false 0001898474 0001898474 2024-10-10 2024-10-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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) October 10, 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)

 

Registrant’s telephone number, including area code (480) 220-6814

 

 

 

(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, par value $0.0001 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On October 10, 2024, Signing Day Sports, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”). As of September 16, 2024, the record date for the Special Meeting, there were 18,117,686 shares of common stock, par value $0.0001 per share (“common stock”), issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 9,217,335 shares, or approximately 50.9%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of common stock are entitled to one vote for each share held. The proposals are described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on September 20, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated by reference herein. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting.

 

(i) A proposal to approve one or more amendments of the Company’s Second Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s common stock, at a ratio ranging from any whole number between 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-100, inclusive, as determined by the board of directors of the Company (the “Board”) in its discretion, subject to the Board’s authority to abandon such amendments. The proposal was approved as set forth below:

 

For  Against   Abstain   Broker Non-Votes 
5,738,525   3,478,810    0    0 

 

(ii) A proposal to approve an adjournment of the Special Meeting from time to time, to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposal in the event the Company does not receive the requisite stockholder vote to approve such proposal or to establish a quorum. The proposal was approved as set forth below:

 

For  Against   Abstain   Broker Non-Votes 
8,968,022   0    249,313    0 

 

1

 

 

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: October 10, 2024 Signing Day Sports, Inc.
   
  /s/ Daniel Nelson
  Name:  Daniel Nelson
  Title: Chief Executive Officer

 

2

 

v3.24.3
Cover
Oct. 10, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 10, 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, par value $0.0001 per share
Trading Symbol SGN
Security Exchange Name NYSE
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Signing Day Sports (AMEX:SGN)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024 Haga Click aquí para más Gráficas Signing Day Sports.
Signing Day Sports (AMEX:SGN)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024 Haga Click aquí para más Gráficas Signing Day Sports.