Overview
- IndustryServices-Computer Processing & Data Preparation1
- HeadquartersScottsdale, Arizona1
- Incorporated inDE2
- Business address8355 East Hartford Rd., Ste. 100, Scottsdale, Az 852552
- Filer category, Emerging growth company2
- Legal formCorporation
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Association of Intercollegiate Athletics (NAIA), have utilized our platform for recruitment purposes.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Cost of revenue33¢$200.8K
- Other costs67¢$414.7K
Out of $615.6K in revenue.4 The company lost money this year.
Financial statements
| Fiscal year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Revenue | $78.3K5 | $307.6K4 | $615.6K4 | |
| Cost of revenue | $783.1K5 | $40.4K4 | $200.8K4 | |
| Gross profit | -$704.7K5 | $267.2K4 | $414.7K4 | |
| Research and development | $260.0K5 | $264.0K5 | ||
| Operating expenses | $5.7M5 | $5.0M4 | $7.9M4 | |
| Operating income | -$6.4M5 | -$4.7M4 | -$7.5M4 | |
| Income before tax | -$6.7M5 | -$5.5M4 | -$8.7M4 | |
| Net income | -$6.7M5 | -$5.5M4 | -$8.7M4 | |
| Earnings per share | $0.885 | -$19.854 | -$20.444 | |
| Earnings per share (diluted) | $0.885 | -$19.854 | -$19.864 | |
| Shares (weighted, basic) | 7.6M shares5 | 276.0K shares4 | 426.9K shares4 | |
| Shares (weighted, diluted) | 7.6M shares5 | 276.0K shares4 | 439.4K shares4 |
| Fiscal year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cash | $4.7M5 | $254.4K5 | $1.1M4 | $181.3K4 |
| Receivables | $15.7K5 | $58.8K4 | $75.2K4 | |
| Current assets | $301.3K5 | $3.5M4 | $280.0K4 | |
| Property, plant and equipment | $10.3K5 | $5.1K4 | $12.7K4 | |
| Intangible assets | $34.5K5 | $20.9K4 | $7.3K4 | |
| Total assets | $454.2K5 | $4.7M4 | $1.1M4 | |
| Accounts payable | $614.2K5 | $804.5K4 | $2.3M4 | |
| Current liabilities | $2.6M5 | $2.8M4 | $3.3M4 | |
| Long-term debt | $5.9M5 | |||
| Total liabilities | $8.6M5 | $3.0M4 | $3.3M4 | |
| Retained earnings | -$11.5M5 | -$17.0M4 | -$25.7M4 | |
| Shareholders’ equity | -$3.6M5 | -$8.1M4 | $1.7M4 | -$2.2M4 |
| Shares outstanding | 8.1M shares5 | 276.0K shares4 | 909.2K shares4 |
Corporate structure
Signing Day Sports, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Signing Day Sports, Inc.
- L1 Capital Global Opportunities Master Fund, Ltd. Filed SCHEDULE 13G/A on Signing Day Sports, Inc., latest Feb 17, 2026 (2 filings since Jan 20, 2026)
- FirstFire Global Opportunities Fund LLC Filed SCHEDULE 13G on Signing Day Sports, Inc., latest Feb 11, 2026
- Evergreen Capital Management LLC/NV Filed SCHEDULE 13G/A on Signing Day Sports, Inc., latest Jan 30, 2026
- Orca Capital AG Filed SCHEDULE 13G/A on Signing Day Sports, Inc., latest Jan 22, 2026 (2 filings since Jan 16, 2026)
- Daniel D. Nelson Filed SCHEDULE 13D/A on Signing Day Sports, Inc., latest May 29, 2025 (4 filings since Feb 12, 2024)
- John Joseph Dorsey Filed SCHEDULE 13G/A on Signing Day Sports, Inc., latest Feb 19, 2025 (2 filings since Feb 12, 2024)
- Glen Kim Filed SC 13G on Signing Day Sports, Inc., latest Feb 12, 2024
- Virginia Byrd Filed SC 13G on Signing Day Sports, Inc., latest Feb 12, 2024
- Signing Day Sports, Inc. Scottsdale, Arizona
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Signing Day Sports, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Furniture and fixtures | $21.4K4 Dec 31, 2024 | $5.6K4 Dec 31, 2023 | +279.8% |
| Accumulated depreciation | $8.7K4 Dec 31, 2024 | $5644 Dec 31, 2023 | +1446.5% |
| Property and equipment, net | $12.7K4 Dec 31, 2024 | $5.1K4 Dec 31, 2023 | +150.3% |
| Operating-lease assets (leased space) | $130.2K4 Dec 31, 2024 | $208.4K4 Dec 31, 2023 | −37.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $181.3K4 Dec 31, 2024 | $1.1M4 Dec 31, 2023 | −83.9% |
