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, 2025

☐ 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 10, 2025, there were a total of 4,017,781 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, 2025

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	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50

PART II
OTHER INFORMATION

Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53

Signature		54

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SIGNING DAY SPORTS, INC.

UNAUDITED FINANCIAL STATEMENTS

		Page

Unaudited Balance Sheets as of September 30, 2025 and December 31, 2024		2
Unaudited Statements of Operations		3
Unaudited Statements of Stockholders’ Equity (Deficit)		4
Unaudited Statements of Cash Flows		6
Notes to Unaudited Financial Statements		7

SIGNING DAY SPORTS, INC.

Balance Sheets

(Unaudited)

	September 30,			December 31,
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	215,539		$	181,271
Accounts receivable		14,949			75,168
Prepaid expense		55,000			23,554

Total current assets		285,488			279,993

Property and equipment, net		9,494			12,708
Internally developed software, net		504,612			660,485
Operating lease right of use asset, net		69,495			130,164
Intangible assets, net		1,833			7,333
Deferred offering costs		117,000			-
Other assets		34,232			24,000

Total assets	$	1,022,154		$	1,114,683

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	790,879		$	2,251,307
Accrued liabilities		220,168			456,290
Deferred revenue		1,655			2,416
Current operating lease right of use liability		77,761			89,447
Warrant liability		-			35,190
Loans payable		-			431,030

Total current liabilities		1,090,463			3,265,680

Non-current liabilities
Noncurrent operating lease liability		-			54,877

Total liabilities	$	1,090,463		$	3,320,557

Stockholders’ equity (deficit)

Common stock: par value $0.0001 per share; 150,000,000 authorized shares, 3,947,781 and 909,232 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		396			92
Preferred Stock: 150,000,000 authorized shares, 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.		-			-
Additional paid-in capital		28,392,273			23,478,933
Subscription receivable		(11	)		(11	)
Accumulated deficit		(28,460,967	)		(25,684,888	)

Total stockholders’ equity (deficit)		(68,309	)		(2,205,874	)

Total liabilities and stockholders’ equity	$	1,022,154		$	1,114,683

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						For the Three Months Ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024

Revenues, net	$	245,745		$	494,952		$	30,581		$	55,363
Cost of revenues		28,301			161,454			8,642			30,259

Gross profit		217,444			333,498			21,939			25,104

Operating cost and expenses
Advertising and marketing		4,728			92,290			3,594			(1,319	)
General and administrative		3,501,062			4,774,689			886,906			1,463,768

Total operating expenses		3,505,790			4,866,979			890,500			1,462,449

Net loss from operations		(3,288,346	)		(4,533,481	)		(868,561	)		(1,437,345	)

Other income (expense)
Interest (expense) income		(7,582	)		(186,817	)		2,791			(164,708	)
Deferred tax income, net		-			32,571			-			-
Change in fair value of derivative and gain (loss) on warrant exercise		10,764			-			-			-
Other income (expense), net		509,085			(725,054	)		299,369			-
Total other income (expense)		512,267			(879,300	)		302,160			(164,708	)

Net loss	$	(2,776,079	)	$	(5,412,781	)	$	(566,401	)	$	(1,602,053	)
Weighted Average Common shares outstanding - basic and diluted		3,079,194			323,656			3,934,738			365,792

Net loss per common share - basic and diluted	$	(0.90	)	$	(16.72	)	$	(0.14	)	$	(4.38	)

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

SIGNING DAY SPORTS, INC.

Statements of Stockholders’ Equity (Deficit)

(Unaudited)

	Common Stock				Additional Paid-in		Subscription			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital		Receivable			Deficit			(Deficit)
Balance at June 30, 2025		3,897,781	$	391	$	28,255,297	$	(11	)	$	(27,894,566	)	$	361,111

Stock-based compensation expense		-		-		39,981		-			-			39,981

Equity Line of Credit commitment fee		50,000		5		96,995		-			-			97,000

Net loss		-		-		-		-			(566,401	)		(566,401	)

Balance at September 30, 2025		3,947,781	$	396	$	28,392,273	$	(11	)	$	(28,460,967	)	$	(68,309	)

Balance at December 31, 2024		909,232	$	92	$	23,478,933	$	(11	)	$	(25,684,888	)	$	(2,205,874	)

ATM Agreement Issuance		2,969,903		297		4,591,551		-			-			4,591,848

FirstFire Warrants Exercised		18,646		2		47,732		-			-			47,734

Stock-based compensation expense		-		-		177,062		-			-			177,062

Equity Line of Credit commitment fee		50,000		5		96,995		-			-			97,000

Net loss		-		-		-		-			(2,776,079	)		(2,776,079	)

Balance at September 30, 2025		3,947,781	$	396	$	28,392,273	$	(11	)	$	(28,460,967	)	$	(68,309	)

SIGNING DAY SPORTS, INC.

Statements of Stockholders’ Equity (Deficit)
(Unaudited)

	Common Stock						Additional Paid-in		Subscription			Accumulated			Total Stockholders’ Equity
	Shares			Amount			Capital		Receivable			Deficit			(Deficit)
Balance at June 30, 2024		333,689		$	36		$	19,853,693	$	(11	)	$	(20,769,664	)	$	(915,946	)

Stock-based compensation expense		4,330			1			125,875		-			-			125,876

Stock-based compensation canceled / returned		(547	)		(1	)		1		-			-			-

FirstFire Convertible Note and Interest Converted		42,744			4			615,503		-			-			615,507

Bevilacqua PLLC Warrants Exercised		52,083			5			24,995		-			-			25,000

Clayton Adams Warrants Exercised		6,945			1			103,332		-			-			103,333

Birddog Capital/ Clayton Adams Offering		13,934			1			127,213		-			-			127,214

Net loss		-			-			-		-			(1,602,053	)		(1,602,053	)

Balance at September 30, 2024		453,178		$	47		$	20,850,612	$	(11	)	$	(22,371,717	)	$	(1,521,069	)

Balance at December 31, 2023		276,013		$	29		$	18,703,049	$	(11	)	$	(16,958,936	)	$	1,744,131

Stock-based compensation expense		40,375			5			635,592		-			-			635,597

Issuance of commitment fee pursuant to equity line of credit		14,798			1			505,359		-			-			505,360

Issuance of common stock pursuant to equity line of credit		2,385			1			50,625		-			-			50,626

Stock-based compensation canceled / returned		(2,158	)		(2	)		2		-			-			-

Issuance of commitment fee Firstfire Prom Note		5,787			1			81,110		-			-			81,111

Boustead Issuance on Firstfire Transaction		273			1			3,832		-			-			3,833

FirstFire Convertible Note and Interest Converted		42,744			4			615,503		-			-			615,507

Bevilacqua PLLC Warrants Exercised		52,083			5			24,995		-			-			25,000

Clayton Adams Warrants Exercised		6,944			1			103,332		-			-			103,333

Birddog Capital/ Clayton Adams Offering		13,934			1			127,213		-			-			127,214

Net loss		-			-			-		-			(5,412,781	)		(5,412,781	)

Balance at September 30, 2024		453,178		$	47		$	20,850,612	$	(11	)	$	(22,371,717	)	$	(1,521,069	)

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

SIGNING DAY SPORTS, INC.

Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(2,776,079	)	$	(5,412,781	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		164,587			170,526
Gain on change in fair value of warrants		(10,764	)		-
Stock-based compensation		177,062			635,791
(Increase) decrease in assets:
Accounts receivable		60,219			35,107
Prepaid and other assets		(41,678	)		(25,568	)
Operating lease right of use asset		60,669			58,435
Deferred offering costs		(20,000	)		-
Deferred tax asset		-			65,000
Increase (decrease) in liabilities:
Accounts payable		(1,460,428	)		1,206,593
Accrued liabilities		(236,122	)		(159,974	)
Deferred revenue		(761	)		294
Lease liabilities		(66,563	)		(62,306	)

Net cash used in operating activities		(4,149,858	)		(3,488,883	)

Cash flows from investing activities
Proceeds from investments		-			2,109,011
Development of internal software		-			24,376
Purchase of property and equipment		-			(15,789	)

Net cash provided by investing activities		-			2,117,598

Cash flows from financing activities
Repayment of revolving line of credit		-			(1,262,625	)
Payments on debt borrowings		(431,030	)		-
Proceeds from issuance of common stock pursuant to initial public offering		4,591,848			1,201,763
Proceeds from issuance of common stock		-			310,026
Proceeds from exercise of warrants		23,308			-

Net cash provided by financing activities		4,184,126			249,164

Net increase (decrease) in cash and cash equivalents		34,268			(1,122,121	)

Cash and cash equivalents, beginning of period		181,271			1,123,529

Cash and cash equivalents, end of period	$	215,539		$	1,408

Supplemental cash flow information
Cash paid for interest expense	$	7,582		$	120,752

Supplemental disclosure of non-cash financing activities:
Issuance of common stock in accordance with exercise of warrants	$	24,426		$	-
Helena equity line-of-credit commitment fee shares	$	97,000		$	-

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

SIGNING DAY SPORTS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Principal Business Activity and Significant Accounting Policies

Signing Day Sports, Inc. (formerly known as Signing Day Sports, LLC) (“Company”) was formed and began operations in January 2019 and provides a digital ecosystem to help high school athletes get discovered and recruited by college coaches across the United States of America.

The Company’s website and mobile phone application provides an opportunity for athletes to create a personal profile by uploading measurables, videos of key drills, testing stats, academics and demographic information. Coaches can evaluate a prospect’s video, watch two separate prospects side by side simultaneously, and perform other actions with the video to visually evaluate talent. Intangible assets consist of development software, customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records.

Segment Disclosure

The Company determined that there is one reportable segment, with activities related to digital products. The website and mobile phone application have similar economic characteristics and nature of services. Refer to Note 14 Segment Information for further details.

Going Concern Considerations

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained significant losses and negative cash flows from operations and are dependent on debt and equity financing to fund operations. We incurred a net loss of approximately $0.566 million and $2.776 million for the three and nine months ended September 30, 2025, respectively. We had cash used in operating activities of approximately $4.150 million for the nine months ended September 30, 2025, and an accumulated deficit of approximately $28.5 million as of September 30, 2025. These conditions raise substantial doubt about our ability to continue as a going concern.

Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels.

We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments, including certificates of deposit (“CDs”) purchased with an original maturity of three months or less at the date of purchase, to be cash equivalents. Cash deposits are held with financial institutions with investment-grade ratings in the United States of America, or U.S. Cash deposits typically exceed federally insured limits. As of September 30, 2025 and December 31, 2024, cash and cash equivalents consisted of cash on deposit with banks denominated in U.S. dollars and investments in money market funds.

