Private Placement, Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

On March 13, 2026, the Company gave written notice of termination of the Purchase Agreement, dated as of July 21, 2025 (the "Purchase Agreement"), between the Company and Helena Global Investment Opportunities 1 Ltd. Pursuant to the terms of the Purchase Agreement, the termination of all obligations of the Company under the Purchase Agreement will become effective on March 20, 2026, except as otherwise provided therein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained under the heading "Termination Agreement" under Item 1.01 and under Item 3.02 of the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on September 19, 2024 and the information contained under Item 1.01 and Item 3.02 of the Current Report on Form 8-K filed by the Company with the SEC on October 15, 2024 (collectively, the "2024 Form 8-Ks"), is incorporated by reference herein.

On March 13, 2026, the Company issued 3,172,704 shares (the "Additional Termination Shares") of common stock, par value $0.0001 per share, of the Company (the "Signing Day Sports common stock"), to Boustead Securities, LLC ("Boustead"), pursuant to the Termination Agreement, dated as of September 18, 2024, as amended by the letter agreement, dated as of October 15, 2024 (as amended, the "Amended Termination Agreement"), between the Company and Boustead. Pursuant to the Amended Termination Agreement, the number of Additional Termination Shares was equal to 10.35% of the aggregate number of shares of common stock (or other securities) issued by the Company in any transaction other than a Change in Control (as defined in the Amended Termination Agreement) following the issuance of the Initial Termination Shares (as defined in the Amended Termination Agreement), and, in compliance with the Amended Termination Agreement, were issued by the later of (i) five business days after the date of such issuance and (ii) the date that the NYSE American LLC (the "NYSE American") authorized the issuance of the Additional Termination Shares. Such authorization was obtained from the NYSE American, subject to stockholder approval of the issuance of the Additional Termination Shares. Such approval was obtained at a special stockholder meeting of the Company held on March 13, 2026, at which a majority of the stockholders of record of the Company present or represented by proxy at the meeting approved a proposal to consider and vote on the issuance prior to the closing of the transactions contemplated by the Business Combination Agreement (the "Closing") of 20% or more of the issued and outstanding Signing Day Sports common stock as of September 18, 2024 pursuant to the Termination Agreement to comply with Section 713 of the NYSE American Company Guide.

The Additional Termination Shares were offered and sold to Boustead by the Company in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D thereunder.