SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jun. 30, 2025 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS |
NOTE 12 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after June 30, 2025 up through the date the financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended June 30, 2025, except for the following:
Convertible Notes Payable
Subsequent to June 30, 2025, the Company entered into Original Issue Discount Senior Convertible Debentures (“Notes”) totaling (i) $35,200 aggregate principal amount of Notes (total of $32,000 cash was received) due in July 2026 based on $1.00 for each $0.90909 paid by the noteholders and (ii) five-year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 17,600 shares of the Company’s Common Stock at an exercise price of $4.00 per share. The aggregate cash subscription amount received by the Company for the issuance of the Note and Warrants was $32,000 which was issued at a $3,200 original issue discount from the face value of the Note. The conversion price for the principal in connection with voluntary conversions by a holder of the convertible notes is $2.00 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.
On August 8, 2025, Sigyn Therapeutics, Inc. (the “Company”) entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Lambda Venture Partners, LLC, pursuant to which the Company may issue and sell, subject to the terms of the Purchase Agreement, up to $550,000 in aggregate principal amount of 8% convertible promissory notes (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 (10) 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. one-year
On August 11, 2025, the Company issued the first tranche of Notes in the aggregate principal amount of $110,000 to Lambda Venture Partners, LLC, and received $100,000 in proceeds, consistent with the Purchase Agreement.
Board of Directors and Officer Resignations
On July 31, 2025 Dr. Annette Marleau resigned as Chief Scientific Officer of the Company.
On August 8, 2025, Richa Nand and Michael Ryan notified 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 which expired on August 4, 2025.
Extension of Notes
On August 29, 2025, noteholders Osher and Brio agreed to extend all of their outstanding notes to December 31, 2027 for original issue discount totaling $737,786. |