SGN Signing Day Sports Inc

 

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): June 13, 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.

 

Consulting Agreement with Interim Chief Financial Officer

 

On June 13, 2024, the Compensation Committee (the “Compensation Committee”) of the board of directors of the Company, approved a Consulting Agreement with Damon Rich, which was dated as of and entered into by the Company and Mr. Rich on June 14, 2024 (the “Rich Consulting Agreement”). Under the Rich Consulting Agreement, Mr. Rich will continue to provide the consulting services to the Company that Mr. Richas has provided as its Interim Chief Financial Officer since his appointment to this position as of April 19, 2024. Under the Rich Consulting Agreement, the Company will pay Mr. Rich $120 per hour for up to 120 hours per month of invoiced services. Pursuant to the Rich Consulting Agreement, on June 14, 2024, Mr. Rich was granted an award of 20,000 shares of restricted common stock under the Signing Day Sports, Inc. 2022 Equity Incentive Plan, as amended, or the Equity Incentive Plan (the “Plan”), which vested upon grant. The grant is subject to the Company’s standard form of restricted stock award agreement under the Plan. The Company will reimburse Mr. Rich for all reasonable expenses incurred by Mr. Rich directly related to the performance of services under the Rich Consulting Agreement. The Rich Consulting Agreement may be terminated by either party upon five days’ written notice.

 

Mr. Rich and the Company also entered into a Confidential Information and Inventions Assignment Agreement, executed on June 14, 2024 (the “Rich Confidentiality Agreement”), which prohibits unauthorized use or disclosure of the Company’s proprietary information, and contains a general assignment of rights to inventions and intellectual property rights, non-competition provisions that apply during the term of employment, non-solicitation provisions that apply during the term of employment and for one year after the term of employment, and non-disparagement provisions that apply during and after the term of employment.

 

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

 

Equity Grant to Chief Executive Officer

 

On June 13, 2024, the Compensation Committee granted an award of 200,000 shares of restricted common stock under the Plan to Daniel Nelson, the Chief Executive Officer and Chairman of the Company. The restricted shares are subject to the following vesting schedule: 50,000 of the restricted shares will vest on each of September 13, 2024, December 13, 2024, March 13, 2025, and June 13, 2025. The grant is subject to the Company’s standard form of restricted stock award agreement under the Plan.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
10.1†		Consulting Agreement, dated as of June 14, 2024, between Signing Day Sports, Inc. and Damon Rich
10.2		Confidential Information and Inventions Assignment Agreement, executed June 14, 2024, between Signing Day Sports, Inc. and Damon Rich
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: June 14, 2024	SIGNING DAY SPORTS, INC.
	/s/ Daniel D. Nelson
	Name:	Daniel D. Nelson
	Title:	Chief Executive Officer

 

 

2

Exhibit 10.1

 

Signing Day Sports, Inc.

8355 East Hartford Rd., Suite 100

Scottsdale, AZ 85255

support@signingdaysports.com

 

Mr. Damon Rich

3227 W Knudsen Dr.

Phoenix, AZ 85027

D.Rich@signingdaysports.com

 

Re: Consulting Agreement

 

Dear Damon:

 

This engagement letter (this “Agreement”), effective as of June 14, 2024 (the “Effective Date”), sets forth the terms and conditions pertaining to your retention by Signing Day Sports, Inc. (“we,” “us,” “our,” or the “Company”) as a consultant and the provision of the Services (as defined below) by you to us. Please indicate your acceptance of these terms and conditions by signing in the space designated below and returning this Agreement to my attention.

 

1.

Service Term. If you accept this engagement, we would like you to continue providing the Services (as defined below) that you acknowledge that you have provided to the Company during the period beginning on April 19, 2023 until this Agreement is terminated pursuant to Section 7 hereof (the “Service Term”).

 

2.

