Signing Day Sports Announces Pricing of $5.6 Million Public Offering

Rhea-AI Summary

Signing Day Sports (NYSE American: SGN) priced a public offering of 9,483,500 common shares with warrants to purchase 14,225,250 shares at a public offering price of $0.5905 per share and accompanying warrant. Gross proceeds before fees are expected to be $5.6 million. Warrants are initially exercisable at $0.7086, include a zero-cash exercise formula subject to a $0.6760 floor and a beneficial ownership limit, and expire on the earlier of full exercise, five years from initial exercise, or closing of the stated business combination. The offering is expected to close on January 14, 2026, subject to customary conditions; Maxim Group is sole book-runner.

Positive

• Gross proceeds of $5.6 million
• Offering includes 9,483,500 shares plus warrants for 14,225,250 shares
• Warrants exercisable through Jan 26, 2026 on zero-cash formula (floor $0.6760)

Negative

• Potential dilution from 9.48M shares plus 14.23M warrant shares
• Public offering price of $0.5905 implies fundraising at a low per-share price for current holders
• Warrants subject to beneficial ownership limit that may constrain conversions

News Market Reaction – SGN

-54.26% 37.1x vol

44 alerts

-54.26% News Effect

-59.6% Trough in 14 hr 14 min

-$3M Valuation Impact

$2M Market Cap

37.1x Rel. Volume

On the day this news was published, SGN declined 54.26%, reflecting a significant negative market reaction. Argus tracked a trough of -59.6% from its starting point during tracking. Our momentum scanner triggered 44 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $2M at that time. Trading volume was exceptionally heavy at 37.1x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

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

8 metrics

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

Warrants offered 14,225,250 warrants Warrants to purchase common stock in the offering

Offering price $0.5905 per share+warrant Public offering price for each share and accompanying warrant

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

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

Gross proceeds $5.6 million Expected gross proceeds before fees and expenses

Warrant zero-cash period Until Jan 26, 2026 Period when warrants may be exercised on zero cash basis

Form S-1 file number 333-292569 Registration statement covering this public offering

Market Reality Check

Price: $0.5198 Vol: Volume 20,533,746 is 12.7...

high vol

$0.5198 Last Close

Volume Volume 20,533,746 is 12.71x the 20-day average of 1,616,046, indicating heavy pre-news activity. high

Technical Price $0.5905 is below the 200-day MA at $1.27 and 91.84% under the 52-week high.

Peers on Argus

Scanner flagged 2 peers (e.g., MASK) moving down (median about -5.3%), while SGN...

2 Down

Scanner flagged 2 peers (e.g., MASK) moving down (median about -5.3%), while SGN was up 19.97%, suggesting a stock-specific reaction to the offering terms rather than a broad sector move.

Historical Context

5 past events · Latest: Jan 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 08	Sports event update	Positive	+7.2%	Military Appreciation Bowl combine attracted ~1,000 student-athletes and expanded series.
Jan 07	Deal progress update	Positive	-10.0%	Timeline and status update on proposed BlockchAIn business combination and approvals.
Dec 05	AI/HPC opportunity	Positive	-4.8%	Shareholder letter detailing AI/HPC infrastructure opportunity and valuation framework.
Dec 01	S-4 filing	Positive	-18.0%	Announcement of Form S-4 filing for proposed combination and planned AIB listing.
Nov 12	Quarterly earnings	Negative	-9.2%	Low revenue, ongoing net loss, going-concern pressures despite lower expenses.

Pattern Detected

Positive strategic updates have often met with negative price reactions, while operational or event-driven news shows more mixed alignment.

Recent Company History

Over the last few months, SGN has focused on its proposed business combination with BlockchAIn and One Blockchain, alongside modest operating results. Updates on the transaction structure and S-4 filings on Dec 1, 2025 and early Jan 2026 were generally followed by share price declines, despite highlighting AI/HPC infrastructure opportunities and implied valuations. Operationally, the company reported small revenues and ongoing losses for the quarter ended Sept 30, 2025, and hosted a large national combine event in Dec 2025. Today’s financing sits against this backdrop of funding needs and pending combination.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-08-29

The company has an active Form S-3 shelf dated Aug 29, 2025, registering up to 1,297,322 shares with modeled gross proceeds scenarios between $1.62M and $2.59M. The filing also notes existing dilutive instruments, including warrants and options, and specifies estimated offering expenses for potential issuances.

Market Pulse Summary

The stock dropped -54.3% in the session following this news. A negative reaction despite added capit...

Analysis

The stock dropped -54.3% in the session following this news. A negative reaction despite added capital would fit a pattern where SGN’s positive strategic announcements, particularly around its BlockchAIn combination, often coincided with share price declines. The offering involves 9,483,500 new shares plus 14,225,250 warrants at $0.5905, adding clear dilution on top of previously registered securities under the active S-3 shelf. Prior filings have highlighted recurring losses and going‑concern risks, which could magnify investor sensitivity to further equity issuance.

Key Terms

warrants, zero cash exercise, beneficial ownership limitation, Business Combination Agreement, +4 more

8 terms

warrants financial

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

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.

zero cash exercise financial

"The warrants 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.

beneficial ownership limitation financial

"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.

Business Combination Agreement regulatory

"the 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.

registration statement regulatory

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

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Form S-1 regulatory

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

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

prospectus regulatory

"A final prospectus relating to the offering will be filed with the SEC and will be available"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

book-running manager financial

"Maxim Group LLC is acting 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.

AI-generated analysis. Not financial advice.

SCOTTSDALE, Arizona, Jan. 13, 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 pricing of its public offering of 9,483,500 shares of common stock, which are being 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 will be 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 26, 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 can only be purchased together in this public offering but will be issued separately and will be immediately separable upon issuance.

Gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses, are expected to be $5.6 million. The offering is expected to close on January 14, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting 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 will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. The offering is being made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering, when available, 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, satisfaction of customary closing conditions related to the offering, anticipated proceeds, and the ability to meet stock exchange listing standards, and 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 13, 2026?

Signing Day Sports priced a public offering of 9,483,500 common shares with warrants to buy 14,225,250 shares at $0.5905 per share with expected gross proceeds of $5.6 million.

How much money will SGN raise from the offering and when will it close?

Gross proceeds are expected to be $5.6 million before fees, and the offering is expected to close on January 14, 2026, subject to customary conditions.

What are the SGN warrant terms and exercise price?

Warrants are initially exercisable at $0.7086 per share, may be zero-cash exercised per a formula subject to a $0.6760 floor, and expire on the earlier of full exercise, five years, or the closing of the specified business combination.

Will the SGN shares and warrants be issued together or separately?

Shares and accompanying warrants are sold together in the offering but will be issued separately and will be immediately separable upon issuance.

Who is managing the SGN offering and where can investors get the prospectus?

Maxim Group LLC is sole book-running manager; a final prospectus will be filed with the SEC and available on the SEC website and from Maxim Group's syndicate department when available.

Does the SGN offering affect the pending business combination timeline?

The warrants expire earlier upon the closing date of the referenced business combination, linking warrant life to that transaction's closing.