PART I FINANCIAL INFORMATION Item 1. Financial Statements Presents unaudited financial statements for June 30, 2025, and December 31, 2024, covering balance sheets, operations, equity, and cash flows, with detailed accounting notes Unaudited Balance Sheets Presents the company's financial position, including assets, liabilities, and equity, as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :------------------ | | Cash and cash equivalents | $656,707 | $181,271 | | Accounts receivable | $23,217 | $75,168 | | Total current assets | $729,924 | $279,993 | | Total assets | $1,424,870 | $1,114,683 | | Accounts payable | $679,508 | $2,251,307 | | Total current liabilities | $1,055,717 | $3,265,680 | | Total liabilities | $1,063,759 | $3,320,557 | | Total stockholders' equity (deficit) | $361,111 | $(2,205,874) | Unaudited Statements of Operations Details the company's revenues, costs, and net loss for the three and six months ended June 30, 2025, and 2024 Statements of Operations (Three Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Revenues, net | $66,806 | $204,962 | | Cost of revenues | $5,358 | $62,160 | | Gross profit | $61,448 | $142,802 | | Total operating expenses | $1,644,885 | $1,268,836 | | Net loss | $(1,366,684) | $(1,312,842) | | Net loss per common share | $(0.39) | $(4.25) | Statements of Operations (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Revenues, net | $215,164 | $439,589 | | Cost of revenues | $19,659 | $131,194 | | Gross profit | $195,505 | $308,395 | | Total operating expenses | $2,615,290 | $3,404,530 | | Net loss | $(2,209,678) | $(3,810,727) | | Net loss per common share | $(0.84) | $(12.59) | Unaudited Statements of Stockholders' Equity (Deficit) Outlines changes in stockholders' equity or deficit, including net loss and capital transactions, for the six months ended June 30, 2025 Changes in Stockholders' Equity (Deficit) for Six Months Ended June 30, 2025 | Metric | Amount ($) | | :-------------------------- | :--------- | | Balance at December 31, 2024 | (2,205,874) | | ATM Agreement Issuance | 4,591,848 | | FirstFire Warrants Exercised | 47,734 | | Stock-based compensation expense | 137,081 | | Net loss | (2,209,678) | | Balance at June 30, 2025 | 361,111 | Unaudited Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Cash Flows (Six Months Ended June 30) | Activity | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(3,708,690) | $(2,973,530) | | Net cash used in investing activities | $0 | $(6,972) | | Net cash provided by financing activities | $4,184,126 | $1,892,915 | | Net increase (decrease) in cash and cash equivalents | $475,436 | $(1,087,587) | | Cash and cash equivalents, end of period | $656,707 | $35,943 | Notes to Unaudited Financial Statements Provides critical context to financial statements, detailing business activities, accounting policies, going concern status, debt, and subsequent events - The company's financial statements are prepared on a going concern basis, but significant losses, negative cash flows from operations, and an accumulated deficit raise substantial doubt about its ability to continue as a going concern3032 - Management is actively seeking additional debt and equity financing32 Revenue Disaggregation (Three Months Ended June 30) | Revenue Type | 2025 | 2024 | | :------------- | :-------- | :-------- | | Over time | $66,806 | $5,525 | | At a point in time | $0 | $199,437 | | Total Revenue | $66,806 | $204,962 | Revenue Disaggregation (Six Months Ended June 30) | Revenue Type | 2025 | 2024 | | :------------- | :-------- | :-------- | | Over time | $215,164 | $9,755 | | At a point in time | $0 | $429,834 | | Total Revenue | $215,164 | $439,589 | - The company terminated a Stock Purchase Agreement with Dear Cashmere Group Holding Company (DRCR) on March 4, 2025, due to the inability to satisfy the Nasdaq Listing Requirement215218222 - On May 27, 2025, the Company entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. for a reverse merger, where Signing Day Sports will become a wholly-owned subsidiary of Holdings132133 - Existing shares will convert into Holdings Shares, and outstanding options/warrants will be assumed133 - On July 21, 2025, the Company entered into a Purchase Agreement with Helena Global Investment Opportunities 1 Ltd., granting the right to direct Helena to purchase up to $10 million in common stock138 - The company fully repaid several promissory notes, including Daniel Nelson Promissory Notes (April 2024, September 2024, September 2023), the October 2024 Note, and the Second CBAZ Promissory Note, during the six months ended June 30, 2025, or shortly thereafter89105252256258 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's perspective on financial performance, condition, liquidity, capital resources, critical accounting estimates, and recent corporate developments - The company operates a digital ecosystem, Signing Day Sports, to connect high school athletes with college coaches for recruitment, supporting