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable are recorded at the invoiced amount. The Company may maintain an allowance for credit losses which represents the portion of accounts receivable that is not expected to be collected over the duration of its contractual life. Credit losses are recorded if the Company believes a customer may not be able to meet their financial obligations. A considerable amount of judgment is required in determining expected credit losses. Relevant factors include prior collection history of the customer, the related aging of past due balances, projections of credit losses based on past events or historical trends, and the consideration of forecasts of future economic conditions. Allowance for credit losses are based on facts available and are re-evaluated and adjusted on a regular basis. There were $14,949 and $75,168 of open receivables at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 and December 31, 2024, the Company believes the accounts receivable are fully collectable and thus there was no allowance for credit losses established.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income.

Depreciation is provided using the straight-line method, based on useful lives of the assets which range from three to five years.

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on this assessment there was no impairment at September 30, 2025 and December 31, 2024.

Internally Developed Software

Software consists of an internally developed information system for use by the Company in matching athletes with qualified coaches. The Company has capitalized costs incurred with development and upgrades of the information systems in accordance with applicable accounting standards. Costs incurred up to and including the feasibility stage of development as well as maintenance costs are expensed as incurred. The Company amortizes these capitalized costs on a straight-line basis over the estimated useful life of the asset of five years.

The Company periodically performs reviews of the recoverability of such capitalized technology costs. At the time a determination is made that capitalized amounts are not recoverable based on estimated cash flows to be generated from technology; any remaining capitalized amounts are written off. During the nine months ended September 30, 2025 and 2024, the Company did not have an impairment charge.

Intangible Assets

Intangible assets consist of customer lists, trademarks, software IP, and customer data in the form of verifiable video uploads, player statistics, and academic records. Intangible assets are stated at cost less accumulated amortization. For intangible assets that have finite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.

Stock Subscription Receivable

The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on the balance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under Accounting Standards Codification (“ASC”), 505-10-45-2, the stock subscription receivable is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Total cash balances exceeded insured balances by the Federal Deposit Insurance Corporation as of September 30, 2025 and December 31, 2024. The Company has cash equivalents that are invested in highly rated money market funds invested only in obligations of the U.S. government and its agencies.

Warrant Liability

Warrants for shares that are not deemed to be indexed the Company’s shares are classified as liabilities in the consolidated balance sheets. At initial recognition, the Company classified these warrants as liabilities on the balance sheets at their estimated fair value. The liability classified warrants are subject to remeasurement at each balance sheet date, with changes in fair value recognized in gain or loss on fair value adjustment of stock warrant liabilities in the consolidated statements of operations and comprehensive loss.

Fair Value Measurements

The Company uses the fair value framework that prioritizes the inputs to valuation techniques for recognizing financial assets and liabilities measured on a recurring basis and for non-financial assets and liabilities when these items are re-measured. Fair value is considered to be the exchange price in an orderly transaction between market participants, to sell an asset or transfer a liability at the measurement date. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

Level 1 –

This level consists of valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

Level 2 –

This level consists of valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.

Level 3 –

This level consists of valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect assumptions about inputs that market participants would use in pricing an asset or liability.

The Company’s financial instruments also include accounts and receivable, accounts payable, and accrued liabilities. Due to the short-term nature of these instruments, their fair values approximate their carrying values on the balance sheet.

ASC 825, Financial Instruments (“ASC 825”), allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date.

The Company identified certain warrant instruments that are required to be presented on the balance sheets at fair value in accordance with ASC 820, Fair Value Measurement. The balance of the related warrant liability was $0 and $35,190 as of September 30, 2025 and December 31, 2024, respectively.

Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of internally developed software and net operating loss and research and development tax credit carry forwards for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. As of September 30, 2025 and December 31, 2024 the unrecognized tax benefits accrual was zero. The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. As of September 30, 2025, the 2020 through 2024 tax years generally remain subject to examination by federal and state authorities.

Deferred Revenue

Deferred revenues are contract liabilities for collections on subscription agreements in excess of revenue recognized.

Revenue Recognition

The Company accounts for revenue under the guidance of ASC 606, Revenue from Contracts from Customers (“ASC 606”).

ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. The five steps are as follows: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

Revenue from performance obligations satisfied at a point in time consist of sales to individuals representing a one-month subscription and are recognized at the end of the subscription.

Revenue from performance obligations satisfied over time consists of the sale of subscription agreements to individual organizations or customers that are more than one month in duration and are recognized on a monthly basis over the life of the subscription agreement.

Subscription Terms

Users may access the Company’s website and application on either a free-trial or paid basis. Users that are not eligible or no longer eligible for free-trial access are required to have subscriptions by making payment to the Company prior to access to the Company’s website and application. If a required payment is not made, access to the Company’s website and application is suspended until the required payment is received.

Advertising Costs

Advertising and marketing costs are expensed as incurred. Such costs amounted to $3,594 for the three months ended September 30, 2025 and ($1,319) for the three months ended September 30, 2024. Such costs amounted to $4,728 for the nine months ended September 30, 2025 and $92,290 for the nine months ended September 30, 2024. Advertising costs are included in advertising and marketing expenses in the Statements of Operations.

Contract Costs

Incremental costs of obtaining a contract are expensed as incurred as the amortization period of the asset that otherwise would have been recognized is estimated to be one year or less.

Stock-Based Compensation

The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense at the fair value of stock-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all stock-based awards granted to employees, officers, and directors based on the grant date fair value. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services.

Basic and Diluted Net Loss per Common Share

Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As the Company generated net losses for the periods presented, diluted net loss per share is the same as basic loss per share as the effect of the issuance of restricted stock awards, stock options, and warrants would be anti-dilutive.

The following potentially dilutive shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

	Three Months Ended September 30,
	2025		2024
Stock options		6,024		296,000
Warrants		20,306		-

	Nine Months Ended September 30,
	2025		2024
Stock options		6,024		296,000
Warrants		20,306		-

Leases

At the inception or modification of a contract, the Company determines whether a lease exists and classifies its leases as an operating or finance lease at commencement. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent their obligation to make lease payments arising from the lease.

As most of the Company’s leases do not provide an implicit interest rate, the lease liability is calculated at lease commencement as the present value of unpaid lease payments using the Company’s estimated incremental borrowing rate. The incremental borrowing rate represents the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and is determined using a portfolio approach based on information available at the commencement date of the lease.

The right-of-use asset also reflects any prepaid rent, initial direct costs incurred and lease incentives received. The Company’s lease terms may include optional extension periods when it is reasonably certain that those options will be exercised.

New Accounting Pronouncements

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it which are listed below:

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation table, as well as disclosure of income taxes paid disaggregated by jurisdiction. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements”. This ASU contains amendments to the Codification that remove references to various FASB Concepts Statements. The effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. This ASU will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its financial statements and disclosures.

On November 4, 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” that improves financial reporting by requiring public companies to disclose additional information about certain expenses in the notes to the financial statements. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 and intends to adopt and report on this topic as required by this ASU.

Note 2 - Revenues, net

The following table disaggregates the Company’s revenue based on the timing of satisfaction of performance obligations as of:

	For the Three Months Ended September 30,
	2025		2024
Revenue recognized over time	$	250	$	4,525
Revenue recognized at a point in time		30,331		50,838
Total revenue from contracts with customers	$	30,581	$	55,363

	For the Nine Months Ended September 30,
	2025		2024
Revenue recognized over time	$	3,374	$	14,280
Revenue recognized at a point in time		242,371		480,672
Total revenue from contracts with customers	$	245,745	$	494,952

The following table presents our contract liabilities (deferred revenue) and certain information related to these balances as of:

	September 30,		December 31,
	2025		2024
Contract liabilities (deferred revenue)	$	1,655	$	2,416

	For the Three Months Ended September 30,
Revenue recognized in the period from:	2025		2024
Amounts included in contract liabilities at the beginning of the period	$	843	$	4,282

	For the Nine Months Ended September 30,
Revenue recognized in the period from:	2025		2024
Amounts included in contract liabilities at the beginning of the period	$	2,374	$	6,083

The Company recognized the December 31, 2023 balance fully in the year ended December 31, 2024. The Company expects to recognize the December 31, 2024 balance fully in the year ending December 31, 2025.

Revenue Concentration

Apple

For the three months ended September 30, 2025, 1,252 Apple units sold accounted for approximately 88% of the total revenue recorded. For the three months ended September 30, 2024, 1,949 Apple units sold accounted for approximately 78% of the total revenue recorded. For the nine months ended September 30, 2025, 4,739 Apple units sold accounted for approximately 42% of the total revenue recorded. For the nine months ended September 30, 2024, 6,742 Apple units sold accounted for approximately 31% of the total revenue.

Shopify

For the three months ended September 30, 2025, 29 Shopify units sold accounted for approximately 5% of the total revenue recorded. For the three months ended September 30, 2024, no Shopify units were sold. For the nine months ended September 30, 2025, 1,304 Shopify units sold accounted for approximately 57% of the total revenue recorded. For the nine months ended September 30, 2024, 2,923 Shopify units sold accounted for approximately 51% of the total revenue.

Note 3 - Property and Equipment, net

The Company’s property and equipment include the following:

	September 30,			December 31,
	2025			2024
Office Furniture	$	21,430		$	21,430
Less: accumulated depreciation		(11,936	)		(8,722	)
Property and equipment, net	$	9,494		$	12,708

Depreciation expense of property and equipment was $1,072 for each of the three months ended September 30, 2025 and 2024. Depreciation expense of property and equipment was $3,214 and $1,636 for the nine months ended September 30, 2025 and 2024, respectively.

Note 4 - Internally Developed Software

Internally developed software asset consists of the following:

			Accumulated
	Cost Basis		Amortization			Impairment		Net
	September 30, 2025
Internally developed software	$	1,039,151	$	(534,539	)	$	-	$	504,612

		December 31, 2024
Internally developed software		$	1,039,151			$	(378,666	)		$	-			$	660,485

Amortization expense for the three months ended September 30, 2025 and 2024 was $51,958 and $51,957, respectively. Amortization expense for the nine months ended September 30, 2025 and 2024 was $155,873 and $158,716, respectively.

Note 5 - Intangible Assets

The Company’s intangible assets include the following:

			Accumulated
	Cost Basis		Amortization			Net
	September 30, 2025
Intellectual property	$	22,000	$	(20,167	)	$	1,833
Proprietary technology		18,700		(18,700	)		-
Total	$	40,700	$	(38,867	)	$	1,833

	December 31, 2024
Intellectual property	$	22,000	$	(14,667	)	$	7,333
Proprietary technology		18,700		(18,700	)		-
Total	$	40,700	$	(33,367	)	$	7,333

Amortization expense for the three months ended September 30, 2025 and 2024 was $1,834 and $3,392, respectively. Amortization expense for the nine months ended September 30, 2025 and 2024 was $5,500 and $10,174, respectively.

