SEC Form SC 13D filed by Signing Day Sports Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

October 16, 2024

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Explanatory Note

The Reporting Persons (as defined below) previously filed a Schedule 13G with the Securities and Exchange Commission (the “SEC”) on February 12, 2024, as amended by the Schedule 13G/A (Amendment No. 1) filed with the SEC on July 8, 2024, pursuant to Rule 13d-1(d) of the Act. On October 16, 2024, each of the Reporting Persons acquired beneficial ownership of 1,000,000 shares of common stock, which constitutes an acquisition of more than 2% of the outstanding shares of common stock. The Reporting Persons are filing this Schedule 13D (this “Schedule 13D”) in connection with this acquisition.

Unless otherwise noted, the share and per share information in this Schedule 13D have been adjusted to give effect to the one-for-five (1-for-5) reverse stock split of the outstanding common stock of the Issuer which became effective on April 14, 2023.

Item 1. Security and Issuer.

This Schedule 13D relates to common stock, par value $0.0001 per share, of Signing Day Sports, Inc., a Delaware corporation. The Issuer has its principal executive offices at 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

On October 16, 2024, Daniel D. Nelson was granted 1,000,000 shares of common stock (the “Acquisition Shares”) under the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Plan”). The Acquisition Shares were granted pursuant to terms and conditions of the Issuer’s standard form of restricted stock award agreement under the Plan in consideration for Mr. Nelson’s services provided while employed as the Chief Executive Officer of the Issuer. Copies of the Plan and the restricted stock award agreement between the Issuer and Daniel D. Nelson are filed as Exhibit 2 and Exhibit 3 to this Schedule 13D, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.

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Prior acquisitions that were not previously reported pursuant to Regulation 13D-G consist of the following:

On June 13, 2024, the Issuer granted an award of 200,000 shares of restricted common stock under the Plan to Daniel D. Nelson. The restricted shares were granted subject to certain vesting conditions and other terms and conditions of the Issuer’s standard form of restricted stock award agreement under the Plan. A copy of the restricted stock award agreement is filed as Exhibit 4 to this Schedule 13D, and the description above is qualified in its entirety by reference to the full text of such exhibit.

On November 22, 2023, the Issuer granted an option under the Plan to purchase a total of 100,000 shares of common stock to Daniel D. Nelson pursuant to certain compensation terms of the Executive Employment Agreement, dated as of November 22, 2023, between the Issuer and Daniel D. Nelson (the “Executive Employment Agreement”). The option may be exercised at $3.10 per share. The option was granted subject to certain vesting conditions and other terms and conditions of the Issuer’s standard form of stock option agreement under the Plan. The Executive Employment Agreement was amended by the Amended and Restated Executive Employment Agreement, dated as of March 1, 2024 (the “Amended and Restated Executive Agreement”), as amended by Amendment No. 1 to Executive Employment Agreement, dated as of July 9, 2024 (the “Amendment to Executive Agreement”), between the Issuer and Mr. Nelson. Copies of the stock option agreement, the Executive Employment Agreement, the Amended and Restated Executive Agreement, and the Amendment to Executive Agreement are filed as Exhibit 5, Exhibit 6, Exhibit 7, and Exhibit 8 to this Schedule 13D, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.

On November 16, 2023, the Nelson Trust, whose co-trustees are the Reporting Persons, purchased 20,000 shares of common stock for a purchase price of $100,000 in the Issuer’s initial public offering, at the initial public offering price of $5.00 per share.

In connection with the Issuer’s initial public offering, pursuant to the Underwriting Agreement,
dated as of November 13, 2023, by and between the Issuer and Boustead Securities, LLC (as representative of the underwriters named therein) (“Boustead”), the executive officers, directors and stockholders holding 5% or more of the Issuer’s shares (as well as holders of convertible or exercisable securities which convert into or are exercisable into common stock), including the Reporting Persons, entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which they agreed, subject to certain exceptions, to a 12-month “lock-up” period from the date on which the trading of the Issuer’s common stock commences, during which, without the prior written consent of Boustead, they shall not, directly or indirectly, subject to certain exceptions, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, any securities of the Issuer, owned either of record or beneficially by any signatory of the respective Lock-Up Agreements on the date of the prospectus or thereafter acquired, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing; (ii) enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of the securities of the Company, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of securities of the Company or other securities, in cash or otherwise. The form of the Lock-Up Agreements is filed as Exhibit 9 to this Schedule 13D, and the description above is qualified in its entirety by reference to the full text of such exhibit.