football, baseball, softball, and men's and women's soccer149 - The company has incurred recurring losses and negative cash flows, with a net loss of approximately $2.2 million and net cash used in operating activities of $3.7 million for the six months ended June 30, 2025, leading to substantial doubt about its ability to continue as a going concern152183 Overview Introduces Signing Day Sports as a technology company connecting high school athletes with college coaches, highlighting its platform and financial status - Signing Day Sports is a technology company providing a digital ecosystem for high school athletes to be discovered and recruited by college coaches, supporting multiple sports and aiming to expand149 - For the first six months of 2025, 3,501 aspiring high school athletes and groups subscribed to the platform, which has been utilized by NCAA Division I, II, III, and NAIA colleges150 - The company has a significant accumulated deficit of approximately $27.9 million as of June 30, 2025, and is actively seeking funds to address existing indebtedness and avoid financial distress152153 Emerging Growth Company and Smaller Reporting Company Explains the company's status as an emerging growth and smaller reporting company, allowing exemptions from certain disclosure requirements - The company qualifies as an 'emerging growth company' and 'smaller reporting company,' allowing it to rely on exemptions from certain disclosure requirements, including delayed adoption of new accounting standards154156 Principal Factors Affecting Our Financial Performance Identifies key internal and external factors influencing the company's financial performance and operational success - Key factors influencing financial performance include the ability to obtain sufficient funding, acquire and retain customers, offer competitive pricing, broaden product offerings, leverage technology, attract and retain talent, and adapt to industry demand and market conditions160 Results of Operations Analyzes the company's financial performance, noting significant decreases in net revenues and gross profit, and mixed trends in operating expenses for the periods ended June 30, 2025 Comparison of Three Months Ended June 30, 2025 and 2024 Compares financial results for the three months ended June 30, 2025, and 2024, highlighting changes in revenue, costs, and expenses Financial Performance (Three Months Ended June 30) | Metric | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------------ | :------------ | :------------ | :------- | | Revenues, net | $66,806 | $204,962 | $(138,156) | -67.4% | | Cost of revenues | $5,358 | $62,160 | $(56,802) | -91.4% | | Gross profit | $61,448 | $142,802 | $(81,354) | -57.0% | | Total operating expenses | $1,644,885 | $1,268,836 | $376,049 | 29.6% | | Net loss | $(1,366,684) | $(1,312,842) | $(53,842) | 4.1% | - Revenue decreased by 67.4% primarily due to a decrease in event fee payments159 - Cost of revenues decreased by 91.4% due to lower development labor costs163 - General and administrative expenses increased by 29.7% due to higher non-legal professional fees and salaries, partially offset by reduced legal expenses164 Users with Subscriptions (Three Months Ended June 30) | Subscription Type | 2025 | 2024 | | :---------------- | :---- | :---- | | Monthly | 1,717 | 2,653 | | Annual | 13 | 26 | | Total | 1,730 | 2,679 | Comparison of Six Months Ended June 30, 2025 and 2024 Compares financial results for the six months ended June 30, 2025, and 2024, detailing changes in revenue, costs, and operating expenses Financial Performance (Six Months Ended June 30) | Metric | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :------------ | :------------ | :------------ | :------- | | Revenues, net | $215,164 | $439,589 | $(224,425) | -51.1% | | Cost of revenues | $19,659 | $131,194 | $(111,535) | -85.0% | | Gross profit | $195,505 | $308,395 | $(112,890) | -36.6% | | Total operating expenses | $2,615,290 | $3,404,530 | $(789,240) | -23.2% | | Net loss | $(2,209,678) | $(3,810,727) | $1,601,049 | -42.0% | - Revenue decreased by 51.1% due to a decline in event fee payments and subscription revenue170 - Cost of revenues decreased by 85.0% primarily from reduced development labor costs173 - Advertising and marketing expenses decreased by 98.8% due to a shift to more cost-effective social media campaigns174 - General and administrative expenses decreased by 21.0% due to lower event/travel, legal, insurance, stock-based compensation, salaries, and recruiting expenses, partially offset by increased non-legal professional fees175 Users with Subscriptions (Six Months Ended June 30) | Subscription Type | 2025 | 2024 | | :---------------- | :---- | :---- | | Monthly | 3,477 | 4,780 | | Annual | 24 | 46 | | Total | 3,501 | 4,826 | Liquidity and Capital Resources Examines the company's liquidity, cash levels, and capital needs, addressing the going concern status and ongoing efforts to secure additional financing - As of June 30, 2025, the company had $656,707 in cash and cash equivalents and total current liabilities of $1,055,717, indicating a need for additional financing181182 Going Concern Discusses management's assessment of the company's ability to continue operations given recurring losses and negative cash flows - Management believes there is substantial doubt about the company's ability to continue as a going concern due to recurring losses, negative working capital, and cash outflows from operations183 - The company is actively seeking funds to pay off existing debt and accounts payable, aiming to fund operations and growth until June 30, 2026, and beyond, but there is no assurance of success184 Summary of Cash Flow Provides a summary of cash flow activities, including operating, investing, and financing, for the six months ended June 30, 2025, and 2024 Net Cash Flow (Six Months Ended June 30) | Activity | 2025 | 2024 | | :-------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(3,708,690) | $(2,973,530) | | Net cash used in investing activities | $0 | $(6,972) | | Net cash provided by financing activities | $4,184,126 | $1,892,915 | | Net change in cash and cash equivalents | $475,436 | $(1,087,587) | | Cash and cash equivalents, end of period | $656,707 | $35,943 | - Net cash used in operating activities increased by approximately $0.74 million, primarily due to a decrease in accounts payable liabilities, partially offset by a reduced net loss188 - Net cash provided by financing activities increased by approximately $2.29 million, driven by proceeds from common stock issuance and warrant exercises, and the non-recurrence of revolving line of credit proceeds from the prior year190 Contractual Obligations Details the company's future financial commitments, including operating lease obligations, as of June 30, 2025 Future Contractual Financial Obligations (as of June 30, 2025) | Obligation | Total | Short-Term | Long-Term | | :-------------------- | :-------- | :--------- | :-------- | | Operating lease obligations | $100,446 | $92,404 | $8,042 | | Loans payable | $0 | $0 | $0 | | Total contractual obligations | $100,446 | $92,404 | $8,042 | Business Combination Agreement Outlines the reverse merger agreement with BlockchAIn Digital Infrastructure, Inc., and its key terms and closing conditions - On May 27, 2025, the company entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. for a reverse merger, where Signing Day Sports will become a wholly-owned subsidiary of Holdings192193 - The agreement includes the issuance of Earnout Shares to One Blockchain members if Holdings' net income plus interest, taxes, depreciation, and amortization for FY2026 equals or exceeds $25 million194 - Closing conditions include stockholder approval, SEC effectiveness of the Form S-4 Registration Statement, NYSE American listing approval for Holdings Shares, and termination of employment agreements for key executives196 Director Compensation Reports on cash bonuses approved for the company's directors on April 17, 2025 - On April 17, 2025, the board approved cash bonuses for directors: Peter Borish ($45,000), Greg Economou ($22,500), and Roger Mason ($22,500)201 Executive Compensation Details discretionary cash bonuses approved for key executives on April 17, 2025 - On April 17, 2025, discretionary cash bonuses were approved for executives: Daniel Nelson (CEO, $140,000), Damon Rich (CFO, $50,000), Jeffry Hecklinski (President, $95,000), and Craig Smith (COO, $105,000)202 Sponsorship Agreement Describes the amended sponsorship agreement with Goat Farm Sports, outlining exclusive partnership terms and financial commitments - The Amended and Restated Sponsorship Agreement with Goat Farm Sports (GFS) designates the company as the exclusive National Recruiting Partner for Bowl Events in 2024 and 2025204 - The company will provide athlete testing at the National Combine, receive a $60 stipend per athlete, and engage in a 50/50 revenue-sharing arrangement for co-branded consumer products207 - Payments to GFS total $300,000, with $150,000 already paid, $50,000 due by September 1, 2025, and $100,000 due by December 21, 2025, subject to reduction by earned but unpaid athlete stipends208 Stock Purchase Agreement with Dear Cashmere Group Holding Company; Termination Reports the termination of the Stock Purchase Agreement with DRCR due to unmet Nasdaq Listing Requirements - On March 4, 2025, the company terminated the Stock Purchase Agreement with DRCR and its sellers, citing the inability to satisfy the Nasdaq Listing Requirement within the foreseeable future222 Termination Agreement with Boustead Securities, LLC Details the termination of the engagement letter with Boustead Securities, LLC, and the associated settlement terms - On September 18, 2024, the company entered into a Termination Agreement with Boustead Securities, LLC, ending their engagement letter and right of first refusal in exchange for the issuance of Termination