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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 7)*
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SIGYN THERAPEUTICS, INC. (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) |
82674U205 (CUSIP Number) |
11/19/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 82674U205 |
| 1 | Names of Reporting Persons
Brio Capital Master Fund Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
158,932.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd.
(2) Includes (i) 97,866 shares of common stock and (ii) additional shares of common stock issuable upon exercise of warrants (the "Warrants"), Convertible Notes (including $8,800 in face value of Convertible Notes purchased in the quarter ended December 31, 2024) and Convertible Preferred Shares. This amount also excludes a certain amount of shares issuable upon exercise of the Warrants, Convertible Notes and Convertible Preferred Shares since the Warrants, Convertible Notes and Convertible Preferred Shares are not exercisable when the holder beneficially owns in excess of 9.99% of the outstanding shares.
(3) Percentage calculation is based on 1,605,378 shares of common stock outstanding as of November 19, 2024, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 19, 2024.
SCHEDULE 13G
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| CUSIP No. | 82674U205 |
| 1 | Names of Reporting Persons
Brio Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
158,932.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (4) The shares reported above are held by Brio Capital Master Fund Ltd. Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. Brio Capital Management LLC and Shaye Hirsch disclaim beneficial ownership over the shares held by Brio Capital Master Fund Ltd., except to the extent of any pecuniary interest therein.
(5) Includes (i) 97,866 shares of common stock and (ii) additional shares of common stock issuable upon exercise of warrants (the "Warrants"), Convertible Notes (including $8,800 in face value of Convertible Notes purchased in the quarter ended December 31, 2024) and Convertible Preferred Shares. This amount also excludes a certain amount of shares issuable upon exercise of the Warrants, Convertible Notes and Convertible Preferred Shares since the Warrants, Convertible Notes and Convertible Preferred Shares are not exercisable when the holder beneficially owns in excess of 9.99% of the outstanding shares.
(6) Percentage calculation is based on 1,605,378 shares of common stock outstanding as of November 19, 2024, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 19, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
SIGYN THERAPEUTICS, INC. | |
| (b) | Address of issuer's principal executive offices:
2468 Historic Decatur Road, Ste. 140 San Diego, CA 92106 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed jointly by:
Brio Capital Master Fund Ltd.
Brio Capital Management LLC
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.
Each Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. | |
| (b) | Address or principal business office or, if none, residence:
c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570. | |
| (c) | Citizenship:
Brio Capital Master Fund Ltd. - Cayman Islands
Brio Capital Management LLC - United States | |
| (d) | Title of class of securities:
COMMON STOCK, PAR VALUE $0.0001 | |
| (e) | CUSIP No.:
82674U205 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
Each Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. | |
| (b) | Percent of class:
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
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| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
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| (iv) Shared power to dispose or to direct the disposition of:
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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