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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): February 12, 2026
| 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) |
| (480) 220-6814 |
| (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 |
| Common Stock, $0.0001 par value 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 7.01 Regulation FD Disclosure.
On February 12, 2026,
Signing Day Sports, Inc., a Delaware corporation (“Signing Day Sports” or the “Company”), issued a press
release announcing that Eyal Rozen was named Chief Operating Officer of One Blockchain LLC, a Delaware limited liability company
(“One Blockchain”). The announcement relates to a proposed business combination (“Business Combination”) and
certain related transactions (collectively, “Transactions”) contemplated under the Business Combination Agreement, dated
as of May 27, 2025, among the Company, BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (“BlockchAIn”),
One Blockchain, BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of BlockchAIn (“Merger Sub
I”), and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of BlockchAIn
(“Merger Sub II”), as amended by Amendment No. 1 to the Business Combination Agreement, dated as of November 10, 2025,
between Signing Day Sports and One Blockchain, as amended by Amendment No. 2 to the Business Combination Agreement, dated as of
December 21, 2025, by and among the Company, BlockchAIn, One Blockchain, Merger Sub I, and Merger Sub II (as amended, the
“Business Combination Agreement”). A copy of the press release is furnished hereto as Exhibit 99.1.
The information furnished pursuant to this Item
7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities
Act”), except as expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
Pursuant to the Business Combination
Agreement, BlockchAIn has filed a Registration Statement on Form S-4 (as amended from time to time, the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which contains a preliminary proxy
statement of Signing Day Sports and a preliminary prospectus for registration of shares of BlockchAIn. While the Registration
Statement has been declared effective by the SEC, it remains subject to post-effective amendment filing requirements. Subject to any
such post-effective amendment being filed and declared effective, the definitive proxy statement/prospectus will be mailed or
otherwise disseminated to Signing Day Sports stockholders. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF
SIGNING DAY SPORTS ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ONE BLOCKCHAIN, SIGNING DAY SPORTS, THE PROPOSED BUSINESS COMBINATION, AND RELATED MATTERS. The
proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by BlockchAIn
and Signing Day Sports with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC by Signing Day Sports by directing a written request to:
Signing Day Sports, Inc., 8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255. Investors and security holders are urged to read
the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment
decision with respect to the proposed Business Combination.
Participants in the Solicitation
Signing Day Sports, and its directors, executive
officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation
of proxies from the stockholders of Signing Day Sports with respect to the Transactions and related matters. Information about the directors
and executive officers of Signing Day Sports, including their ownership of shares of Signing Day Sports, is included in Signing Day Sports’
Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on April 11, 2025, as amended on August
6, 2025. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from Signing
Day Sports stockholders, including a description of their interests in the Transactions by security holdings or otherwise, will be included
in the proxy statement/prospectus and other relevant documents to be publicly filed with the SEC when they become available. The managers
and officers of One Blockchain do not currently hold any interests, by security holdings or otherwise, in Signing Day Sports.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such other jurisdiction. No offering of securities in connection with the proposed business combination shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from,
or in a transaction not subject to, such registration requirements.
