price Offer. The Reduced Exercise Price Offer is subject to certain terms and conditions, including the following: (i) The Warrant may only be exercised at the Reduced Exercise Price on or prior to December 13, 2024; (ii) no adjustment to the number of shares issuable upon exercise of the Warrant will occur as a result of the Reduced Exercise Price Offer or any exercise of the Warrant according to its terms; (iii) the Reduced Exercise Price Offer will have no effect on the terms and conditions of the Redemption Agreement, dated as of August 12, 2024, between the Company and FirstFire (the “Redemption Agreement”), such that any exercise of the Warrant at the Reduced Exercise Price will reduce the Redemption Price (as defined by the Redemption Agreement) for the remaining unexercised portion of the Warrant by the same amount as would apply to an exercise of the Warrant at the initial Exercise Price of $14.40 per share; (iv) the Reduced Exercise Price Offer is conditioned on its approval by the Board of Directors of the Company; and (v) any anti-dilution rights under or applicable to the Warrant with respect to any “at the market offering” (as defined under Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”)), including, but not limited to, any such rights that may be provided for under Section 2 of the Warrant, shall be permanently waived.
The foregoing description of the terms and conditions of the Reduced Exercise Price Offer is qualified in its entirety by reference to the full text of the Reduced Exercise Price Offer, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
The offer of securities to FirstFire pursuant to the Reduced Exercise Price Offer and sale of restricted common stock pursuant to the exercise of the Warrant in accordance with the terms of the Reduced Exercise Price Offer is being conducted as a private placement pursuant to and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Offer of Voluntary Temporary Reduction of Exercise Price of Warrant, dated as of November 25, 2024, of Signing Day Sports, Inc. to FirstFire Global Opportunities Fund, LLC | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 26, 2024 | Signing Day Sports, Inc. | |
| /s/ Daniel Nelson | ||
| Name: | Daniel Nelson | |
| Title: | Chief Executive Officer | |
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