SIGNING DAY SPORTS INC SEC Filings

Signing Day Sports, Inc. (SGN) filed an S-3 shelf registration to register up to 1,297,322 shares, shown as 25.0% of an indicated post-transaction basis, with modeled gross proceeds at offering prices of $1.25, $1.54, $1.75 and $2.00 resulting in approximate proceeds of $1.62M, $1.99M, $2.27M and $2.59M, respectively.

The prospectus text references existing dilutive instruments of 20,306 common shares issuable upon warrants and 6,024 issuable upon options. Estimated offering expenses identified include $50,000 legal fees, $20,000 accounting fees and $20,000 transfer agent fees. The filing incorporates prior reports and exhibits, including the August 29, 2025 Current Report and several quarterly and annual SEC filings referenced in the prospectus.

Signing Day Sports, Inc. filed an amended Form 8-K/A addressing the proposed business combination with One Blockchain. The amendment states that additional proxy/prospectus materials will disclose persons or entities participating in the solicitation and their interests. It notes that One Blockchain managers and officers do not currently hold any interests in Signing Day Sports. The filing lists specific risks tied to the proposed transaction, including uncertainty about completion, NYSE American listing, operating and transaction costs, cryptocurrency price volatility, regulatory and natural‑catastrophe risks, potential customer distress, and cash runway concerns.

Signing Day Sports, Inc. furnished a press release announcing selected financial results for the fiscal quarter ended June 30, 2025 and provided a business update; the release is furnished as Exhibit 99.1 to this Form 8-K. The filing explicitly states that the information in Item 2.02, including Exhibit 99.1, is furnished and not deemed "filed" under Section 18 of the Exchange Act, and therefore is not subject to the liabilities of that section or incorporated by reference into other filings except as expressly stated.

The attached press release contains customary forward-looking statements with cautionary language about risks and uncertainties. The 8-K lists Exhibits 99.1 (press release) and 104 (cover page interactive data file) but does not include numerical financial data within the filing text itself.

Signing Day Sports, Inc. reported results for the quarter ended June 30, 2025 showing continued cash raises but persistent operating losses. Total assets were $1.425 million and cash and cash equivalents were $656,707, up from $181,271 at year-end, driven largely by net financing proceeds including $4,591,848 recorded as ATM issuance proceeds. Revenues for the six months ended June 30, 2025 were $215,164 versus $439,589 a year earlier, while gross profit narrowed to $195,505 for the six-month period. The company recorded a net loss of $1.367 million for the three months and $2.210 million for the six months ended June 30, 2025.

The balance sheet improved to positive stockholders' equity of $361,111 from a deficit, helped by equity financings and warrant exercises that reduced warrant liabilities to zero. The company disclosed substantial doubt about its ability to continue as a going concern due to recurring losses, negative operating cash flow of $3.709 million for the six months, and an accumulated deficit of approximately $27.9 million. Material post-period developments include a Business Combination Agreement with BlockchAIn Digital Infrastructure, a purchase commitment arrangement with Helena for up to $10 million, and an amended sponsorship agreement with Goat Farm Sports.

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.