S-1/A: Signing Day Sports Faces Going Concern, Seeks Capital

Sentiment:

Public Offering Registration Statement 12 January 2026 9:21 AM

📋All filings for Signing Day Sports, INC

Signing Day Sports, Inc. is conducting a public offering of common stock and warrants to address its critical financial condition and fund a business combination, while facing substantial doubt about its ability to continue as a going concern.

Capital raiseThe company is conducting an underwritten public offering of 15,151,515 shares of common stock or pre-funded warrants, and warrants to purchase up to 60,544,190 shares, with estimated net proceeds of approximately $6.25 million.The proceeds from this offering are primarily intended to pay off existing indebtedness and accounts payable, and for working capital purposes for both Signing Day Sports and One Blockchain.The company previously raised $1.98 million from SAFEs (2021), $6.305 million from 6% convertible notes (2021), $1.465 million from 8% convertible notes (2022-2023), $2.35 million from 8% unsecured notes (2023), and $300,000 from 15% OID promissory notes (2023).An equity line of credit agreement with Tumim Stone Capital LLC (January 2024) for up to $25 million was terminated in May 2024 after only $50,627 was raised.Private placements with FirstFire Global Opportunities Fund, LLC in May and June 2024 raised $375,000 and $175,000 respectively, through senior secured promissory notes and warrants.A purchase agreement with Helena Global Investment Opportunities 1 Ltd. (July 2025) provides the right to direct Helena to purchase up to $10 million in shares.

Worse than expectedThe company has incurred consistent and significant net losses, including $2.8 million for the nine months ended September 30, 2025, and $8.7 million for the fiscal year ended December 31, 2024.An accumulated deficit of approximately $28.5 million as of September 30, 2025, indicates a prolonged period of unprofitability.Cash and cash equivalents of $0.2 million are insufficient to cover current liabilities of $1.1 million, demonstrating a critical liquidity issue.Management has expressed 'substantial doubt' about the company's ability to continue as a going concern, which is a severe indicator of financial distress.

Summary

Signing Day Sports is a technology company operating a digital platform for student-athlete recruitment in football, baseball, softball, and men's and women's soccer.
The company reported a net loss of approximately $2.8 million for the nine months ended September 30, 2025, and $8.7 million for the fiscal year ended December 31, 2024.
As of September 30, 2025, the company had an accumulated deficit of approximately $28.5 million and only $0.2 million in cash and cash equivalents against $1.1 million in total current liabilities.
Management has expressed substantial doubt about the company's ability to continue as a going concern, with current fundraising efforts primarily aimed at paying off existing indebtedness and accounts payable rather than growth.
The company is offering 15,151,515 shares of common stock or pre-funded warrants, and warrants to purchase up to 60,544,190 shares, at an assumed combined public offering price of $0.462 per share and accompanying warrant (as of January 5, 2026).
Warrants are expected to be exercised on a 'zero cash exercise' basis, meaning the company will likely not receive additional funds from their exercise.
Net proceeds from this offering are estimated at approximately $6.25 million, with $4.37 million allocated to Signing Day Sports' working capital and general corporate purposes, and $1.88 million for One Blockchain's working capital and general corporate purposes.
Signing Day Sports is engaged in a Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC, where Signing Day Sports will become a wholly-owned subsidiary of BlockchAIn.
Existing Signing Day Sports stockholders are anticipated to own approximately 8.5% of BlockchAIn common shares post-merger, indicating significant dilution.
The company is obligated to issue 8,072,881 'Additional Termination Shares' to Boustead Securities, LLC, as part of a termination agreement, which will further dilute existing shareholders.

Sentiment

Score: 2

Explanation: The company is in a highly precarious financial state, explicitly stating 'substantial doubt' about its ability to continue as a going concern. The capital raise is primarily for debt repayment and avoiding liquidation, not for growth. Significant dilution for existing shareholders is a major negative. While a business combination is planned, the terms are highly unfavorable to current shareholders, and the underlying business of the acquiring entity (BlockchAIn) introduces new, significant risks related to cryptocurrencies.

Positives

The company is actively seeking to raise funds to address its critical financial condition and continue operations.
The proposed business combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC could provide a new strategic direction and potentially access to new capital or resources.
The Signing Day Sports platform has shown user adoption, with 4,755 aspiring high school athletes and groups subscribing during the first nine months of 2025.

