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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 31, 2025
| SIGNING DAY SPORTS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41863 |
|
87-2792157 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 8355 East Hartford Rd., Suite 100, Scottsdale, AZ |
|
85255 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (480) 220-6814
| |
| |
| (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 |
| Common Stock, par value $0.0001 per share |
|
SGN |
|
NYSE American LLC |
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 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Signing Day Sports, Inc., a Delaware
corporation (the “Company”), on January 30, 2025 (the “January 2025 Form 8-K”), on January 30, 2025, the
Company entered into a Sponsorship Agreement (the “Sponsorship Agreement”), between Goat Farm Sports, LLC, a New Jersey limited
liability company (“GFS”), and the Company. The information contained in the January 2025 Form 8-K is incorporated by reference
herein.
On July 31, 2025, the Company entered into an
Amended and Restated Sponsorship Agreement, dated as of July 31, 2025 (the “Amended and Restated Sponsorship Agreement”),
between GFS and the Company. The Amended and Restated Sponsorship Agreement provides for (i) a reduced term, which shall now terminate
on December 31, 2025, (ii) a carve-out to the exclusivity provision permitting GFS to partner with CurvAI for the 2025 Bowl (as defined
in the January 2025 Form 8-K), and (iii) amendments to the provisions in the Sponsorship Agreement relating to the Sponsorship Payments
(as such term was defined by the Sponsorship Agreement), which, under the Amended and Restated Sponsorship Agreement, now provide for
the Company to pay $150,000 to GFS by January 30, 2025, which has been paid, $50,000 to be paid to GFS on or before September 1, 2025,
and $100,000 to be paid to GFS on or before December 21, 2025, reduced by the total of each earned but unpaid $60 stipend for the 2025
Bowl, and further provided that if the total of each earned but unpaid stipend exceeds $100,000, then no such payment shall be due, and
GFS will pay the difference between earned but unpaid stipends and $100,000 to the Company by December 22, 2025.
The Amended and Restated Sponsorship Agreement
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 9.01
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated Sponsorship Agreement, dated as of July 31, 2025, between Goat Farm Sports, LLC and Signing Day Sports, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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: July 31, 2025 |
Signing Day Sports, Inc. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: Daniel Nelson |
| |
Title: Chief Executive Officer |