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) February 21, 2025

 

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 7.01 Regulation FD Disclosure.

 

On February 21, 2025, Signing Day Sports, Inc., a Delaware corporation (the “Company”), issued a press release to announce the filing of the audited financial statements of Dear Cashmere Group Holding Company, a Nevada corporation (“DRCR”), as of and for the fiscal years ended December 31, 2023 and 2022, and the unaudited financial statements of DRCR as of and for the nine months ended September 30, 2024 and 2023, as exhibits to a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2025, in connection with the Company’s entry into the Stock Purchase Agreement, dated as of January 28, 2025, among the Company, DRCR, James Gibbons, and Nicolas Link (the “Purchase Agreement”). 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) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

 

Forward-Looking Statements

 

The press release attached as Exhibit 99.1 hereto, the statements contained therein, and this Current Report on Form 8-K may include “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions.  Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including, without limitation, the Company’s ability to complete the acquisition of DRCR and integrate its business, the ability of the parties to the Purchase Agreement to obtain all necessary consents and approvals in connection with the acquisition, including clearance from The Nasdaq Stock Market LLC of an initial listing application and stockholder approval of the matters to be voted on at a stockholders’ meeting to approve matters required to be approved in connection with the Purchase Agreement, the Company’s ability to obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the Company’s current products and services and planned offerings, competition from existing online and retail offerings or new offerings that may emerge, impacts from strategic changes to the Company’s business on its 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 to retain or obtain 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, and other risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press release dated February 21, 2025
104		Cover Page Interactive Data File (embedded with 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 21, 2025	Signing Day Sports, Inc.
	/s/ Daniel Nelson
	Name: Daniel Nelson
	Title: Chief Executive Officer

 

 

2

Exhibit 99.1

 

 

 

Signing Day Sports Files Audited Financial Statements for 2023 and 2022, Along With Unaudited Financial Statements for the Nine Months Ending September 30, 2024 and 2023, for Dear Cashmere Group Holding Company (d/b/a Swifty Global), and Pro Forma Financial Statements Related to Its Planned Acquisition of Swifty Global

 

SCOTTSDALE, Arizona, February 21, 2025 - 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 filing of the audited financial statements of Dear Cashmere Group Holding Company (OTC: DRCR), doing business as Swifty Global (“Swifty Global”), as of and for the fiscal years ended December 31, 2023 and 2022, and the unaudited financial statements of Swifty Global as of and for the nine months ended September 30, 2024 and 2023, as exhibits to a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2025 (the “Form 8-K”), in connection with the recently announced executed Stock Purchase Agreement (the “Purchase Agreement”) to acquire 99.13% of the issued and outstanding capital stock of Swifty Global.

 

In addition, the Company filed unaudited pro forma financial statements with the Form 8-K. The pro forma financial statements are intended to represent the combination of the financial position and results of Signing Day Sports and Swifty Global as of September 30, 2024 and for the year ended December 31, 2023 and the first nine months of 2024.

 

Highlights of Swifty Global for Fiscal Years 2023 and 2022:

 

●

Net gaming revenues were approximately $8.7 million for the fiscal year ended December 31, 2023, compared to approximately $2.4 million for the comparable 2022 period.

 

●

Operating expenses were approximately $5.9 million for the fiscal year ended December 31, 2023, compared to approximately $2.0 million for the comparable 2022 period.

 

●

Income from operations was approximately $2.9 million for the fiscal year ended December 31, 2023, compared to approximately $0.4 million for the comparable 2022 period.

 

●

Net income was approximately $2.4 million for the fiscal year ended December 31, 2023, compared to approximately $0.4 million for the comparable 2022 period.

 

Highlights of Swifty Global for the Nine Months Ended September 30, 2024 and 2023:

 

●

Net gaming revenue was approximately $5.1 million for the nine months ended September 30, 2024, compared to approximately $6.9 million for the comparable 2023 period.

 

 

●

Operating expenses were approximately $4.5 million for the nine months ended September 30, 2024, compared to approximately $6.4 million for the comparable 2023 period.

 

●

Income from operations was approximately $0.6 million for the nine months ended September 30, 2024, compared to approximately $0.5 million for the comparable 2023 period.