Forward-Looking Statements
The press release attached as Exhibit 99.1 hereto
and the statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” “plan,” “target,” “predict,” “potential,” or the negative of such
terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking
statements relating to expectations about future results or events are based upon information available to the Company as of today’s
date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations
discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods
are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, including,
without limitation, the parties’ ability to complete the Transactions, the parties’ ability to integrate their respective
businesses into a combined publicly listed company post-merger, the ability of the parties to obtain all necessary consents and approvals
in connection with the Transactions, obtain stock exchange clearance of a listing application in connection with the Transactions, the
parties’ ability to obtain their respective equity securityholders’ approval, and obtain sufficient funding to maintain operations
and develop additional services and offerings, market acceptance of the parties’ current products and services and planned offerings,
competition from existing or new offerings that may emerge, impacts from strategic changes to the parties’ business on net sales,
revenues, income from continuing operations, or other results of operations, the parties’ ability to attract new users and customers,
the parties’ ability to retain or obtain intellectual property rights, the parties’ ability to adequately support future growth,
the parties’ ability to comply with user data privacy laws and other current or anticipated legal requirements, and the parties’
ability to attract and retain key personnel to manage their business effectively. These risks, uncertainties and other factors are described
more fully in the section titled “Risk Factors” of the Registration Statement and are expected to be further described in
a proxy statement/prospectus to be publicly filed with the SEC relating to the Transactions. See also the section titled “Risk Factors”
in the Company’s periodic reports which are filed with the SEC. These risks, uncertainties and other factors are, in some cases,
beyond the parties’ 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 the Company, BlockchAIn, or any of their affiliates, or other matters and attributable
to the Company, BlockchAIn, any of their affiliates, or any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements
to reflect events or circumstances that may arise after the date hereof, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release dated February 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within 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: February 12, 2026 |
SIGNING DAY SPORTS, INC. |
| |
|
| |
/s/ Daniel Nelson |
| |
Name: |
Daniel Nelson |
| |
Title: |
Chief Executive Officer |
3
Exhibit 99.1
Signing Day Sports Announces Eyal Rozen Named
as Chief Operating Officer of BlockchAIn
Veteran Technology Executive Brings 25 Years
of Leadership Across AI, Cloud, and Cybersecurity
SCOTTSDALE, AZ / GLOBE NEWSWIRE / February
12, 2026 / – Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN),
today announced that Eyal Rozen has been named Chief Operating Officer of One Blockchain LLC (“BlockchAIn LLC”), effective
January 2026.
As previously disclosed, Signing Day Sports entered
into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. (“BlockchAIn Inc.” and together with BlockchAIn
LLC, “BlockchAIn”) and certain affiliates of BlockchAIn on May 27, 2025, as amended on November 10, 2025 and December 21,
2025. Under the agreement, Signing Day Sports and BlockchAIn LLC will become wholly-owned subsidiaries of BlockchAIn Inc. The Company
is planning for the closing of the transaction to take place in March 2026, subject to certain closing conditions, including shareholder
approval and NYSE American listing approval. BlockchAIn Inc. filed a Registration Statement on Form S-4 with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with the transaction on December 1, 2025, as amended on December 23, 2025, January 21,
2026, January 22, 2026, and January 30, 2026 (as amended from time to time, the “Registration Statement”).
Upon the closing of the business combination Mr.
Rozen is expected to serve as Chief Operating Officer of BlockchAIn Inc., the publicly listed company. In his role as Chief Operating
Officer, Mr. Rozen will lead BlockchAIn’s operational execution and business development initiatives, supporting BlockchAIn’s
strategy to scale high-performance computing (“HPC”) and artificial intelligence (“AI”) infrastructure in a capital-efficient
and disciplined manner. His appointment is intended to support operational readiness, execution, and integration planning as BlockchAIn
advances toward completion of the business combination.
Mr. Rozen has more than 25 years of experience
spanning AI, cloud computing, and cybersecurity, with a proven track record of building and scaling high-performing global commercial
organizations. Prior to joining BlockchAIn LLC, Mr. Rozen served as Chief Revenue Officer at Atlas Cloud from March 2025 to January 2026,
where he led global sales, marketing, and enterprise growth strategies. Before Atlas Cloud, Mr. Rozen was Chief Revenue Officer and Managing
Director of Nebius Israel from March 2022 to November 2024, overseeing all aspects of the company’s regional operations, and from
May 2020 to March 2022, he served as Head of Sales at Sygnia, where he was responsible for global sales initiatives. Earlier in his career,
Mr. Rozen held senior leadership roles at Morphisec and Verint, managing large cross-functional teams across sales, marketing, and customer
support, and building a strong track record of scaling commercial organizations in competitive technology markets. Mr. Rozen holds a Bachelor’s
degree in Sociology from the University of Haifa, Israel.
“Eyal brings deep operational expertise
and a strong commercial mindset that aligns well with our growth strategy,” said Jerry Tang, Chief Executive Officer of BlockchAIn.
“His experience scaling global organizations across AI, cloud, and cybersecurity will be instrumental as we execute on our infrastructure
development plans and prepare for the next phase of growth. As we move toward completion of the business combination, Eyal’s leadership
will be critical in driving operational readiness and disciplined execution.”
“I’m excited to join BlockchAIn at
an important stage in its development,” said Eyal Rozen, Chief Operating Officer of BlockchAIn LLC. “BlockchAIn’s focus
on scalable, efficient digital infrastructure is well aligned with my background in building and operating global technology platforms.
