Management Change/Compensation - Form 8-K

Item. 1.01 Entry into a Material Definitive Agreement.

On April 25, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), issued a promissory note to Daniel D. Nelson, the Chief Executive Officer, Chairman and a director of the Company, dated April 25, 2024, in the principal amount of $100,000 (the "April 2024 Note"). The April 2024 Note permits Mr. Nelson to make advances under the April 2024 Note of up to $100,000. The principal and any advances under the April 2024 Note will accrue interest at a monthly rate of 3.5%, compounded monthly, from the 30th day following the date of issuance of the April 2024 Note to the 150th day following the date of issuance of the April 2024 Note, such that total interest of $3,500 will accrue as of the end of the first month, $3,622.50 as of the end of the second month, and so on. The principal, any advances, and accrued interest will become payable on the earlier of June 23, 2024 or upon the Company receiving any funding of $1,000,000 (the "Maturity Date"). The Company is required to make full payment of the balance of all principal, advances, and accrued interest within two business days of receiving a written demand from Mr. Nelson on or after the Maturity Date. The Company may prepay the principal, any advances, and any interest then due without penalty.

The foregoing summary of the terms and conditions of theApril 2024 Note does not purport to be complete and is qualified in its entirety by reference to the full text of the April 2024 Note, filed as Exhibit 4.1 to this report, which is incorporated herein by reference.