PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents unaudited consolidated financial statements for Q1 2025, showing a reduced net loss but a continued stockholders' deficit and a significant 'going concern' issue Balance Sheets As of March 31, 2025, total assets increased while liabilities decreased, resulting in a reduced but still present stockholders' deficit Balance Sheet Summary (Unaudited) | Balance Sheet Items | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | $1,398,522 | $1,114,683 | | Cash and cash equivalents | $487,384 | $181,271 | | Total Liabilities | $1,910,324 | $3,320,557 | | Total current liabilities | $1,878,529 | $3,265,680 | | Loans payable | $0 | $431,030 | | Total stockholders' equity (deficit) | ($511,802) | ($2,205,874) | Statements of Operations For Q1 2025, the company reported a significantly improved net loss of $843 thousand despite a 36.8% decrease in revenue, driven by lower operating expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenues, net | $148,358 | $234,627 | | Gross profit | $134,057 | $165,593 | | Total operating expenses | $970,405 | $2,135,694 | | Net loss from operations | ($836,348) | ($1,970,101) | | Net loss | ($842,994) | ($2,497,886) | | Net loss per share - basic | ($0.45) | ($7.79) | Statements of Cash Flows In Q1 2025, cash from financing activities offset cash used in operations, resulting in a net increase in cash to $487 thousand Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,775,497) | ($1,847,276) | | Net cash used in investing activities | $0 | ($32,349) | | Net cash provided by financing activities | $2,081,610 | $1,015,861 | | Net increase (decrease) in cash | $306,113 | ($863,764) | - Financing activities in Q1 2025 were primarily driven by $2.49 million in proceeds from the ATM agreement, offset by $0.43 million in debt repayments20 Notes to Financial Statements The notes disclose a 'going concern' warning, revenue concentration, debt repayments, and a significant subsequent event involving a potential acquisition - The company's financial statements are prepared on a going concern basis, but recurring net losses and an accumulated deficit raise substantial doubt about its ability to continue29 - In Q1 2025, revenue was concentrated with sales through Apple (26% of total revenue) and Shopify (74% of total revenue)8384 - During Q1 2025, the company fully repaid several promissory notes, including the 2024 Daniel Nelson Promissory Notes ($437,406) and the DRCR Convertible Promissory Note ($171,310)97259269 - On April 14, 2025, the company signed a non-binding letter of intent (LOI) to acquire 100% of blockchAIn Digital Infrastructure in an all-equity transaction173 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses a Q1 revenue decrease but a significant net loss reduction, while reiterating the 'going concern' issue and key corporate developments Results of Operations Comparing Q1 2025 to Q1 2024, a 36.8% revenue drop was offset by a 54.6% reduction in operating expenses, significantly improving the net loss Comparison of Three Months Ended March 31, 2025 and 2024 | Metric | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $148,358 | $234,627 | ($86,269) | (36.8)% | | Gross profit | $134,057 | $165,593 | ($31,536) | (19.0)% | | Advertising and marketing | $536 | $92,725 | ($92,189) | (99.4)% | | General and administrative | $969,869 | $2,042,969 | ($1,073,100) | (52.5)% | | Net loss | ($842,994) | ($2,497,886) | $1,654,892 | (66.3)% | - The number of users with subscriptions decreased from 2,157 in Q1 2024 to 1,771 in Q1 2025199 Liquidity and Capital Resources The company's critical financial condition, with low cash relative to current liabilities, reinforces the 'going concern' issue despite raising funds via an ATM offering - The company had cash of $487,384 and current liabilities of $1,878,529 as of March 31, 2025208 - During Q1 2025, the company sold 1,060,698 shares through its ATM Agreement for net proceeds of $2,406,650148278 - The company's auditor has expressed substantial doubt about its ability to continue as a going concern due to recurring losses and negative working capital210 - On March 4, 2025, the company terminated the Stock Purchase Agreement with Dear Cashmere Group Holding Company (DRCR) because the parties were unable to satisfy the Nasdaq listing requirement234 Critical Accounting Estimates Management identifies key accounting policies requiring significant judgment, including income taxes, software capitalization, revenue recognition, and fair value measurements - Key accounting estimates involve income taxes, capitalization of internally developed software, revenue recognition, fair value of warrant liabilities, and stock-based compensation284 - The company maintains a full valuation allowance against its net deferred tax assets due to its history of operating losses284 - For stock options granted before its IPO, the company used a PWERM model to determine fair value; post-IPO, it uses the closing stock price307 Item 3. Quantitative and Qualitative Disclosures About Market Risk This item is not applicable as the company, a smaller reporting entity, lacks significant exposure to market risks - This section is not applicable to the company312 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes during the quarter - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level313 - No material changes to internal control over financial reporting occurred during the quarter ended March 31, 2025314 PART II - OTHER INFORMATION Item 1. Legal Proceedings The company reported no material pending legal proceedings outside of ordinary business litigation during the quarter - There were no material pending legal proceedings during the quarter317 Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the 2024 Annual Report on Form 10-K - No material changes from the risk factors disclosed in the 2024 Annual Report318 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company conducted no unregistered sales of equity securities or stock repurchases during the first quarter of 2025 - The company did not have any unregistered sales of equity securities in Q1 2025319 - No stock repurchases were made during Q1 2025320 Item 3. Defaults Upon Senior Securities The company reported no defaults upon its senior securities during the period - None321 Item 4. Mine Safety Disclosures This item is not applicable to the company's business operations - Not applicable322 Item 5. Other Information No previously unreported Form 8-K information or new director/officer trading plans were noted for the quarter - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement during the quarter323 Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including officer certifications and various corporate agreements - Exhibits filed include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and various corporate documents and agreements incorporated by reference324
Signing Day Sports(SGN) - 2025 Q1 - Quarterly Report