Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") by Signing Day Sports, Inc., a Delaware corporation (the "Company"), on May 17, 2024, as amended on May 21, 2024, under a Securities Purchase Agreement, dated as of May 16, 2024, between the Company and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company ("FirstFire"), the Company issued FirstFire a Common Stock Purchase Warrant, dated May 16, 2024 (the "May 2024 FirstFire Warrant"), which may be exercised to purchase of up to 1,375,000 shares of the Company's common stock, par value $0.0001 per share ("common stock"), subject to the terms and conditions of the May 2024 FirstFire Warrant. As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on June 20, 2024, under a Securities Purchase Agreement, dated as of June 18, 2024, between the Company and FirstFire, the Company issued a Common Stock Purchase Warrant, dated June 18, 2024, which may be exercised to purchase of up to 662,036 shares of common stock (together with the May 2024 FirstFire Warrant, the "FirstFire Warrants").

As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on September 27, 2024, the Company delivered a letter (the "First Reduced Exercise Price Offer") to FirstFire containing an offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to $0.25 per share (the "Reduced Exercise Price"). On the same date, FirstFire accepted and executed the First Reduced Exercise Price Offer. The First Reduced Exercise Price Offer expired on October 14, 2024, without exercise of the FirstFire Warrants.

As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on October 16, 2024, the Company delivered a second letter (the "Second Reduced Exercise Price Offer") to FirstFire containing an offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to the Reduced Exercise Price. On the same date, FirstFire accepted and executed the Second Reduced Exercise Price Offer. The Second Reduced Exercise Price Offer expired on November 8, 2024, without exercise of the FirstFire Warrants.

On November 12, 2024, the Company delivered a letter (the "Third Reduced Exercise Price Offer") to FirstFire containing a new offer to voluntarily temporarily reduce the exercise price under the FirstFire Warrants from the current applicable exercise price of $0.30 per share to $0.12 per share (the "New Reduced Exercise Price"). On the same date, FirstFire accepted and executed the Third Reduced Exercise Price Offer. The Third Reduced Exercise Price Offer is subject to certain terms and conditions, including the following: (i) The FirstFire Warrants may only be exercised at the New Reduced Exercise Price on or prior to December 13, 2024; (ii) no adjustment to the number of shares issuable upon exercise of the FirstFirst Warrants will occur as a result of the Third Reduced Exercise Price Offer or any exercise of the FirstFire Warrants according to its terms; (iii) the Third Reduced Exercise Price Offer will have 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 FirstFire Warrants at the New Reduced Exercise Price will reduce the Redemption Price (as defined by the Redemption Agreement) for the remaining unexercised portion of the FirstFire Warrants by the same amount as would apply to an exercise of the FirstFire Warrants at the initial exercise price of $0.30 per share; and (iv) the Third Reduced Exercise Price Offer was conditioned on its approval by the board of directors of the Company. In addition, under the terms of the Third Reduced Exercise Price Offer, any attempt to exercise the FirstFire Warrants by cashless exercise at the New Reduced Exercise Price will be null and void.

The Third Reduced Exercise Price Offer 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.