Services. You agree to provide us with the following services as an independent contractor in connection with your role as Interim Chief Financial Officer of the Company (the “Services”) during the Service Term:

 

(a) Develop and implement financial strategies aligned with the Company’s short-term and long-term goals;

 

(b) Oversee financial reporting and ensure regulatory compliance;

 

(c) Manage cash flow and mitigate financial risks and establish and monitor internal controls;

 

(d) Evaluate capital structure and financing options and assess and manage investment opportunities; and

 

(e) Provide services customary for an Interim Chief Financial Officer in companies comparable to the Company, as are reasonably assigned, delegated, and determined from time to time by the Company.

 

3.

Relationship of the Parties. The Company and you acknowledge and agree to the following:

 

(a) You do not have an employment relationship of any kind with the Company pursuant to this Agreement or any other agreement with us. You are an independent third-party service provider who the Company has contracted with to provide the Services.

 

 

(b) You shall accept any reasonable directions issued by the Company pertaining to the Services, but shall be solely responsible for the means and method of performing the Services. The Company shall not control the manner or means by which you perform the Services.

 

(c) This Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and the Company for any purpose.

 

(d) The Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, or obtaining worker’s compensation insurance on your behalf.

 

4.

Fees. In consideration of the Services, the Company will pay you $120.00 per hour of service provided, with the number of hours not exceeding 120 hours per month. You will invoice us monthly indicating the number of hours during the previous month that you worked for us, including a description of the work performed and the Company will pay you within thirty (30) calendar days upon receipt of your invoice.

 

5.

Business Expenses. The Company will reimburse you for reasonable out-of-pocket business expenses incurred by you and directly related to the Services described herein, provided that (i) such expenses are in accordance with the Company’s policies and procedures provided to you, (ii) any such expenses in excess of $500 are approved in advance by the Company, and (iii) you submit reasonable receipts or other appropriate documentation for such expenses. The Company shall pay the undisputed business expenses within five (5) business days after the Company’s receipt of an invoice or a receipt submitted by you.

 

6.

Stock Award. Subject to the approval of the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board, as applicable, you will be granted a restricted stock award (the “Restricted Stock”) of 20,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), under the Signing Day Sports, Inc. 2022 Equity Incentive Plan (as amended, the “Plan”), on the Effective Date or the date of such approval, whichever is later. The Restricted Stock will be subject to the terms and conditions applicable to restricted stock granted under the Plan, as described in the Plan and the applicable Restricted Stock Award Agreement (the “Restricted Stock Award Agreement”) and in accordance with applicable law. The Restricted Stock will become vested and exercisable immediately upon the date of grant. Notwithstanding the foregoing, the Company makes no representations or undertakings regarding the treatment of the Restricted Stock for purposes of Section 409A of the U.S. Internal Revenue Code (the “Code”) or any rule or regulation promulgated thereunder or any other section of the Code or any rule or regulation promulgated thereunder.

 

7.

Termination. This Agreement may be terminated by either party upon five (5) days advance written notice. Termination of this Agreement shall in no way affect our obligation to pay you any compensation if accrued through the date of termination or to reimburse you for any approved expenses incurred on our behalf through the date of termination. Each party’s obligations to perform under this Agreement shall terminate automatically upon the dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the other party’s property, assignment or trust mortgage for the benefit of creditors by the other party, the commencement of any proceeding under any bankruptcy, receivership or insolvency laws by the other party or, if the action is not dismissed within ninety (90) days, against the other party.

 

 

8.

Miscellaneous.

 

a)

During the Service Term, the Company shall provide you with reasonable access to its premises, materials, information, and systems to the extent necessary for the performance of the Services, including a Company email address.

 

b)

All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered three (3) days after being sent by prepaid certified or registered U.S. mail, one (1) day after being sent by overnight express courier to the address of the party to be noticed, or upon hand delivery or electronic mail delivery to the address or email address of the other party as indicated at the head of this Agreement.

 

c)

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof, except that notwithstanding anything to the contrary herein, that certain Indemnification Agreement, dated as of May 10, 2023, between the Company and you, shall not be superseded in any manner by this Agreement.