I look forward to working with the team to strengthen operational execution and support BlockchAIn’s growth strategy as it advances
toward completion of the business combination.”
About One Blockchain LLC
BlockchAIn LLC is a developer and operator of
digital infrastructure focused on HPC and AI hosting. BlockchAIn LLC has planned AI data center expansions with favorable economics for
activation in 2026 and 2027. BlockchAIn operations are currently centered around its existing 40 MW data center facility in South Carolina.
In 2024, this facility generated approximately $22.9 million in revenue and approximately $5.7 million in net income. BlockchAIn LLC’s
mission is to become a leader in creating and operating scalable sustainable power and data infrastructure purpose-built for AI hosting,
AI workloads, HPC, and accelerated compute applications.
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.
Investor Contacts:
Crescendo Communications, LLC
212-671-1020
SGN@crescendo-ir.com
Forward-Looking Statements
This press release contains “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, the parties’ ability to complete the transaction, the parties’ ability to
integrate their respective businesses into a combined publicly listed company post-merger, the ability of the parties to obtain all necessary
consents and approvals in connection with the transaction, obtain stock exchange clearance of a listing application in connection with
the transaction, the parties’ ability to obtain their respective equity securityholders’ approval, and obtain sufficient funding
to maintain operations and develop additional services and offerings, market acceptance of the parties’ current products and services
and planned offerings, competition from existing or new offerings that may emerge, impacts from strategic changes to the parties’
business on net sales, revenues, income from continuing operations, or other results of operations, the parties’ ability to attract
new users and customers, the parties’ ability to retain or obtain intellectual property rights, the parties’ ability to adequately
support future growth, the parties’ ability to comply with user data privacy laws and other current or anticipated legal requirements,
and the parties’ ability to attract and retain key personnel to manage their business effectively. These risks, uncertainties and
other factors are described more fully in the section titled “Risk Factors” of the Registration Statement and are expected
to be further described in a proxy statement/prospectus to be publicly filed with the SEC relating to this transaction. See also the section
titled “Risk Factors” in the Company’s periodic reports which are filed with the SEC. These risks, uncertainties and
other factors are, in some cases, beyond the parties’ 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, BlockchAIn, or any
of their affiliates, or other matters and attributable to Signing Day Sports, BlockchAIn, any of their 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.
Additional Information and Where to Find It
In connection with the proposed business combination,
BlockchAIn Inc. has filed the Registration Statement with the SEC, which includes a preliminary proxy statement of Signing Day Sports
and a prospectus relating to the registration of shares of BlockchAIn Inc. While the Registration Statement has been declared effective
by the SEC, it remains subject to post-effective amendment filing requirements. Subject to any such post-effective amendment being filed
and declared effective, the definitive proxy statement/prospectus will be mailed or otherwise disseminated to the shareholders of Signing
Day Sports.
BEFORE MAKING ANY VOTING DECISION, INVESTORS
AND SECURITY HOLDERS OF SIGNING DAY SPORTS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, AND ALL
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, because they will contain
important information about Signing Day Sports, BlockchAIn, the proposed business combination, and related matters.
The proxy statement/prospectus and other relevant
documents (when available), as well as any other filings made by BlockchAIn Inc. or Signing Day Sports with the SEC, may be obtained free
of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of filings made
with the SEC by Signing Day Sports by directing a written request to:
Signing Day Sports, Inc.
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
Investors and security holders are urged to read
the proxy statement/prospectus and all other materials filed with the SEC when they become available before making any voting or investment
decision regarding the proposed business combination.
Participants in the Solicitation
Signing Day Sports, and its directors, executive
officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation
of proxies from the shareholders of Signing Day Sports with respect to the proposed business combination and related matters. Information
about the directors and executive officers of Signing Day Sports, including their ownership of shares of Signing Day Sports common stock,
is included in Signing Day Sports’ Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC
on April 11, 2025. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies
from Signing Day Sports shareholders, including a description of their interests in the proposed business combination by security holdings
or otherwise, will be included in the proxy statement/prospectus and other relevant documents to be publicly filed with the SEC when they
become available. The directors, managers and officers of BlockchAIn do not currently hold any interests, by security holdings or otherwise,
in Signing Day Sports.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such other jurisdiction. No offering of securities in connection with the proposed business combination shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant
to an exemption from, or in a transaction not subject to, such registration requirements
