Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2024

SIGNING DAY SPORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41863		87-2792157
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8355 East Hartford Rd., Suite 100, Scottsdale, AZ		85255
(Address of principal executive offices)		(Zip Code)

(480) 220-6814

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SGN		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2024, Glen Kim, a member of the board of directors (the “Board”) of Signing Day Sports, Inc. (the “Company”), notified the Board of his resignation from the Board for personal reasons, effective immediately. Mr. Kim did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. As of the same date, the Independent Director Agreement between the Company and Mr. Kim, dated as of April 19, 2023, expired in accordance with its terms.

On February 12, 2024, the Board elected Peter Borish as a director of the Company. On the same date, the Board named Mr. Borish as Chairman of the Audit Committee of the Board, a member of the Compensation Committee of the Board, and a member of the Nominating and Corporate Governance Committee of the Board. Mr. Borish will serve as a director until his successor has been duly elected and qualified or his earlier death, resignation, disqualification, or removal.

There is no arrangement or understanding between Mr. Borish and any person pursuant to which he was selected as director. There are and have been no transactions in which Mr. Borish has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Under an Independent Director Agreement between the Company and Mr. Borish in the Company’s standard form, dated February 12, 2024 (the “Director Agreement”), Mr. Borish is entitled to an annual fee of $30,000 to be paid upon Mr. Borish’s attendance at four Board meetings held during or after the second quarter of each year, to be paid to Mr. Borish in four equal installments in a mutually agreed manner. In addition, the Company agreed to a grant of $30,000 of restricted stock to Mr. Borish, subject to the approval by the Company’s stockholders of an amendment to the Signing Day Sports, Inc. 2022 Equity Incentive Plan (the “Plan”) to increase the number of shares of the Company’s common stock, $0.0001 par value per share, available for grant under the Plan, and further subject to the approval of the Board or the Compensation Committee of the Board, as applicable. The Company also agreed to reimburse Mr. Borish for pre-approved reasonable business expenses incurred in good faith in connection with the performance of his duties for the Company.

Under an indemnification agreement between the Company and Mr. Borish in the Company’s standard form for officers or directors of the Company, dated February 12, 2024 (the “Indemnification Agreement”), the Company agreed to indemnify Mr. Borish to the fullest extent permitted by law. The Company shall also advance all expenses relating to any proceeding, other than proceedings by or in the right of the Company or any claim, issue or matter therein, within 30 days after the receipt by the Company of a statement requesting such advance and a written undertaking to repay any expenses advanced if it shall ultimately be determined that indemnification against such expenses is not permitted. Any advances and undertakings to repay shall be unsecured and interest free. The Indemnification Agreement also provides for payments by the Company for the entire amount of any judgment or settlement of any action, suit or proceeding in which it is liable or would be liable if joined in such action, subject to the other terms and provisions of the indemnification agreements, and certain other indemnification and payment obligations. The Indemnification Agreement also provides that if the Company maintains a directors’ and officers’ liability insurance policy, that the indemnitee will be covered by the policy to the maximum extent of the coverage available for any of the Company’s directors or executive officers.

The foregoing summary of the terms and conditions of the Director Agreement and the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Director Agreement and the form of Indemnification Agreement filed as Exhibit 10.1 and Exhibit 10.2 to this report, respectively, which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 14, 2024, the Company issued a press release announcing the addition of Peter Borish to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Form of Independent Director Agreement between Signing Day Sports, Inc. and each independent director (incorporated by reference to Exhibit 10.51 to the Registration Statement on Form S-1 filed on May 15, 2023)
10.2		Form of Indemnification Agreement between Signing Day Sports, Inc. and each officer or director (incorporated by reference to Exhibit 10.52 to the Registration Statement on Form S-1 filed on May 15, 2023)
99.1		Press Release dated February 14, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 14, 2024	SIGNING DAY SPORTS, INC.

	/s/ Daniel D. Nelson
	Name:	Daniel D. Nelson
	Title:	Chief Executive Officer

Exhibit 99.1

Signing Day Sports Announces Addition of Experienced Capital Markets Executive Peter Borish to Board of Directors

SCOTTSDALE, Ariz., February 14, 2024 -- 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 the addition of Peter Borish to the Signing Day Sports board of directors.

Peter Borish brings many years of experience in the fields of capital markets, strategic planning, leadership development, and management. Since January 2015, he has held the positions of Chairman and Chief Executive Officer of Computer Trading Corporation, an investment and advisory firm. Mr. Borish is also an independent director of CIBC Bank USA. From January 2013 to June 2020, Mr. Borish was chief strategist for Quad Group and its affiliates, aiding traders in improving their performance through coaching. He was also a founding partner at Tudor Investment Corporation, where he served as Director of Research for ten years. His career includes serving as Chairman of OneChicago Exchange, and as a Special Advisor to the Board of Directors of the Chicago Board of Trade. Earlier in his career, he worked at the Federal Reserve Bank of New York, and was a staff member of the U.S. Presidential Task Force on Market Mechanisms (Brady Commission) following the stock market decline in October 1987. Since 1991, he has been an Institute for Financial Markets (IFM) Trustee, serving as Chairman of the Board of Trustees from March 1992 to March 1998, and again from March 2004 to March 2014. Mr. Borish has also had roles as a founding trustee of the Robin Hood Foundation, an anti-poverty organization in New York City; founding board member of Math for America, a nonprofit organization; and an investor in Charitybuzz, an internet company that supports nonprofit organizations. Mr. Borish is a graduate of the University of Michigan where he received an AB in Economics and a Masters in Public Policy.

Daniel D. Nelson, Chairman of the board of directors and Chief Executive Officer of Signing Day Sports, commented, “It is with great honor that we welcome Peter Borish to the Signing Day Sports board. With a distinguished career, Peter has gained a wealth of experience in the investment and advisory sector, taking on a variety of roles and showcasing a versatile skill set. We believe that his deep understanding of the financial markets will be extremely beneficial to the Company following our recent IPO. Peter’s strategic insights and guidance will also be valuable as we aim to further develop our Signing Day Sports app and enrich our ecosystem for student-athletes. We believe his background will be of great value to the Company, and we look forward to adding Peter’s insights and perspectives to the Signing Day Sports team.”

Mr. Borish commented, “I am honored to join the board of directors of Signing Day Sports at this exciting time in the Company’s evolution. The opportunity to apply my years of experience to an innovative company like Signing Day Sports is incredibly exciting. These experiences have instilled in me a deep appreciation for the power of innovation and the importance of nurturing talent. I am eager to bring this expertise to bear given the opportunities that lie ahead for Signing Day Sports, particularly as we look to enhance the app and ecosystem for student-athletes. The potential to make a meaningful difference in the lives of young athletes, helping them to achieve their dreams, while fostering their development on and off the field, is a mission I am deeply passionate about. I look forward to working with the Signing Day Sports board to drive growth, innovation, and success.”

About Signing Day Sports

Signing 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 Statements

This 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, market acceptance of the Company’s current services and planned offerings, competition from existing online and retail 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, LLC

212-671-1020

SGN@crescendo-ir.com

Cover	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2024
Entity File Number	001-41863
Entity Registrant Name	SIGNING DAY SPORTS, INC.
Entity Central Index Key	0001898474
Entity Tax Identification Number	87-2792157
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8355 East Hartford Rd.
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	480
Local Phone Number	220-6814
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SGN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false