Progress of Transaction ; Closing Anticipated in February or March 2026SCOTTSDALE, AZ, Jan. 07, 2026 (GLOBE NEWSWIRE) -- Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the Signing Day Sports app and platform dedicated to improving the recruiting process for high school athletes and college coaches, today provided an update on its previously announced proposed business combination with BlockchAIn Digital Infrastructure, Inc. (“BlockchAIn Inc.”) and its ...

Market Overview - U.S. stocks traded higher, with the Dow Jones index gaining over 250 points, up 0.54% to 48,641.58, NASDAQ up 0.65% to 23,386.57, and S&P 500 up 0.63% to 6,901.52 [1] - Energy shares increased by 2.9% on Monday [1] Sector Performance - Consumer staples stocks dipped by 0.4% [2] Commodity Prices - Oil traded up 1.4% to $58.12, gold up 2.4% to $4,433.50, silver up 7.5% to $76.320, and copper rose 4.1% to $5.9260 [5] European Market Performance - Eurozone's STOXX 600 gained 0.5%, Spain's IBEX 35 Index rose 0.3%, London's FTSE 100 up 0.4%, Germany's DAX gained 0.2%, and France's CAC 40 climbed 0.1% [6] Asian Market Performance - Asian markets closed mostly higher, with Japan's Nikkei 225 gaining 2.97%, Hong Kong's Hang Seng Index up 0.03%, China's Shanghai Composite surging 1.38%, while India's BSE Sensex fell 0.38% [7] Company News - The FDA lifted the clinical hold on GH Research Plc's Investigational New Drug Application for GH001 [3] - Momentus Inc shares surged 94% to $11.14 after announcing the development of an additive-manufactured fuel tank [9] - TMD Energy Ltd shares increased by 76% to $0.78 [9] - VerifyMe Inc shares rose 40% to $0.94 following a strategic merger announcement [9] - Zenas Biopharma Inc shares dropped 55% to $15.54 after Phase 3 trial results [9] - Signing Day Sports Inc shares fell 37% to $0.60, and Lavoro Ltd shares decreased by 26% to $0.82 [9]

As filed with the Securities and Exchange Commission on January 5, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Signing Day Sports, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 7389 87-2792157 (I.R.S. Employer Identification Number) 8355 East Hartf ...

HighlightsHole 25MN-030 returned 2.21 g/t gold over 7.38 metres.Hole 25MN-031 returned 0.54 g/t gold over 20.54 metres, including 1.34 g/t gold over 8.85 metres.Numerous intervals located outside of the existing Inferred Mineral Resource constraining pit, calculated at US$2,500.12 unreported holes, totalling 3,169 m, have been completed and are pending assays (25MN-034 through 25MN-045).Vancouver, British Columbia--(Newsfile Corp. - December 30, 2025) - Scorpio Gold Corp. (TSXV: SGN) (OTCQB: SRCRF) (FSE: R ...

Core Viewpoint - Signing Day Sports is advancing a business combination with BlockchAIn Digital Infrastructure, which is expected to create significant long-term value for shareholders [2][6][15] Business Combination Details - The business combination agreement was initially signed on May 27, 2025, and amended on November 10, 2025 [2] - Upon closing, Signing Day Sports shareholders will receive approximately 8.5% of the combined company's common stock, valued at about $20 million, while BlockchAIn LLC's securityholders will receive approximately 91.5%, valued at around $215 million [3] - An earnout of 11.628% of total shares will be available to BlockchAIn LLC's securityholders if BlockchAIn Inc. achieves an EBITDA of $25 million for the fiscal year ending December 31, 2026 [3] Transaction Timeline - The transaction is anticipated to close in the first quarter of 2026, pending shareholder approval and NYSE American listing approval [5] Valuation Insights - The Signing Day Sports Board received two fairness opinions, with the latest indicating an enterprise value range for BlockchAIn of $515.3 million to $776.7 million, with a midpoint of $646 million [7] - The initial fairness opinion estimated an enterprise value range of $280 million to $378.7 million, with a midpoint of $329.3 million [8] Strategic Benefits - The combination is expected to enhance Signing Day Sports' platform features and create new revenue streams through third-party data hosting services in sports technology and education markets [14] - Signing Day Sports will remain a wholly owned subsidiary, preserving its mission and brand while benefiting from the combined entity's infrastructure and cash flow [14] Market Positioning - BlockchAIn aims to expand its portfolio of high-density compute assets for AI applications, bitcoin mining, and high-performance computing [11] - The digital infrastructure market is rapidly evolving, with increasing demand for energy-efficient processing power, positioning BlockchAIn to capitalize on various compute-intensive applications [12] Infrastructure Assets - Key assets include a 40 MW data center in South Carolina and a planned 150 MW data center campus in Texas, which will support both crypto mining and AI/HPC activities [13][18] - The Texas facility is designed for modular construction, providing flexibility for different revenue mixes [13]

