Group 1 - Signing Day Sports, Inc. has reported its audited consolidated financial statements for the fiscal year ended December 31, 2024, which included an audit opinion with a going concern emphasis from its independent registered public accounting firm [1] - The release of this information is in compliance with Sections 401(h) and 610(b) of the NYSE American LLC Company Guide [1] - There are no changes or amendments to the Company's filings for the fiscal year ended December 31, 2024 [1] Group 2 - Signing Day Sports aims to assist student-athletes in achieving their goal of playing college sports through its app [2] - The app allows student-athletes to create a recruitment profile that includes essential information for college coaches, utilizing video technology for evaluation [2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 SIGNING DAY SPORTS, INC. (Exact name of registrant as specified in its charter) Delaware 87-2792157 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255 (Address of principal executive ...

Core Viewpoint - Signing Day Sports, Inc. has terminated its stock purchase agreement to acquire 99.13% of Dear Cashmere Group Holding Company due to the inability to satisfy certain material conditions for closing the transaction [1] Group 1: Company Strategy and Operations - The board of directors is collaborating with management to refine the company's strategy, explore merger and acquisition opportunities, and assess additional financing options [2] - Signing Day Sports will continue to focus on technology and customer growth, aiming to deliver greater customer value through expanded services such as recruiting webinars and app features [3] - The company is committed to expanding its customer base and geographic reach [3] Group 2: Leadership and Vision - CEO Daniel Nelson emphasized the importance of prioritizing customer needs and expressed pride in the team's focus and determination during the acquisition process [4] - The company aims to engage with customers, partners, and the financial community to share its vision for future success and long-term shareholder value [4] Group 3: Company Background - Signing Day Sports' mission is to assist student-athletes in achieving their goals of playing college sports through its recruitment profile app, which includes video technology for evaluation by college coaches [5]

Core Insights - Signing Day Sports has signed a new Sponsorship Agreement with the U.S. Army Bowl, extending its role as the "National Recruiting Partner" and enhancing its promotional capabilities for its app and services [1][2] - The collaboration has successfully brought over 8,000 new football users into the Signing Day Sports app, demonstrating the effectiveness of the partnership [2] - The company will manage the U.S. Army Bowl's National Combines and specified Regional Combines, with projections indicating participation exceeding 4,000 student-athletes in 2025 [2] Company Operations - Signing Day Sports will receive a stipend of $60 for each athlete attending the National Combine and will manage regional combines, retaining all earnings and absorbing costs [2] - The company will also feature a 1-day combine managed by them at an official U.S. Army Bowl academy, receiving $135 from any academy fee and commissions for sales assistance [2] - Participants will receive video-verified data from their combines in the Signing Day Sports app, which will facilitate direct communication with coaches [2] Historical Context - The partnership with Goat Farm Sports has been ongoing since 2022, contributing to the establishment of a well-known high school football combine series [2] - In the previous year, Signing Day Sports worked with nearly 4,000 student-athletes and their families, providing comprehensive support through webinars and informational sessions [2] Future Outlook - The company is set to continue its growth alongside Goat Farm Sports and the U.S. Army Bowl, with plans for the National Combine in December 2025 [2] - The app's updated features will enhance the recruitment process for student-athletes, allowing them to build profiles that include essential information for college coaches [4]

Core Viewpoint - Signing Day Sports has signed a new Sponsorship Agreement with the U.S. Army Bowl, enhancing its role as the "National Recruiting Partner" and providing opportunities for revenue sharing and promotion of its app and services [1][2]. Group 1: Sponsorship Agreement Details - The new Sponsorship Agreement extends Signing Day Sports' management of the U.S. Army Bowl's National Combines and specified Regional Combines [1]. - The agreement allows Signing Day Sports to promote its app and services while providing revenue-sharing opportunities [1]. - The company will receive a stipend of $60 for each athlete attending the National Combine and $135 from any academy fee associated with regional combines [2]. Group 2: User Engagement and Growth - Over 8,000 new football users have been added to Signing Day Sports' SaaS model app through collaboration with the U.S. Army Bowl [2]. - Nearly 3,000 student-athletes participated in the 2024 U.S. Army Bowl Regional Combines, with projections exceeding 4,000 for 2025 [2]. - The company has worked with almost 4,000 student-athletes and their families over the past year, providing services to help them navigate the college recruiting landscape [2]. Group 3: Technology and Services - The Signing Day Sports app allows student-athletes to build recruitment profiles, including video technology for evaluation by college coaches [4]. - Participants will receive video-verified data from their combines in the app, which will help them maintain their recruiting profiles [2]. - The app features a newly updated coaches search tab, enabling athletes to communicate directly with coaches nationwide [2].

