8-K

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)

Registrant’s

telephone number, including area code: 619.353.0800

Prior

address and phone number:

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:

Securitiesregistered pursuant to Section 12(b) of the Act:

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.