Estimated amortization for intangible assets with definitive lives for the remaining three months of 2025 is as follows:

Years ending December 31,	Amount
2025 (remaining three months)		1,833
Total	$	1,833

Note 6 - Accrued Liabilities

	September 30,		December 31,
	2025		2024
Accrued Expenses	$	-	$	14,583
Accrued Payroll		118,700		179,940
Accrued Interest		101,468		261,767
Total Accrued Expenses	$	220,168	$	456,290

8% Nonconvertible Unsecured Promissory Notes

During the year ended December 31, 2023, the Company entered into 11 unsecured nonconvertible notes payable, for $2,350,000 bearing interest at 8%, with no monthly payments, with warrants that are automatically exercised upon an IPO or other “Liquidity Event” as defined in such notes.

In connection with the closing of the Company’s initial public offering on November 14, 2023, warrants to purchase a total of 19,584 shares of common stock at an exercise price of $120 per share were automatically exercised. The proceeds were automatically used to repay the outstanding principal underlying 8% nonconvertible promissory notes consisting of $2,350,000. On the same date, a total of $113,304 in accrued interest under the promissory notes became due upon the request of the noteholders. Subsequent to November 14, 2023, the Company has paid $11,836 of the interest under these promissory notes at the request of one noteholder, and the remaining accrued interest balance was $101,468 as of September 30, 2025.

Note 7 - Notes Payable

The Company’s notes payable consists of the following:

	September 30,		December 31,
	2025		2024
Daniel Nelson Promissory Notes	$	-	$	281,030

October 2024 Note		-		150,000
	$	-	$	431,030

Less unamortized debt issuance costs		-		-

Debt, less unamortized debt issuance costs	$	-	$	431,030

Daniel Nelson Promissory Notes

On September 20, 2023, a promissory note was issued to Daniel Nelson, Chief Executive Officer, Chairman and a Director of the Company (“Daniel Nelson” or “Mr. Nelson”), in the principal amount of $14,000 (the “September 2023 Daniel Nelson Promissory Note”). The note was non-interest bearing and had no fixed maturity date. The Company repaid $10,470 of the note on December 29, 2023. The outstanding balance of $3,530 as of December 31, 2024 and was fully repaid on March 7, 2025.

On April 11, 2024, Daniel Nelson advanced $100,000 to the Company, without repayment terms. On April 25, 2024, the Company issued a promissory note to Mr. Nelson, dated April 25, 2024, in the base principal amount of $100,000 (the “April 2024 Note”). The April 2024 Note permits Mr. Nelson to make advances under the April 2024 Note of up to $100,000 in addition to the $100,000 base principal amount. On May 1, 2024, Mr. Nelson, advanced $75,000 subject to the terms of the April 2024 Note. On June 14, 2024, Mr. Nelson advanced $2,500 subject to the terms of the April 2024 Note. The base principal and all advances under the April 2024 Note will accrue interest at a monthly rate of 3.5%, compounded monthly, while such funds are outstanding, from the 30th day following the date of issuance of the April 2024 Note to the 150th day following the date of issuance of the April 2024 Note, such that total interest of $3,500 will accrue as of the end of the first month, $3,622.50 as of the end of the second month, and so on, with respect to the base principal, assuming that it is not prepaid. The base principal, any advances, and accrued interest become payable on the earlier of June 25, 2024 or upon the Company receiving any funding of $1,000,000 (the “April 2024 Note Maturity Date”). The Company is required to make full repayment of the balance of the base principal, advances, and accrued interest within two business days of receiving a written demand from Mr. Nelson on or after the April 2024 Note Maturity Date. The Company may prepay the base principal, any advances, and any interest then due without penalty.

On September 16, 2024, the Company issued a promissory note to Mr. Nelson, dated September 16, 2024, in the principal amount of $100,000 (the “September 2024 Note”). The April 2024 Note together with the September 2024 Note represent the 2024 Daniel Nelson Promissory Notes. The September 2024 Note permits Mr. Nelson to make additional advances under the September 2024 Note of up to $100,000. The principal and any advances under the September 2024 Note will accrue interest at a monthly rate of 20%, compounded monthly, from the 30th day following the date of issuance of the September 2024 Note to the 150th day following the date of issuance of the September 2024 Note, such that total interest of $20,000 will accrue as of the end of the first month, $24,000 as of the end of the second month, and so on. The principal, any advances, and accrued interest will become payable on the earlier of December 16, 2024 or upon the Company receiving any funding of $1,000,000 (the “September 2024 Note Maturity Date”). The Company is required to make full payment of the balance of all principal, advances, and accrued interest within two business days of receiving a written demand from Mr. Nelson on or after the September 2024 Note Maturity Date. The Company may prepay the principal, any advances, and any interest then due without penalty.

The outstanding balance at December 31, 2024 was $281,030 plus interest of $148,073 for a total of $429,103. In January 2025, the Company made full payment of the balance of all principal and accrued interest in the amount of $437,406 under the collective Daniel Nelson Promissory Notes. The outstanding balance of the Daniel Nelson Promissory Notes at September 30, 2025 was $0.

FirstFire May 2024 Convertible Note

On May 16, 2024, the Company entered into a Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire, as amended (as amended, the “May 2024 FF Purchase Agreement”) by that certain Amendment to the Transaction Documents, dated as of June 18, 2024, between the Company and FirstFire (the “Amendment to May 2024 FF Transaction Documents”), pursuant to which, as a private placement transaction, the Company was required to issue FirstFire a senior secured promissory note, as amended by that certain Amendment to Senior Secured Promissory Note and Warrants, dated as of May 20, 2024, between the Company and FirstFire (the “Amendment to May 2024 FF Note and May 2024 FF Warrants”), in the principal amount of $412,500 (as amended, the “May 2024 FF Note”); 3,907 shares of common stock (the “May 2024 FF Commitment Shares, as partial consideration for the purchase of the May 2024 FF Note; a warrant to purchase up to 28,646 shares of common stock at an initial exercise price of $14.40 per share, as amended by the Amendment to May 2024 FF Note and May 2024 FF Warrants (as amended, the “First May 2024 FF Warrant”), as partial consideration for the purchase of the May 2024 FF Note; and a warrant to purchase up to 5,209 shares of common stock at an initial exercise price of $0.48 per share exercisable from the date of an “Event of Default” as defined by the May 2024 FF Note (an “FF Notes Event of Default”) under the May 2024 FF Note, as amended by the Amendment to May 2024 FF Note and May 2024 FF Warrants (as amended, the “Second May 2024 FF Warrant” and together with the First May 2024 FF Warrant, the “May 2024 FF Warrants”), as partial consideration for the purchase of the May 2024 FF Note.

The Company also entered into a Security Agreement, dated as of May 16, 2024, between the Company and FirstFire (the “May 2024 FF Security Agreement”), under which the Company agreed to grant FirstFire a security interest to secure the Company’s obligations under the May 2024 FF Note in all assets of the Company except for a certificate of deposit account with Commerce Bank of Arizona (“CBAZ”) with an approximate balance of $2,100,000 together with (i) all interest, whether now accrued or hereafter accruing; (ii) all additional deposits made to such account; (iii) any and all proceeds from such account; and (iv) all renewals, replacements and substitutions for any of the foregoing (the “CBAZ Collateral”), which is subject to that certain Assignment of Deposit Account, dated as of December 11, 2023, between the Company and CBAZ (the “CBAZ Assignment of Deposit”), until the full repayment of that certain promissory note in the original principal amount of $2,000,000 issued by the Company to CBAZ, dated as of December 11, 2023 and maturing on December 11, 2024 (the “Second CBAZ Promissory Note”), pursuant to that certain Business Loan Agreement, dated as of December 11, 2023, between the Company and CBAZ (the “Second CBAZ Loan Agreement”).

The closing of the initial transaction contemplated by the May 2024 FF Purchase Agreement, including FirstFire’s payment of the purchase price of $375,000, was subject to certain conditions. On May 20, 2024, such conditions were met. As a result, the May 2024 FF Commitment Shares, the May 2024 FF Note and the May 2024 FF Warrants were released from escrow and issued as of May 16, 2024, and FirstFire paid $375,000, of which the Company received $336,500 in net proceeds after deductions of the placement agent’s fee of $26,250 and non-accountable expense allowance of $3,750, and FirstFire counsel’s fees of $8,500. The First May 2024 FF Warrant are classified as liabilities in accordance with ASC 815, Derivatives and Hedging, as they do not meet the “fixed-for-fixed” equity classification criterion. As a result, the warrants are recognized as derivative liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statement of operations. The fair value of the warrants at the issuance date was determined using the Black Scholes model.

The total proceeds from the debt issuance were allocated between the debt instrument, common stock, and the warrants based on their fair values at the issuance date. The portion of the proceeds allocated to the warrants of $323,942 was recorded as a warrant liability, with a corresponding discount recorded against the carrying value of the debt. This discount is being amortized to interest expense over the term of the debt using the effective interest method. The fair value of the warrant liability was $0 and $35,190 as of September 30, 2025 and December 31, 2024, respectively.

On July 26, 2024, the Company fully repaid the Second CBAZ Promissory Note. The certificate of deposit account underlying the CBAZ Collateral was closed and redeemed with an early withdrawal penalty of $54,747 and the CBAZ Assignment of Deposit and the Second CBAZ Loan Agreement are no longer in effect.

On August 23, 2024, FirstFire converted $41,250 of the outstanding balance under the May 2024 FF Note into 2,865 shares of common stock at the FF Notes Fixed Conversion Price ($14.40 per share). On September 16, 2024, the Company made the first amortization payment required under the May 2024 FF Note of $56,715. On September 19, 2024, FirstFire effected two conversions of the May 2024 FF Note, which in aggregate converted the remaining balance of $355,785 under the May 2024 FF Note into 24,708 shares of common stock at the FF Notes Fixed Conversion Price.

FirstFire June 2024 Convertible Note

On June 18, 2024, the Company entered into the Securities Purchase Agreement, dated as of June 18, 2024 (the “June 2024 FF Purchase Agreement”), between the Company and FirstFire, pursuant to which, as a private placement transaction, the Company was required to issue FirstFire a senior secured promissory note on June 18, 2024, in the principal amount of $198,611 (the “June 2024 FF Note” and together with the May 2024 FF Note, the “FF Notes”); 1,881 shares of common stock (the “June 2024 FF Commitment Shares”), as partial consideration for the purchase of the June 2024 FF Note; a warrant at an initial exercise price of $14.40 per share (the “First June 2024 FF Warrant”) for the purchase of up to 13,793 shares of common stock at an initial exercise price of $14.40 per share, as partial consideration for the purchase of the June 2024 FF Note; and a warrant (the “Second June 2024 FF Warrant” and together with the First June 2024 FF Warrant, the “June 2024 FF Warrants” and the June 2024 FF Warrants together with the May 2024 FF Warrants, the “FF Warrants”) for the purchase of up to 2,508 shares of common stock at an initial exercise price of $0.48 per share exercisable from the Second FF Warrants Trigger Date, that we issued to FirstFire as partial consideration for the purchase of the June 2024 FF Note.

