Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| SIGNING DAY SPORTS, INC. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| 862670R 107 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event which Requires Filing of This Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 6 pages
| CUSIP No. | 82670R 107 |
| 1. |
NAMES OF REPORTING PERSONS
Zone Right, LLC | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
California | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
752,433 |
| 6. |
SHARED VOTING POWER
0 |
|
| 7. |
SOLE DISPOSITIVE POWER
752,433 |
|
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752,433 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7% | |
| 12. |
TYPE OF REPORTING PERSON
OO | |
Page 3 of 6 pages
| CUSIP No. | 82670R 107 |
| 1. |
NAMES OF REPORTING PERSONS
Glen Kim | |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ (b) ☐ |
| 3. |
SEC USE ONLY
| |
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
757,433 |
| 6. |
SHARED VOTING POWER
0 |
|
| 7. |
SOLE DISPOSITIVE POWER
757,433 |
|
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,433 | |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7% | |
| 12. |
TYPE OF REPORTING PERSON
IN | |
Page 4 of 6 pages
| CUSIP No. | 82670R 107 |
Item 1.
| (a) | Name of Issuer:
Signing Day Sports, Inc. | |
| (b) | Address of Issuer’s principal executive offices:
8355 East Hartford Rd., Suite 100, Scottsdale, AZ 85255 |
Item 2.
| (a) | Name of person filing:
This statement is being jointly filed by Zone Right LLC, a California limited liability company (“ Zone Right”) and Glen Kim, an individual (collectively, the “Reporting Persons”). | |
| (b) | Address of the principal business office or, if none, residence:
The business address of Zone Right is 8840 Warner Ave, Suite 200B, Fountain Valley, CA 92708. The business address of Glen Kim is 14110 La Gloria St, La Miranda, CA 90638. | |
| (c) | Citizenship:
Zone Right is a California limited liability company. Glen Kim is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share (“common stock”) | |
| (e) | CUSIP No.:
82670R 107 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 5 of 6 pages
| CUSIP No. | 82670R 107 |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
As of December 31, 2023, the Reporting Persons beneficially owned the following securities of the Issuer:
Zone Right held and beneficially owned 752,433 shares of common stock.
Glen Kim, managing member of Zone Right, beneficially owned the shares of common stock held by Zone Right and had shared voting and dispositive power over its shares. In addition, Mr. Kim held and beneficially owned 5,000 shares of common stock issuable upon exercise of an option.
| (b) | Percent of class: |
Based on a total of 13,248,552 shares of common stock outstanding as of December 31, 2023, the shares of common stock beneficially owned by Zone Right and Glen Kim represented approximately 5.7% and 5.7% of the Issuer’s outstanding common stock, respectively.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
Zone Right: 752,433 Glen Kim: 757,433 | |
| (ii) | Shared power to vote or to direct the vote: |
Zone Right: 0 Glen Kim: 0 | |
| (iii) | Sole power to dispose or to direct the disposition of: |
Zone Right: 752,433 Glen Kim: 757,433 | |
| (iv) | Shared power to dispose or to direct the disposition of: |
Zone Right: 0 Glen Kim: 0 |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
Page 6 of 6 pages
| CUSIP No. | 82670R 107 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 12, 2024 | Zone Right LLC | |
| By: | /s/ Glen Kim | |
| Name: | Glen Kim | |
| Title: | Managing Member | |
| /s/ Glen Kim | ||
| Glen Kim | ||
EXHIBIT INDEX
| Exhibit Number |
Title | |
| 1 | Joint Filing Agreement |