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): January 9, 2024

SIGYN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: 619.368.2000

Prior address and phone number:

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:

Securities registered 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 1.01 Entry into a Material Definitive Agreement

On January 9, 2024, Sigyn Therapeutics, Inc. (the “Company”) entered into a Share Surrender Agreement with Craig Roberts, Chief Technical Officer and member of the board of directors of the Company (the “Shareholder”), whereas the parties agreed that 2,564,000 shares of common stock, par value $0.001, shall be surrendered by the Shareholder to the Company for cancellation and shall subsequently not be held as treasury shares or represent any claim against the Company whatsoever, effective immediately. The foregoing summary of the Share Surrender Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

As a result of the Share Surrender Agreement described in Item 1.01, and the conversion of various convertible notes since the date of the Company’s most recent Quarterly Report on Form 10-Q, the Company is reporting that as of the date hereof, it has 48,972,602 shares of common stock outstanding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.