[D] Signing Day Sports, Inc. SEC Filing

Rhea-AI Filing Summary

Signing Day Sports, Inc. filed a Form D (new notice) on 22 Jul 2025 to raise up to $10.097 million in equity under Reg D Rule 506(b). No securities have been sold yet and the first sale has not occurred; the offering is expected to last less than one year.

• Issuer: Delaware corporation formed 2020; principal office Scottsdale, AZ.
• Offering terms: Equity only; minimum outside investment $0; zero investors to date; offering may be sold to accredited investors only (no non-accredited investors listed).
• Placement agent: Maxim Group LLC will receive an estimated 3.5 % cash fee (≈ $350 k if fully subscribed); no finder’s fees.
• Issuer size: Revenue and asset ranges “Decline to Disclose”.
• Use of proceeds to insiders: $0 earmarked for executive officers, directors or promoters.
• Key officers/directors: CEO Daniel Nelson (signatory); nine total related persons named.

The filing signals a planned private capital raise but provides no financial performance data or valuation details.

Positive

• Planned capital infusion of up to $10.097 million could strengthen liquidity if fully subscribed.
• No proceeds allocated to insiders, indicating raised funds are intended for corporate purposes.

Negative

• Equity issuance may dilute existing shareholders, but the extent is undisclosed.
• 3.5 % placement fee to Maxim Group increases capital costs.

Insights

Private Capital Markets Analyst

TL;DR: Form D signals intent to privately raise $10.1 M; neutral until funds secured.

The company is pursuing a Rule 506(b) exemption, enabling solicitation of accredited investors nationwide while avoiding public-company disclosure burdens. Engaging Maxim Group adds distribution reach but at a 3.5 % placement cost, slightly above the common 2-3 % range for small raises. Because no capital is yet committed, the filing alone does not improve liquidity; success depends on investor appetite. Absence of insider proceeds and a zero minimum ticket suggest flexibility to close small tranches. Overall impact is neutral until subscriptions materialise.

Equity Dilution Risk Analyst

TL;DR: Potential dilution up to $10 M; magnitude cannot be assessed without share details.

Issuing new equity could meaningfully dilute existing shareholders, yet the filing omits current share count and valuation, preventing dilution-per-share estimates. The zero-revenue disclosure choice hints at an early-stage profile, so a $10 M raise might represent a sizeable ownership shift. Still, management plans no insider cash payments, aligning interests with investors. Net impact remains neutral until pricing and uptake are disclosed.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001898474

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Signing Day Sports, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Signing Day Sports, Inc.
Street Address 1		Street Address 2
8355 EAST HARTFORD RD., STE. 100
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SCOTTSDALE	ARIZONA	85255	602-481-7440

3. Related Persons

Last Name	First Name	Middle Name
Hecklinski	Jeffry
Street Address 1	Street Address 2
8355 East Hartford Rd., Suite 100
City	State/Province/Country	ZIP/PostalCode
Scottsdale	ARIZONA	85255

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mason Jr.	Roger
Street Address 1	Street Address 2
8355 East Hartford Rd., Suite 100
City	State/Province/Country	ZIP/PostalCode
Scottsdale	ARIZONA	85255

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nelson	Daniel
Street Address 1	Street Address 2
8355 East Hartford Rd., Suite 100
City	State/Province/Country	ZIP/PostalCode
Scottsdale	ARIZONA	85255

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rich	Damon
Street Address 1	Street Address 2
8355 East Hartford Rd., Suite 100
City	State/Province/Country	ZIP/PostalCode
Scottsdale	ARIZONA	85255

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Smith	Craig
Street Address 1	Street Address 2
8355 East Hartford Rd., Suite 100
City	State/Province/Country	ZIP/PostalCode
Scottsdale	ARIZONA	85255

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Economou	Greg
Street Address 1	Street Address 2
8355 East Hartford Rd., Suite 100
City	State/Province/Country	ZIP/PostalCode
Scottsdale	ARIZONA	85255

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Borish	Peter
Street Address 1	Street Address 2
4010 E. Leland St.
City	State/Province/Country	ZIP/PostalCode
Mesa	ARIZONA	85215

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gile	Dennis
Street Address 1	Street Address 2
4010 E. Leland St.
City	State/Province/Country	ZIP/PostalCode
Mesa	ARIZONA	85215

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dorsey	John
Street Address 1	Street Address 2
18890 N. 101st Place
City	State/Province/Country	ZIP/PostalCode
Scottsdale	ARIZONA	85255

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale			X	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Maxim Group LLC	120708
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
300 Park Avenue, 16th Fl.
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$10,097,000	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$10,097,000	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

0

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$350,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Maxim Group LLC will receive a cash fee of 3.5% of gross proceeds.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Signing Day Sports, Inc.	Daniel Nelson	Daniel Nelson	CEO	2025-07-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital does SGN plan to raise in this Form D offering?

The company seeks up to $10.097 million in equity.

Has Signing Day Sports sold any securities under the offering yet?

No; the first sale has not occurred and zero investors are recorded.

Which SEC exemption is being used by SGN?

The filing relies on Regulation D Rule 506(b).

What commission will Maxim Group receive?

Maxim Group LLC is entitled to a 3.5 % cash fee, estimated at $350 k if the offering is fully subscribed.

Will any of the proceeds go to SGN executives or promoters?

The issuer states $0 of proceeds are earmarked for related persons.

What is the minimum investment for outside investors?

The minimum accepted investment is $0, giving management discretion on allocation size.