 

d)

No changes, modifications, or waivers to this Agreement will be effective unless in writing and signed by both parties.

 

e)

In the event that any provision hereof is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect and enforceable.

 

f)

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions of such state.

 

g)

Neither party may assign its rights or delegate its duties under this Agreement without the express prior written consent of the other party, which consent shall not be unreasonably withheld.

 

h)

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes.

 

As a term of this Agreement, you will be required to execute the attached Confidential Information and Inventions Assignment Agreement.

 

Please sign and date this letter and return it to us if you wish to accept this engagement on the terms described above.

 

 

We look forward to your favorable reply and to a productive and enjoyable work relationship.

 

Sincerely,

 

/s/ Daniel Nelson
Daniel Nelson Chief Executive Officer
Signing Day Sports, Inc.
Understood and Accepted:
/s/ Damon Rich		June 14, 2024
Damon Rich		Date

 

 

Attachment

 

Confidential Information and Inventions Assignment Agreement

 

 

 

Exhibit 10.2

 

CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

 

In consideration of the undersigned Consultant’s services or consultation or continued services or consultation by Signing Day Sports, Inc., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during the term of the Consultant’s services or consultation with Company, the Consultant agrees to the terms of this Agreement as follows:

 

1. Confidential Information Protections.

 

1.1 Nondisclosure; Recognition of Company’s Rights. At all times during and after the term of the Consultant’s services or consultation, the Consultant will hold in confidence and will not disclose, use, lecture upon, or publish any of Company’s Confidential Information (defined below), except (i) as may be required in connection with the Consultant’s work for Company, (ii) as expressly authorized by an authorized officer of Company at the direction of the Board of Directors of Company; or (iii) as required or permitted to be disclosed pursuant to Rule 21F-17(a) under the Securities Exchange Act of 1934, as amended, or other applicable law, legal process or government regulation, provided, however, that prior to any disclosure of confidential information as required by such applicable law, the Consultant shall, to the extent such applicable law so permits, use the Consultant’s best efforts to advise Company in advance of the Consultant’s making any such permitted or required disclosure and cooperate with Company in order to afford Company a reasonable opportunity to take any legally-permissible actions to contest, limit, remove the basis for, or otherwise address such disclosure in connection with the Consultant’s work for Company. Except as provided above, the Consultant will obtain the written approval of an authorized officer of Company before publishing or submitting for publication any material (written, oral, or otherwise) that relates to the Consultant’s work at Company and/or incorporates any Confidential Information. Except as otherwise provided by applicable law the Consultant hereby assigns to Company any rights the Consultant may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.

 

1.2 Confidential Information. The term “Confidential Information” shall mean any and all confidential knowledge, data or information related to Company’s business or its actual or demonstrably anticipated research or development, including without limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, services, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of Company’s employees, contractors, and any other service providers of Company; and (d) the existence of any business discussions, negotiations, or agreements between Company and any third party.

 

1.3 Third Party Information. The Consultant understands that Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During and after the term of the Consultant’s services or consultation, the Consultant will hold Third Party Information in strict confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, Third Party Information, except in connection with the Consultant’s work for Company or unless expressly authorized by an officer of Company in writing.

 

1.4 No Improper Use of Information of Prior Services and Others. The Consultant represents that the Consultant’s services or consultation by Company does not and will not breach any agreement with any former services or consultation, including any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by me prior to the Consultant’s services or consultation by Company. The Consultant further represents that the Consultant has not entered into, and will not enter into, any agreement, either written or oral, in conflict with the Consultant’s obligations under this Agreement. During the term of the Consultant’s services or consultation by Company, the Consultant will not improperly make use of, or disclose, any information or trade secrets of any former services or consultation or other third party, nor will the Consultant bring onto the premises of Company or use any unpublished documents or any property belonging to any former services or consultation or other third party, in violation of any lawful agreements with that former services or consultation or third party. The Consultant will use in the performance of the Consultant’s duties only information that is generally known and used by persons with training and experience comparable to the Consultant’s own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by Company.

