Private Placement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed on July 24, 2024 (the "Prior Form 8-K") by Signing Day Sports, Inc., a Delaware corporation (the "Company"), on July 23, 2024, 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 "Adams 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 Adams 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 Adams Deferred Shares on July 22, 2024.

On July 25, 2024, the Company entered into Amendment No. 1 to Consulting Agreement with Adams, dated July 25, 2024 (the "Adams Consulting Agreement Amendment"). The Adams Consulting Agreement Amendment amended the Adams Consulting Agreement to provide that the Company will grant Birddog Capital, LLC, a Nebraska limited liability company ("Birddog Capital"), an entity beneficially owned by Adams, 668,841 shares of common stock (the "Birddog Deferred Shares"), as a private placement not subject to the terms of the Plan, under a separate Non-Plan Restricted Stock Award Agreement between the Company and Birddog Capital, dated as of July 25, 2024 (the "Birddog Deferred Award Agreement"), within one (1) business day of the date of the later of the authorization of the grant of the Birddog Deferred Shares by (i) the NYSE American and (ii) the Board or the Compensation Committee. The Compensation Committee approved the grant of the Birddog Deferred Shares on July 25, 2024. The Birddog Deferred Award Agreement provides certain registration rights with respect to the Birddog Deferred Shares and also provides that the grant of the Birddog Deferred Shares is subject to authorization by the NYSE American. Pursuant to the terms of the Adams Consulting Agreement Amendment, the Company will not grant the Adams Deferred Shares.

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