Initial Registration Statement for Employee Benefit Plan Form S 8

As filed with the Securities and Exchange Commission on September 25, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

SIGNING DAY SPORTS, INC.

(Exact name of registrant as specified in its charter)

Delaware		87-2792157
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8355 East Hartford Rd., Suite 100, Scottsdale, AZ		85255
(Address of Principal Executive Offices)		(Zip Code)

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

(Full title of the plan)

Daniel Nelson, Chief Executive Officer
8355 East Hartford Rd., Suite 100
Scottsdale, AZ 85255
(480) 220-6814

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Louis A. Bevilacqua, Esq.

Bevilacqua PLLC

1050 Connecticut Ave., N.W., Suite 500

Washington, DC 20036

(202) 869-0888

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-8 (this "Registration Statement") is filed by Signing Day Sports, Inc., a Delaware corporation (the "Registrant"), to register 2,250,000 additional shares of common stock, par value $0.0001 per share (the "common stock"), available for issuance pursuant to the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (the "Amended and Restated Plan"), which amended and restated the Signing Day Sports, Inc. 2022 Equity Incentive Plan, as amended by Amendment No. 1 thereto. On August 9, 2024, the Registrant filed with the Securities and Exchange Commission (the "SEC") the Registrant's definitive proxy materials for the 2024 annual stockholders' meeting held on September 18, 2024 (the "Annual Stockholders' Meeting") for the purpose of, among other things, approving a proposal to adopt the Amended and Restated Plan. The Amended and Restated Plan, as proposed, increases the number of shares of common stock reserved for issuance under the Amended and Restated Plan by 2,250,000 shares. The proposal to adopt the Amended and Restated Plan was approved by the Registrant's stockholders on September 18, 2024 at the Annual Stockholders' Meeting. This Registration Statement registers (i) 2,250,000 additional shares of common stock available for issuance under the Amended and Restated Plan, and (ii) 26,250 shares of common stock that were previously issued as restricted stock awards under the Amended and Restated Plan, but which were forfeited and returned to the Amended and Restated Plan in accordance with the terms of the Amended and Restated Plan.

The shares of common stock registered pursuant to this Registration Statement are of the same class of securities as the 660,000 shares of common stock registered for issuance under the Amended and Restated Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-275581) (the "First Prior Registration Statement") filed on November 16, 2023, the 90,000 shares of common stock issued under the Amended and Restated Plan and registered for reoffer and resale pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-275582) filed on November 16, 2023 (the "Second Prior Registration Statement"), and 1,500,000 shares of common stock registered for issuance under the Amended and Restated Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-277566) filed on March 1, 2024, which also included a revised reoffer prospectus for 90,000 shares of common stock issued under the Amended and Restated Plan (the "Third Prior Registration Statement" and together with the First Prior Registration Statement and the Second Prior Registration Statement, the "Prior Registration Statements"). The contents of the Prior Registration Statements are hereby incorporated by reference pursuant to General Instruction E to Form S-8, except that the section captioned "Reoffer Prospectus" of each of the Second Prior Registration Statement and the Third Prior Registration Statement is not incorporated by reference herein, and except to the extent otherwise supplemented, amended, modified, or superseded by the information set forth in this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to the persons participating in the Amended Plan, as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Signing Day Sports, Inc., a Delaware corporation (the "Registrant"), with the Securities and Exchange Commission (the "SEC") are incorporated by reference into this Registration Statement:

(a)	The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024;

(b)	The Registrant's Quarterly Report on Form 10-Qfor the fiscal quarter ended June 30, 2024, filed with the SEC on August 19, 2024;

(c)	The Registrant's Quarterly Report on Form 10-Qfor the fiscal quarter ended March 31, 2024, filed with the SEC on May 15, 2024;

(d)

The Registrant's Current Reports on Form 8-K (and any amendments thereto on Form 8-K/A) filed with the SEC on January 8, 2024, January 29, 2024, February 14, 2024, February 28, 2024, March 6, 2024, March 11, 2024, April 11, 2024, April 17, 2024, April 26, 2024, May 3, 2024, May 17, 2024, May 21, 2024, June 14, 2024, June 20, 2024, July 10, 2024, July 18, 2024, July 24, 2024, July 26, 2024, August 12, 2024, September 16, 2024, September 19, 2024, and September 19, 2024(other than information furnished and not filed); and

(e)

The description of the common stock, par value $0.0001 per share ("common stock"), which is contained in the Registrant's Registration Statement on Form 8-A filed with the SEC on November 9, 2023 (File No. 001-41863) pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement on Form S-8 (this "Registration Statement") and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.		Description
4.1		Second Amended and Restated Certificate of Incorporation of Signing Day Sports, Inc. (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed on March 29, 2024)
4.2		Second Amended and Restated Bylaws of Signing Day Sports, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on May 15, 2023)
4.3		Amendment No. 1 to the Second Amended and Restated Bylaws of Signing Day Sports, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 8, 2023)
5.1		Opinion of Bevilacqua PLLC
23.1		Consent of BARTON CPA
23.2		Consent of Bevilacqua PLLC (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this Registration Statement)
99.1		Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 19, 2024)
99.2		Form of Stock Option Agreement for Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan
99.3		Form of Restricted Stock Award Agreement for Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan
99.4		Form of Restricted Stock Unit Award Agreement for Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan
107		Calculation of Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 25, 2024.

	SIGNING DAY SPORTS, INC.
	By:	/s/ Daniel Nelson
		Daniel Nelson
		Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Daniel Nelson and Damon Rich, and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Daniel Nelson		Chief Executive Officer		September 25, 2024
Daniel Nelson		(principal executive officer), Chairman, and Director
/s/ Damon Rich		Interim Chief Financial Officer		September 25, 2024
Damon Rich		(principal financial officer and principal accounting officer)
/s/ Jeffry Hecklinski		President and Director		September 25, 2024
Jeffry Hecklinski
/s/ Greg Economou		Director		September 25, 2024
Greg Economou
/s/ Roger Mason Jr.		Director		September 25, 2024
Roger Mason Jr.
/s/ Peter Borish		Director		September 25, 2024
Peter Borish

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