Signing Day Sports Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2024, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Signing Day Sports, a Delaware corporation (the “Company”), the Company’s stockholders approved the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan, which amended and restated the Signing Day Sports, Inc. 2022 Equity Incentive Plan (as amended, the “Plan”. The approval of the Plan increased the maximum aggregate number of shares of common stock, par value $0.0001 per share, of the Company (“common stock”), available for the grant of awards under the Plan by an additional 2,250,000 shares, and made certain corresponding and clarifying changes. A further description of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on August 9, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated by reference herein.
A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 18, 2024, the Company held the Annual Meeting. As of July 22, 2024, the record date for the Annual Meeting, there were 16,097,086 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 8,184,054 shares, or approximately 50.8%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of the Company’s common stock are entitled to one vote for each share held. The proposals are described in greater detail in the Proxy Statement, the relevant portions of which are incorporated by reference herein. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
(i) A proposal to elect the five (5) nominees named in the Proxy Statement to the Company’s board of directors to hold office until the annual meeting of stockholders to be held in 2025. The proposal was approved as set forth below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Daniel Nelson | 4,710,852 | 3,473,202 | 0 | |||||||||
| Jeffry Hecklinski | 5,443,285 | 2,740,769 | 0 | |||||||||
| Roger Mason Jr. | 4,710,852 | 3,473,202 | 0 | |||||||||
| Greg Economou | 4,674,573 | 3,509,481 | 0 | |||||||||
| Peter Borish | 5,443,385 | 2,740,669 | 0 | |||||||||
(ii) A proposal to ratify the appointment of BARTON CPA as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,440,296 | 2,640,327 | 103,431 | 0 |
(iii) A proposal to approve the issuance of all of the shares of common stock, issued or issuable pursuant to the Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire Global Opportunities Fund, LLC (“FirstFire”), as amended (the “May 2024 FF Purchase Agreement”), the Securities Purchase Agreement, dated as of June 18, 2024, between the Company and FirstFire (the “June 2024 FF Purchase Agreement”), and the letter agreement, dated August 9, 2021, between the Company and Boustead Securities, LLC (“Boustead”), as amended (as amended, the “Boustead Engagement Letter”), in connection with the May 2024 FF Purchase Agreement and the June 2024 FF Purchase Agreement, in accordance with Section 713(a) of the NYSE American LLC Company Guide. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,710,052 | 3,474,002 | 0 | 0 |
(iv) A proposal to approve the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan. The proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,710,952 | 3,373,102 | 100,000 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 19, 2024 | Signing Day Sports, Inc. | |
| /s/ Daniel Nelson | ||
| Name: | Daniel Nelson | |
| Title: | Chief Executive Officer | |
2