Signing Day Sports Announces Closing of $5.6 Million Public Offering

Rhea-AI Summary

Signing Day Sports (NYSE American: SGN) announced the closing of a public offering of 9,483,500 shares of common stock sold together with warrants to purchase 14,225,250 shares at a public offering price of $0.5905 per share and accompanying warrant. The warrants are initially exercisable at $0.7086 per share and may be exercised on a zero-cash basis under a formula (floor $0.6760) until January 23, 2026. Warrants expire on the earlier of full exercise, five years from initial exercise, or closing of the Business Combination Agreement dated May 27, 2025. Gross proceeds were approximately $5.6 million before underwriting discounts and expenses; Maxim Group acted as sole book-running manager and the Form S-1 was declared effective on January 13, 2026.

Positive

• Gross proceeds of approximately $5.6 million
• Issued 9,483,500 common shares in the offering
• Accompanying warrants for 14,225,250 shares exercisable at $0.7086

Negative

• Potential dilution from warrants convertible into 14,225,250 shares
• Net proceeds reduced by underwriting discounts and offering expenses

News Market Reaction – SGN

-17.62% 2.4x vol

25 alerts

-17.62% News Effect

-39.3% Trough in 26 hr 43 min

-$245K Valuation Impact

$1M Market Cap

2.4x Rel. Volume

On the day this news was published, SGN declined 17.62%, reflecting a significant negative market reaction. Argus tracked a trough of -39.3% from its starting point during tracking. Our momentum scanner triggered 25 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $245K from the company's valuation, bringing the market cap to $1M at that time. Trading volume was elevated at 2.4x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 9,483,500 shares Investor warrants: 14,225,250 warrants Offering price: $0.5905 per share+warrant +5 more

8 metrics

Shares offered 9,483,500 shares Common stock sold in this public offering

Investor warrants 14,225,250 warrants Warrants to purchase common stock issued with shares

Offering price $0.5905 per share+warrant Public offering price of common stock and accompanying warrant

Warrant exercise price $0.7086 per share Initial exercise price of warrants issued in offering

Zero-cash floor price $0.6760 per share Floor price for zero cash exercise formula

Zero-cash exercise window Until Jan 23, 2026 Period when warrants may be exercised on a zero cash basis

Gross proceeds $5.6 million Gross proceeds before underwriting discounts and expenses

Warrant term limit 5 years from initial exercise Outer time limit for warrant expiration, absent earlier triggers

Market Reality Check

Price: $0.5198 Vol: Volume 17,736,732 is abou...

high vol

$0.5198 Last Close

Volume Volume 17,736,732 is about 7x the 20-day average of 2,534,143, signaling intense reaction to the offering. high

Technical Shares at $0.2701 are trading below the 200-day MA of $1.27 and sit far under the $7.24 52-week high.

Peers on Argus

SGN is sharply lower (-54.26%) while momentum peers show mixed action: some up s...

3 Up 1 Down

SGN is sharply lower (-54.26%) while momentum peers show mixed action: some up strongly (e.g., SOPA, JTAI) and MASK down, indicating SGN’s move is company-specific to this capital raise.

Common Catalyst Peer headlines focus on a reverse split (FTFT) and AI/data center initiatives (MASK), while SGN’s news centers on a dilutive equity/warrant financing.

Historical Context

5 past events · Latest: Jan 13 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Equity offering pricing	Negative	-54.3%	$5.6M stock-and-warrant offering priced at $0.5905.
Jan 08	Sports event update	Positive	+7.2%	Military Appreciation Bowl combine drew ~1,000 athletes and expanded series.
Jan 07	Deal status update	Positive	-10.0%	Timeline and conditions for proposed BlockchAIn business combination.
Dec 05	AI/HPC strategy letter	Positive	-4.8%	Shareholder letter on AI/HPC infrastructure opportunity and valuation metrics.
Dec 01	S-4 filing news	Positive	-18.0%	Announcement of Form S-4 filing for proposed One Blockchain combination.

Pattern Detected

The stock saw a major drop on the prior offering pricing news and has often traded lower on business combination and AI/infrastructure updates, with only event-driven sports content drawing a positive reaction.

Recent Company History

Over the past months, SGN has focused on a proposed business combination with BlockchAIn/One Blockchain and positioning around AI/HPC infrastructure. The Dec 1, 2025 S-4 filing and later shareholder letter outlining an implied BlockchAIn enterprise value of $646.0M drew negative stock reactions. A business combination update on Jan 7, 2026 and the S-4 news each coincided with double‑digit percentage declines, while a sports combine event on Jan 8, 2026 produced a 7.16% gain. The prior day’s $5.6M offering pricing led to a -54.26% drop, framing today’s closing announcement.

Regulatory & Risk Context

Active S-3 Shelf · $2.59M

Shelf Active

Active S-3 Shelf Registration 2025-08-29

$2.59M registered capacity

An effective S-3 shelf dated Aug 29, 2025 registers up to 1,297,322 shares with modeled gross proceeds up to $2.59M. It has been used at least once (recent 424B4), adding another avenue for future share issuance and potential dilution alongside today’s stock-and-warrant financing.

Market Pulse Summary

The stock dropped -17.6% in the session following this news. A negative reaction despite the offerin...