Shares223224 - The company issued 62,500 Initial Termination Shares to Boustead on October 17, 2024, and made a cash payment of $168,467.43 on February 6, 2025, as per the agreement231232 Management Employment Agreements Outlines amendments to executive employment agreements, including severance provisions and salary adjustments - Amendments to employment agreements for Daniel Nelson (CEO), Jeffry Hecklinski (President), and Craig Smith (COO) were made on July 9, 2024, revising severance provisions, particularly in the event of a Change of Control237240242 - Daniel Nelson's annual base salary was reduced from $425,000 to $200,000 effective March 1, 2024234 Management Indemnification Agreements and Insurance Describes indemnification agreements with directors and officers, along with the company's directors and officers liability insurance coverage - The company has indemnification agreements with each director and executive officer, providing for indemnification to the fullest extent permitted by law for expenses, judgments, penalties, and fines incurred in legal proceedings243 - The company maintains standard directors and officers liability insurance to cover directors and officers against losses from claims and to reimburse the company for indemnification payments245 Debt Details the repayment of various promissory notes and the remaining accrued interest as of June 30, 2025 - The company made full payments on several promissory notes: October 2024 Note ($171,310 on March 4, 2025), September 2024 Note ($197,745 on January 8, 2025), April 2024 Note ($239,662 on January 10 and 13, 2025), and September 2023 Loan ($3,530 on March 7, 2025)247249252258 - The Second CBAZ Promissory Note was fully repaid on July 26, 2024, leading to the closure of the underlying certificate of deposit account and termination of related agreements256 - As of June 30, 2025, $101,468 of accrued interest remained due under the 8% nonconvertible unsecured promissory notes, which had their principal repaid upon the company's IPO257 Leases Describes the company's corporate office lease agreement, including its term and extension options - The company leases its corporate offices under an Office Lease extended for a 39-month term from May 4, 2023, to August 3, 2026, with escalating monthly rent and an option to extend for an additional three years259 At The Market Offering Agreement Reports on shares sold and proceeds generated under the ATM Agreement with H.C. Wainwright & Co., LLC - Under the ATM Agreement with H.C. Wainwright & Co., LLC, the company sold 1,909,205 shares during the three months ended June 30, 2025, generating gross proceeds of $2,102,516 and net proceeds of $2,032,159266 - As of June 30, 2025, $8,719 of the maximum aggregate offering amount of $5,072,010 under the ATM Agreement had not been sold266 Critical Accounting Estimates Outlines critical accounting policies requiring significant management judgment, including income taxes, software development, revenue recognition, fair value, and stock-based compensation Income Taxes Discusses the company's income tax accounting, including valuation allowances and net operating loss carryforwards - The company maintains a valuation allowance against most of its net deferred tax assets due to uncertainty of realization, given its operating loss history114 - As of June 30, 2025, the company had approximately $20.05 million in federal net operating loss carryforwards and $59,000 in federal and state research and development credits115 Internally Developed Software Explains the accounting treatment for internally developed software costs, including capitalization and amortization policies - Costs incurred during the application development stage for software are capitalized and amortized over an estimated useful life of five years, while maintenance costs are expensed271273 - The company's platform remained in the application development stage for soccer, baseball, softball recruitment, and additional feature enhancements for football recruitment during the three and six months ended June 30, 2025 and 2024273 Revenue Recognition Details the company's revenue recognition policies under ASC 606, distinguishing between point-in-time and over-time performance obligations - Revenue is recognized following a five-step model under ASC 606, distinguishing between performance obligations satisfied at a point in time (one-month subscriptions) and over time (multi-month subscription agreements)274275 Fair Value Measurements Describes the company's approach to fair value measurements, utilizing a hierarchy for financial asset and liability valuations - The company uses a fair value hierarchy (Level 1, 2, 3) to categorize inputs for financial asset and liability valuations, with short-term instruments approximating their carrying values277281 Stock-Based Compensation Explains the methodology for measuring stock-based compensation expense, including the Black-Scholes model and key assumptions - Stock-based compensation expense is measured at the grant date fair value using the Black-Scholes option-pricing model, considering expected term, volatility, risk-free interest rate, and a zero dividend yield284285288 - Volatility is derived from historical volatilities of peer companies and the company's own trading history post-listing, while the fair value of common stock is based on daily closing prices after November 14, 2023287289 Recent Accounting Pronouncements Identifies recently issued accounting pronouncements and the company's evaluation of their potential impact - The company is evaluating the impact of recently issued accounting pronouncements, including ASU 2023-09 (Income Tax Disclosures), ASU 2024-02 (Codification Improvements), and ASU 2024-03 (Expense Disaggregation Disclosures), and plans to adopt them as applicable707172 Item 3. Quantitative and Qualitative Disclosures About Market Risk States that no quantitative or qualitative disclosures about market risk are applicable for the reported period Item 4. Controls and Procedures Management concluded disclosure controls were ineffective due to material weaknesses, with ongoing remediation efforts including external consultants and policy development Evaluation of Disclosure Controls and Procedures Presents management's conclusion on the effectiveness of disclosure controls and procedures, identifying material weaknesses - Management concluded that disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2025293 - Material weaknesses identified include insufficient resources for adequate supervision and segregation of duties, and the absence of a comprehensive, formalized accounting and financial reporting policies and procedures manual297 Changes in Internal Control over Financial Reporting Outlines remediation actions taken to address identified material weaknesses in internal control over financial reporting - Remediation actions include engaging qualified external consultants to assist with financial reporting processes and review controls, and initiating the development of a comprehensive accounting and financial reporting policies and procedures manual297 - These material weaknesses will not be considered fully remediated until controls operate effectively for a sufficient period and are tested as effective294 Inherent Limitation on the Effectiveness of Internal Control Acknowledges the inherent limitations of any internal control system, providing only reasonable assurance of effectiveness - The effectiveness of any internal control system is subject to inherent limitations, including judgment in design and operation, and the inability to eliminate misconduct completely, providing only reasonable, not absolute, assurances296 PART II OTHER INFORMATION Item 1. Legal Proceedings Reports no material pending legal proceedings or significant developments for the three months ended June 30, 2025 - No material pending legal proceedings or material developments in pending legal proceedings were reported for the three months ended June 30, 2025300 Item 1A. Risk Factors States no material changes to risk factors previously disclosed in the company's 2024 Annual Report - There are no material changes from the risk factors previously disclosed in Item 1A 'Risk Factors' of the 2024 Annual Report301 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Reports no unregistered sales of equity securities or common stock repurchases during the three months ended June 30, 2025 - No unregistered sales of equity securities occurred during the three months ended June 30, 2025302 - No repurchases of common stock were made during the three months ended June 30, 2025303 Item 3. Defaults Upon Senior Securities Confirms no defaults upon senior securities occurred during the reporting period - There were no defaults upon senior securities during the reporting period304 Item 4. Mine Safety Disclosures States that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company305 Item 5. Other Information Reports no adoption or termination of Rule 10b5-1 trading plans by directors or officers during the fiscal quarter - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or arrangement, or a non-Rule 10b5-1 trading plan or arrangement, during the fiscal quarter ended June 30, 2025306 Item 6. Exhibits Lists all exhibits filed with the Form 10-Q, including the Business Combination Agreement and corporate governance documents - Key exhibits include the Business Combination Agreement (Exhibit 2.1), Second Amended and Restated Certificate of Incorporation (Exhibit 3.1), and Certifications of Principal Executive and Financial Officers (Exhibits 31.1, 31.2, 32.1, 32.2)307 Signatures Contains required signatures of the CEO and CFO, certifying the accuracy and completeness of the quarterly report - The report is signed by Daniel Nelson, Chief Executive Officer, and Damon Rich, Chief Financial Officer, on August 12, 2025311
Signing Day Sports(SGN) - 2025 Q2 - Quarterly Report