Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On April 11, 2024, under an Amendment No. 1 to Settlement Agreement and Release (the "Amendment to Midwestern Release Agreement"), dated as of April 11, 2024, between Signing Day Sports, Inc., a Delaware corporation (the "Company"), and Midwestern Interactive, LLC, a Missouri limited liability company ("Midwestern"), the Company and Midwestern agreed to amend the Settlement Agreement and Release, dated as of December 12, 2023, between the Company and Midwestern (the "Midwestern Release Agreement"). Pursuant to the Midwestern Release Agreement, the Company was required to pay Midwestern a total of $600,000 (the "Midwestern Release Amount"), of which $300,000 was to be paid within three business days of December 12, 2023, and the remaining $300,000 (the "Second Tranche") was to be paid on or before April 12, 2024. The Company paid the first amount of $300,000 timely and in full. Under the Amendment to Midwestern Release Agreement, the Second Tranche must be paid with interest on the outstanding amount at 6% per annum commencing April 13, 2024, according to the following schedule: $200,000 must be paid on or before April 12, 2024; $25,000 with accrued interest must be paid on or before May 31, 2024; $25,000 with accrued interest must be paid on or before June 30, 2024; $25,000 with accrued interest must be paid on or before July 31, 2024; and $25,000 with accrued interest must be paid on or before August 31, 2024.

In addition, the Company agreed to execute an Amended Stipulation to Final Judgment and Confessed Judgment (the "Midwestern Stipulation") and an Amended Affidavit of Verified Confession of Judgment in favor of Midwestern as to the obligations to pay the Midwestern Release Amount plus interest accruing on the unpaid portion of the Midwestern Release Amount from and including April 13, 2024 plus any costs or expenses, including, but not limited to, attorney's fees and costs expended to pursue the matter to judgment, and to enforce and collect the judgment, if necessary, if the terms and conditions of the Midwestern Settlement Agreement, as amended, and the Midwestern Stipulation are not fully adhered to.

The Company and Midwestern entered into the Midwestern Release Agreement, as amended, to resolve a dispute between them involving allegations, on the one hand, by Midwestern that it performed work on behalf of the Company for which Midwestern had not been paid pursuant to a Work for Hire - Acknowledgement and Assignment, dated December 21, 2022 (the "Work For Hire Agreement"), and, on the other hand, by the Company that Midwestern did not perform as required by the Work For Hire Agreement.

The foregoing description of the Amendment to Midwestern Release Agreement is qualified in its entirety by reference to the full text of the Amendment to Midwestern Release Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.