| Marketable securities, current | $2.1M4 Dec 31, 2023 |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Intangible assets, net (excluding goodwill) | $7.3K4 Dec 31, 2024 | $20.9K4 Dec 31, 2023 | −64.9% |
| Finite-lived intangibles, gross | $40.7K4 Dec 31, 2024 | $40.7K4 Dec 31, 2023 | 0% |
| Accumulated amortization | -$33.4K4 Dec 31, 2024 | -$19.8K4 Dec 31, 2023 | −68.5% |
| Finite-lived intangibles, net | $7.3K4 Dec 31, 2024 | $20.9K5 Dec 31, 2023 | −64.9% |
Properties, in its own words
Our corporate offices are located in Scottsdale, Arizona. We leased our former corporate offices consisting of approximately 7,800 square feet in October 2021 for a term of five years beginning January 1, 2022 and ending December 31, 2026 for a monthly rent of $20,800 plus tax, with an increase of 3% at the beginning of every calendar year following the first year of the term of the lease agreement through January 2026. On August 31, 2022, we entered into a Lease Termination Agreement to terminate this lease.
On September 1, 2022, our corporate offices temporarily moved to offices owned by Daniel Nelson, our Chief Executive Officer, Chairman and director. We did not have a lease agreement for this facility.
The rest of Item 2
On November 1, 2022, we entered into our corporate office lease for offices consisting of approximately 3,154 square feet. The lease was subsequently amended by an addendum dated November 2, 2022, and further amended under a first amendment to lease dated April 1, 2023. As amended, the lease’s initial term from November 1, 2022 to April 30, 2023 was extended for a 39-month term beginning on May 4, 2023 and ending on August 3, 2026. Under the amended lease agreement, rent for the first month was $6,741.90 and was $7,491.00 for each subsequent month through April 2023, plus applicable rental taxes, sales taxes, and operating expenses. Monthly rent will be $7,359 from May 4, 2023 to May 3, 2024, abated for the first three months of this period; $7,580 from May 4, 2024 to May 3, 2025; $7,808 from May 4, 2025 to May 3, 2026; and $8,042 from May 4, 2026 to August 3, 2026, plus applicable rental taxes. Parking fees were $290.50 for the first month and will be $325.00 for each subsequent month. We also paid an initial security deposit of $8,000.00 in November 2022 and a second security deposit of $16,000 in May 2023. The initial security deposit will be refunded and credited toward monthly rent for the months beginning May 4, 2024 and May 4, 2025 if we have performed all obligations under the amended lease agreement including making all rent payments when due. We may exercise a one-time option to extend the amended lease agreement for an additional three-year term upon 9-12 months’ notice for the fair market rent at the time of the extension, as determined in accordance with the amended lease agreement and which will not be less than 103% of the final rent amount under the current term. Under the amended lease agreement, we must pay for any tenant improvements above the allowance provided for such improvements of $37,848 or that are not in compliance with the terms of the amended lease agreement.
The Company previously also leased office space containing 4,025 square feet at another location in Scottsdale, Arizona under a lease which began on February 1, 2021 and ended on May 31, 2023. Monthly rent was $12,075 and included annual escalations. The lease also provided for additional rent based on our proportionate share of certain increases in building operating expenses and taxes. The lease provided for the abatement of rent during the first four months. In December 2021, the Company entered into an agreement to sublease its office space. The sublease ended on May 31, 2023 and included fixed rent of $9,894.