 

●

Net income was approximately $0.6 million for the nine months ended September 30, 2024, compared to approximately $0.4 million for the comparable 2023 period.

 

Pro Forma Combined Financial Highlights for Fiscal Year 2023:

 

●

Pro forma combined total net revenues were approximately $9.0 million for the fiscal year ended December 31, 2023.

 

●

Pro forma combined cost of revenues was approximately $0.04 million for the fiscal year ended December 31, 2023.

 

●

Pro forma combined gross profit was approximately $9.0 million for the fiscal year ended December 31, 2023.

 

●

Pro forma combined total operating expense was approximately $10.9 million for the fiscal year ended December 31, 2023.

 

●

Pro forma combined net loss from operations was approximately $1.9 million for the fiscal year ended December 31, 2023.

 

●

Pro forma combined net loss was approximately $3.0 million for the fiscal year ended December 31, 2023.

 

Pro Forma Combined Financial Highlights for the Nine Months Ended September 30, 2024:

 

●

Pro forma combined total net revenues were approximately $5.6 million for the nine months ended September 30, 2024.

 

●

Pro forma combined cost of revenues was approximately $0.2 million for the nine months ended September 30, 2024.

 

●

Pro forma combined gross profit was approximately $5.5 million for the nine months ended September 30, 2024.

 

 

●

Pro forma combined total operating expense was approximately $9.4 million for the nine months ended September 30, 2024.

 

●

Pro forma combined net loss from operations was approximately $3.9 million for the nine months ended September 30, 2024.

 

●

Pro forma combined net loss was approximately $4.8 million for the nine months ended September 30, 2024.

 

Swifty Group’s historical financial statements and the pro forma combined financial statements are filed as Exhibits 99.2 and 99.3 and Exhibit 99.4 to the Form 8-K, respectively. To review these financial statements, please refer to the Form 8-K, which is available at the SEC’s website at www.sec.gov.

 

The unaudited pro forma condensed combined financial statements of the Company and Swifty Global are not intended to represent or be indicative of the financial position or results of operations in future periods or the results that actually would have been realized had the Company and Swifty Global been a combined company during the specified periods. The pro forma adjustments are based on the information available at the date of the Form 8-K, with which they are filed, and reflect preliminary estimates of purchase consideration and fair value of the net assets acquired. The unaudited pro forma condensed combined financial statements, including the footnotes that accompany them, which are filed as Exhibit 99.1 to the Form 8-K, are qualified in their entirety by reference to and should be read in connection with the historical consolidated financial statements of Swifty Global included as Exhibits 99.2 and 99.3 to the Form 8-K, and the historical consolidated financial statements of the Company as set forth in its Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 29, 2024, and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on November 14, 2024.

 

Daniel Nelson, CEO of Signing Day Sports, commented: “Taking this step is important to the shared goal of bringing this acquisition together. Together, we expect to push the boundaries of innovation between Swifty Global and Signing Day Sports, extend our reach in established and emerging markets, and deliver greater value to our customers and stakeholders.”

 

About Signing Day Sports, Inc.

 

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. For more information on Signing Day Sports, go to https://bit.ly/SigningDaySports.

 

 

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, the Company’s ability to complete the acquisition of Swifty Global and integrate its business, the ability of the parties to the Purchase Agreement to obtain all necessary consents and approvals in connection with the acquisition, including clearance from The Nasdaq Stock Market LLC of an initial listing application and stockholder approval of the matters to be voted on at a stockholders’ meeting to approve matters required to be approved in connection with the Purchase Agreement, the Company’s ability to obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the Company’s current products and services and planned offerings, competition from existing online and retail offerings or new offerings that may emerge, impacts from strategic changes to the Company’s business on its 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 to retain or obtain 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, uncertainties and other factors are described more fully in the section titled “Risk Factors” in the Company’s periodic reports which are filed with the Securities and Exchange Commission. These risks, uncertainties and other factors are, in some cases, beyond our control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, 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 Contact:

Crescendo Communications, LLC

212-671-1020

SGN@crescendo-ir.com

 

 

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Cover	Feb. 21, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 21, 2025
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
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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	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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