 

 

2. Inventions.

 

2.1 Definitions. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed above. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country. The term “Moral Rights” means all paternity, integrity, disclosure, withdrawal, special and any other similar rights recognized by the laws of any jurisdiction or country.

 

2.2 Prior Inventions. The Consultant has disclosed on Exhibit A, a complete list of all Inventions that (a) the Consultant has, or the Consultant has caused to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of the Consultant’s services by Company; (b) in which the Consultant has an ownership interest or which the Consultant has a license to use; (c) and that the Consultant wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in Exhibit A or if the Consultant has not completed Exhibit A, the Consultant warrants that there are no Prior Inventions. The Consultant agrees that the Consultant will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined below) without Company’s prior written consent. If, in the course of the Consultant’s services with Company, the Consultant incorporates a Prior Invention into a Company process, machine or other work, the Consultant hereby grants Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention.

 

2.3 Assignment of Company Inventions. Inventions assigned to Company or to a third party as directed by Company pursuant to the subsection titled Government or Third Party are referred to in this Agreement as “Company Inventions.” Subject to the subsection titled Government or Third Party and except for Inventions that the Consultant can prove qualify fully under the provisions of California Labor Code section 2870 and the Consultant has set forth in Exhibit A, the Consultant hereby assigns and agrees to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all the Consultant’s right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the term of the Consultant’s services by Company. Any assignment of Inventions (and all Intellectual Property Rights with respect thereto) hereunder includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Company and to the extent the following is allowed by the laws in any country where Moral Rights exist, the Consultant hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against Company or related to Company’s customers, with respect to such rights. The Consultant further acknowledges and agrees that neither Consultant’s successors-in-interest nor legal heirs retain any Moral Rights in any Inventions (and any Intellectual Property Rights with respect thereto).

 

2.4 Obligation to Keep Company Informed. During the term of the Consultant’s services and for one (1) year after the Consultant’s services end, the Consultant will promptly and fully disclose to Company in writing (a) all Inventions authored, conceived, or reduced to practice by the Consultant, either alone or with others, including any that might be covered under California Labor Code section 2870, and (b) all patent applications filed by the Consultant or in which the Consultant is named as an inventor or co-inventor.

 

2.5 Government or Third Party. The Consultant agrees that, as directed by Company, the Consultant will assign to a third party, including without limitation the United States, all the Consultant’s right, title, and interest in and to any particular Company Invention.

 

2.6 Enforcement of Intellectual Property Rights and Assistance. During and after the term of the Consultant’s services and at Company’s request and expense, the Consultant will assist Company in every proper way, including consenting to and joining in any action, to obtain and enforce United States and foreign Intellectual Property Rights and Moral Rights relating to Company Inventions in all countries. The Consultant will execute any documents that Company may reasonably request for use in obtaining or enforcing such Intellectual Property Rights and Moral Rights. If Company is unable to secure the Consultant’s signature on any document needed in connection with such purposes, the Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as the Consultant’s agent and attorney in fact, which appointment is coupled with an interest, to act on the Consultant’s behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me. The Consultant’s obligations under this paragraph will continue beyond the termination of the Consultant’s services with Company, provided that Company will compensate me at a reasonable rate after such termination for time or expenses actually spent by the Consultant at Company’s request on such assistance.

 

 

2.7 Incorporation of Software Code. The Consultant agrees that the Consultant will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except as expressly authorized by Company or in strict compliance with Company’s policies regarding the use of such software.

 

3. Records. The Consultant agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by Company) of all Inventions made by the Consultant during the term of the Consultant’s services by Company, which records shall be available to, and remain the sole property of, Company at all times.

