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): ~~August~~February 1420, ~~2025~~2026 (~~August~~February 76, ~~2025~~2026)

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.)

2305 Historic Decatur Road
Suite 100
San Diego, California		92106
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 619.353.0800

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~~Into a Material Definitive ~~Agreement~~Agreements

On ~~August~~February 812, ~~2025~~2026, Sigyn Therapeutics, Inc. (the “Company”) entered into a one-year Convertible Note Purchase Agreement (the “Purchase Agreement”) with ~~Lambda~~Brio ~~Venture~~Capital ~~Partners~~Master Fund, ~~LLC~~Ltd, ~~pursuant~~in ~~to which~~ the ~~Company~~principal ~~may~~amount ~~issue~~of ~~and sell~~$22,222.22, ~~subject~~which toresulted ~~the~~in ~~terms~~gross proceeds of ~~the Purchase Agreement~~$20,000.00 up to ~~$550,000~~the inCompany. ~~aggregate~~The ~~principal~~note ~~amount~~bears ofinterest ~~one-year~~at 8% ~~convertible~~per ~~promissory~~annum ~~notes~~and ~~(the “Notes”) in exchange for $500,000. The Notes are~~ convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to a 35% discount to the lowest traded price of the Company’s common shares during the ~~ten~~twenty (1020) trading days immediately prior to the date on the notice of conversion. The issuances of the foregoing securities are 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. No stock purchase warrants were issued as part of the agreement.

On ~~August~~February 1112, ~~2025~~2026, Sigyn Therapeutics, Inc. (the “Company”) ~~issued~~entered into a one-year Convertible Note Purchase Agreement (the “Purchase ~~first~~Agreement”) ~~tranche~~with ofOsher ~~Notes~~Capital Partners, LLC, in the ~~aggregate~~ principal amount of $~~110~~22,~~000~~222.22, towhich ~~Lambda~~resulted ~~Venture~~in ~~Partners,~~gross proceeds ~~LLC~~of $20,000.00 ~~and~~to ~~received~~the ~~$100~~Company. The note bears interest at 8% per annum and convertible,~~000~~ inat ~~proceeds~~the option of the holder, ~~consistent~~into shares of the Company’s common stock at a conversion price equal to a 35% discount to the lowest traded price of the Company’s common shares during the twenty (20) trading days immediately prior to the date on the notice of conversion. The issuances of the foregoing securities are 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 ~~Purchase~~Company’s ~~Agreement~~operations. No stock purchase warrants were issued as part of the agreement.

~~The~~On ~~foregoing~~February ~~description~~6, of2026, Sigyn Therapeutics, Inc. (the “Company”) entered into a one-year Convertible Note Purchase Agreement ~~and~~(the “Purchase Agreement”) with Lambda Venture Partners, LLC, in the ~~Notes~~principal ~~does~~amount ~~not~~of ~~purport~~$27,777.77, which resulted in net proceeds of $21,500.00 to bethe ~~complete~~Company ~~and~~after isthe ~~qualified~~payment inof ~~its~~related ~~entirety~~legal byfees. ~~reference~~The note bears interest at 8% per annum and convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to a 35% discount to the ~~full~~lowest ~~text~~traded price of the ~~Purchase~~Company’s ~~Agreement,~~common shares during the ~~Form~~twenty (20) trading days immediately prior to the date on the notice of ~~Convertible~~conversion. The ~~Note,~~issuances ~~and~~of ~~any~~the ~~related~~foregoing ~~documentation,~~securities ~~copies~~are exempt from registration pursuant to Section 4(a)(2) of ~~which~~the ~~will~~Securities beAct ~~filed~~promulgated thereunder as ~~exhibits~~the toSellers are sophisticated investors and familiar with the ~~Current~~Company’s ~~Report~~operations. onNo ~~Form~~stock ~~8-K~~purchase ~~and~~warrants ~~are~~were issued ~~incorporated~~as ~~herein~~part byof ~~reference~~the agreement.

The foregoing description of the Purchase Agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Form of Convertible Note, and any related documentation, copies of which will be filed as exhibits to the Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sale of Securities.

See Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2025, Richa Nand and Michael Ryan notified Sigyn Therapeutics, Inc. (the “Company”) of their decision to resign from the Company’s Board of Directors, effective August 8, 2025. On August 7, 2025, Christopher Wetzel notified the Company of his decision to resign from the Board of Directors, effective August 7, 2025. The resignations were based on the Company’s discontinuation of directors’ and officers’ liability insurance coverage, as further described below.

The Company has provided Ms. Nand, Mr. Ryan and Mr. Wetzel with a copy of this Form 8-K and the disclosures made herein. Should the Company receive a letter from Ms. Nand, Mr. Ryan or Mr. Wetzel that does not agree with the disclosure made herein, the Company will file an amendment to this Form 8-K within two business days after the receipt of such letter.

Item 8.01 Other Events.

The Company’s directors’ and officers’ liability insurance policy expired on August 4, 2025. The Company did not extend the policy and has not yet obtained replacement coverage. The Company is evaluating alternatives for securing such coverage in the future. The discontinuation of coverage was not related to any specific claim or proceeding against the Company or its directors or officers.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Title
99.1		Convertible Note Purchase ~~Agreement~~Agreements
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: August 14, 2025	By:	/s/ James A. Joyce
Date: February 20, 2026	By:	/s/ James A. Joyce
		James A. Joyce, Chairman and CEO

Filing Compare · Sigyn Therapeutics, Inc.