Negatives

Management has expressed substantial doubt about the company's ability to continue as a going concern.
The company has incurred significant net losses: $2.8 million (9 months ended Sep 30, 2025), $5.4 million (9 months ended Sep 30, 2024), $8.7 million (FY 2024), and $5.5 million (FY 2023).
An accumulated deficit of approximately $28.5 million as of September 30, 2025, highlights a prolonged period of unprofitability.
Cash and cash equivalents ($0.2 million) are significantly lower than total current liabilities ($1.1 million) as of September 30, 2025, indicating severe liquidity issues.
The primary purpose of the current fundraising is to pay off existing indebtedness and accounts payable, not for growth or expansion.
The 'zero cash exercise' feature of the warrants means the company will likely not receive additional funds from their exercise, limiting the cash benefit of the offering.
Existing stockholders will experience immediate and material dilution, anticipated to own only approximately 8.5% of BlockchAIn common shares post-Business Combination.
The company is obligated to issue a substantial number of 'Additional Termination Shares' (8,072,881 shares) to Boustead Securities, LLC, further diluting shareholders.

Risks

Substantial doubt about the company's ability to continue as a going concern.
Failure to obtain necessary additional funding or achieve profitability could lead to significant delays, scaling back, discontinuation of operations, asset sales, or changes in business plans/structure.
Immediate and material dilution for current stockholders upon consummation of the Business Combination, with anticipated ownership of approximately 8.5% in BlockchAIn.
One Blockchain's business success is dependent on its experienced management team, and the loss of key personnel could hinder strategy execution and growth.
Current stockholders will have a reduced ownership and voting interest in, and less influence over the management of, BlockchAIn after the Business Combination.
Concentration of voting power in BlockchAIn by One Blockchain Securityholders (~88.3%) and Maxim Group (~3.2%) could allow them to control or significantly influence all matters submitted to BlockchAIn's stockholders.
The Combined Company may be deemed a 'controlled company' under NYSE American rules, potentially allowing exemptions from certain corporate governance requirements, which could reduce stockholder protections.
The public offering price does not necessarily indicate the actual or market value of the common stock.
The company will likely not receive any additional funds upon the exercise of the warrants or Representatives Warrants due to the zero cash exercise option.
Future sales or dilution of equity, including from warrant exercises, could adversely affect the market price of common stock.
No public market for the warrants or pre-funded warrants, limiting their liquidity.
Holders of warrants and pre-funded warrants have no rights as stockholders until exercise.
Management has broad discretion over the use of net proceeds from the offering, and funds may not be invested successfully.
Risks related to compliance with user data privacy laws and other legal requirements.
Risks related to the price and volatility of Bitcoin and other cryptocurrencies, affecting One Blockchain's business.
Challenges for One Blockchain in completing projects, making effective pricing judgments, and controlling electricity costs.
Risk of financial distress or bankruptcy of One Blockchain's customers.
Regulatory changes or actions that may restrict the use of cryptocurrencies or the operation of cryptocurrency networks.
Risks to One Blockchain's business from natural catastrophic events and man-made issues.

Future Outlook

The company is actively seeking multiple means to raise funds, primarily to pay off existing indebtedness and accounts payable to avoid loan defaults, lawsuits, bankruptcy, and liquidation. If successful in these efforts, the company believes it will be able to fund its planned operations and growth until September 30, 2026, and for at least 12 months beyond that period to transition to profitable operations. However, there can be no assurance that the company will be successful in these regards, or that its financial resources will be sufficient to remain in operation or that necessary financing will be available on satisfactory terms, if at all. The company may be forced to significantly reduce its spending, delay or cancel its planned activities, sell off substantial assets, or substantially change its business plans or corporate or capital structure. The Business Combination with BlockchAIn is expected to close, resulting in the company's stockholders owning approximately 8.5% of BlockchAIn common shares.

Management Comments

Management has expressed substantial doubt as to the company's ability to continue as a going concern.
We believe that we identified the flaws in the recruiting process and the unique opportunity it presented for us to become a solution provider in the industry.
Our goal is to change the way sports recruitment is done for the betterment of everyone.

Industry Context

The company operates in the sports recruitment technology sector, aiming to digitize and optimize a process traditionally limited by older models. The proposed business combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC suggests a strategic pivot or expansion into digital assets/blockchain, which is a significant departure from its core sports tech business. This move could be an attempt to leverage a different market for capital or growth, given the company's current financial difficulties in its existing market. The broader industry trend for sports tech is towards increased digitization and data-driven recruitment, which the company's platform aims to address.

