UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 001-41863

SIGNING DAY SPORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		87-2792157
(State or other jurisdiction of incorporation)		(I.R.S. 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)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2024, there were a total of 27,680,343 shares of the registrant’s Common Stock, par value $0.0001 per share, outstanding.

SIGNING DAY SPORTS, INC.

Quarterly Report on Form 10-Q

Period Ended September 30, 2024

TABLE OF CONTENTS

	PART I
	FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	63

	PART II
	OTHER INFORMATION

Item 1.	Legal Proceedings	64
Item 1A.	Risk Factors	64
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	66

Signatures		67

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SIGNING DAY SPORTS, INC.

UNAUDITED FINANCIAL STATEMENTS

		Page

Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023		2
Unaudited Statements of Operations		3
Unaudited Statements of Stockholders’ Equity (Deficit)		4
Unaudited Statements of Cash Flows		5
Notes to Unaudited Financial Statements		6

SIGNING DAY SPORTS, INC.

Balance Sheets

	September 30,
	2024			December 31,
	(Unaudited)			2023

ASSETS

Current assets
Cash and cash equivalents	$	1,408		$	1,123,529
Short term investments		-			2,109,011
Accounts receivable		23,668			58,775
Prepaid expense		113,520			125,841
Other current assets		106,389			68,500

Total current assets		244,985			3,485,656

Property and equipment, net		19,231			5,078
Internally developed software, net		712,442			895,534
Operating lease right of use asset, net		150,008			208,443
Intangible assets, net		10,725			20,900
Deferred tax asset		-			65,000
Other assets		24,000			24,000

Total assets	$	1,161,391		$	4,704,611

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	2,011,127		$	804,534
Accrued liabilities		219,974			379,948
Deferred revenue		4,576			4,282
Current operating lease right of use liability		87,994			83,736
Loans payable		281,030			3,530
Line of credit		-			1,540,125

Total current liabilities		2,604,701			2,816,155

Non-current liabilities
Noncurrent operating lease liability		77,761			144,325

Total liabilities	$	2,682,462		$	2,960,480

Stockholders’ equity (deficit)
Common stock: par value $0.0001 per share; 150,000,000 authorized shares, 21,752,526 and 13,248,552 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.		2,175			1,326
Preferred Stock: 15,000,000 authorized shares, 0 shares issued and outstanding as of September 30, 2024December 31, 2023, respectively.
Additional paid-in capital		20,848,483			18,701,752
Subscription receivable		(11	)		(11	)
Accumulated deficit		(22,371,717	)		(16,958,936	)

Total stockholders’ equity (deficit)		(1,521,069	)		1,744,131

Total liabilities and stockholders’ equity (deficit)		1,161,391			4,704,611

The accompanying notes are an integral part of these unaudited financial statements.

SIGNING DAY SPORTS, INC.

Statements of Operations

(Unaudited)

	For the Nine Months Ended						Three Months Ended			Three Months Ended
	Sept. 30,			Sept. 30,			Sept. 30,			Sept. 30,
	2024			2023			2024			2023
Revenues, net	$	494,952		$	226,042		$	55,363		$	55,212
Cost of revenues		161,454			36,273			30,259			10,238

Gross profit (loss)		333,498			189,769			25,104			44,974

Operating cost and expenses
Advertising and marketing		92,290			312,295			(1,319	)		75,565
General and administrative		4,774,689			1,838,026			1,463,768			567,522

Total operating expenses		4,866,979			2,150,321			1,462,449			643,087

Net loss from operations		(4,533,481	)		(1,960,552	)		(1,437,345	)		(598,113	)

Other income (expense)
Interest expense		(199,982	)		(764,719	)		(120,753	)		(309,271	)
Interest income		13,165			-			(43,955	)		-
Deferred tax income, net		32,571			-			-			-
Other income (expense), net		(725,054	)		49,470			-			(12,241	)
Total other income (expense)		(879,300	)		(715,249	)		(164,708	)		(321,512	)

Net loss	$	(5,412,781	)	$	(2,675,801	)	$	(1,602,053	)	$	(919,625	)

Weighted average common shares outstanding - basic		15,535,482			7,614,070			17,557,991			7,614,070
Weighted average common shares outstanding - diluted		16,140,728			7,614,070			18,327,480			7,614,070

Net loss per common share - basic		(0.35	)		(0.35	)		(0.09	)		(0.12	)
Net loss per common share - diluted		(0.34	)		(0.35	)		(0.09	)		(0.12	)

The accompanying notes are an integral part of these unaudited financial statements.

SIGNING DAY SPORTS, INC.
Statements of Stockholders’ Equity (Deficit)
(Una

	Common Stock						Additional Paid-in			Subscription			Accumulated Equity			Total Stockholders’ Equity
	Shares			Amount			Capital			Receivable			(Deficit)			(Deficit)
Balance at December 31, 2022		8,086,152		$	809		$	3,377,459		$	-		$	(11,480,816	)	$	(8,102,548	)

Stock-based compensation expense		-			-			178,333			-			-			178,333

Stock repurchase and retirement		(600,000	)		(60	)		(799,940	)		-			-			(800,000	)

Net loss		-			-			-			-			(865,251	)		(865,251	)

Balance at March 31, 2023		7,486,152		$	749		$	2,755,852		$	-		$	(12,346,067	)	$	(9,589,466	)

Stock-based compensation expense		-			-			(145,099	)		-			-			(145,099	)

Issuance of common stock		105,000			11			-			(11	)		-			-

Net loss		-			-			-			-			(890,923	)		(890,923	)

Balance at June 30, 2023		7,591,152		$	760		$	2,610,753		$	(11	)	$	(13,236,990	)	$	(10,625,488	)

Net loss		-			-			-			-			(919,625	)		(919,625	)

Balance at September 30, 2023		7,591,152			760			2,610,753			(11	)		(14,156,615	)		(11,545,113	)

Stock-based compensation expense		-			-			514,689			-			-			514,689

Issuance of common stock pursuant to initial public offering, net of issuance costs of $1,342,913		1,210,700			121			4,656,967			-			-			4,657,088

Issuance of common stock pursuant to convertible notes, net of interest cancelled		4,446,700			445			10,919,343			-			-			10,919,788

Net loss		-			-						-			(2,802,321	)		(2,802,321	)

Balance at December 31, 2023		13,248,552		$	1,326		$	18,701,752		$	(11	)	$	(16,958,936	)

SEC Form 10-Q filed by Signing Day Sports Inc.