Analysis

The stock dropped -17.6% in the session following this news. A negative reaction despite the offering’s completion fits the pattern seen after the prior pricing announcement, which coincided with a -54.26% move. The structure introduces 9,483,500 new shares and 14,225,250 warrants, plus zero-cash exercise features and business-combination-triggered expiry, reinforcing dilution concerns. Past deal and AI-related communications have also preceded declines, underscoring sensitivity to financing and capital-structure changes.

Key Terms

warrants, beneficial ownership limitation, zero cash exercise, public offering price, +4 more

8 terms

warrants financial

"shares of common stock, which were offered together with warrants to purchase 14,225,250"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficial ownership limitation regulatory

"subject to a floor price of $0.6760 per share and subject to a beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

zero cash exercise financial

"may also be exercised on a zero cash exercise basis for a number of shares"

A zero cash exercise is a way for an option holder to convert stock options into actual shares without paying money up front, typically by surrendering some of the newly issued shares to cover the exercise cost and taxes. Think of it like trading part of a purchased item back to the seller to settle the bill; for investors it matters because it increases the number of shares outstanding, which can dilute existing ownership and affect metrics like earnings per share and potential selling pressure.

public offering price financial

"at a public offering price of $0.5905 per share and accompanying warrant"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

registration statement on Form S-1 regulatory

"A registration statement on Form S-1 (File No. 333-292569), as amended, relating to the offering"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

final prospectus regulatory

"A final prospectus relating to the offering has been filed with the SEC"

A final prospectus is the official, completed disclosure document that describes a securities offering, including the business, financial details, risks, how many shares are being sold and how proceeds will be used. Think of it like the full instruction manual and ingredient list for an investment: it gives potential buyers the facts they need to judge value and risk before committing money. Investors rely on it to compare offerings and make informed choices.

book-running manager financial

"Maxim Group LLC acted as sole book-running manager for the offering."

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

Business Combination Agreement regulatory

"closing date of the transactions contemplated by the Business Combination Agreement, dated as of May 27, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

AI-generated analysis. Not financial advice.

SCOTTSDALE, AZ, Jan. 14, 2026 (GLOBE NEWSWIRE) -- Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the Signing Day Sports app and platform to aid high school athletes in the recruitment process, today announced the closing of its public offering of 9,483,500 shares of common stock, which were offered together with warrants to purchase 14,225,250 shares of common stock, at a public offering price of $0.5905 per share and accompanying warrant.

The warrants are initially exercisable at a price of $0.7086 per share. The warrants may also be exercised on a zero cash exercise basis for a number of shares of common stock pursuant to the formula defined in the warrants subject to a floor price of $0.6760 per share and subject to a beneficial ownership limitation, and may be exercised on such basis until January 23, 2026. The warrants will expire on the earlier of (i) full exercise, (ii) five years from the initial exercise date, and (iii) the closing date of the transactions contemplated by the Business Combination Agreement, dated as of May 27, 2025, by and among the Company, BlockchAIn Digital Infrastructure, Inc., BDCI Merger Sub I Inc., BCDI Merger Sub II LLC, and One Blockchain LLC, as amended, and as may be subsequently amended. The shares of common stock and accompanying warrants were only purchased together in this public offering but were issued separately and were immediately separable upon issuance.

Gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses, were approximately $5.6 million.

Maxim Group LLC acted as sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-292569), as amended, relating to the offering was filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on January 13, 2026. A final prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. The offering was made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering may also be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Signing Day Sports, Inc.

Signing Day Sports' mission is to help student-athletes achieve their goal of playing college sports. Signing Day Sports' app allows student-athletes to build their Signing Day Sports' recruitment profile, which includes information college coaches need to evaluate and verify them through video technology. The Signing Day Sports app includes a platform to upload a comprehensive data set including video-verified measurables (such as height, weight, 40-yard dash, wingspan, and hand size), academic information (such as official transcripts and SAT/ACT scores), and technical skill videos (such as drills and mechanics that exemplify player mechanics, coordination, and development). For more information on Signing Day Sports, go to https://bit.ly/SigningDaySports.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "may," "could," "will," "should," "would," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," "project" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, including without limitation, those described in the sections entitled “Forward-Looking Statements” and “Risk Factors” in the Company’s reports and other filings with the SEC. These risks, uncertainties and other factors are, in some cases, beyond the Company’s control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, or if these underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. All subsequent written and oral forward-looking statements concerning Signing Day Sports or any of its affiliates, or other matters and attributable to Signing Day Sports, any of its affiliates, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Investor Contacts:
Crescendo Communications, LLC
212-671-1020
SGN@crescendo-ir.com

FAQ

What did Signing Day Sports (SGN) announce on January 14, 2026?

Signing Day Sports closed a public offering of 9,483,500 shares with warrants to buy 14,225,250 shares, raising about $5.6 million gross.

What is the SGN warrant exercise price and expiration?

Warrants are initially exercisable at $0.7086 per share, may be zero-cash exercised under a formula with a floor of $0.6760 until Jan 23, 2026, and expire upon full exercise, five years from initial exercise, or closing of the May 27, 2025 Business Combination Agreement.

How can investors obtain the SGN offering prospectus?

A final prospectus is filed with the SEC and is available at www.sec.gov or from Maxim Group LLC's syndicate department by phone or email.

Who managed the SGN public offering and when was the registration effective?

Maxim Group acted as sole book-running manager and the related Form S-1 was declared effective on January 13, 2026.

How will the SGN offering affect existing shareholders?

The offering added new shares and warrants that may increase outstanding shares if exercised, creating potential dilution for existing shareholders.