SIGNING DAY SPORTS INC SEC Filings

Signing Day Sports (SGN) filed Amendment No. 3 to an 8-K to amend Item 9.01. The update supplies exhibits tied to its proposed business combination with One Blockchain/BlockchAIn under the Business Combination Agreement dated May 27, 2025, as amended November 10, 2025. The company states this amendment does not modify other disclosures from prior versions.

The filing includes a Risk Factors exhibit, audited and unaudited financial statements of One Blockchain, and unaudited pro forma condensed combined financial information for Signing Day Sports and One Blockchain. It also references a Purchase Agreement with Helena Global Investment Opportunities 1 Ltd., a Placement Agency Agreement with Maxim Group LLC, and a Limited Waiver with Helena. A Form S-4 registration statement for the transaction will contain a proxy statement/prospectus and has not been declared effective; definitive materials would be disseminated after effectiveness.

Signing Day Sports (SGN) filed its Q3 2025 report, highlighting continued operating losses and a going concern warning. Nine-month revenue was $245,745 versus $494,952 a year ago, while the net loss narrowed to $2,776,079 from $5,412,781 as operating expenses declined. For the quarter, revenue was $30,581 versus $55,363.

Cash and cash equivalents were $215,539 as of September 30, 2025 against current liabilities of $1,090,463. Operating cash outflow was $4,149,858 for the nine months. Stockholders’ equity improved to a deficit of $68,309 from a deficit of $2,205,874 at year-end 2024, aided by capital raises.

The company raised $4,591,848 via its ATM program and repaid prior notes, eliminating a $35,190 warrant liability. Management states “substantial doubt” exists about continuing as a going concern due to recurring losses and limited liquidity. The company also disclosed a Business Combination Agreement with BlockchAIn Digital Infrastructure, with closing subject to effectiveness of a registration statement, shareholder approval, and listing approval.

Signing Day Sports reported that it issued a press release with selected financial results for the quarter ended September 30, 2025 and provided a business update.

The company furnished the release as Exhibit 99.1 to an Item 2.02 Form 8-K; it is furnished, not filed, and therefore not subject to Section 18 liabilities. The communication includes forward‑looking statements that are subject to risks and uncertainties as described in the company’s SEC reports.

Signing Day Sports (SGN) amended its Business Combination Agreement with One Blockchain, adjusting how cash from Permitted Capital Raises can be used and setting post‑closing equity plan terms. The company may apply proceeds to deal expenses, up to $1,500,000 for specified liabilities including Executive Consulting Agreements, and up to $1,500,000 for One Blockchain’s transaction costs.

At closing, any residual cash will be split: 70% retained by Signing Day Sports for Executive Consulting Agreement liabilities and working capital, and 30% distributed to BlockchAIn for working capital. Remaining company liabilities at closing will be the company’s responsibility.

BlockchAIn will adopt a new equity incentive plan no later than closing with an initial reserve equal to 20% of fully diluted shares post‑closing and an evergreen provision of 2%. An S‑4 registration statement with a proxy/prospectus is planned but has not yet been filed or declared effective.

Signing Day Sports, Inc. (SGN) seeks stockholder approval at the November 17, 2025 annual meeting for five director nominees and to ratify BARTON CPA PLLC as auditor. Management proposes Amendment No. 1 to increase the equity plan reserve to 1,000,000 shares and seeks approval to issue 20% or more of outstanding common stock under a Purchase Agreement to comply with the NYSE American Company Guide. Voting options include internet, mail, phone and fax.

The filing discloses multiple related-party financings and note repayments, including promissory notes and advances from CEO Daniel Nelson (notably a $100,000 September 2024 note accruing at 20% monthly compounding which was repaid in January 2025) and prior convertible notes that converted at IPO terms. The proxy also describes consultant stock grants, registration and resale mechanics for an investor purchase agreement, audit committee actions, and board nomination criteria.

Signing Day Sports, Inc. filed a Pre-Effective Amendment converting a previously filed Form S-3 into a registration statement on Form S-1 and updated disclosure incorporated by reference from its September 25, 2025 Current Report. The amendment discloses an assumed issuance of 1,297,322 shares (shown as 25.0% in the table) at illustrative average purchase prices ranging from $1.25 to $2.00, producing prospective proceeds between $1.62 million and $2.59 million. The prospectus shows offering-related estimated expenses of $50,000 for legal fees, $20,000 for accounting, and $20,000 for transfer agent fees. The filing incorporates multiple exhibits and prior SEC reports by reference and notes that the assumed offering price may be the closing sale price on the NYSE American on September 24, 2025 less a 5% discount.

Signing Day Sports filed an amendment to its Form 8-K describing aspects of a proposed Business Combination with One Blockchain and related disclosures to be included in a forthcoming proxy statement/prospectus. The filing states the managers and officers of One Blockchain do not currently hold any interests in Signing Day Sports. It lists multiple risk factors affecting the transaction and future operations, including uncertainty over completion conditions, NYSE American listing, regulatory and legal compliance, cryptocurrency price volatility, operational risks, and cash runway.