Comparison to Industry Standards

The company's significant accumulated deficit of $28.5 million and consistent net losses ($8.7 million in FY 2024) are substantially worse than typical healthy growth-stage technology companies, which often aim for profitability or positive cash flow within a few years of launch or significant funding rounds.
The reliance on capital raises primarily to cover existing liabilities and avoid bankruptcy, rather than for growth, indicates a distressed financial position compared to industry peers that raise capital for expansion, R&D, or market penetration.
The anticipated dilution of existing shareholders to 8.5% ownership in the combined BlockchAIn entity is a very high level of dilution, suggesting a low valuation for Signing Day Sports' contribution to the merger relative to the acquiring entity, or a desperate need for the merger to survive.
The 'zero cash exercise' feature of the warrants is unusual for a healthy company seeking to raise capital, as it explicitly states the company does not expect to receive additional funds from warrant exercises, highlighting the urgency of the initial offering proceeds.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer, President, Secretary, Chairman, and Director	Dennis Gile		March 19, 2023	Resigned from all positions.
Chief Operating Officer and Secretary	David OHara		March 1, 2024	Resigned from position and terminated employment.
Director	Noah (Jed) Smith		April 27, 2023	Resigned from position.
Director	Clayton Adams		April 27, 2023	Resigned from position.
Director	Glen Kim		February 12, 2024	Resigned from position.
Director	Martin Lanphere		December 22, 2023	Resigned from position.
President		Jeffry Hecklinski	April 9, 2024	Appointed from General Manager role.
President and Chief Technology Officer		Richard Symington	November 22, 2023	Appointed; previously had a consulting agreement.
President and Chief Technology Officer	Richard Symington		February 22, 2024	Resigned from all positions and terminated employment.
Secretary and Vice President of Human Resources	Trent Whitehead		June 28, 2024	Resigned from positions and terminated employment.
Chief Operating Officer and Secretary		Craig Smith	April 22, 2024	Appointed from employee role.
Interim Chief Financial Officer		Damon Rich	April 19, 2024	Appointed; later entered Executive Employment Agreement as CFO.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Clawback Policy Adoption	Adopted a Clawback Policy on November 2, 2023, in accordance with NYSE American rules, to recover erroneously awarded incentive-based compensation in case of accounting restatements.	November 2, 2023	Enhances accountability for executive officers and aligns compensation with accurate financial reporting, potentially improving investor confidence in financial disclosures.
Equity Incentive Plan Amendment	Stockholders approved Amendment No. 1 to the Amended and Restated 2022 Equity Incentive Plan on November 17, 2025, increasing the number of shares reserved for issuance to 1,000,000 shares.	November 17, 2025	Increases the pool of shares available for incentive compensation, which can be used to attract, retain, and motivate employees, consultants, and directors, but also represents potential future dilution for shareholders.
Potential Controlled Company Status Post-Merger	Upon completion of the Business Combination, BlockchAIn may be deemed a 'controlled company' under NYSE American rules, as Jerry Tang will indirectly own approximately 61% of the combined company's common stock. This status allows exemptions from certain corporate governance requirements, such as having a majority of independent directors or fully independent compensation and nominations committees.	Upon Business Combination Closing	Could reduce the level of independent oversight and corporate governance protections for minority shareholders, although the company does not currently intend to rely on these exemptions.
Indemnification Agreements	Entered into separate indemnification agreements with each executive officer and director, providing for indemnification to the fullest extent permitted by law for expenses, judgments, penalties, and fines in connection with proceedings, subject to good faith conduct.	Various dates (e.g., July 15, 2024 for Bevilacqua PLLC, as of May 15, 2023 for general form)	Protects directors and officers from liabilities incurred in their corporate capacity, which can help attract and retain qualified individuals, but also shifts potential legal costs from individuals to the company.

Related Party Transactions

Daniel Nelson's cash compensation has been paid through Daniel Nelson Financial Services, an entity controlled by Mr. Nelson.
Damon Rich's cash compensation has been paid through Greystone Business Services Inc., an entity controlled by Mr. Rich.
Jeffry Hecklinski's cash compensation has been paid through Heck Communications, an entity controlled by Mr. Hecklinski.
Maxim Partners LLC (financial advisor to One Blockchain) will receive BlockchAIn common shares equal to 3.5% of the total transaction enterprise value at Business Combination Closing, and 3.5% of Earnout Shares, reducing equity ownership otherwise allocable to One Blockchain membership interests holders.
The company entered into a letter agreement with Bevilacqua PLLC (legal counsel) in February 2023, deferring $141,194.75 in fees in exchange for 313 shares of common stock and $25,000 cash. A July 2024 agreement further deferred $684,350.98 in fees in exchange for a pre-funded warrant to purchase 52,084 shares.