Core Viewpoint - Signing Day Sports, Inc. is progressing towards a business combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC, aiming to enhance its recruitment platform for high school athletes and college coaches through this strategic alignment [1][2]. Company Overview - Signing Day Sports is focused on improving the recruiting process for student-athletes, providing a platform that allows them to create recruitment profiles with necessary information for college coaches [3]. - One Blockchain LLC specializes in digital infrastructure, particularly in Bitcoin mining and high-performance computing, operating a significant data center in South Carolina that generated approximately $22.9 million in revenue and $5.7 million in net income in 2024 [4]. Business Combination Details - The Registration Statement on Form S-4 has been filed with the SEC, detailing the proposed business combination and the listing of BlockchAIn common shares on NYSE American under the ticker symbol "AIB" [1][2]. - The business combination agreement was initially entered into on May 27, 2025, and amended on November 10, 2025, marking a significant milestone for both companies [2]. Strategic Benefits - The combined entity is expected to leverage Signing Day Sports' technology-driven recruitment platform alongside One Blockchain's digital infrastructure, enhancing financial flexibility and technical capabilities [2]. - This merger is anticipated to accelerate innovation, expand market opportunities, and strengthen the competitive position of the combined company, ultimately creating long-term value for shareholders [2].

Financial Performance - For the nine months ended September 30, 2025, the net loss was approximately $2.8 million, compared to a net loss of approximately $5.4 million for the same period in 2024, indicating a reduction in losses by approximately 48.5%[157] - As of September 30, 2025, the accumulated deficit was approximately $28.5 million, up from approximately $25.7 million as of December 31, 2024[157] - Revenues for the three months ended September 30, 2025, were approximately $30,581, a decrease of approximately $24,782 or 44.8% compared to $55,363 in the same period of 2024[165] - Net revenues for the nine months ended September 30, 2025, were approximately $0.246 million, a decrease of $0.249 million or 50.3% compared to $0.495 million in 2024[174] - The net loss from operations improved to approximately $868,561 for the three months ended September 30, 2025, compared to a net loss of approximately $1,437,345 for the same period in 2024, a reduction of approximately 39.6%[165] - Net loss for the nine months ended September 30, 2025, was approximately $2.776 million, a reduction of $2.637 million or 48.7% compared to a net loss of $5.413 million in 2024[173] User Metrics - The total number of users with subscriptions decreased from 1,936 in September 2024 to 1,254 in September 2025, reflecting a decline of approximately 35.2%[168] - The number of users with subscriptions decreased to 4,755 for the nine months ended September 30, 2025, down from 6,762 in 2024, representing a decline of 14.9%[176] Expenses and Cost Management - General and administrative expenses decreased by approximately $576,862 or 39.4%, from approximately $1.464 million in September 2024 to approximately $0.887 million in September 2025[170] - The cost of revenues for the three months ended September 30, 2025, was approximately $8,642, a decrease of approximately $21,617 or 71.4% compared to $30,259 in the same period of 2024[165] - Total operating expenses for the nine months ended September 30, 2025, were approximately $3.506 million, down $1.361 million or 28.0% from $4.867 million in 2024[173] Cash Flow and Financing - Cash and cash equivalents as of September 30, 2025, were $215,539, compared to $1,408 at the end of the previous period[191] - Net cash used in operating activities was approximately $4.150 million for the nine months ended September 30, 2025, compared to $3.489 million in 2024, reflecting an increase in cash outflow[191] - The company is actively seeking funding to pay off existing indebtedness and accounts payable, primarily to avoid loan defaults and bankruptcy[158] - The company is actively seeking additional financing to meet anticipated cash needs until at least September 30, 2026, due to insufficient current cash levels[185] Agreements and Partnerships - The Company has entered into a Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. allowing for the purchase of up to $10,000,000 in common stock[196] - The Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. involves a merger where the Company will become a wholly owned subsidiary of BlockchAIn[206] - The Company entered into a Sponsorship Agreement with Goat Farm Sports, LLC, granting exclusive National Recruiting Partner rights for events in 2024 and 2025[218][219] Compensation and Employment Agreements - The Company approved cash bonuses totaling $140,000 for the CEO and $50,000 for the CFO, among others, on April 17, 2025[216][217] - The Amended and Restated CEO Employment Agreement reduced the CEO's annual base salary from $425,000 to $200,000 effective March 1, 2024[250] - The Company will pay Damon Rich $120 per hour for up to 160 hours per month under the new Executive Employment Agreement[255] Debt and Credit Facilities - The Company established a $350,000 secured revolving line of credit with Southwest Heritage Bank, maturing on April 6, 2024[272] - The Company entered into a $2,000,000 secured revolving line of credit with SHB, incurring interest at a fixed rate of 7.21% per annum[273] - The Company fully repaid the Second SHB Promissory Note on July 26, 2024, incurring an early withdrawal penalty of $54,747[275] Accounting and Revenue Recognition - Revenue is recognized under ASC Topic 606, focusing on the transfer of control and entitlement to payment[293] - The Company accounts for contract modifications under ASC 606, recognizing revenue prospectively if new performance obligations are created[295] - The Company capitalizes costs related to internally developed software, amortizing these costs over an estimated useful life of five years[290]

