Filed Pursuant to Rule 424(b)(3)
Registration No. 333-271951
Prospectus Supplement No. 9 to Prospectus dated
November 13, 2023
Signing Day Sports, Inc.
Up to 2,214,548 shares of Common Stock
This Prospectus Supplement No. 9 (“Prospectus
Supplement No. 9”) relates to the Prospectus of Signing Day
Sports, Inc. (the “Registrant,” “we,” “us,” or “our”), dated November 13, 2023 (the “Prospectus”),
filed with the Securities and Exchange Commission (the “SEC”) on November 15,
2023 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, relating
to Amendment No. 7 to the Registrant’s Registration Statement
on Form S-1 filed with the SEC on October 24, 2023 (File No. 333-271951). Capitalized terms used in this Prospectus Supplement No. 9 and
not otherwise defined herein have the meanings specified in the Prospectus.
This
Prospectus Supplement No. 9 is being filed to include the information set forth in our Current Report on Form 8-K filed
with the SEC on March 6, 2024.
This
Prospectus Supplement No. 9 should be read in conjunction with the Prospectus, and also in conjunction with Prospectus Supplement No. 1 filed with the SEC on November 30, 2023, Prospectus Supplement No. 2 filed with the SEC on December 8, 2023, Prospectus Supplement No. 3 filed with the SEC on December 15, 2023, Prospectus Supplement No. 4 filed with the SEC on January 2, 2024, Prospectus Supplement No. 5 filed with the SEC on January 8, 2024, Prospectus Supplement No. 6 filed with the SEC on January 29, 2024, Prospectus Supplement No. 7 filed with the SEC on February 15, 2024, and Prospectus Supplement No. 8 filed with the SEC on February 29, 2024 (the “Prior
Supplements”), and is qualified by reference to the Prospectus and the Prior Supplements, except to the extent that the information
in this Prospectus Supplement No. 9 supersedes the information contained in the Prospectus and the Prior Supplements, and may not be delivered
without the Prospectus and the Prior Supplements.
Our shares of common stock are traded under the
symbol “SGN” on NYSE American LLC (“NYSE American”). On March 5, 2024, the last reported sale price of our common
stock on NYSE American was $0.59.
We are an “emerging growth company”
and a “smaller reporting company” under applicable federal securities laws, and, as such, we have elected to comply with certain
reduced public company reporting requirements for the Prospectus and other filings.
INVESTING IN OUR SECURITIES INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 14 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 9
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 9
is March 6, 2024.
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):
March 1, 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) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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.
Resignation
of Chief Operating Officer
On
March 1, 2024, David O’Hara notified the board of directors (the “Board”) of Signing Day Sports, Inc. (the “Company”)
of his resignation from his position as Chief Operating Officer, effective immediately. Mr. O’Hara’s resignation was
not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr. O’Hara also notified the Board that the Executive Employment Agreement, dated November 22, 2023, between Mr. O’Hara and
the Company (the “O’Hara Employment Agreement”), was terminated, effective immediately. Pursuant to the O’Hara
Employment Agreement, Mr. O’Hara had been employed as the Chief Operating Officer and Secretary
of the Company.
Appointment of
Principal Operating Officer
On March 4, 2024, the
Board approved the appointment of Trent Whitehead, Vice President of Human Resources, as Secretary of the Company and to address principal
operating functions of the Company that had been the responsibility of Mr. O’Hara as Chief Operating Officer prior to his resignation
as described above.
Under an
indemnification agreement between the Company and Mr. Whitehead in the Company’s standard form for officers or directors of the
Company, dated March 4, 2024 (the “Whitehead Indemnification Agreement”), the
Company agreed to indemnify Mr. Whitehead 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 Whitehead 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 Whitehead Indemnification
Agreement, and certain other indemnification and payment obligations. The Whitehead 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 Whitehead Indemnification Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the form of the Whitehead Indemnification
Agreement filed as Exhibit 10.1 to this report, which is incorporated herein by reference.
Mr. Whitehead, 63, has served as the Company’s
Vice President of Human Resources since March 2023. From June 2022 to March 2023, Mr. Whitehead was Director of Human Resources at Scottsdale
Christian Academy. From August 2015 to May 2022, Mr. Whitehead was High School Bible Department Chair and High School Bible Teacher for
Scottsdale Christian Academy. Mr. Whitehead also has more than 12 years of experience in previous human resources positions. Mr. Whitehead
obtained a M.S. in Industrial and Labor Relations from University of Wisconsin – Madison and a B.A. in Social Science and Employee
Relations International Studies from Michigan State University.
There are no family relationships
among Mr. Whitehead and any of the Company’s other executive officers or directors. There
are and have been no transactions in which Mr. Whitehead has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
Change to Chief
Executive Officer Compensation
On March 1, 2024, the
Compensation Committee of the Board approved an Amended and Restated Executive Employment Agreement, dated as of March 1, 2024, between
the Company and Daniel D. Nelson, Chief Executive Officer and Chairman of the Company (the “Amended and Restated Nelson Agreement”).
Pursuant to the Amended and Restated Nelson Agreement, the Executive Employment Agreement, dated as of November 22, 2023, between the
Company and Mr. Nelson (the “Original Nelson Agreement”), was amended to reduce Mr. Nelson’s annual base salary from
$425,000 to $200,000, effective March 1, 2024. No other terms of the Original Nelson Agreement were amended.
The
foregoing summary of the terms and conditions of the Amended and Restated Nelson Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Nelson Agreement
filed as Exhibit 10.2 to this report, which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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: March 6, 2024 |
SIGNING DAY SPORTS, INC. |
|
|
|
/s/ Daniel D. Nelson |
|
Name: |
Daniel D. Nelson |
|
Title: |
Chief Executive Officer |
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