 

4. Additional Activities. The Consultant agrees that the Consultant will not (a) during the term of the Consultant’s services or consultation by Company, without Company’s express written consent, engage in any services, consultation, or business activity that is competitive with, or would otherwise conflict with the Consultant’s services or consultation by, Company; and (b) during the term of the Consultant’s services or consultation by Company and for one (1) year thereafter, the Consultant will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Company to terminate his, her or its relationship with Company in order to become an employee, consultant, or independent contractor to or for any other person or entity. Furthermore, the Consultant agrees that during the term of the Consultant’s services or consultation by Company and thereafter, the Consultant shall not disparage Company, any officer or director of Company or any affiliate or agent of Company.

 

5. Return Of Company Property. Upon termination of the Consultant’s services or consultation or upon Company’s request at any other time, the Consultant will deliver to Company all of Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Third Party Information or Confidential Information and certify in writing that the Consultant has fully complied with the foregoing obligation. The Consultant agrees that the Consultant will not copy, delete, or alter any information contained upon the Consultant’s Company computer or Company equipment before the Consultant return it to Company. In addition, if the Consultant has used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, the Consultant agrees to provide Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and the Consultant agrees to provide Company access to the Consultant’s system as reasonably requested to verify that the necessary copying and/or deletion is completed. The Consultant further agrees that any property situated on Company’s premises and owned by Company is subject to inspection by Company’s personnel at any time with or without notice. Prior to the termination of the Consultant’s services or consultation or promptly after termination of the Consultant’s services or consultation, the Consultant will cooperate with Company in attending an exit interview and certify in writing that the Consultant has complied with the requirements of this section.

 

6. General Provisions.

 

6.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state. The Consultant expressly consents to personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.

 

 

6.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

 

6.3 Survival. This Agreement shall survive the termination of the Consultant’s services or consultation and the assignment of this Agreement by Company to any successor or other assignee and shall be binding upon the Consultant’s heirs and legal representatives.

 

6.4 Services or Consultation. The Consultant agrees and understands that nothing in this Agreement shall give me any right to continued services or consultation by Company, and it will not interfere in any way with the Consultant’s right or Company’s right to terminate the Consultant’s services or consultation at any time, with or without cause and with or without advance notice.

 

6.5 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of the change to the other party.

 

6.6 Injunctive Relief. The Consultant acknowledges that, because the Consultant’s services are personal and unique and because the Consultant will have access to the Confidential Information of Company, any breach of this Agreement by me would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

 

6.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision on any other occasion.

 

6.8 Export. The Consultant agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, in violation of the United States export laws or regulations.

 

6.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

 

6.10 Entire Agreement. If no other agreement governs nondisclosure during the term of the Consultant’s services and consultation by Company as an independent contractor, the obligations pursuant to sections of this Agreement titled Confidential Information Protections shall apply. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior communications between us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and an authorized officer of Company. Any subsequent change or changes in the Consultant’s duties or compensation will not affect the validity or scope of this Agreement.

 

 

This Agreement shall be effective as of the first day of the Consultant’s services or consultation with Company.

 

	COMPANY:
	Signing Day Sports, Inc.
	By:	/s/ Daniel D. Nelson
		Name:	Daniel D. Nelson
		Title:	Chief Executive Officer
	Address:		8355 East Hartford Rd., Suite 100,
			Scottsdale, AZ 85255

 

	CONSULTANT:
	I have read, understand, and accept this agreement and have been given the opportunity to review it with independent legal counsel.
	/s/ Damon Rich
	(Signature)
	Damon Rich
	Name (Please Print)
	June 14, 2024
	Date
	Address:	3227 W Knudsen Dr.
		Phoenix, AZ 85027

 

 

Exhibit A

 

INVENTIONS

 

1. Prior Inventions Disclosure. The following is a complete list of all Prior Inventions (as provided in Subsection 2.2 of the attached Confidential Information and Inventions Assignment Agreement):

 

☒	None
☐	See immediately below:

 

A-1

v3.24.1.1.u2

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 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

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