The Company also entered into a Security Agreement, dated as of June 18, 2024, between the Company and FirstFire (the “June 2024 FF Security Agreement”), under which the Company agreed to grant FirstFire a security interest to secure the Company’s obligations under the June 2024 FF Note in all assets of the Company except for the CBAZ Collateral, until the full repayment of the Second CBAZ Promissory Note, pursuant to the Second CBAZ Loan Agreement.

The closing of the transaction contemplated by the June 2024 FF Purchase Agreement, including FirstFire’s payment of the purchase price of $175,000, was subject to certain conditions. On June 18, 2024, such conditions were met. As a result, the June 2024 FF Commitment Shares, the June 2024 FF Note and the June 2024 FF Warrants were issued as of June 18, 2024, and FirstFire paid $175,000, of which the Company received $154,500 in net proceeds after deductions of the placement agent’s fee of $12,250 and non-accountable expense allowance of $1,750, and FirstFire counsel’s fees of $6,500. The First June 2024 FF Warrant are classified as liabilities in accordance with ASC 815, Derivatives and Hedging, as they do not meet the “fixed-for-fixed” equity classification criterion. As a result, the warrants are recognized as derivative liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statement of operations. The fair value of the warrants at the issuance date was determined using the Black Scholes model.

The total proceeds from the debt issuance were allocated between the debt instrument, common stock, and the warrants based on their fair values at the issuance date. The portion of the proceeds allocated to the warrants of $148,264 was recorded as a warrant liability, with a corresponding discount recorded against the carrying value of the debt. This discount is being amortized to interest expense over the term of the debt using the effective interest method. The First June 2024 Warrants were exercised and the warrant liability was $0 as of September 30, 2025 and December 31, 2024.

On September 19, 2024, FirstFire converted the entire balance under the June 2024 FF Note of $218,472 into 15,172 shares of common stock at the FF Notes Fixed Conversion Price ($14.40 per share).

January 29, 2025 Voluntary Temporary Offer of Reduced Exercise Price of Warrants Issued to FirstFire Global Opportunities Fund, LLC

On January 29, 2025, the Company delivered a letter (the “January 2025 Reduced Exercise Price Offer”) to FirstFire containing an offer to voluntarily temporarily reduce the Exercise Price from the current applicable exercise price of $14.40 per share to $1.25 per share (the “January 2025 Reduced Exercise Price”). On the same date, FirstFire accepted and executed the January 2025 Reduced Exercise Price Offer. The January 2025 Reduced Exercise Price Offer is subject to certain terms and conditions, including the following: (i) The First May 2024 FF Warrant could only be exercised at the January 2025 Reduced Exercise Price on or prior to February 12, 2025; (ii) no adjustment to the number of shares issuable upon exercise of the First May 2024 FF Warrant will occur as a result of the January 2025 Reduced Exercise Price Offer or any exercise of the First May 2024 FF Warrant according to its terms; (iii) the January 2025 Reduced Exercise Price Offer had no effect on the terms and conditions of the Redemption Agreement, dated as of August 12, 2024, between the Company and FirstFire (the “Redemption Agreement”), such that any exercise of the First May 2024 FF Warrant at the January 2025 Reduced Exercise Price would reduce the Redemption Price (as defined by the Redemption Agreement) for the remaining unexercised portion of the First May 2024 FF Warrant by the same amount as would apply to an exercise of the First May 2024 FF Warrant at the initial Exercise Price of $14.40 per share; (iv) the January 2025 Reduced Exercise Price Offer was conditioned on its approval by the Board of Directors of the Company; and (v) any anti-dilution rights under or applicable to the First May 2024 FF Warrant with respect to any “at the market offering” (as defined under Rule 415(a)(4) under the Securities Act), including, but not limited to, any such rights that may be provided for under Section 2 of the First May 2024 FF Warrant, were permanently waived.

Exercise to Purchase Remaining Shares under First May 2024 FF Warrant

On January 30, 2025, the First May 2024 FF Warrant was exercised to purchase all of the remaining 18,646 shares of common stock underlying the First May 2024 FF Warrant at the January 2025 Reduced Exercise Price pursuant to the January 2025 Reduced Exercise Price Offer. The Company received proceeds of $23,308 and as of September 30, 2025, the balance of the warrant liability was $0.

DRCR Convertible Promissory Note

On October 7, 2024, the Company issued a Convertible Promissory Note to DRCR, dated October 7, 2024, in the principal amount of $150,000 (the “October 2024 Note”). The principal will accrue interest at an annual rate of 35%. The principal and accrued interest will become payable on the date of written demand any time after the closing of the Company’s next financing transaction (the “Payment Date”). The Company is required to make full payment of the balance of all principal and accrued interest on the Payment Date. The Company may prepay the principal and any interest then due without penalty. If any amount is not paid when due, such overdue amount will accrue default interest at a rate of 37%. The October 2024 Note contains customary representations, warranties, and events of default provisions.

In addition, the October 2024 Note provides that at any time after an event of default, the holder of the October 2024 Note may convert the outstanding principal amount plus accrued and unpaid interest into shares of common stock at a conversion price of $14.40 per share, subject to adjustment for stock splits and similar transactions. The conversion right is subject to prior authorization (“Exchange Authorization”) of the NYSE American LLC (the “NYSE American”). The October 2024 Note will be amended to incorporate any modifications requested by the NYSE American in order to provide the Exchange Authorization.

The outstanding balance at December 31, 2024 was $150,000 plus interest of $12,226 for a total of $162,226. On March 4, 2025, the Company made full payment of the balance of all principal and accrued interest under the October 2024 Note. The outstanding balance at September 30, 2025 is $0.

Note 8 - Fair Value of Financial Instruments

The determination of fair value measurements is based on the assumptions that market participants would use in pricing the asset or liability.

The Company’s First May 2024 Warrants and First June 2024 Warrants are recorded at fair value each reporting period (see Note 7). The Company used a Black Scholes model to value the Company’s derivative liability (see Note 7). The significant unobservable input used in the fair value measurement of the Company’s Level 3 liabilities is the volatility, which was developed using historical data of the Company or of peer companies when there is limited availability of market data. A significant increase (decrease) in these inputs could result in a significantly higher (lower) fair value measurement.

There were no transfers between levels during the three and nine months ended September 30, 2025.

The following table provides the fair value of the Company’s financial liabilities carried at fair value and measured on a recurring basis:

			Period ended
	Level		September 30, 2025		December 31, 2024
Warrant liability		3		-	$	35,190

The following table presents a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (level 3) and the related gains and losses recorded in the consolidated statements of operations and comprehensive loss during the period:

	Derivative Liability
Balance at December 31, 2024	$	35,190
Extinguishment of warrant liability upon exercise		(24,426	)
Gain on change in fair value of warrant liability		(10,764	)
Balance at September 30, 2025	$	-

Note 9 - Leases

The Company leased office space under a long-term operating lease from a third party through May 31, 2023. Monthly rent was $12,075. In December 2021, the Company entered into an agreement to sublease their office space to an unrelated party under an operating lease agreement. The sublease ended on May 31, 2023 and included fixed rent of $9,894 a month. As of September 30, 2025 and December 31, 2024, the unamortized balance was $0.

In November 2022, the company signed a 6-month short-term lease for office space which expired on April 30, 2023. Rent for the first month was $6,742 and was $7,491 plus rental tax for each subsequent month through April 2023. The Company amended and renewed this office space lease under a long-term operating lease which commenced on May 4, 2023 and ends on August 3, 2026. Monthly rent ranged from $7,359 to $8,042 per month plus tax. The lease contains escalating rental payments and one option to renew for up to three years. The exercise of the lease renewal option is at the Company’s sole discretion. The lease agreement does not include any material residual value guarantees or material restrictive covenants. Lease expense for the three months ended September 30, 2025 and 2024 was $21,155. Lease expense for the nine months ended September 30, 2025 and 2024 was $63,465.

Leases with an initial expected term of 12 months or less are not recorded in the Balance Sheet and the related lease expense is recognized on a straight-line basis over the lease term. For certain classes of underlying assets, the Company has elected to not separate fixed lease components from the fixed non-lease components. As of September 30, 2025 and December 31, 2024, there were leases with an expected term greater than 12 months. The weighted average remaining lease term (in years) is 0.83 and the weighted average discount rate is 3.47%.

Total lease assets and liabilities were as follows:

	September 30,			December 31,
	2025			2024

Operating lease right of use asset	$	259,121		$	259,121
Less: operating asset lease accumulated depreciation		(189,626	)		(128,957	)
Net operating lease right of use asset	$	69,495			130,164
Current operating lease liability	$	77,761		$	89,447
Noncurrent operating lease liability		-			54,877
Total operating lease liability	$	77,761		$	144,324

Future minimum lease payments under non-cancelable leases as of September 30, 2025 were as follows:

	Amount
Years ending December 31,
2025 (remaining three months)	$	23,424
2026		55,358
Total future minimum lease payments	$	78,782
Less: interest		1,021
Total lease liability	$	77,761

Note 10 - Income Taxes

There was no deferred tax income and no current tax expense for the three and nine months ended September 30, 2025.

Deferred tax assets consist of the following components as of September 30, 2025 and December 31, 2024:

	September 30,			December 31,
	2025			2024
Deferred Tax Asset
Net operating loss carryforwards	$	6,380,000		$	4,680,000
Internally developed software / Intangibles		660,000			810,000
Furniture and fixtures		(2,000	)		4,000
Charitable Contribution Carryforward		3,000			3,000
R&D Tax Credit Carryforwards		59,000			59,000
AZ Refundable R&D Tax Credit		0			0

Net deferred tax assets before valuation allowance	$	7,100,000		$	5,556,000

Less valuation allowance		(7,100,000	)		(5,556,000	)

Net deferred tax assets	$	0		$	0

The Company has a valuation allowance against most of the amount of its net deferred tax assets due to the uncertainty of realization of the deferred tax assets due to the operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced or eliminated based on future earnings and future estimates of taxable income.

As of September 30, 2025 and December 31, 2024, the Company had approximately $21,185,289 and $18,060,708, respectively, of federal net operating loss carryforwards available to offset future taxable income. Under current tax law, the federal net operating losses generated do not expire and may be carried forward indefinitely. As of September 30, 2025 and December 31, 2024, the Company has approximately $59,000 of federal and state research and development credits. The remaining federal research and development credit from 2023 will expire in 2043, 2022 will expire in 2042, and the 2021 credits expire in 2041.