Stakeholder Impact

**Shareholders**: Will experience immediate and material dilution from the public offering and the Business Combination, with current shareholders anticipated to own only approximately 8.5% of the combined BlockchAIn entity. The 'zero cash exercise' feature of warrants means no additional cash inflow from their exercise, further impacting shareholder value. The company's going concern risk poses a significant threat to the value of their investment.
**Employees/Management**: Executive officers and directors receive cash bonuses and equity awards, providing incentives. However, the company's financial distress and potential need to reduce spending could impact future compensation or job security.
**Creditors**: The primary use of proceeds from the offering is to pay off existing indebtedness and accounts payable, which is positive for creditors, reducing the risk of loan defaults and lawsuits.
**Customers (Student-athletes/Recruiters)**: The continued operation of the Signing Day Sports platform depends on the company's ability to secure funding and achieve financial stability. Failure to do so could disrupt services.

Next Steps

Complete the underwritten public offering of common stock and warrants.
Seek stockholder approval for the Business Combination with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC.
Consummate the Business Combination, resulting in Signing Day Sports becoming a wholly-owned subsidiary of BlockchAIn.
Issue Earnout Shares to One Blockchain Securityholders if 2026 EBITDA equals or exceeds $25 million.
Issue BlockchAIn common shares to Maxim Partners LLC as an M&A advisory fee.
Utilize net proceeds from the offering for Signing Day Sports' and One Blockchain's working capital and to pay off existing liabilities.
Continue efforts to attract and retain key personnel for One Blockchain's business.
Monitor and comply with user data privacy laws and other legal requirements.
Address the substantial doubt about the company's ability to continue as a going concern through successful fundraising and/or achieving profitability.