Financial Results - Signing Day Sports, Inc. reported selected financial results for the fiscal quarter ended September 30, 2025[5]. - The press release detailing financial results was issued on November 12, 2025[5]. - The company has not yet provided specific numerical data regarding revenue or earnings in the available documents[5]. - The report includes a press release as Exhibit 99.1, which may contain further financial details[8]. Company Classification and Obligations - The company is classified as an emerging growth company under the Securities Act[4]. - The company has not undertaken any obligation to publicly update forward-looking statements except as required by law[7]. Risks and Uncertainties - Forward-looking statements indicate potential risks and uncertainties affecting future performance[7]. Company Information - The company is headquartered in Scottsdale, AZ, with a contact number of (480) 220-6814[3]. - The common stock of Signing Day Sports, Inc. is traded under the symbol SGN on NYSE American LLC[3]. - The company’s IRS Employer Identification Number is 87-2792157[3].

Core Insights - Signing Day Sports, Inc. reported selected financial results for the quarter ended September 30, 2025, highlighting a focus on improving operational efficiency and reducing expenses despite lower revenues compared to the previous year [1][4]. Financial Highlights - Total assets as of September 30, 2025, were approximately $1.0 million, with accounts payable decreasing by 64.9% from December 31, 2024 [3]. - Cash and cash equivalents increased to approximately $216 thousand, up from approximately $181 thousand at the end of 2024 [3]. - Revenue for the quarter totaled approximately $31 thousand, down from $55 thousand in Q3 2024, attributed to lower event fee payments [8]. - Cost of revenues was approximately $9 thousand, a decrease from $30 thousand in the prior-year period, mainly due to reduced product and apparel-related costs [8]. - General and administrative expenses were approximately $887 thousand, down 39% from $1.46 million in Q3 2024, resulting from lower legal fees, stock-based compensation, insurance, and travel expenses [8]. - Net loss for the quarter was approximately $566 thousand, significantly reduced from approximately $1.6 million in the prior year, due to lower costs [8]. Business Update - The CEO expressed confidence in the proposed business combination with One Blockchain LLC, viewing it as a transformational opportunity to enhance the company's technology-driven sports recruitment platform [4]. - The successful launch of basketball recruitment in Q3 and the upcoming national football combine in Q4 are expected to drive growth and innovation [4].

Core Insights - Signing Day Sports, Inc. is expanding its platform to support college basketball recruitment for student-athletes and coaches [1][3] - The company hosted its first basketball combine in collaboration with former NBA player Thurl Bailey, emphasizing youth development and mentorship [2][4] - The initiative aims to provide basketball players with verified exposure and data-driven recruiting tools similar to those offered for football athletes [3][4] Company Overview - Signing Day Sports' mission is to assist student-athletes in achieving their goals of playing college sports through a comprehensive recruitment profile [5] - The app allows athletes to upload video-verified measurables, academic information, and technical skill videos, facilitating evaluation by college coaches [5] Future Plans - The company plans to roll out additional basketball combines and recruitment technology features in the coming months [4]