$SGN·8-K

Signing Day Sports, Inc. · Mar 19, 4:02 PM ET

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Signing Day Sports, Inc. 8-K

Research Summary

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Updated

Signing Day Sports Announces Business Combination and Leadership Changes

What Happened

  • Signing Day Sports (SGN) announced the closing of its previously disclosed business combination with BlockchAIn. On March 16–17, 2026, Merger Sub I merged into Signing Day Sports (Signing Day became a direct wholly‑owned subsidiary of BlockchAIn) and Merger Sub II merged into One Blockchain (One Blockchain became a direct wholly‑owned subsidiary of BlockchAIn). Based on a final Exchange Ratio of 0.09334 (derived from Signing Day’s March 13, 2026 last sale price of $0.70 ÷ 7.5), each outstanding Signing Day share was exchanged for 0.09334 BlockchAIn shares (subject to rounding). A total of 3,198,511 BlockchAIn shares were issued to former Signing Day stockholders. BlockchAIn common shares began trading on the NYSE American on March 17, 2026 under the ticker “AIB.”
  • Corporate leadership and equity changes: on March 13, 2026 the Compensation Committee granted restricted Signing Day shares (401,000 to CEO Daniel Nelson; 50,000 to CFO Damon Rich; 20,000 to COO Craig Smith) that vest immediately. Upon closing, those officers (Nelson, Rich, Smith, President Jeffry Hecklinski) and five directors (Peter Borish, Greg Economou, Roger Mason, Daniel Nelson, Jeffry Hecklinski) resigned. Jerry Tang was elected director and named CEO, and Jolienne Halisky was appointed CFO. Options and warrants to buy Signing Day shares were converted into options/warrants for BlockchAIn shares at the 0.09334 ratio, with exercise prices adjusted and options immediately fully vested.
  • Additional issuance: One Blockchain members received 33,225,888 BlockchAIn shares; Maxim Group received 1,204,669 shares as transaction advisory consideration. Post‑closing ownership is approximately: One Blockchain members ~88.3%, former Signing Day stockholders ~8.5%, Maxim Group ~3.2%.

Key Details

  • Closing date / trading: Signing Day common stock ceased trading March 17, 2026; BlockchAIn (AIB) began trading March 17, 2026.
  • Exchange Ratio: 0.09334 BlockchAIn share per Signing Day share (based on $0.70 last sale price on March 13, 2026 ÷ 7.5); fractional shares rounded up where applicable.
  • Shares issued: 3,198,511 BlockchAIn shares to Signing Day holders; 33,225,888 to One Blockchain members; 1,204,669 to Maxim Group.
  • Leadership: Daniel Nelson, Damon Rich, Craig Smith, Jeffry Hecklinski and five directors resigned in connection with the closing; Jerry Tang named CEO and Jolienne Halisky named CFO.

Why It Matters

  • Merger outcome: The filing confirms the consummation of the planned business combination and the exchange mechanics that converted Signing Day equity into BlockchAIn equity. Retail investors holding Signing Day shares were converted into BlockchAIn shares at the stated ratio and should see those holdings reflected under the new ticker AIB.
  • Ownership and control: Former One Blockchain members now hold a large majority (~88.3%) of outstanding BlockchAIn shares, while former Signing Day stockholders own about 8.5%, which may affect governance and strategic direction.
  • Management change: New executive leadership (CEO Jerry Tang and CFO Jolienne Halisky) and the resignations of prior officers are material for investors evaluating future strategy, execution and disclosure control.
  • Other corporate housekeeping: A previously announced Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. was terminated with termination effective March 20, 2026 (per filing).

If you hold Signing Day stock, check your broker account for the converted BlockchAIn (AIB) shares and consult company filings or your broker for tax and share‑ownership details.