Note 11 - Stockholder’s Equity (Deficit)

Equity Incentive Plan

In August 2022, the Board of Directors adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), effective as of August 31, 2022. Awards that may be granted under the 2022 Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, and (f) Performance Compensation Awards. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants and Directors after the receipt of Awards. The purpose of the 2022 Plan is to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the stockholders of the Company; and (c) promote the success of the Company’s business. The 2022 Plan shall be administered by the Committee or, in the Board’s sole discretion, by the Board. Subject to the terms of the Plan and the provisions of Section 409A of the Code (if applicable), the Committee’s charter and Applicable Laws, and in addition to other express powers and authorization conferred by the Plan. The Board initially reserved 750,000 shares of common stock issuable upon the grant of awards. Stock options comprise all of the awards granted since the 2022 Plan’s inception. On February 27, 2024, the stockholders of the Company and the board approved an amendment to the Plan to increase the number of authorized shares of common stock available for issuance under the Plan from 750,000 shares of common stock to 2,250,000 shares of common stock. On September 18, 2024, the stockholders of the Company approved the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan, which further increased the number of shares of common stock reserved for issuance under the Plan to 4,500,000 shares of common stock. As a result of the reverse stock split that occurred on November 16, 2024, the number of shares of common stock reserved for issuance under the plan is 93,750.

As of September 30, 2025, there were 15,408 shares available for grant under the 2022 Plan and the Company had granted 72,318 restricted stock awards and stock options to purchase 6,024 shares of common stock outstanding. The stock options generally vest based on one to four years of continuous service and have ten-year contractual terms. The restricted stock generally vests based on one to two years of continuous service.

Preferred Stock

The Company’s board of directors is authorized to designate the terms and conditions of any preferred stock the Company may issue without further action by the stockholders of the Company.

At The Market Offering Agreement

On December 2, 2024, the Company entered into the At The Market Offering Agreement, dated December 2, 2024 (the “ATM Agreement”), by and between the Company and H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”). Pursuant to the ATM Agreement, the Company may offer and sell, from time to time, shares of common stock, through or to Wainwright as the Company’s sales agent or as principal, subject to the terms and conditions set forth in the ATM Agreement. As of September 30, 2025, the Company has registered the sale, at its discretion, of shares of common stock in an aggregate offering amount up to $5,072,010 under the ATM Agreement. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares of common stock from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the ATM Agreement generally, Wainwright may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act.

The offer and sale of shares of common stock under the ATM Agreement is registered and being conducted pursuant to the Company’s shelf registration statement on Form S-3, which was filed with the SEC on December 2, 2024 (File No. 333-283559) (the “Shelf Registration Statement”), and the related prospectus, as supplemented by prospectus supplements pursuant to Rule 424(b) under the Securities Act. The Shelf Registration Statement was declared effective by the SEC on December 5, 2024. The Company is not obligated to make any sales of shares of common stock under the ATM Agreement and no assurance can be given that the Company will sell any shares of common stock under the ATM Agreement, or, if the Company does, as to the price or amount of shares of common stock that the Company will sell, or the dates on which any such sales will take place.

The Company or Wainwright, under certain circumstances and upon notice to the other, may suspend the offering of shares of common stock under the ATM Agreement. As of September 30, 2025, the offering of shares of common stock pursuant to the ATM Agreement will terminate upon the sale of shares of common stock in an aggregate offering amount equal to $5,072,010, or sooner if either the Company or Wainwright terminates the ATM Agreement.

The Company will pay Wainwright a cash commission equal to 3.0% of the gross proceeds from each sale of shares of common stock sold pursuant to the ATM Agreement, and will reimburse Wainwright for certain specified expenses, including the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the ATM Agreement in an amount up to $50,000 and up to $2,500 per due diligence update session.

The Company made certain customary representations, warranties and covenants in the ATM Agreement concerning the Company and the Shelf Registration Statement, prospectus, prospectus supplement and other documents and filings relating to the offering of the shares of common stock. In addition, the Company has agreed to indemnify Wainwright against certain liabilities, including liabilities under the Securities Act.

During the three months ended September 30, 2025, no shares were sold through Wainwright under the ATM Agreement, As of September 30, 2025, $8,719 of the maximum aggregate offering amount of $5,072,010 under the ATM Agreement had not been sold.

Share-Based Payment Valuation

The grant date fair value of stock options granted containing service-based vesting conditions and generally vesting in certain increments over time is determined using the Black-Scholes option-pricing model. Prior to the start of trading of the Company’s common stock on November 14, 2023 on the NYSE American LLC stock exchange, the grant-date fair value of the underlying common stock was calculated utilizing a probability-weighted expected return valuation model as of the date the awards are granted. Beginning November 14, 2023, the grant-date fair value of the underlying common stock is calculated utilizing the daily closing price as reported by NYSE American LLC.

No stock options or restricted stock awards were granted or exercised during the current year and thus, only continued vesting of awards granted in the prior year.

The total grant-date fair value of the restricted stock granted during the three and nine months ended September 30, 2024 is $47,800 and $883,316, respectively. Stock-based compensation expense during the three and nine months ended September 30, 2025 is $39,981 and $177,061, respectively. Stock-based compensation expense during the three and nine months ended September 30, 2024 is $125,876 and $635,597, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to $88,071 as of September 30, 2025.

Helena Equity Line of Credit

On July 21, 2025, the Company entered into a purchase agreement, dated as of July 21, 2025 (the “Helena Purchase Agreement”), between Signing Day Sports and Helena Global Investment Opportunities 1 Ltd. (“Helena”). Under the Helena Purchase Agreement, the Company has the right, but not the obligation, to direct Helena to purchase up to $10 million (the “Helena Commitment Amount”) in shares of common stock of the Company ($0.0001 par value per share), subject to the terms and conditions contained in the Helena Purchase Agreement. The Helena Purchase Agreement began on July 21, 2025 and will terminate on the earliest of the first day of the month following the 36-month anniversary of the start date (August 1, 2028) or the date on which Helena shall have made purchases of common stock equal to the Commitment Amount (the “Commitment Period”).

Pursuant to the Helena Purchase Agreement, the Company may direct Helena to purchase a certain portion of the Helena Commitment Amount (“Helena Advance”) by delivering a notice (“Helena Advance Notice”) to Helena. The Company shall, in its sole discretion, select the amount of the Helena Advance requested by the Company in each Helena Advance Notice.

In consideration for Helena’s execution of the Helena Purchase Agreement, the Company agreed to issue 50,000 shares of Signing Day Sports common stock to Helena (the “Commitment Fee Shares”), having an aggregate value of $97,000 as of July 21, 2025, within one day of the date of authorization of such issuance by the NYSE American LLC. The Commitment Fee Shares will be deemed fully earned on the date of the Helena Purchase Agreement. In addition, the Company is responsible for up to $25,000 of Helena’s customary due diligence and legal fees in connection with the Helena Purchase Agreement.

Note 12 - Commitments and Contingencies

Legal

The Company may be a party to various legal actions arising from the normal course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage and does not believe the outcome of such legal actions will materially affect the Company’s operation and/or financial position.

Collaborative Arrangements

The company has entered into collaborative arrangements with various parties for the cross promotion of technologies and services within certain geographical areas. These arrangements do not commit the Company or the counterpart to any financial obligation. If these arrangements result in a formal project, the Company and the counterparties will receive certain equity consideration in the project or be given first right of refusal to provide their products or services to the projects, as defined by the respective agreements. To date, these arrangements have not resulted in any formal projects.

Business Combinations

On May 27, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (“Holdings”), One Blockchain LLC, a Delaware limited liability company (“One Blockchain”), BCDI Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Sub I”), and BCDI Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub II”), dated as of May 27, 2025 (the “Business Combination Agreement”).

The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth therein, the parties will effect a business combination transaction in which: (a) Merger Sub I will merge with and into Signing Day Sports (the “First Merger”), with Signing Day Sports surviving the First Merger as a direct wholly owned subsidiary of Holdings; and (b) Merger Sub II will merge with and into One Blockchain (the “Second Merger” and, together with the First Merger, the “Mergers,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with One Blockchain surviving the Second Merger as a direct wholly owned subsidiary of Holdings. At the effective time of the First Merger, each outstanding share of common stock of Signing Day Sports, $0.0001 par value per share (collectively, “SGN Shares”), will be automatically canceled and converted into the right to receive a registered common share, $0.01 par value per share, of Holdings (collectively, “Holdings Shares”). Each outstanding Signing Day Sports option and warrant will be assumed by Holdings and converted into options and warrants, respectively, to acquire Holdings Shares, with the same terms and conditions, including exercise price, and each assumed option will immediately become fully vested. At the effective time of the Second Merger, the outstanding membership interests of One Blockchain (collectively, “One Blockchain Membership Interests”) will be canceled and converted into the right to receive a number of Holdings Shares equal to the quotient of the total number of SGN Shares outstanding immediately prior to the First Merger on a fully diluted and as-converted basis, not including certain out-of-the-money derivative securities, divided by 0.085, less the total number of Holdings Shares that the SGN Shares will be converted into the right to receive at the effective time of the First Merger, subject to certain adjustments.

The Business Combination Agreement provides for the issuance of additional Holdings Shares (the “Earnout Shares”) to the members of One Blockchain as of immediately prior to the closing of the Mergers (the “Closing”) if the net income plus interest, taxes, depreciation and amortization of Holdings for the fiscal year ending December 31, 2026 equals or exceeds $25 million. The Earnout Shares will equal 11.628% of the total number of Holdings Shares issued to the members of One Blockchain prior to the One Blockchain Merger, subject to adjustment.

In addition, the Business Combination Agreement provides that Holdings will issue to Maxim Partners LLC (“Maxim”) (or its designees) a number of Holdings Shares equal to 3.5% of the total transaction enterprise value at the Closing, and, if applicable, 3.5% of the Earnout Shares, in accordance with the M&A Advisory Agreement between Blockchain One c/o VCV Digital and Maxim Group LLC dated January 29, 2025. The number of Holdings Shares issued to Maxim (or its designees) will reduce only the equity ownership otherwise allocable to the holders of One Blockchain Membership Interests. The Business Combination Agreement provides that Holdings may adjust the number of Holdings Shares into which the SGN Shares and the One Blockchain Membership Interests may be converted so long as the aggregate number of Holdings Shares that the stockholders of Signing Day Sports are entitled to receive pursuant to the terms of the Business Combination Agreement will be at least 8.5% of the Holdings Shares that are outstanding on a fully diluted basis immediately after the Closing (excluding any out-of-the-money options and warrants) and (ii) such adjustment does not have a negative impact on the qualification of the Holdings Shares to become listed on the NYSE American LLC (the “NYSE American”).