Item 2 of the 10-K filed Apr 11, 2025.3
Leadership
Who has led Signing Day Sports, Inc., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
Chief operating officer
- PresidentJeffry Hecklinski Apr 11, 2024 to now8
- PresidentRichard Symington Nov 29, 2023 to Nov 29, 20239
- Chief financial officerDamon Rich Nov 13, 2023 to now10
- Chief operating officerDavid O'Hara Nov 13, 2023 to Mar 5, 202411
Board members and other officers (6)
- VP of HR and SecretaryTrent Whitehead Mar 8, 2024 to Jun 28, 202412
- Board memberPeter F. Borish Feb 15, 2024 to now13
- Board memberJeffry Hecklinski Apr 11, 2024 to now8
- Board memberGlen Kim Nov 13, 2023 to Nov 17, 202314
- Board memberGregory Economou Nov 13, 2023 to now15
- Board memberMartin Lanphere Nov 13, 2023 to Nov 13, 202316
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive OfficerCraig Smith named Jun 11, 2024 to Jul 24, 202517
- Executive Officer, DirectorDaniel Nelson named Sep 1, 2022 to Jul 24, 202517
- Executive OfficerDAVID WOLFSON named Apr 10, 202318
- DirectorRoger Mason Jr. named Apr 10, 2023 to Jul 24, 202517
- DirectorCLAYTON ADAMS named Sep 1, 2022 to Apr 10, 202318
- DirectorNOAH SMITH named Sep 1, 2022 to Apr 10, 202318
- DirectorCHRISTAIN YOUNG named Jan 18, 202219
- DirectorRON SASLOW named Jan 18, 202219
- DirectorTIM WICKS named Jan 18, 202219
- DirectorTODD DAVIS named Jan 18, 202219
- PromoterDennis Gile named Sep 1, 2022 to Jul 24, 202517
- PromoterJohn Dorsey named Jan 18, 2022 to Jul 24, 202517
Timeline
- Mar 19, 20268-K Ended a material agreement; Unregistered sale of shares; Change in control20
- Mar 16, 20268-K Regulation FD disclosure21
- Mar 16, 20268-K Regulation FD disclosure22
- Mar 13, 20268-K Regulation FD disclosure23
- Mar 13, 20268-K Shareholder vote; Regulation FD disclosure24
- Mar 13, 20268-K Other events25
- Mar 11, 20268-K Regulation FD disclosure26
- Mar 10, 20268-K Regulation FD disclosure27
- Mar 9, 20268-K Regulation FD disclosure28
- Mar 6, 20268-K Regulation FD disclosure29
- Mar 2, 20268-K Ended a material agreement30
- Feb 25, 20268-K Regulation FD disclosure31
Calendar
When it reported results
- Nov 12, 2025Reported quarterly or annual results32
- Aug 12, 2025Reported quarterly or annual results33
- May 15, 2025Reported quarterly or annual results34
- Apr 11, 2025Reported quarterly or annual results35
- Nov 15, 2024Reported quarterly or annual results36
- Aug 20, 2024Reported quarterly or annual results37
- May 16, 2024Reported quarterly or annual results38
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
369 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 98 major events, 53 insider forms, 14 large holders, 13 private raises, 179 other. The latest 20:
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 27, 202615-15D EDGAR
- Mar 19, 20268-K CURRENT REPORT EDGAR
- Mar 18, 2026EFFECT EDGAR
- Mar 18, 2026EFFECT EDGAR
- Mar 18, 2026EFFECT EDGAR
- Mar 18, 2026EFFECT EDGAR
- Mar 18, 2026EFFECT EDGAR
- Mar 18, 2026EFFECT EDGAR
- Mar 18, 2026EFFECT EDGAR
The 369 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Nov 16, 2023 | Dorsey John Joseph10% owner | Buy | 20,000 | $5.00 | $100.0K | Form 4 |
| Nov 16, 2023 | Kim GlenDirector | Buy | 20,000 | $5.00 | $100.0K | Form 4 |
| Nov 16, 2023 | Nelson Daniel DCEO and Chairman | Buy | 20,000 | $5.00 | $100.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- L1 Capital Global Opportunities Master Fund, Ltd.SCHEDULE 13G/A, 2 filings Jan 20, 2026 to Feb 17, 202639
- FirstFire Global Opportunities Fund LLCSCHEDULE 13G, 1 filing Feb 11, 202640
- Evergreen Capital Management LLC/NVSCHEDULE 13G/A, 1 filing Jan 30, 202641
- Orca Capital AGSCHEDULE 13G/A, 2 filings Jan 16, 2026 to Jan 22, 202642
- Daniel D. NelsonSCHEDULE 13D/A, 4 filings Feb 12, 2024 to May 29, 202543
- John Joseph DorseySCHEDULE 13G/A, 2 filings Feb 12, 2024 to Feb 19, 202544
- Glen KimSC 13G, 1 filing Feb 12, 202445
- Virginia ByrdSC 13G, 1 filing Feb 12, 202446
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Daniel NelsonChief | 62 | $237.5K | $467.9K47 |
| 2024 | Jeffry HecklinskiPresident | 51 | $200.0K | $356.0K47 |
| 2024 | Craig SmithChief Operating Officer | 30 | $150.0K | $284.2K47 |
| 2023 | Executive Officer | $23.0K | $137.0K47 |
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $9.5M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2024 | $1.2M | $1.2M |
| 2023 | $1.8M | $1.8M |
| 2022 | $300.0K | $300.0K |
| 2021 | $6.3M | $6.3M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
- Jul 24, 2025Filed a private offering of equity17 Form D: $10.1 million offered in all Form D
