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~~December 30, 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~~Section ~~3.02~~5 ~~UNREGISTERED~~– ~~SALES~~Corporate OFGovernance ~~EQUITY~~and ~~SECURITIES~~Management

~~From October~~Item ~~7, 2024 through October 11, 2024, Sigyn Therapeutics, Inc~~5.03 ~~(the~~Amendments ~~“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~~Articles ~~their Warrants for newly issued shares~~ of ~~the~~Incorporation 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’~~Bylaws; ~~fees~~Change ~~were paid~~ in ~~connection~~Fiscal ~~with these transactions~~Year. 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.

AsOn December 30, 2024, we filed a ~~result~~Certificate of ~~these~~Amendment ~~issuances,~~to our Amended and Restated Certificate of Incorporation with the ~~number~~State of ~~outstanding~~Delaware, which ~~common~~went ~~shares~~effective immediately upon filing. The Certificate of ~~the~~Amendment ~~Company~~decreased ~~has~~our ~~increased~~authorized ~~from~~common 1stock to One Hundred Million (100,~~420~~000,~~678~~000) toshares, 1par value $0.0001. Our authorized preferred stock stayed the same at Ten Million (10,~~605~~000,~~377~~000) shares, par value $0.0001.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation filed December 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
Date: January 6, 2025	By:	/s/ James A. Joyce
		James A. Joyce, Chairman and CEO

Filing Compare · Sigyn Therapeutics, Inc.