Material Agreement Form 8 K

Item. 1.01 Entry into a Material Definitive Agreement.

On October 7, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), issued a Convertible Promissory Note to Dear Cashmere Group Holding Company, a Nevada corporation ("DRCR"), dated October 7, 2024, in the principal amount of $150,000 (the "October 2024 Note"). The principal will accrue interest at an annual rate of 35%. The principal and accrued interest will become payable on the date of written demand any time after the closing of the Company's next financing transaction (the "Payment Date"). The Company is required to make full payment of the balance of all principal and accrued interest on the Payment Date. The Company may prepay the principal and any interest then due without penalty. If any amount is not paid when due, such overdue amount will accrue default interest at a rate of 37%. The October 2024 Note contains customary representations, warranties, and events of default provisions.

In addition, the October 2024 Note provides that at any time after an event of default, the holder of the October 2024 Note may convert the outstanding principal amount plus accrued and unpaid interest into shares of the Company's common stock, par value $0.0001 per share ("common stock"), at a conversion price of $0.30 per share, subject to adjustment for stock splits and similar transactions. The conversion right is subject to prior authorization ("Exchange Authorization") of the NYSE American LLC (the "NYSE American"). The October 2024 Note will be amended to incorporate any modifications requested by the NYSE American in order to provide the Exchange Authorization.

The October 2024 Note is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the description above is qualified in its entirety by reference to the full text of such exhibit.