Signing Day Sports Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 For the transition period from ____________ to _____________ Commission File No.001-41863 SIGNING DAY SPORTS, INC. (Exact name of registrant as specified in its charter) 8355 East Hartford Rd.,Suite 100,Scottsdale,AZ85255(Address of principal executive offices)(Zip Code) (480)220-6814(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate marketvalue of the registrant’s shares of common stock, par value $0.0001 per share (“common stock”), held by non-affiliates (based uponthe closing price of such shares as reported on the NYSE American LLC) was approximately $3,301,121.43. Shares held by eachexecutive officer and director and by each person who owned more than 10% of the outstanding shares of common stock have beenexcluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliatestatus is not necessarily a conclusive determination for other purposes. As of April 8, 2025, there were a total of1,988,576shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Signing Day Sports, Inc. Annual Report on Form 10-KYear Ended December 31, 2024 TABLE OF CONTENTS PART IItem 1.Business1Item 1A.Risk Factors22Item 1B.Unresolved Staff Comments40Item 1C.Cybersecurity41Item 2.Properties42Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures43 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities44Item 6.[Reserved]45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.[*]45Item 7A.Quantitative and Qualitative Disclosures About Market Risk76Item 8.Financial Statements and Supplementary Data76Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure76Item 9A.Controls and Procedures76Item 9B.Other Information77Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections77 INTRODUCTORY NOTES Use of Terms Except as otherwise