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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): October 7, 2024

 

SIGYN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   000-55575   84-4210559
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

2468 Historic Decatur Road    
Suite 140    
San Diego, California   92106
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 619.353.0800

 

Prior address and phone number:

 

(Address of principal executive offices)   (Zip Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 

From October 7, 2024 through October 11, 2024, Sigyn Therapeutics, Inc. (the “Company”) entered into Warrant Exchange Agreements with fifteen (15) holders of Stock Purchase Warrants that were issued between September 1, 2023 and September 23, 2024 (the “Warrants”) to exchange their Warrants for newly issued shares of the Company’s Common Stock. The agreements resulted in 246,259 stock purchase warrants being extinguished in exchange for the issuance of 184,699 restricted shares of the Company’s Common Stock. As a result, the Company has no Stock Purchase Warrants outstanding at this time. No brokerage or finders’ fees were paid in connection with these transactions. The shares of Common Stock were issued restricted with a standard Rule 144 legend. The issuances of the foregoing securities is exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are sophisticated investors and familiar with the Company’s operations.

 

As a result of these issuances, the number of outstanding common shares of the Company has increased from 1,420,678 to 1,605,377.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SIGYN THERAPEUTICS, INC.
   
Date: October 16, 2024 By: /s/ James A. Joyce
    James A. Joyce, Chairman and CEO

 

 

 

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Entity Address, Address Line One 2468 Historic Decatur Road
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