- Oct 7, 2024Raised $150,000 in a private offering of debt48 Form D: 1 investor so far Form D
- Jun 18, 2024Raised $175,000 in a private offering of securities49 Form D: 1 investor so far Form D
- May 20, 2024Raised $375,000 in a private offering of securities50 Form D: $550,000 offered in all Form D
- Jan 5, 2024Raised $470,360 in a private offering of equity51 Form D: $25.5 million offered in all Form D
- Aug 2, 2023Raised $300,000 in a private offering of debt52 Form D: 4 investors so far Form D
- May 2, 2023Raised $200,000 in a private offering of debt53 Form D: $1 million offered in all Form D
- Mar 17, 2023Raised $1.2 million in a private offering of securities18 Form D: $1.5 million offered in all Form D
- Aug 8, 2022Raised $300,000 in a private offering of debt54 Form D: $5 million offered in all Form D
- Oct 15, 2021Raised $6.3 million in a private offering of securities19 Form D: $7.5 million offered in all Form D
SEC filer profile
How Signing Day Sports, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARSigning Day Sports, Inc.1
- CIK0001898474
- Employer ID (EIN)87-27921573
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address8355 East Hartford Rd., Ste. 100, Scottsdale, AZ 852551
- Phone602-481-74401
- Shares outstanding4,017,781 as of Nov 10, 20257
- Public float$3.3M as of Jun 28, 20243
- AuditorBarton CPA PLLC, Cypress, Texas PCAOB ID 6968; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceJan 18, 20221
- Filings370 in all: 8-K (94), 4 (40), 424B3 (29), CORRESP (24), 425 (22), EFFECT (16), 3 (13), 15-15D (12)1
All 45 form types
S-1/A (11), UPLOAD (11), D (10), POS AM (9), 10-Q (7), S-1 (5), S-8 (5), S-8 POS (5), 8-K/A (4), DEF 14A (4), DEFA14A (4), PRE 14A (4), SC 13G (4), SCHEDULE 13G/A (4), D/A (3), SCHEDULE 13G (3), 10-K (2), 10-Q/A (2), 424B4 (2), ARS (2), DRS (2), S-3 (2), 1-A (1), 1-A-W (1), 10-K/A (1), 25-NSE (1), 424B5 (1), 8-A12B (1), CERT (1), DRS/A (1), DRSLTR (1), NT 10-K (1), NT 10-Q (1), S-1MEF (1), SC 13D (1), SC 13G/A (1), SCHEDULE 13D/A (1)
- Latest filingsAnnual report (10-K) Apr 11, 2025
Quarterly report (10-Q) Nov 12, 2025
Proxy statement (DEF 14A) Oct 8, 2025
Latest 8-K (8-K) Mar 19, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | SGN | NYSE American LLC |
From the cover page of the 10-K filed Apr 11, 2025 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Signing Day Sports, Inc. names in Item 1A of its 10-K filed Apr 11, 2025: 43 risks under these headings, as written.3
- Risks Related to the Company’s Business, Operations and Industry
- Our current liabilities could adversely affect our financial condition or liquidity, and we could have difficulty fulfilling our financial obligations, which may have a material adverse effect on us.
- We will need to obtain additional funding to continue operations. If we fail to obtain the necessary financing or fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations and be forced to significantly delay, scale back or discontinue our operations or explore other strategies.
- We have a limited operating history. There can be no assurance that we will be successful in growing our business.
- We have a history of losses since our inception and may continue to incur losses for the foreseeable future.
- Our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal year ended December 31, 2024.
- We will need to obtain additional funding to continue operations. If we fail to obtain the necessary financing or fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations and we may be forced to significantly delay, scale back or discontinue our operations.
- Relatively high interest rates may adversely impact our business.
- Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
- We operate in the highly competitive sports recruitment industry which is subject to rapid and significant technological changes.
- If we fail to acquire new customers, we may not be able to increase net sales or achieve profitability.
- Our software or services may not operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business and operating results.
The other 32 risks
- If our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may be perceived as insecure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant liabilities.
- We depend on sophisticated information technology systems and data processing to operate our business. If we experience security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, customer data or personal data, we may face costs, significant liabilities, harm to our brand and business disruption.
