Material Agreement Form 8 K

Item 1.01Entry into a Material Definitive Agreement.

On July 23, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a consulting agreement (the "Adams Consulting Agreement"), dated as of July 23, 2024, with Clayton Adams ("Adams"). The Adams Consulting Agreement provided that Adams will provide certain consulting services to the Company on mergers, acquisitions, financing sources, public company and governance matters, building market awareness, and other duties as may reasonably be requested by the Company. In consideration for these services, the Company granted Adams 127,826 shares of common stock (the "Plan Shares") under the Signing Day Sports, Inc. 2022 Equity Incentive Plan (as amended, the "Plan"). In addition, the Consulting Agreement provided that the Company will grant Adams 668,841 shares of common stock (the "Deferred Shares"), as a private placement not subject to the terms of the Plan, under a separate Non-Plan Restricted Stock Award Agreement entered into between the Company and Adams on July 23, 2024, dated as of July 23, 2024 (the "Adams Deferred Award Agreement"), within one (1) business day of the date of the later of the authorization of the grant of the Deferred Shares by (i) the NYSE American LLC (the "NYSE American") and (ii) the board of directors of the Company (the "Board") or the Compensation Committee of the Board (the "Compensation Committee"). The Compensation Committee approved the grants of the Plan Shares and the Deferred Shares on July 22, 2024. The Deferred Award Agreement provides certain registration rights with respect to the Deferred Shares and also provides that the grant of the Deferred Shares is subject to authorization by the NYSE American.

In addition, on July 23, 2024, the Company entered into a subscription agreement, dated as of July 23, 2024, with Adams (the "Subscription Agreement"). The Subscription Agreement provided for the payment of $100,000 by Adams to the Company and the issuance of a pre-funded warrant to purchase 333,333 shares of common stock of the Company to Adams at an exercise price of $0.01 per share (the "Adams Warrant"). The Subscription Agreement also provided certain registration rights with respect to the shares issuable upon exercise of the Adams Warrant. The Adams Warrant is subject to a limitation on beneficial ownership to 4.99% of the common stock that would be outstanding immediately after exercise. Any change in this beneficial ownership limitation will not be effective until the 61st day after such change is agreed to. The Adams Warrant will become exercisable on the date that the NYSE American authorizes the issuance of shares pursuant to exercise of the Adams Warrant with respect to the number of shares authorized for such issuance, or the date that the Company is no longer listed on the NYSE American. Pursuant to the Subscription Agreement, the Company issued the Adams Warrant to Adams on July 23, 2024.

The Adams Warrant, the Adams Consulting Agreement, the Adams Deferred Award Agreement, and the Subscription Agreement are filed as Exhibit 4.1, Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 to this report, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.