Core Viewpoint - Signing Day Sports has signed a Stock Purchase Agreement to acquire 99.13% of Swifty Global, which is expected to enhance its growth potential and operational efficiency through Swifty Global's advanced technology and market presence [1][2]. Financial Performance - Swifty Global reported revenues exceeding $128 million and a net profit of approximately $2.44 million for the fiscal year ending December 31, 2023, despite investing nearly $3.1 million in software development and licensing [4]. Growth Strategies - The acquisition is anticipated to leverage Swifty Global's SaaS technology to reduce costs by over 50% and accelerate product development, aiming for increased user growth and retention while expanding into emerging markets in Europe, Africa, and the Middle East [2][4]. - Swifty Global plans to introduce data feed services for the online sports gambling industry, which is currently limited and expensive, thus creating new revenue opportunities [4]. Transaction Details - Upon closing, Signing Day Sports will acquire common and preferred stock from the sellers, with the sellers receiving shares equivalent to 19.99% of Signing Day Sports' outstanding common stock as of the SPA date [3][4]. - The transaction will result in James Gibbons becoming the CEO of Signing Day Sports while retaining his position at Swifty Global [6]. Future Plans - Signing Day Sports and Swifty Global will seek to raise at least $2 million in financing to support operations and settle outstanding liabilities, ensuring no material liabilities remain at the time of preferred stock conversion [10]. - Following the acquisition, Signing Day Sports will consolidate Swifty Global's financial statements and operate it as a subsidiary [7].

Financial Results - Signing Day Sports, Inc. reported selected financial results for the nine and three months ended September 30, 2024[3]. - The financial results and business update were announced on November 15, 2024[3]. - The press release is furnished as Exhibit 99.1, which contains additional financial details[3]. - The company has not yet provided specific numerical data regarding revenue or user growth in the available documents[3]. Company Classification and Status - The company is classified as an emerging growth company under the Securities Act[2]. - The report was signed by Daniel Nelson, the Chief Executive Officer of Signing Day Sports, Inc.[7]. - The address of the principal executive offices is located in Scottsdale, AZ[1]. Forward-Looking Statements - The press release includes forward-looking statements that involve substantial risks and uncertainties regarding future performance[5]. - The company does not undertake any obligation to publicly update forward-looking statements except as required by law[5]. - The company is expected to continue its strategic initiatives, although specific future plans were not detailed in the provided content[5].

Core Viewpoint - Signing Day Sports, Inc. reported significant growth in student-athlete subscriptions and provided an update on its financial performance for the nine and three months ended September 30, 2024, highlighting both revenue growth and increased net losses [1][2][3]. Financial Performance - For the nine months ended September 30, 2024, revenue was approximately $0.49 million, up from approximately $0.23 million in the same period of 2023, representing a growth of over 113% [3]. - Cost of revenues for the same period was approximately $0.16 million, compared to approximately $0.04 million in 2023 [3]. - Advertising and marketing expenses decreased to approximately $0.09 million from approximately $0.31 million year-over-year [3]. - General and administrative expenses rose to approximately $4.77 million from approximately $1.84 million in the prior year [3]. - The net loss for the nine months was approximately $5.41 million, with a diluted loss per share of $0.34, compared to a net loss of approximately $2.68 million and a diluted loss per share of $0.35 in 2023 [3]. Quarterly Results - For the three months ended September 30, 2024, revenue was approximately $0.06 million, remaining relatively flat compared to the same quarter in 2023 [4]. - Cost of revenues for the quarter was approximately $0.03 million, up from approximately $0.01 million in the prior year [4]. - Advertising and marketing expenses were approximately $(0.001) million, a significant decrease from approximately $0.76 million in the comparable period of 2023 [4]. - General and administrative expenses for the quarter were approximately $1.46 million, compared to approximately $0.57 million in the same quarter of 2023 [4]. - The net loss for the quarter was approximately $1.60 million, with a diluted loss per share of $0.09, compared to a net loss of approximately $0.9 million and a diluted loss per share of $0.12 in 2023 [4]. Business Model and Mission - Signing Day Sports aims to assist student-athletes in achieving their goal of playing college sports through its app, which allows them to create recruitment profiles that include essential information for college coaches [6]. - The app features a platform for uploading comprehensive data sets, including video-verified measurables, academic information, and technical skill videos [6].