- We have incorporated, and plan to incorporate in the future, artificial intelligence, or AI, features into our platform. This technology is new and developing and may present risks that could affect our business.
- If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary and internally developed information, the value of our technology could be adversely affected.
- Claims by others that we infringe their intellectual property could force us to incur significant costs or revise the way we conduct our business.
- There may be challenges to our proprietary technology and any patents that we may obtain.
- If we fail to renew and/or expand our existing licenses, we may be required to discontinue or limit our use of the products that include or incorporate the licensed intellectual property.
- Some aspects of our products and services incorporate open source software, and our use of open source software could negatively affect our business, results of operations, financial condition, and prospects.
- Changes in government policy, legislation or regulatory or judicial interpretations could hinder or prevent our ability to conduct our business operations.
- We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner, or at all.
- The failure to attract and retain additional qualified personnel could harm our business and culture and prevent us from executing our business strategy.
- If we fail to effectively manage our growth, our business, financial condition and operating results could be harmed.
- We are subject to complex and growing user data privacy use and other governmental laws and regulations, and any failure to comply with these laws and regulations may have a material negative effect on our business and results of operations.
- Climate change and increased focus by governmental organizations on sustainability issues, including those related to climate change, may have a material adverse effect on our business and operations.
- COVID-19 or another pandemic, epidemic, or outbreak of an infectious disease may have an adverse effect on our business, the nature and extent of which are highly uncertain and unpredictable.
- Risks Related to Our Common Stock and Securities Convertible into Our Common Stock
- There was no public market for our common stock prior to the Company’s initial public offering, and an active market in which investors can resell their shares of our common stock may not be sustained.
- The market price of our common stock has fluctuated significantly and may continue to do so.
- Certain recent initial public offerings of companies with relatively small public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. Our common stock has likewise experienced rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value of our common stock.
- Short sellers of our stock may drive down the market price of our common stock.
- We may not be able to maintain a listing of our common stock on the NYSE American stock exchange.
- Future sales or issuances of our common stock in the public markets, or the perception of such sales, could depress the trading price of our common stock.
- We do not expect to declare or pay dividends on our common stock in the foreseeable future.
- If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively affected.
- Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return holders of our common stock may be able to achieve from an investment in our common stock.
- If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.
- We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.
- We are a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
- As a “smaller reporting company,” we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders.
- As a non-accelerated filer, we will not be required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.
- Our internal control over financial reporting currently may not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business.
- We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.
- Anti-takeover provisions and other provisions contained in the Second Amended and Restated Bylaws and Second Amended and Restated Certificate of Incorporation, as well as provisions of Delaware law, could impair a takeover attempt and diminish the rights of holders of our common stock.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results
Midwestern Settlement and Release Agreement
Under a Settlement Agreement and Release, dated as of December 12, 2023 (the “Midwestern Release Date”), between the Company and Midwestern (the “Midwestern Release Agreement”), the Company and Midwestern agreed to a mutual release of all claims that could have been asserted as of the Midwestern Release Date. The Company further agreed to pay Midwestern $600,000 by making a payment of $300,000 within three business days of the Midwestern Release Date and a payment of $300,000 on or before April 12, 2024 (the “Midwestern Release Amount”). In addition, the Company agreed to execute a confession of judgment and affidavit of confession of judgment in favor of Midwestern as to the obligations to pay the Midwestern Release Amount plus interest accruing on the Midwestern Release Amount at the rate of 9% per annum from April 12, 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.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8SEC EDGARJeffry Hecklinski, President
- 9SEC EDGARRichard Symington, President
- 10SEC EDGARDamon Rich, Chief financial officer
- 11
- 12
- 13SEC EDGARPeter F. Borish, Board member
- 14SEC EDGARGlen Kim, Board member
- 15SEC EDGARGregory Economou, Board member
- 16SEC EDGARMartin Lanphere, Board member
- 17
- 18
- 19
- 20
- 21SEC EDGARRegulation FD disclosure
- 22SEC EDGARRegulation FD disclosure
- 23SEC EDGARRegulation FD disclosure
- 24
- 25SEC EDGAROther events
- 26SEC EDGARRegulation FD disclosure
- 27SEC EDGARRegulation FD disclosure
- 28SEC EDGARRegulation FD disclosure
- 29SEC EDGARRegulation FD disclosure
- 30SEC EDGAREnded a material agreement
- 31SEC EDGARRegulation FD disclosure
- 32
- 33
- 34
- 35
- 36
- 37
- 38
- 39
- 40
- 41
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