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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): April 16, 2024 (April 9, 2024)

 

SIGYN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   333-204486   47-2573116

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

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: 619.368.2000

 

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 1.01 Entry into a Material Definitive Agreement.

 

From May 10, 2022 to September 9, 2022, Sigyn Therapeutics, Inc. (the “Company”) issued Original Issue Discount Convertible Debentures (the “Debentures”) in an aggregate principal amount of $220,420 to Brio Capital Master Fund Ltd. (“Brio”). On April 9, 2024, Brio converted such Debentures into 292.4 shares of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

 

From June 23, 2020 to June 1, 2022, the Company issued an aggregate principal amount of $621,000 to Osher Capital Partners, LLC (“Osher”). On April 10, 2024, Osher converted such Debentures into 823.86 shares of its Series B Preferred Stock.

 

Each share of Series B Preferred Stock converts into 125.63 shares of the Company’s common stock, subject to antidilution adjustments for any stock splits and recapitalizations, and for issuances of additional shares at an issue price of less than the conversion ratio.

 

Brio and Osher agreed to amend an additional $110,000 and $275,000, respectively, of Debentures to extend the maturity dates of such Debentures to March 31, 2025 in return for an increase in principal amount of such Debentures to $125,000 and $316,350, respectively, and provide for the automatic conversion of a total of $1,856,566 aggregate principal amount of Debentures held by them into additional shares of the Series B Preferred Stock which are convertible into the same number of shares of common stock as previously provided in the terms of the Debentures upon the listing of the common stock on NASDAQ.

 

 

 

 

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: April 16, 2024 By: /s/ James A. Joyce
    James A. Joyce, Chairman and CEO

 

 

 

 

 

 

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Apr. 16, 2024
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Document Type 8-K
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Document Period End Date Apr. 16, 2024
Entity File Number 333-204486
Entity Registrant Name SIGYN THERAPEUTICS, INC.
Entity Central Index Key 0001642159
Entity Tax Identification Number 47-2573116
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 2468 Historic Decatur Road
Entity Address, Address Line Two Suite 140
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92106
City Area Code 619
Local Phone Number 368.2000
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period true
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