The Closing is subject to the satisfaction or, to the extent permissible, the waiver, of certain conditions, including: (i) the expiration or termination of applicable antitrust waiting periods and any required antitrust consents having been obtained; (ii) approval of the Business Combination Agreement, the Mergers and the other contemplated Transactions by the requisite vote of Signing Day Sports stockholders; (iii) the Registration Statement (as defined below) having become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn; (iv) the approval for listing of the Holdings Shares to be issued pursuant to the Business Combination Agreement on the NYSE American (or another national securities exchange); (v) the absence of any law or order prohibiting the Transactions; (vi) the accuracy of the parties’ representations and warranties and compliance with their covenants, subject to specified materiality standards; (vii) the termination of the employment agreements of each of Craig Smith, the Chief Operating Officer and Secretary of Signing Day Sports, Daniel Nelson, the Chairman and Chief Executive Officer of Signing Day Sports, and Jeffry Hecklinski, the President of Signing Day Sports without any continuing liability to Signing Day Sports, Holdings, or One Blockchain; (viii) the execution of Executive Consulting Agreements with Holdings or one of its subsidiaries that provide that each of Mr. Smith, Mr. Nelson, and Mr. Hecklinski will be engaged as a consultant for a 24-month term and certain severance compensation; and (ix) other customary closing conditions.

Note 13 - Related Party Transactions

Daniel Nelson Promissory Notes

During the years ended December 31, 2024 and 2023, the Company entered into various promissory notes with Daniel Nelson, the Chief Executive Officer, Chairman, and a director of the Company. Refer to Note 7 for a discussion of the Daniel Nelson Promissory Notes.

Note 14 - Segment Information

The Company has one reportable segment. The Company’s chief operating decision maker (“CODM”) is the executive team, including the chief executive officer, chief financial officer, chief operating officer, and president. The Company’s CODM reviews gross profit and net cash used in operating activities to evaluate profitability and make strategic decisions. These financial metrics are used by the CODM to make key operating decisions, such as the allocation of budget between advertising and marketing and general and administrative expenses.

Note 15 - Subsequent Events

Regulation FD Disclosure

On October 8, 2025, the Company issued a press release announcing an update relating to the Business Combination Agreement. In July 2025, a draft of a registration statement on Form S-4 (the “Registration Statement”) was confidentially submitted by BlockchAIn with the Securities and Exchange Commission (the “SEC”). BlockchAIn has submitted two revised drafts of the Registration Statement in response to the comments of the SEC staff. In addition, the proposed listing of the combined company is under review by the staff of the NYSE American LLC (the “NYSE American”).

The closing of the Transactions is expected to occur late in the fourth quarter of 2025 or the first quarter of 2026, subject to certain conditions, including, without limitation, the public filing and effectiveness of the Registration Statement, approval of the Company’s stockholders, and approval of the listing of the registered common shares of BlockchAIn by the NYSE American.

We have evaluated subsequent events through November 12, 2025, the date the financial statements were issued. Based on our evaluation, no additional events than listed above have occurred that would require adjustment to or disclosure in the financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References to the “Company”, “our”, “us”, “we”, “our company” or “Signing Day Sports”, refer to Signing Day Sports, Inc., a Delaware corporation. “Common stock” refers to the Company’s Common Stock, par value $0.0001 per share. The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information should be read in connection with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2025, as amended by Amendment No. 1 on Form 10-K filed with the SEC on August 6, 2025 (the “2024 Annual Report”), and the risk factors contained therein.

Note Regarding Trademarks, Trade Names and Service Marks

We use various trademarks, trade names and service marks in our business. For convenience, we may not include the ℠, ^®or ^™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this Quarterly Report on Form 10-Q are the property of their respective owners.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

our ability to identify and execute value-enhancing merger, acquisition or other strategic transactions;

●

anticipated benefits from strategic alliances, sponsorships, and collaborations with certain sports organizations or celebrity professional sports consultants;

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our ability to implement certain desired artificial intelligence features into our platform;

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our anticipated ability to obtain sufficient funding to maintain operations and offer additional services and offerings;

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expected market acceptance of existing and planned offerings;

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anticipated competition from existing or new offerings that may emerge;

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anticipated favorable impacts from strategic changes to our business on our net sales, revenues, income from continuing operations, or other results of operations;

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our expected ability to attract new users and customers;

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our expected ability to increase the rate of subscription renewals;

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our expected ability to slow the rate of user attrition;

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our expected ability and third parties’ abilities to retain or obtain intellectual property rights;

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our expected ability to adequately support future growth;

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our expected ability to comply with user data privacy laws and other current or anticipated legal requirements;

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anticipated legal and regulatory requirements and our ability to comply with such requirements; and

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our expected ability to attract and retain key personnel to manage our business effectively.

In some cases, you can identify forward-looking statements by terms 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, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” in our 2024 Annual Report, and elsewhere in this Quarterly Report on Form 10-Q. If one or more of these risks or uncertainties occur, or if our 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.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Quarterly Report on Form 10-Q. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

We are a technology company developing and operating a platform to give significantly more student-athletes the opportunity to go to college and continue playing sports. Our platform, Signing Day Sports, is a digital ecosystem to help student-athletes get discovered and recruited by coaches and recruiters across the country. We fully support football, baseball, softball, and men’s and women’s soccer, and we plan to expand the Signing Day Sports platform to include additional sports. Each sport is led by former professional athletes and coaches who know what it takes to get to the big leagues.

Signing Day Sports launched in 2019. During the first nine months of 2025, 4,755 aspiring high school athletes and groups throughout the United States subscribed to the Signing Day Sports platform. Colleges in the National Collegiate Athletic Association (NCAA) Division I, Division II, and Division III, and the National Association of Intercollegiate Athletics (NAIA), have utilized our platform for recruitment purposes.

In short, we offer a comprehensive solution that services the needs of all participants in the sports recruitment process. Our goal is to change the way sports recruitment is done for the betterment of everyone.

Our Historical Performance

The Company’s management has expressed substantial doubt as to the Company’s ability to continue as a going concern. We have incurred losses for each period from our inception and have accumulated a significant deficit. For the nine months ended September 30, 2025 and 2024, our net loss was approximately $2.8 million and approximately $5.4 million, respectively, and our net cash used in operating activities was approximately $4.1 million and approximately $3.5 million, respectively. As of September 30, 2025 and December 31, 2024, we had an accumulated deficit of approximately $28.5 million and approximately $25.7 million, respectively. As of September 30, 2025, we had total current liabilities of approximately $1.1 million, compared to approximately $0.2 million in cash and cash equivalents.

As a result of our critical financial condition, we are actively seeking multiple means to raise funds, primarily to pay off existing indebtedness and accounts payable to avoid loan defaults, lawsuits, bankruptcy, and liquidation, rather than for growth or expansion. If we are successful in these regards, we believe that we will be able to fund our planned operations and growth until September 30, 2026 and for at least 12 months beyond that period in order to transition to profitable operations and finance operations primarily from profits. Such acquisition and funding, if obtained, is expected to mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. However, there can be no assurance that the Company will be successful in these regards, or that its financial resources will be sufficient to remain in operation or that necessary financing will be available on satisfactory terms, if at all. The Company may be forced to significantly reduce its spending, delay or cancel its planned activities, sell off substantial assets, or substantially change its business plans or corporate or capital structure. There can also be no assurance that the Company will ever succeed in generating sufficient revenues to continue its operations as a going concern. For further discussion, see “We will need to obtain additional funding to continue operations. If we fail to obtain the necessary financing or fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations and be forced to significantly delay, scale back or discontinue our operations or explore other strategies.” in Part II. Item 1A. “Risk Factors” of the 2024 Annual Report.

Emerging Growth Company and Smaller Reporting Company

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

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have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

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present three years, and may instead present only two years, of audited financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in certain filings with the SEC;

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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

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comply with certain greenhouse gas emissions disclosure and related third-party assurance requirements;

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submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

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disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1,235,000,000; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including as to: (i) the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (ii) scaled executive compensation disclosures; (iii) presenting two years of audited financial statements, instead of three years; and (iv) compliance with certain greenhouse gas emissions disclosure and related third-party assurance requirements.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

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our anticipated ability to obtain sufficient funding to maintain operations and offer additional services and offerings

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our ability to acquire new customers and users or retain existing customers and users;

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our ability to offer competitive product pricing;

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our ability to broaden product offerings;

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our ability to leverage technology and use and develop efficient processes;

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our ability to attract and retain talented employees;

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industry demand and competition; and

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market conditions and our market position.

Results of Operations

Comparison of Three Months Ended September 30, 2025 and 2024

	Three Months Ended September 30,
	2025			2024			$ Change			% Change
Revenues, net	$	30,581		$	55,363		$	(24,782	)		-44.8	%
Cost of revenues		8,642			30,259			(21,617	)		-71.4	%
Gross profit (loss)	$	21,939		$	25,104		$	(3,165	)		-12.6	%

Operating cost and expenses
Advertising and marketing		3,594			(1,319	)		4,913			-372.5	%
General and administrative		886,906			1,463,768			(576,862	)		-39.4	%

Total operating expenses	$	890,500		$	1,462,449		$	(571,949	)		-39.1	%

Net income (loss) from operations	$	(868,561	)	$	(1,437,345	)	$	568,784			-39.6	%

Other income (expense)
Interest (expense) income		2,791			(164,708	)		167,499			-101.7	%
Other income (expense), net		299,369			-			299,369			100.0	%

Total other income (expense)	$	302,160		$	(164,708	)	$	466,868			-283.5	%

Net loss	$	(566,401	)	$	(1,602,053	)	$	1,035,652			-64.6	%

Revenues, Net

Revenues, net for the three months ended September 30, 2025 and 2024 were approximately $0.031 million and approximately $0.055 million, respectively. Revenues, net decreased approximately $0.025 million, or 44.8%, due to a decrease in event fee payments.

The following table presents information about the number of users of our platform under subscriptions by type of subscription plan for each of the three-month periods ended September 30, 2025 and 2024. Subscriptions to our platform require full payment following a seven-day trial for platform access, with the exception of group subscriptions that may make payments on a monthly installment basis.

	Users with Subscriptions
	Three Months Ended September 30,
Subscription Type	2025		2024
Monthly		1,248		1,922
Annual		6		14
Total:		1,254		1,936

Cost of Revenues

Cost of revenues for the three months ended September 30, 2025 and 2024 was approximately $0.009 million and approximately $0.030 million, respectively. Cost of revenue decreased approximately $0.022 million primarily due to purchases of ecommerce apparel during the three months ended September 30, 2024 that did not recur during the three months ended September 30, 2025.

General and Administrative

General and administrative expenses were approximately $0.887 million and approximately $1.464 million for the three months ended September 30, 2025 and 2024, respectively. The decrease of approximately $0.577 million, or 39.4%, was primarily due to decreases in license and permit expenses of approximately $0.211 million, legal expenses of approximately $0.094 million, stock-based compensation of approximately $0.086 million, insurance expenses of approximately $0.053 million, and non-legal professional fees of approximately $0.036 million, offset by an increase in event and travel expenses of approximately $0.003 million.

Interest (Expense) Income

Interest income was $0.003 million and interest expense was approximately $(0.165) million for the three months ended September 30, 2025 and 2024, respectively. The change is due to the repayment of remaining debt obligations of the Company prior to the three months ended September 30, 2025, interest income earned from the Company’s money market account for the three months ended September 30, 2025, and the nonrecurrence of a penalty payment made during the three months ended September 30, 2024 for the early redemption of a certificate of deposit, which had been held by the Company’s bank as collateral for a former line of credit.

