S-1/A: Signing Day Sports Files Amendment No. 1 to Form S-1 for Resale of Common Stock

Signing Day Sports, Inc. has filed an amendment to its Form S-1 registration statement to allow certain selling stockholders to resell up to 3,540,507 shares of the company's common stock.

Summary

• Signing Day Sports, Inc. filed Amendment No. 1 to its Form S-1 registration statement on August 21, 2024.
• The registration statement pertains to the offer and resale of up to 3,540,507 shares of common stock by selling stockholders.
• These shares include those issuable upon exercise of warrants held by Clayton Adams (333,333 shares), Boustead Securities, LLC (23,333 shares), and Bevilacqua PLLC (2,500,000 shares), as well as shares held by Birddog Capital, LLC (668,841 shares) and Bevilacqua PLLC (15,000 shares).
• The company will not receive any proceeds from the sale of these shares by the selling stockholders, except for up to $35,333 in aggregate gross proceeds from the cash exercise of the Adams Warrant, the July 2024 Boustead Warrant, and the BPLLC Warrant.
• The company's common stock is listed on the NYSE American under the symbol SGN, with the last reported sale price on August 20, 2024, being $0.221 per share.
• The company is an emerging growth company and a smaller reporting company, which allows for reduced public company reporting requirements.
• The company has incurred net losses since inception and has a significant accumulated deficit of approximately $20.8 million as of June 30, 2024.
• The company's independent registered public accounting firm has expressed substantial doubt as to the company's ability to continue as a going concern.
• The company plans to finance its operations primarily using proceeds from capital raises until its transition to profitable operations.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While there's growth in sales, the company faces significant financial challenges, including accumulated deficits and doubts about its ability to continue as a going concern. The need for future capital raises adds to the uncertainty.

Positives

• Sales increased 75.5% year-over-year in the second quarter of 2024 and 293% year-over-year in 2023, primarily due to an increase in event revenue and user subscriptions.
• The company is developing and operating a platform aiming to give significantly more student-athletes the opportunity to go to college and continue playing sports.
• The company has strategic alliances with Elite Development Program Soccer and the U.S. Army Bowl.

Negatives

• The company has incurred losses for each period from its inception and has a significant accumulated deficit of approximately $20.8 million as of June 30, 2024.
• The company's independent registered public accounting firm has expressed substantial doubt as to the company's ability to continue as a going concern.
• The company will require additional capital to fund its operations.

Risks

• The company's current level of indebtedness and other financial commitments could adversely affect its financial condition or liquidity.
• The company is dependent on its management team, and the loss of any key member of this team may prevent the company from implementing its business plan.
• Substantial future sales or issuances of the company's common stock or securities convertible into common stock may depress the stock price.
• The company's ability to use its net operating loss carryforwards and certain other tax attributes may be limited.
• Relatively high interest rates may adversely impact the company's business.

Future Outlook

The company expects to incur expenses and operating losses over the next several years and plans to finance its operations primarily using proceeds from capital raises until its transition to profitable operations.

Management Comments

• Our goal is to change the way sports recruitment is done for the betterment of everyone.

Industry Context

The document highlights the company's efforts to reinvent the high school and college sports recruiting process for the digital era, addressing flaws in the traditional recruiting model and providing a comprehensive solution for student-athletes and recruiters.

Comparison to Industry Standards

• The document mentions competitors such as Next College Student Athlete, Gridiron Elite and Perfect Game.
• Signing Day Sports differentiates itself by offering a low-cost, accessible platform that allows student-athletes to get in front of numerous recruiters without travel or significant costs.
• The platform also provides objective player evaluations and valuable student-athlete comparison tools.

Related Party Transactions

• Under the Adams Consulting Agreement between the Company and Adams, a former director and a former beneficial owner of more than 5% of the common stock of the Company, Adams will provide certain consulting services to the Company on mergers, acquisitions, financing sources, public company and governance matters, building market awareness, and other duties as may reasonably be requested by the Company.
• Under the Adams Subscription Agreement, on July 23, 2024, Adams, a former director and a former beneficial owner of more than 5% of the common stock of the Company, agreed to pay $100,000 to the Company and the Company issued Adams the Adams Warrant, a pre-funded warrant to purchase 333,333 shares of common stock of the Company to Adams at an exercise price of $0.01 per share.
• On April 25, 2024, the Company issued the April 2024 Note to Mr. Nelson in the base principal amount of $100,000.
• On August 7, 2021, SDS LLC AZ agreed to issue Adams, a former director and a beneficial owner of more than 5% of the common stock of the Company, 4.3% of its membership interests in a private placement for total proceeds of $250,000 under a membership interest purchase agreement.

Stakeholder Impact

• Shareholders may experience dilution from future stock issuances.
• Employees' job security may be uncertain due to the company's financial condition.
• Customers (student-athletes and recruiters) may be affected by the company's ability to maintain and improve its platform.
• Suppliers and creditors face increased risk due to the company's financial instability.

Next Steps

• The company is required to hold a meeting of stockholders on or before the date that is six months after the date of the May 2024 FF Purchase Agreement, for the purpose of obtaining the FF Stockholder Approval.
• The company is required to hold a meeting of stockholders on or before the date that is six months after the date of the June 2024 FF Purchase Agreement, for the purpose of obtaining the FF Stockholder Approval.

Key Dates

Keywords

common stock, registration statement, selling stockholders, warrants, Signing Day Sports, resale, securities, platform, recruitment, sports