Signing Day Sports Inc.

08/06/2025 | Press release | Distributed by Public on 08/06/2025 04:20

Amendment to Annual Report (Form 10-K/A)

This Amendment No. 1 (this "Amendment No. 1" or "Annual Report on Form 10-K/A") to Annual Report on Form 10-K (the "Annual Report") of Signing Day Sports, Inc., a Delaware corporation ("we", "our", "us", or the "Company"), for the fiscal year ended December 31, 2024 is being filed solely to correct the disclosure in Item 9A. "Controls and Procedures." Specifically, such Item is amended and restated hereby to disclose (1) that management's conclusion on the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of December 31, 2024, was not effective due to the material weaknesses identified below; (2) the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's internal control over financial reporting as of December 31, 2024 was not effective, due to material weaknesses in internal control over financial reporting that were identified relating to a lack of segregation of duties and the absence of a comprehensive and formalized accounting and financial reporting policies and procedures manual; and (3) certain remediation measures that have been taken to address such material weaknesses.

In addition, pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

Except as described above, no other changes are being made to the Original Filing. Further, except as expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing or modify or update in any way any of the other items or disclosures contained in the Original Filing, including, without limitation, the consolidated financial statements and the related footnotes. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company's other filings with the Securities and Exchange Commission (the "SEC") subsequent to the filing of the Original Filing.

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