Key Dates

Date	Description
2019	Signing Day Sports platform launched.
March 2021 to July 2021	Raised an aggregate of $1,980,000 from investors via Simple Agreements for Future Equity (SAFEs).
October 2021 to December 2021	Conducted a private placement of 6% convertible unsecured promissory notes for aggregate loans of $6,305,000.
September 22, 2022 to October 11, 2022	SAFEs cancelled and exchanged for a total of 14,399 shares of common stock.
September 28, 2022	Options granted to Dennis Gile (730 shares), David OHara (625 shares), Daniel Nelson (730 shares), Noah (Jed) Smith (105 shares), Clayton Adams (30,000 shares), and Glen Kim (105 shares).
November 28, 2022	Agreements entered into with certain service providers to issue shares upon IPO completion or based on Fair Market Value.
August 2022 to January 2023	Conducted a private placement of 8% convertible unsecured promissory notes and respective warrants for aggregate loans of $1,465,000.
February 17, 2023	Letter agreement with Bevilacqua PLLC for deferral of $141,194.75 in fees, in exchange for 313 shares of common stock and $25,000 cash.
March 2023 and April 2023	Conducted a private placement of 8% unsecured promissory notes and respective warrants for aggregate loans of $2,350,000.
March 14, 2023	Restricted stock grant of 1,875 shares to David OHara; option to purchase 13,800 shares granted to an employee; option to purchase 834 shares granted to Jeffry Hecklinski.
April 5, 2023	Option to purchase 2,084 shares granted to Richard Symington.
April 14, 2023	One-for-five (1-for-5) reverse stock split became effective.
April 19, 2023	Option to purchase 209 shares granted to Trent Whitehead; stock option to purchase 125 shares granted to an employee.
May 3, 2023	Stock option to purchase 1,042 shares granted to an employee; stock option to purchase 1,042 shares granted to Craig Smith.
May 9, 2023	Option to purchase 500 shares granted to Greg Economou.
August 2, 2023	Conducted a private placement of 15% OID promissory notes for total principal of $352,942 (gross proceeds $300,000).
August 7, 2023	Agreement signed with holders of majority of 8% convertible unsecured promissory notes, amending maturity date to August 8, 2025 and accelerating increase of outstanding balance to 120%.
November 2, 2023	Board of directors adopted a Clawback Policy.
November 13, 2023	6% convertible unsecured promissory notes automatically converted into 57,811 shares of common stock at $120.00 per share (50% of IPO price).
November 16, 2023	8% convertible unsecured promissory notes automatically converted into 12,217 shares of common stock at $120.00 per share (50% of IPO price); warrants issued with 8% unsecured promissory notes automatically exercised to purchase 19,590 shares at $2.50 per share.
November 22, 2023	Richard Symington appointed President and Chief Technology Officer.
December 22, 2023	Martin Lanphere resigned from his position as a director; Richard Symington elected as a director.
December 29, 2023	Repaid the balance of the last outstanding 15% OID promissory note.
January 5, 2024	Entered into a common stock purchase agreement with Tumim Stone Capital LLC for an equity line of credit up to $25,000,000.
February 12, 2024	Glen Kim resigned from his position as a director.
February 14, 2024	Tumim Registration Statement declared effective by SEC.
February 15, 2024	Commencement Date for Tumim Purchase Agreement; other conditions for Tumim's purchase obligations satisfied.
February 22, 2024	Richard Symington resigned from all positions and terminated employment.
February 27, 2024	Stockholders approved an amendment to the Plan to increase shares reserved to 46,875; Tumim Stockholder Approval obtained.
March 1, 2024	Amended and Restated Executive Employment Agreement with Daniel Nelson became effective, reducing annual base salary to $200,000.
March 12, 2024	Restricted stock awards granted to Jeffry Hecklinski (2,505 shares) and Craig Smith (1,874 shares).
April 9, 2024	Executive Employment Agreement with Jeffry Hecklinski became effective, employing him as President.
April 19, 2024	Damon Rich appointed Interim Chief Financial Officer.
April 22, 2024	Executive Employment Agreement with Craig Smith became effective, employing him as Chief Operating Officer.
May 16, 2024	Entered into Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC for a senior secured promissory note of $412,500; Tumim Purchase Agreement terminated by mutual consent.
May 20, 2024	Conditions for FirstFire May 2024 private placement met; May 2024 FF Commitment Shares, Note, and Warrants released from escrow and issued.
June 13, 2024	Restricted stock awards granted to Jeffry Hecklinski (2,084 shares), Daniel Nelson (4,168 shares), and Craig Smith (2,084 shares).
June 18, 2024	Entered into Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC for a senior secured promissory note of $198,611; Warrant Cancellation Agreement with Boustead Securities, LLC for Second May 2024 Placement Agent Warrant.
June 28, 2024	Trent Whitehead resigned from his positions and terminated employment.
July 9, 2024	Amendment No. 1 to Executive Employment Agreements with Daniel Nelson, Jeffry Hecklinski, and Craig Smith regarding severance provisions.
July 15, 2024	Letter agreement with Bevilacqua PLLC for deferral of $684,350.98 in Outstanding Fees, in exchange for a pre-funded warrant to purchase 52,084 shares.
July 21, 2025	Entered into Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. for up to $10 million in shares; issued 50,000 Commitment Fee Shares to Helena.
July 23, 2024	Consulting Agreement with Clayton Adams for services, granting 2,664 shares of common stock.
July 24, 2024	NYSE American authorized the issuance of shares upon exercise of the BPLLC Warrant.
July 25, 2024	Issued Boustead Securities, LLC a warrant to purchase 487 shares of common stock.
July 26, 2024	Second SHB Promissory Note repaid; SHB Assignment of Deposit and Second SHB Loan Agreement no longer in effect.
