Material Agreement Form 8 K

Item 1.01Entry into a Material Definitive Agreement.

On October 16, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a Settlement Agreement, Release of Claims, and Covenant Not To Sue, dated as of October 16, 2024 (the "GFS Settlement Agreement"), among the Company, Goat Farm Sports, LLC, a New Jersey limited liability company ("Goat Farm Sports"), Richard McGuinness ("McGuinness"), and Noel Mazzone ("Mazzone"). Prior to the execution of the GFS Settlement Agreement, the Draft Sponsorship Agreement, dated September 9, 2022, between the Company and Goat Farm Sports (the "Sponsorship Agreement"), contained a provision that the Company would provide McGuinness certain shares of the Company's stock with a value equal to $175,000 for a role to be determined, and that McGuinness would provide Mazzone with certain shares of the Company's stock with a value equal to $50,000 with rights to purchase additional shares of the Company's stock with a value equal to $25,000 through certain activities, and that McGuinness and Mazzone contemplated a separate agreement outlining such terms (the "Sponsorship Agreement Shares Obligation"). The GFS Settlement Agreement amended and restated this provision to provide that, subject to the approval of the board of directors of the Company (the "Board") or the Compensation Committee of the Board (the "Compensation Committee"), and the entry into a standard form of consulting agreement between the Company and McGuinness and a standard form of consulting agreement between the Company and Mazzone, a restricted stock award of 200,000 shares (the "McGuinness Restricted Shares") of the common stock, par value $0.0001 per share, of the Company ("common stock"), will be granted to McGuinness under the Signing Day Sports, Inc. Amended and Restated 2022 Equity Incentive Plan (the "Plan") for a consultant role to be determined, and a restricted stock award of 10,000 shares (the "Mazzone Restricted Shares") of common stock will be granted to Mazzone under the Plan for a consultant role to be determined. The McGuinness Restricted Shares and Mazzone Restricted Shares will be subject to the terms and conditions applicable to restricted stock granted under the Plan, and pursuant to a Restricted Stock Award Agreement in the standard form under the Plan and the Company's standard form of restricted stock award agreement under the Plan. In addition, the GFS Settlement Agreement provided a general release of all claims by each of the parties with respect to the Sponsorship Agreement Shares Obligation or the Sponsorship Agreement.

The GFS Settlement Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.