Other Income (Expense), Net

Other income (expense), net was approximately $0.299 million and $0 for the three months ended September 30, 2025 and 2024, respectively. Other income for the three months ended September 30, 2025 was due to an Employee Retention Credit tax refund.

Comparison of Nine Months Ended September 30, 2025 and 2024

	Nine Months Ended September 30,
	2025			2024			$ Change			% Change
Revenues, net	$	245,745		$	494,952		$	(249,207	)		-50.3	%
Cost of revenues		28,301			161,454			(133,153	)		-82.5	%
Gross profit (loss)	$	217,444		$	333,498		$	(116,054	)		-34.8	%

Operating cost and expenses
Advertising and marketing		4,728			92,290			(87,562	)		-94.9	%
General and administrative		3,501,062			4,774,689			(1,273,627	)		-26.7	%

Total operating expenses	$	3,505,790		$	4,866,979		$	(1,361,189	)		-28.0	%

Net income (loss) from operations	$	(3,288,346	)	$	(4,533,481	)	$	1,245,135			-27.5	%

Other income (expense)
Interest (expense) income		(7,582	)		(186,817	)		179,235			-95.9	%
Deferred tax income, net		-			32,571			(32,571	)		-100.0	%
Change in fair value of derivative and gain (loss) on warrant exercise		10,764			-			10,764			100.0	%
Other income (expense), net		509,085			(725,054	)		1,234,139			-170.2	%

Total other income (expense)	$	512,267		$	(879,300	)	$	1,391,567			-158.3	%

Net loss	$	(2,776,079	)	$	(5,412,781	)	$	2,636,702			-48.7	%

Revenues, Net

Revenues, net for the nine months ended September 30, 2025 and 2024 were approximately $0.246 million and approximately $0.495 million, respectively. Revenues, net decreased approximately $0.249 million, or 50.3%, due to a decrease in event fee payments of approximately $0.200 million and a decrease in subscription revenue of approximately $0.045 million.

The following table presents information about the number of users of our platform under subscriptions by type of subscription plan for each of the nine-month periods ended September 30, 2025 and 2024. Subscriptions to our platform require full payment following a seven-day trial for platform access, with the exception of group subscriptions that may make payments on a monthly installment basis.

	Users with Subscriptions
	Nine Months Ended September 30,
Subscription Type	2025		2024
Monthly		4,725		6,702
Annual		30		60
Total:		4,755		6,762

Cost of Revenues

Cost of revenues for the nine months ended September 30, 2025 and 2024 was approximately $0.028 million and approximately $0.161 million, respectively. Cost of revenue decreased approximately $0.133 million, or 82.5%, primarily due to a decrease in development labor cost of approximately $0.100 million.

Advertising and Marketing

Advertising and marketing expenses were approximately $0.005 million and approximately $0.093 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of approximately $0.088 million, or 94.9%, was primarily attributable to a shift in marketing strategy, which emphasized the use of cost-effective methods such as social media campaigns during the nine months ended September 30, 2025.

General and Administrative

General and administrative expenses were approximately $3.501 million and approximately $4.775 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease of approximately $1.274 million, or 26.7%, was primarily due to decreases in event and travel expenses of approximately $0.101 million, legal expenses of approximately $0.586 million, insurance expenses of approximately $0.208 million, stock-based compensation of approximately $0.459 million, license and permits expenses of approximately $0.143 million, recruiting expenses of approximately $0.040 million, and salaries and wages of approximately $0.304 million, offset by an increase in non-legal professional fees of approximately $0.610 million.

Interest (Expense) Income

Interest expense was approximately $(0.008) million and approximately $(0.187) million for the nine months ended September 30, 2025 and 2024, respectively. The change is due to the repayment of remaining debt obligations of the Company during the nine months ended September 30, 2025 and interest income for the nine months ended September 30, 2025 is earned from the Company’s money market account.

Deferred Tax Income

Deferred tax income was approximately $0 and approximately $0.033 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease was due to the fact that the Company did not qualify for the Arizona refundable research and development tax credit in the nine months ended September 30, 2025.

Change in Fair Value of Derivative and Gain on Warrant Exercise

The Company recorded a change in fair value of derivative and gain on warrant exercise of approximately $0.011 million for the nine months ended September 30, 2025. There was no derivative outstanding during the nine months ended September 30, 2024.

Other Income (Expense), Net

Other income (expense), net was approximately $0.509 million and approximately ($0.726 million) for the nine months ended September 30, 2025 and 2024, respectively. Other income for the nine months ended September 30, 2025 was primarily due to an Employee Retention Credit tax refund of approximately $0.490 million. Other expense for the nine months ended September 30, 2024 was primarily due to the payments of commitment fees of approximately $0.664 million and interest expense of approximately $0.200 million.

Liquidity and Capital Resources

As of September 30, 2025, we had cash and cash equivalents of $215,539. As of September 30, 2025, we also had total current liabilities of $1,090,463. As of September 30, 2025, we have financed our operations primarily through sales of securities.

We require additional financing as our current levels of cash will not be sufficient to meet our anticipated cash needs for our operations and other cash requirements until September 30, 2026 and for at least 12 months beyond that period, including our costs associated with being a public reporting company. We may also in the future require additional or alternative cash resources due to changing business conditions, pursuit of rapid product development, significant expansion or introduction of major marketing campaigns, or to fund significant business investments or acquisitions. Since our own financial resources may be insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities in public offerings, private placements or credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Going Concern

Management currently believes there is substantial doubt regarding the Company’s ability to continue as a going concern. In recent years, we have suffered recurring losses from operations, negative working capital and cash outflows from operating activities, and therefore have been dependent upon external sources for financing our operations.

The financial statements that accompany this Quarterly Report on Form 10-Q do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan

On August 31, 2022, the Company adopted the Signing Day Sports, Inc. 2022 Equity Incentive Plan (as amended, the “Plan”) for the purpose of granting restricted stock, stock options, and other forms of incentive compensation to officers, employees, directors, and consultants of the Company. On February 27, 2024, the stockholders of the Company approved Amendment No. 1 to the Plan to increase the number of shares of common stock reserved for issuance under the Plan. On September 18, 2024, the stockholders of the Company approved the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan, which further increased the number of shares of common stock reserved for issuance under the Plan to 93,750 shares of common stock. As of September 30, 2025, stock options have been granted under the Plan to certain officers, directors, employees, and consultants that may be exercised to purchase a total of 6,024 shares of common stock, not including stock options that terminated without exercise. In addition, as of September 30, 2025, a total of 72,318 shares of restricted stock have been granted under the Plan, not including restricted stock that had been forfeited or returned for tax withholding purposes. See Item 11. “Executive Compensation – Signing Day Sports, Inc. 2022 Equity Incentive Plan” of the 2024 Annual Report for a summary of the principal features of the Plan.

Summary of Cash Flow

The following table provides detailed information about our net cash flow for the nine months ended September 30, 2025 and 2024.

	Nine Months Ended September 30,
	2025			2024

Net cash used in operating activities	$	(4,149,858	)	$	(3,488,883	)
Net cash provided by investing activities		-			2,117,598
Net cash provided by financing activities		4,184,126			249,164
Net change in cash and cash equivalents		34,268			(1,122,121	)
Cash and cash equivalents, beginning of period		181,271			1,123,529
Cash and cash equivalents, end of period	$	215,539		$	1,408

Net cash used in operating activities was approximately $4.150 million for the nine months ended September 30, 2025, as compared to net cash used in operating activities of approximately $3.489 million for the nine months ended September 30, 2024. The change was primarily due to a net decrease in accounts payable of approximately $2.667 million and decreases in stock-based compensation expense of $0.459 million and deferred tax assets of $0.065 million, offset by a decrease in net loss of approximately $2.637 million.

Net cash provided by investing activities was $0 for the nine months ended September 30, 2025, while net cash provided by investing activities was approximately $2.118 million for the nine months ended September 30, 2024. The change was primarily due to proceeds from investments of approximately $2.109 million in the prior period from early redemption of a certificate of deposit with Southwest Heritage Bank.

Net cash provided by financing activities was approximately $4.184 million for the nine months ended September 30, 2025, while net cash provided by financing activities was approximately $0.249 million for the nine months ended September 30, 2024. The net cash provided by financing activities for the nine months ended September 30, 2025 was primarily due to proceeds from the issuance of common stock and exercises of warrants of approximately $4.615 million, offset by payments on debt borrowings of approximately $0.431 million. The net cash provided by financing activities for the nine months ended September 30, 2024 was primarily due to proceeds of approximately $1.512 million from common stock issuances, offset by repayment of a revolving line of credit of approximately $1.263 million.

Recent Developments

Pursuant to the Helena Purchase Agreement (as defined in “—Contractual Obligations – Purchase Agreement with Helena Global Investment Opportunities 1 Ltd.”), from October 1, 2025, to November 6, 2025, the Company sold an aggregate of 70,000 shares of common stock for gross proceeds of $109,310 and net proceeds of $105,484 after payment of related placement agent fees.

Contractual Obligations

Summary of Future Contractual Financial Obligations

The following table outlines our future contractual financial obligations by period in which payment is expected, as of September 30, 2025:

	Total		Short-Term		Long-Term
Operating lease obligations	$	77,761	$	77,761	$	-
Loans payable		-		-		-
Total contractual obligations	$	77,761	$	77,761	$	-

Purchase Agreement with Helena Global Investment Opportunities 1 Ltd.

Under the Purchase Agreement, dated as of July 21, 2025 (the “Helena Purchase Agreement”), between the Company and Helena Global Investment Opportunities 1 Ltd. (“Helena”), the Company has the right, but not the obligation, to direct Helena to purchase up to $10,000,000 (the “Helena Commitment Amount”) in shares of common stock of the Company (“Purchase Shares”), subject to the terms and conditions contained in the Helena Purchase Agreement.

During the term of the Helena Purchase Agreement, the Company may direct Helena to purchase a certain portion of the Helena Commitment Amount (an “Advance”) by delivering a notice (“Advance Notice”) to Helena. The Company shall, in its sole discretion, select the amount of the Advance requested by the Company in each Advance Notice. However, each requested Advance may not exceed the lesser of (i) 100% of the average of the Daily Value Traded (as defined in the Helena Purchase Agreement) of the common stock over the ten trading days immediately preceding an Advance Notice, or (ii) $5,000,000, subject to modification by the parties’ mutual prior written consent.

