Signing Day Sports Enters into Common Stock Purchase Agreement with Tumim Stone Capital LLC to Support Strategic Opportunities and Future Growth Initiatives
06 Janvier 2024 - 1:36AM
Signing Day Sports, Inc. (“Signing Day Sports” or the
“Company”) (NYSE American: SGN), the developer of
the Signing Day Sports app and platform to aid high school athletes
in the recruitment process, today announced that it has entered
into a Common Stock Purchase Agreement (the “Purchase Agreement”)
with Tumim Stone Capital LLC (“Tumim”).
Under the Purchase Agreement, the
Company will have the right, under a committed equity financing
facility, to sell to Tumim the Company’s common stock from time to
time over the approximately 24-month term of the Purchase
Agreement, subject to certain limitations and the satisfaction of
certain conditions, including the filing and effectiveness of a
registration statement relating to resale of the shares (the
“Resale Registration Statement”) with the U.S. Securities and
Exchange Commission (the “SEC”) as required under the Purchase
Agreement and a Registration Rights Agreement between the Company
and Tumim (the “Registration Rights Agreement”).
Sales of common stock, and the timing
of any sales, are solely at the option of the Company and the
Company is under no obligation to sell securities under this
arrangement. The price, amount, and maximum number of shares sold
per sale will be determined by the terms of the Purchase
Agreement.
“We decided to enter into this
agreement with Tumim as we believe they have a strong fundamental
understanding of our business, and are an ideal strategic investor
to support any financial needs that may arise,” said Daniel Nelson,
Chief Executive Officer of Signing Day Sports. “We have no
immediate plans to raise capital following our successful IPO,
which resulted in gross proceeds of $6 million and net proceeds of
approximately $4.8 million. However, we believe this transaction
provides additional flexibility and capability to take advantage of
strategic opportunities and future growth initiatives if and when
they may arise.”
The Company expects to use net proceeds from any sales of common
stock under the Purchase Agreement for working capital and general
corporate purposes, including to support its future growth.
The issuance of the shares under the Purchase Agreement will not
be registered under the Securities Act of 1933, as amended (the
“Securities Act”), and will be issued in reliance on the exemption
from registration requirements thereof provided by Section 4(a)(2)
of the Securities Act and Regulation D promulgated thereunder. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of any
of the securities referred to in this press release in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction. Any offering of
the Company’s common stock under the Resale Registration Statement
referred to in this press release will be made only by means of a
prospectus.
Additional information regarding the
Purchase Agreement and the Registration Rights Agreement are
available in the Company’s Current Report on Form 8-K, which will
be filed with the SEC and made available at www.sec.gov and on the
Company’s website.
About Signing Day SportsSigning Day Sports' mission is to
help student-athletes achieve their goal of playing college sports.
Signing Day Sports' app allows student-athletes to build their
Signing Day Sports' recruitment profile, which includes information
college coaches need to evaluate and verify them through video
technology. The Signing Day Sports app includes a platform to
upload a comprehensive data set including video-verified
measurables (such as height, weight, 40-yard dash, wingspan, and
hand size), academic information (such as official transcripts and
SAT/ACT scores), and technical skill videos (such as drills and
mechanics that exemplify player mechanics, coordination, and
development). For more information on Signing Day Sports, go
to https://ir.signingdaysports.com/overview/default.aspx.
Forward-Looking StatementsThis press release contains
"forward-looking statements" that are subject to substantial risks
and uncertainties. All statements, other than statements of
historical fact, contained in this press release are
forward-looking statements. Forward-looking statements contained in
this press release may be identified by the use of words such as
"may," "could," "will," "should," "would," "expect," "plan,"
"intend," "anticipate," "believe," "estimate," "predict,"
"potential," "project" or "continue" or the negative of these terms
or other comparable terminology. These statements are only
predictions. You should not place undue reliance on forward-looking
statements because they involve known and unknown risks,
uncertainties and other factors, including without limitation, the
inability to satisfy all of the conditions in the Purchase
Agreement necessary to obligate Tumim to purchase the Company’s
shares; the inability of the Company to access the full $25,000,000
committed equity financing facility, or a substantial portion
thereof, due to the limitations in the Purchase Agreement, or
otherwise; the risks that the trading volume and price limitations
will limit the Company’s ability to access some or all of the
committed equity financing facility; the inability of the Company
to file the Resale Registration Statement with the SEC or the risk
that such Resale Registration Statement is never declared
effective, or it is declared effective later than expected, thereby
impacting the Company’s ability to utilize the committed equity
financing facility as desired; the Company's ability to obtain
additional funding to develop additional services and offerings,
market acceptance of the Company's offerings; competition from
existing online offerings or new offerings that may emerge; impacts
from strategic changes to our business on our net sales, revenues,
income from continuing operations, or other results of operations;
the Company's ability to attract new users and customers, increase
the rate of subscription renewals and slow the rate of user
attrition; the Company's ability and third parties' abilities to
protect intellectual property rights; the Company's ability to
adequately support future growth; the Company's ability to comply
with user data privacy laws and other current or anticipated legal
requirements; and the Company's ability to attract and retain key
personnel to manage its business effectively. These risks and
uncertainties are, in some cases, beyond our control and could
materially affect results. If one or more of these risks or
uncertainties occur, or if our underlying assumptions prove to be
incorrect, actual events or results may vary significantly from
those implied or projected by the forward-looking statements. No
forward-looking statement is a guarantee of future performance.
Forward-looking statements contained in this announcement are made
as of this date, and the Company undertakes no duty to update such
information except as required under applicable law.
Investor Contacts:Crescendo Communications,
LLC212-671-1020SGN@crescendo-ir.com
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