August 23, 2024	FirstFire converted $41,250 of the outstanding balance under the May 2024 FF Note into 2,865 shares of common stock.
September 3, 2024	BPLLC Warrant partially exercised.
September 10, 2024	Adams Warrant exercised to purchase 4,902 shares of common stock; BPLLC Warrant fully exercised.
September 16, 2024	First amortization payment of $56,715 made under the May 2024 FF Note.
September 18, 2024	Entered into Termination Agreement with Boustead Securities, LLC.
September 19, 2024	Adams Warrant exercised to purchase the remaining 2,043 shares of common stock; FirstFire converted the entire balance under the June 2024 FF Note ($218,472) into 15,172 shares.
September 26, 2024	Voluntary temporary offer of reduced exercise price ($12.00/share) for FirstFire Warrants, which expired October 14, 2024, without exercise.
October 7, 2024	Issued a Convertible Promissory Note to Dear Cashmere Group Holding Company for $150,000 principal.
October 10, 2024	Stockholders approved an amendment and restatement of the Plan to increase shares reserved to 93,750.
October 15, 2024	Entered into a letter agreement with Boustead Securities, LLC (Termination Agreement Amendment); new voluntary temporary offer of reduced exercise price ($12.00/share) for FirstFire Warrants, which expired November 8, 2024, without exercise.
October 16, 2024	Common stock awards granted to Daniel Nelson (20,832 shares), Craig Smith (7,292 shares), Jeffry Hecklinski (7,286 shares), and Damon Rich (2,604 shares); common stock awards granted to Greg Economou (1,459 shares), Roger Mason Jr. (1,459 shares), and Peter Borish (1,042 shares).
October 17, 2024	NYSE American authorized the issuance of the Initial Termination Shares; Initial Termination Shares issued to Boustead, terminating the Boustead Engagement Letter and Right of First Refusal.
November 12, 2024	Voluntary temporary offer of reduced exercise price ($5.76/share) for FirstFire Warrants.
November 13, 2024	First June 2024 FF Warrant fully exercised to purchase 13,793 shares of common stock at $5.76 per share.
November 16, 2024	One-for-forty-eight (1-for-48) reverse stock split of the outstanding common stock became effective.
November 25, 2024	Voluntary temporary offer of reduced exercise price ($3.00/share) for First May 2024 FF Warrant.
December 2, 2024	First May 2024 FF Warrant exercised to purchase 10,000 shares of common stock at $3.00 per share; filed a registration statement on Form S-3 with the SEC to register the offer and resale of the Initial Termination Shares.
December 5, 2024	Registration statement on Form S-3 declared effective by the SEC.
January 5, 2026	Last reported sale price of common stock on NYSE American was $0.462 per share; 4,232,781 shares of common stock outstanding.
January 12, 2026	Date of this preliminary prospectus and filing of Amendment No. 1 to Form S-1.
January 13, 2026	Automatic Exercise Shares for Representatives Warrants to be issued in book-entry form on or before this date.
January 16, 2026	Holder of Representatives Warrants to deliver notice of beneficial ownership by 5:30 p.m. (New York City time).
January 20, 2026	Automatic exercise of warrants on a zero cash exercise basis at 9:00 a.m. (New York City time).
January 23, 2026	Warrants may be exercised for unexercised portion on a zero cash exercise basis until 4:30 p.m. (New York City time).
January 28, 2025	Entered into Stock Purchase Agreement with Dear Cashmere Group Holding Company (DRCR Purchase Agreement).
January 29, 2025	Voluntary temporary offer of reduced exercise price ($1.25/share) for First May 2024 FF Warrant.
January 30, 2025	First May 2024 FF Warrant exercised to purchase remaining 18,646 shares of common stock at $1.25 per share.
February 4, 2025	Executive Employment Agreement with Damon Rich became effective, superseding previous consulting agreement.
February 6, 2025	Paid Boustead Securities, LLC $168,467.43 pursuant to the Amended Termination Agreement.
March 4, 2025	Terminated DRCR Purchase Agreement due to inability to meet Nasdaq Listing Requirement; made full payment of balance under October 2024 Note.
April 17, 2025	Compensation Committee approved discretionary cash bonuses to executive officers and cash bonuses to directors.
May 27, 2025	Entered into Business Combination Agreement with BlockchAIn Digital Infrastructure, Inc. and One Blockchain LLC.
November 10, 2025	Amendment No. 1 to the Business Combination Agreement.
November 17, 2025	Stockholders approved Amendment No. 1 to the Plan, increasing shares reserved to 1,000,000.
December 21, 2025	Amendment No. 2 to the Business Combination Agreement.

Recommendation

strong sell

The company is in a dire financial state, explicitly disclosing 'substantial doubt' about its ability to continue as a going concern. The current public offering is primarily a survival mechanism to pay off existing debt and liabilities, not to fund growth. The proposed business combination with BlockchAIn will result in severe dilution for existing shareholders, reducing their ownership to a mere 8.5% of the combined entity. The 'zero cash exercise' feature of the warrants further limits the cash benefit to the company from the offering. These factors, combined with a history of significant losses and an accumulated deficit, indicate a high risk of further value erosion for current shareholders. The strategic pivot implied by the BlockchAIn merger also introduces new, unproven risks related to cryptocurrencies for a company previously focused on sports tech. Investors should consider exiting their positions to avoid further losses.

Keywords

Student-athlete recruitment, Sports technology, SEC filing, Public offering, Warrants, Pre-funded warrants, Business combination, BlockchAIn Digital Infrastructure, One Blockchain LLC, Going concern, Dilution, Financial distress, Capital raise, Corporate governance, Emerging growth company, NYSE American, SGN

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.