If no Advance Notice is pending settlement at the time that the Company issues an Advance Notice, then the purchase price to be paid by Helena for the Purchase Shares will be 98% of the lowest daily VWAP (as defined in the Helena Purchase Agreement) of the common stock during the three trading days commencing on the date of Helena’s receipt of the Purchase Shares relating to such Advance Notice. If an Advance Notice is pending settlement at the time that the Company issues an Advance Notice, then the purchase price to be paid by Helena for the Purchase Shares will be 95% of the VWAP of the common stock on the same trading day that the Advance Notice is received by Helena, or the next trading day in the event the Advance Notice is received after 8:30 a.m. Eastern Time subject to the mutual written consent of the Company and Helena.

In consideration for Helena’s execution and delivery of the Helena Purchase Agreement, the Company issued 50,000 shares of common stock to Helena (the “Commitment Fee Shares”), having an aggregate value, as of July 21, 2025, of $97,000, within one business day of the date of the authorization of such issuance by the NYSE American LLC (the “NYSE American”). The Commitment Fee Shares were deemed fully earned on the date of the Helena Purchase Agreement. In addition, the Company will be responsible for up to $25,000 of Helena’s customary due diligence and legal fees in connection with the Helena Purchase Agreement.

Each Advance is subject to the following limitations: (1) The Company may not conduct a sale under the Helena Purchase Agreement to the extent that the effect would be the issuance of an aggregate number of shares of common stock under the Helena Purchase Agreement that would exceed 19.99% of the outstanding shares of common stock as of the date of the Helena Purchase Agreement, or 779,166 shares as of July 21, 2025 (the “Exchange Cap”), until the Company obtains the requisite stockholder approval for issuances in excess of the Exchange Cap; (2) no Advance may cause the aggregate number of shares of common stock beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act), by Helena and its affiliates as a result of previous issuances and sales of shares of common stock to Helena under the Helena Purchase Agreement to exceed 4.99% of the then issued and outstanding shares of common stock; and (3) no Advance may be in excess of the Registrable Securities (as defined below) covered by an effective registration statement.

The Company will be prohibited from conducting any Variable Rate Transaction (as defined in the Helena Purchase Agreement) from the date of the Helena Purchase Agreement to the earlier of the date that is (i) 12 months after the effective date of the initial registration statement covering the resale of the Registrable Securities or (ii) two months after any termination of the Helena Purchase Agreement, subject to certain limited exceptions.

The term of the Helena Purchase Agreement began on the date of execution and ends on the earlier of (i) the first day of the month following the 36-month anniversary of the date of the Helena Purchase Agreement, (ii) the date on which Helena shall have made payment for Advances equal to the Helena Commitment Amount, (iii) by the Company upon five trading days’ prior written notice to Helena, provided that there are no outstanding Advance Notices, the Company has paid all amounts owed to Helena pursuant to the Helena Purchase Agreement, including the Commitment Fee Shares, or (iv) by mutual written consent.

Pursuant to the Helena Purchase Agreement, the Company was required to file a registration statement with the SEC registering the resale of common stock and any securities issued or issuable to Helena from time to time under the Helena Purchase Agreement (the “Registrable Securities”) within 30 calendar days of the date of the Helena Purchase Agreement, and to have such registration statement be declared effective by the SEC within 90 calendar days of the date of the Helena Purchase Agreement. Under a Limited Waiver Agreement, dated as of August 18, 2025, between the Company and Helena, Helena waived the filing deadline of such registration statement, provided that such registration statement was filed by September 3, 2025. The Company must also file one or more additional registration statements for the resale of the Registrable Securities if necessary.

The Helena Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Pursuant to a Placement Agency Agreement, dated as of July 21, 2025 (the “Placement Agency Agreement”), between the Company and Maxim Group LLC (“Maxim Group”), Maxim Group is serving as the exclusive placement agent for the Company in connection with the transactions contemplated by the Helena Purchase Agreement. Pursuant to the Placement Agency Agreement, the Company will pay Maxim Group a cash fee equal to 3.5% of the gross proceeds received by the Company pursuant to the Helena Purchase Agreement. In addition, the Company shall reimburse Maxim Group for all travel and other out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $50,000, provided that such limit shall be $25,000 in aggregate in the event that the Placement Agency Agreement is terminated prior to consummation of the transactions contemplated by the Helena Purchase Agreement.

Business Combination Agreement

On May 27, 2025, the Company entered into a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc., a Delaware corporation (“BlockchAIn”), One Blockchain LLC, a Delaware limited liability company (“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”), dated as of May 27, 2025 (the “Business Combination Agreement”).

The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth therein, the parties will effect a business combination transaction in which: (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct wholly owned subsidiary of BlockchAIn; and (b) Merger Sub II will merge with and into One Blockchain (the “Second Merger” and, together with the First Merger, the “Mergers,” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with One Blockchain surviving the Second Merger as a direct wholly owned subsidiary of BlockchAIn. At the effective time of the First Merger, each outstanding share of common stock of the Company will be automatically canceled and converted into the right to receive a registered common share, $0.01 par value per share, of BlockchAIn (collectively, “BlockchAIn Shares”). Each outstanding option and warrant of the Company will be assumed by BlockchAIn and converted into options and warrants, respectively, to acquire BlockchAIn Shares, with the same terms and conditions, including exercise price, and each assumed option will immediately become fully vested. At the effective time of the Second Merger, the outstanding membership interests of One Blockchain (collectively, “One Blockchain Membership Interests”) will be canceled and converted into the right to receive a number of BlockchAIn Shares equal to the quotient of the total number of shares of common stock of the Company outstanding immediately prior to the First Merger on a fully diluted and as-converted basis, not including certain out-of-the-money derivative securities, divided by 0.085, less the total number of BlockchAIn Shares that the shares of common stock of the Company will be converted into the right to receive at the effective time of the First Merger, subject to certain adjustments.

The Business Combination Agreement provides for the issuance of additional BlockchAIn Shares (the “Earnout Shares”) to the members of One Blockchain as of immediately prior to the closing of the Mergers (the “Closing”) if the net income plus interest, taxes, depreciation and amortization of BlockchAIn for the fiscal year ending December 31, 2026 equals or exceeds $25 million. The Earnout Shares will equal 11.628% of the total number of BlockchAIn Shares issued to the members of One Blockchain prior to the One Blockchain Merger, subject to adjustment.

In addition, the Business Combination Agreement provides that BlockchAIn will issue to Maxim Partners LLC (“Maxim”) (or its designees) a number of BlockchAIn Shares equal to 3.5% of the total transaction enterprise value at the Closing, and, if applicable, 3.5% of the Earnout Shares, in accordance with the M&A Advisory Agreement between Blockchain One c/o VCV Digital and Maxim Group LLC dated January 29, 2025. The number of BlockchAIn Shares issued to Maxim (or its designees) will reduce only the equity ownership otherwise allocable to the holders of One Blockchain Membership Interests. The Business Combination Agreement provides that BlockchAIn may adjust the number of BlockchAIn Shares into which the shares of common stock of the Company and the One Blockchain Membership Interests may be converted so long as the aggregate number of BlockchAIn Shares that the stockholders of the Company are entitled to receive pursuant to the terms of the Business Combination Agreement will be at least 8.5% of the BlockchAIn Shares that are outstanding on a fully diluted basis immediately after the Closing (excluding any out-of-the-money options and warrants) and (ii) such adjustment does not have a negative impact on the qualification of the BlockchAIn Shares to become listed on the NYSE American.

The Closing is subject to the satisfaction or, to the extent permissible, the waiver, of certain conditions, including: (i) the expiration or termination of applicable antitrust waiting periods and any required antitrust consents having been obtained; (ii) approval of the Business Combination Agreement, the Mergers and the other contemplated Transactions by the requisite vote of the Company stockholders; (iii) the Form S-4 Registration Statement (as defined below) having become effective in accordance with the provisions of the Securities Act, and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn; (iv) the approval for listing of the BlockchAIn Shares to be issued pursuant to the Business Combination Agreement on the NYSE American (or another national securities exchange); (v) the absence of any law or order prohibiting the Transactions; (vi) the accuracy of the parties’ representations and warranties and compliance with their covenants, subject to specified materiality standards; (vii) the termination of the employment agreements of each of Craig Smith, the Chief Operating Officer and Secretary of the Company, Daniel Nelson, the Chairman and Chief Executive Officer of the Company, and Jeffry Hecklinski, the President of the Company without any continuing liability to the Company, BlockchAIn, or One Blockchain; (viii) the execution of Executive Consulting Agreements with BlockchAIn or one of its subsidiaries that provide that each of Mr. Smith, Mr. Nelson, and Mr. Hecklinski will be engaged as a consultant for a 24-month term and certain severance compensation; and (ix) other customary closing conditions.

In addition, the Business Combination Agreement contains certain covenants governing the interim period between the execution of the agreement and the earlier of the Closing or termination of the Business Combination Agreement (the “Interim Period”). In connection with the Mergers, the parties will jointly prepare and file with the SEC a registration statement on Form S-4 registering the issuance of, and containing a prospectus relating to, the BlockchAIn Shares to be issued pursuant to the Business Combination Agreement (the “Form S-4 Registration Statement”), and a proxy statement with respect to a meeting of the Company’s stockholders to be held to approve the Transactions and related proposals (the “Meeting”). These covenants also include a number of restrictions on the conduct of the Company. In particular, without the prior written consent of One Blockchain, which may not to be unreasonably withheld, the Company may not, among other things:

●

other than with respect to Permitted Capital Raises (as defined below): (A) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its shares or other equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities or (B) enter into any engagement letters in connection with any of the foregoing;

●

split, combine, recapitalize, subdivide, reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

●

(A) incur, create, assume or otherwise become liable for any indebtedness (directly, contingently or otherwise), (B) make a loan or advance to or investment in any third party (other than advancement of expenses to employees in the ordinary course of business), or (C) guarantee or endorse any indebtedness;

●

incur, create, assume or otherwise become liable for any obligation not in the ordinary course of the Company’s business;

●

terminate, waive or assign any material right under any material agreement to which it is a party, or enter into any contract that would be a material agreement if entered into prior to the date of the Business Combination Agreement;

●

fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect; or

●

waive, release, assign, settle or compromise any claim or action, other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, the Company) not in excess of $25,000 (individually or in the aggregate), unless such amount has been reserved in the Company’s financial statements.

The Business Combination Agreement provides that the Company may continue to offer and sell up to $4,000,000 in shares of common stock of the Company in its existing at the market offering (the “Permitted Capital Raises”). The Company may use the proceeds only to pay its liabilities and for working capital related to its business as of the date of the Business Combination Agreement (the “Legacy Business”). At the Closing, any cash the Company holds must first be used to pay off all remaining liabilities, and any leftover cash can only be used for the Legacy Business. Any liabilities remaining at the Closing will be the sole responsibility of the Legacy Business.

The Business Combination Agreement provides for termination by any of the following: (i) The mutual written consent of the parties; (ii) either the Company or One Blockchain’s notice of termination if any of the conditions to the Closing have not been satisfied or waived by December 31, 2025 (the “Outside Date”), subject to exte

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