On September 28, 2022, the Issuer granted an option to purchase 30,000 shares of common stock and an option to purchase 5,000 shares of common stock under the Plan to Daniel D. Nelson. The options may be exercised at $3.10 per share. The option to purchase 30,000 shares of common stock was granted subject to certain vesting conditions, which have been met as of the date of this Schedule 13D, and other terms and conditions of the Issuer’s standard form of stock option agreement under the Plan (the “Vested Option Agreement”). The option to purchase 5,000 shares of common stock was granted as fully vested on the grant date, subject to other terms and conditions of the Issuer’s standard form of stock option agreement under the Plan (the “Immediate Option Agreement”). Copies of the Vested Option Agreement and the Immediate Option Agreement are filed as Exhibit 10 and Exhibit 11 to this Schedule 13D, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.

On September 22, 2022, a SAFE (Simple Agreement For Future Equity), dated as of April 23, 2021 (the “SAFE”), between the Nelson Trust and Signing Day Sports, LLC, an Arizona limited liability company (“SDS – AZ”), under which the Nelson Trust paid SDS – AZ $100,000 in exchange for certain future equity rights in SDS – AZ, was cancelled and the number of shares of common stock equal to the purchase amount under the SAFE divided by approximately $3.35, based on a $25 million valuation for the Company, or 29,851 shares, was issued to the Nelson Trust, pursuant to a Cancellation and Exchange Agreement, dated as of September 22, 2022, between the Issuer and the Nelson Trust (the “Cancellation Agreement”). Copies of the SAFE and the Cancellation Agreement are filed as Exhibit 12 and Exhibit 13 to this Schedule 13D, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.

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On October 15, 2021, the Issuer issued a 6% convertible unsecured promissory note (the “Convertible Note”) in a private placement in the amount of $1,500,000 to the Nelson Trust, whose co-trustees are the Reporting Persons. The Convertible Note incurred interest at 6% annually and was to mature on October 15, 2024. The Convertible Note contained provisions for optional and mandatory conversion and conversion price adjustments. On November 13, 2023, the Issuer issued a settlement notice to the holders of the 6% convertible unsecured promissory notes undertaking to effect conversions as if 110% of the principal being converted was being converted. The Nelson Trust also entered into a Subscription Agreement (“Subscription Agreement”) and an Investor Rights and Lockup Agreement (“Investor Rights and Lockup Agreement”) which provided information and inspection rights, registration rights, lock-up provisions, participation rights in subsequent securities offerings and private placements, and typical “drag along” and “tag along” rights. On November 16, 2023, the closing of the Issuer’s initial public offering and the listing of its common stock on the NYSE American LLC constituted a Liquidity Event (defined to include an initial public offering and national stock exchange listing of the common stock of the Issuer) with respect to the Convertible Note. As a result, on November 16, 2023, the principal of $1,500,000 outstanding under the Convertible Note automatically converted into a total of 660,000 shares of common stock, based on the conversion price of 50% of the initial public offering price of $5.00 per share, in accordance with the settlement notice described above, and the interest under the Convertible Note was waived in accordance with its terms. Copies of the Convertible Note, the Subscription Agreement, and the Investor Rights and Lockup Agreement are filed as Exhibit 14, Exhibit 15, and Exhibit 16 to this Schedule 13D, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.

Jodi B. Nelson is the spouse of Daniel D. Nelson, and is deemed to beneficially own the shares of common stock beneficially owned by Mr. Nelson and to have shared voting and dispositive power over such shares.

Item 4. Purpose of Transaction.

The Reporting Persons’ acquisition of the Acquisition Shares was for investment and compensation purposes. Daniel D. Nelson has been a director of the Issuer since July 8, 2022, the Chief Executive Officer of the Issuer since November 21, 2022, and the Chairman of the Issuer since March 24, 2023. In these capacities, Mr. Nelson may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as disclosed in this Item, the Reporting Persons do not have any current plans or proposals which relate to or would result in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, however, expect to evaluate on a continuing basis their goals and objectives, other business opportunities available to them and may change their plans or proposals in the future. In determining from time to time whether to sell the securities reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. In addition, the Reporting Persons may, from time to time, transfer shares beneficially owned by them for tax, estate or other economic planning purposes. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

Item 5. Interest in Securities of the Issuer.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 3 and Item 4 hereof is incorporated by reference into this Item 6.

Other than as described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including, but not limited to, call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 21, 2024