Financial Performance - For the nine months ended September 30, 2024, the net loss was approximately $5.413 million, compared to a net loss of approximately $2.676 million for the same period in 2023, representing an increase of 102.4%[184] - As of September 30, 2024, the accumulated deficit was approximately $22.372 million, up from $16.959 million as of December 31, 2023, indicating a significant increase in financial strain[184] - The company had total current liabilities of approximately $2.605 million, with only approximately $1,000 in cash and cash equivalents as of September 30, 2024, highlighting liquidity challenges[184] - The company incurred net cash used in operating activities of approximately $3.489 million for the nine months ended September 30, 2024, compared to approximately $1.497 million for the same period in 2023, reflecting increased operational costs[184] - The company reported a net loss from operations of approximately $1.437 million for the three months ended September 30, 2024, compared to a net loss of approximately $598,113 for the same period in 2023, indicating worsening operational performance[192] - Net revenues for the nine months ended September 30, 2024, were approximately $0.495 million, a 119.0% increase from $0.226 million in the same period of 2023[203] - Cost of revenues for the nine months ended September 30, 2024, rose to approximately $0.161 million, an increase of 345.1% from $0.036 million in 2023[205] - General and administrative expenses for the nine months ended September 30, 2024, were approximately $4.775 million, up 159.8% from $1.838 million in 2023[207] Revenue Sources - Net revenues for the three months ended September 30, 2024, were approximately $55,363, unchanged from approximately $55,212 for the same period in 2023[192] - Subscription revenue increased by approximately $0.017 million, while event fee payments decreased by approximately $0.017 million, indicating a shift in revenue sources[193] User Engagement - Total users on the platform increased to 1,936 for the three months ended September 30, 2024, up from 1,202 in the same period of 2023, representing a growth of 60.9%[196] Funding and Acquisitions - The company is actively seeking additional funding primarily to pay off existing liabilities, which is critical for its ongoing operations and potential growth[185] - The company entered into a Binding Term Sheet to acquire 99.13% of Dear Cashmere Group Holding Company, which could enhance revenue generation and technical capabilities if successful[185] - The company entered into a Binding Term Sheet to acquire 99.13% of DRCR, which could enhance revenue generation and technical capabilities if successful[213] - The Company plans to acquire between 95% and 99% of DRCR's outstanding shares, issuing approximately 91.76% of the post-transaction shares to DRCR's sellers[241] - The Company and DRCR aim to secure at least $2.0 million in funding, which will be split equally for operations and debt repayment[242] Stock and Compensation - The Compensation Committee granted 1,000,000 shares of common stock to the CEO on October 16, 2024, under the standard restricted stock award agreement[224] - The Company issued a Convertible Promissory Note to DRCR on October 7, 2024, for a principal amount of $150,000 with an annual interest rate of 35%[231] - Daniel Nelson's annual base salary was set at $425,000 from November 22, 2023, to February 29, 2024, and will be reduced to $200,000 effective March 1, 2024[279] - Mr. Nelson was granted a stock option to purchase 100,000 shares at an exercise price of $2.25 per share, with half exercisable immediately and the remainder vesting over six months[278] - The Company will pay Mr. Nelson severance payments equal to his base salary for 12 months if terminated without cause, and half of his base salary for six months if terminated upon a Change of Control[282] Legal and Settlement Agreements - The Company entered into a Settlement Agreement with Goat Farm Sports on October 16, 2024, which included a restricted stock award of 200,000 shares to McGuinness[223] - The Company agreed to pay Midwestern Interactive, LLC a total of $600,000 under a Settlement Agreement, with $300,000 due within three business days of December 12, 2023, and the remaining amount payable with interest[266] Debt and Obligations - Total contractual obligations amount to $446.785 million, with short-term obligations of $369.024 million and long-term obligations of $77.761 million[240] - The Company is obligated to pay Bevilacqua PLLC $684,350.98 for services rendered through June 30, 2024, with payment deferred until the next financing transaction or business combination[264] - The Company must inform the holder of the June 2024 FF Note of any cash proceeds received, which may require immediate repayment of outstanding amounts[346] - The Company is prohibited from incurring any senior indebtedness or paying dividends while obligations under the June 2024 FF Note remain outstanding[347] Stockholder Approvals and Agreements - The Company is required to file a registration statement for stockholder approval regarding the Exchange Cap Stockholder Approval[234] - The Company obtained stockholder approval on September 18, 2024, for the issuance of shares under the May 2024 FF Purchase Agreement, allowing for the issuance of up to 3,074,792 shares[313] - The Company agreed to register the resale of the June 2024 FF Commitment Shares and related shares within 90 days of the June 2024 FF Purchase Agreement[341] Miscellaneous - The Company has no off-balance sheet arrangements that could affect its financial condition or operations[371] - The Company maintains directors' and officers' liability insurance to cover claims arising from wrongful acts[302] - The Company has established comprehensive benefits plans for its executives, including medical, dental, and life insurance options[280]

Company Overview - Signing Day Sports, Inc. is a developer of an app and platform designed to assist high school athletes in the recruitment process for college sports [3] Stock Split Announcement - The company will implement a 1-for-48 reverse stock split effective November 16, 2024, reducing the number of outstanding shares from approximately 27.02 million to about 0.56 million [1][2] - Following the reverse split, the public float will decrease from approximately 20.56 million shares to around 0.43 million shares [2] - The shares will continue to trade on NYSE American under the symbol "SGN" and will begin trading on a split-adjusted basis on November 18, 2024 [2]