0001642159 false --12-31 2021 Q3 975 0 5 5 P5Y 5 P5Y 5 P5Y 5 5 5 5 5 5 5 5 P5Y P5Y 0001642159 2021-01-01 2021-09-30 0001642159 2021-11-12 0001642159 2021-09-30 0001642159 2020-12-31 0001642159 2020-01-01 2020-09-30 0001642159 2021-07-01 2021-09-30 0001642159 2020-07-01 2020-09-30 0001642159 us-gaap:CommonStockMember 2019-12-31 0001642159 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001642159 us-gaap:RetainedEarningsMember 2019-12-31 0001642159 2019-12-31 0001642159 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0001642159 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0001642159 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0001642159 2020-01-01 2020-03-31 0001642159 us-gaap:CommonStockMember 2020-03-31 0001642159 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0001642159 us-gaap:RetainedEarningsMember 2020-03-31 0001642159 2020-03-31 0001642159 us-gaap:CommonStockMember 2020-04-01 2020-06-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2020-04-01 2020-06-30 0001642159 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0001642159 2020-04-01 2020-06-30 0001642159 us-gaap:CommonStockMember 2020-06-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2020-06-30 0001642159 us-gaap:RetainedEarningsMember 2020-06-30 0001642159 2020-06-30 0001642159 us-gaap:CommonStockMember 2020-07-01 2020-09-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2020-07-01 2020-09-30 0001642159 us-gaap:RetainedEarningsMember 2020-07-01 2020-09-30 0001642159 us-gaap:CommonStockMember 2020-09-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2020-09-30 0001642159 us-gaap:RetainedEarningsMember 2020-09-30 0001642159 2020-09-30 0001642159 us-gaap:CommonStockMember 2020-12-31 0001642159 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001642159 us-gaap:RetainedEarningsMember 2020-12-31 0001642159 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001642159 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001642159 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001642159 2021-01-01 2021-03-31 0001642159 us-gaap:CommonStockMember 2021-03-31 0001642159 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001642159 us-gaap:RetainedEarningsMember 2021-03-31 0001642159 2021-03-31 0001642159 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001642159 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001642159 2021-04-01 2021-06-30 0001642159 us-gaap:CommonStockMember 2021-06-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001642159 us-gaap:RetainedEarningsMember 2021-06-30 0001642159 2021-06-30 0001642159 us-gaap:CommonStockMember 2021-07-01 2021-09-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2021-07-01 2021-09-30 0001642159 us-gaap:RetainedEarningsMember 2021-07-01 2021-09-30 0001642159 us-gaap:CommonStockMember 2021-09-30 0001642159 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0001642159 us-gaap:RetainedEarningsMember 2021-09-30 0001642159 SIGN:ShareExchangeAgreementMember SIGN:SigynStockholderMember 2020-10-19 0001642159 SIGN:ShareExchangeAgreementMember 2020-10-18 2020-10-19 0001642159 SIGN:SigynStockholdersMember SIGN:ShareExchangeAgreementMember 2020-10-19 0001642159 us-gaap:SubsequentEventMember 2021-11-12 0001642159 us-gaap:SubsequentEventMember SIGN:NonAffiliateShareholdersMember 2021-11-12 0001642159 2020-01-01 2021-09-30 0001642159 us-gaap:OfficeEquipmentMember 2021-01-01 2021-09-30 0001642159 us-gaap:OfficeEquipmentMember 2021-09-30 0001642159 us-gaap:OfficeEquipmentMember 2020-12-31 0001642159 us-gaap:TrademarksMember 2021-01-01 2021-09-30 0001642159 us-gaap:TrademarksMember 2021-09-30 0001642159 us-gaap:TrademarksMember 2020-12-31 0001642159 SIGN:WebsiteMember 2021-01-01 2021-09-30 0001642159 SIGN:WebsiteMember 2021-09-30 0001642159 SIGN:WebsiteMember 2020-12-31 0001642159 SIGN:ConvertiblePromissoryNoteOneMember 2021-09-30 0001642159 SIGN:ConvertiblePromissoryNoteOneMember 2020-12-31 0001642159 SIGN:ConvertiblePromissoryNoteOneMember 2021-02-10 0001642159 SIGN:ConvertiblePromissoryNoteOneMember 2021-02-09 2021-02-10 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember 2021-02-10 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember 2021-02-09 2021-02-10 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember 2021-09-30 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember 2020-12-31 0001642159 SIGN:ConvertiblePromissoryNoteThreeMember 2020-01-28 0001642159 SIGN:ConvertiblePromissoryNoteThreeMember 2020-01-27 2020-01-28 0001642159 SIGN:ConvertiblePromissoryNoteThreeMember 2021-09-30 0001642159 SIGN:ConvertiblePromissoryNoteThreeMember 2020-12-31 0001642159 SIGN:ConvertiblePromissoryNoteFourMember 2020-06-23 0001642159 SIGN:ConvertiblePromissoryNoteFourMember 2020-06-22 2020-06-23 0001642159 SIGN:ConvertiblePromissoryNoteFourMember 2021-09-30 0001642159 SIGN:ConvertiblePromissoryNoteFourMember 2020-12-31 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-02-09 2021-02-10 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-02-10 0001642159 us-gaap:SubsequentEventMember SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-10-24 2021-10-25 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2020-01-26 2020-01-28 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2020-01-28 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:OsherCapitalPartnersLLCMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:OsherCapitalPartnersLLCMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-18 2020-10-20 0001642159 us-gaap:SubsequentEventMember SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-10-19 2021-10-21 0001642159 us-gaap:SubsequentEventMember SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-10-19 2021-10-22 0001642159 us-gaap:SubsequentEventMember SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-10-21 0001642159 us-gaap:SubsequentEventMember SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-10-22 0001642159 us-gaap:SubsequentEventMember SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-10-27 2021-10-28 0001642159 us-gaap:SubsequentEventMember SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2021-10-28 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2020-06-21 2020-06-23 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2020-06-23 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2020-06-21 2020-06-23 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:OsherCapitalPartnersLLCMember SIGN:AmendedConvertibleDebtAgreementTwoMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:OsherCapitalPartnersLLCMember SIGN:AmendedConvertibleDebtAgreementTwoMember 2020-10-18 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2020-09-15 2020-09-17 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:SecuritiesPurchaseAgreementMember SIGN:OsherCapitalPartnersLLCMember 2020-09-17 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:OsherCapitalPartnersLLCMember SIGN:AmendedConvertibleDebtAgreementMember 2020-09-17 0001642159 SIGN:ConvertiblePromissoryNoteOneMember SIGN:OsherCapitalPartnersLLCMember SIGN:AmendedConvertibleDebtAgreementMember 2020-09-15 2020-09-17 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember SIGN:SecuritiesPurchaseAgreementMember SIGN:PreviousNoteholderOneMember 2020-06-21 2020-06-23 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember SIGN:SecuritiesPurchaseAgreementMember SIGN:PreviousNoteholderOneMember 2020-06-23 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember SIGN:PreviousNoteholderOneMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember SIGN:PreviousNoteholderOneMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-18 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteTwoMember SIGN:SecuritiesPurchaseAgreementMember SIGN:PreviousNoteholderOneMember 2020-12-02 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderTwoMember SIGN:SecuritiesPurchaseAgreementMember 2020-08-16 2020-08-18 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderTwoMember SIGN:SecuritiesPurchaseAgreementMember 2020-08-18 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderTwoMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderTwoMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-18 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderTwoMember us-gaap:CommonStockMember 2020-10-28 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderTwoMember us-gaap:CommonStockMember 2021-02-19 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderThreeMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-16 2020-09-18 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderThreeMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-18 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderThreeMember SIGN:AmendedConvertibleDebtAgreementTwoMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderThreeMember SIGN:AmendedConvertibleDebtAgreementTwoMember 2020-10-18 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderThreeMember us-gaap:CommonStockMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-19 2020-09-21 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-21 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember SIGN:AmendedConvertibleDebtAgreementMember 2021-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-18 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember us-gaap:CommonStockMember 2020-11-05 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-26 2020-09-28 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-28 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderFiveMember us-gaap:CommonStockMember 2020-10-27 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSixMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-26 2020-09-29 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSixMember SIGN:SecuritiesPurchaseAgreementMember 2020-09-29 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSixMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSixMember SIGN:AmendedConvertibleDebtAgreementMember 2020-10-18 2020-10-20 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSixMember us-gaap:CommonStockMember 2020-10-26 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSevenMember SIGN:SecuritiesPurchaseAgreementMember 2021-02-08 2021-02-10 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSevenMember SIGN:SecuritiesPurchaseAgreementMember 2021-02-10 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderSevenMember us-gaap:CommonStockMember 2021-05-10 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderEightMember SIGN:SecuritiesPurchaseAgreementMember 2021-05-04 0001642159 SIGN:ConvertiblePromissoryNoteMember SIGN:PreviousNoteholderEightMember SIGN:SecuritiesPurchaseAgreementMember 2021-05-01 2021-05-04 0001642159 us-gaap:RestrictedStockMember 2021-01-01 2021-09-30 0001642159 us-gaap:RestrictedStockMember 2021-01-12 2021-01-14 0001642159 SIGN:PreviousNoteholderMember 2021-02-19 0001642159 us-gaap:RestrictedStockMember 2021-04-12 2021-04-14 0001642159 us-gaap:PrivatePlacementMember 2021-04-01 2021-04-30 0001642159 us-gaap:PrivatePlacementMember 2021-04-30 0001642159 us-gaap:PrivatePlacementMember 2021-05-01 2021-05-10 0001642159 us-gaap:PrivatePlacementMember 2021-05-10 0001642159 SIGN:BrioCapitalMaserFundLtdMember 2021-05-01 2021-05-10 0001642159 us-gaap:RestrictedStockMember 2021-07-13 2021-07-14 0001642159 SIGN:ThirdPartiesMember 2021-01-01 2021-09-30 0001642159 SIGN:ASC842Member 2021-09-30 0001642159 2021-05-01 2021-05-27 0001642159 SIGN:EmploymentAgreementsMember SIGN:MrJoyceMember 2021-01-01 2021-09-30 0001642159 SIGN:EmploymentAgreementsMember SIGN:MrJoyceMember 2021-07-01 2021-09-30 0001642159 SIGN:EmploymentAgreementsMember SIGN:MrJoyceMember 2020-07-01 2020-09-30 0001642159 SIGN:EmploymentAgreementsMember SIGN:MrJoyceMember 2020-01-01 2020-09-30 0001642159 SIGN:EmploymentAgreementsMember SIGN:ChiefTechnologyOfficerMember 2021-07-01 2021-09-30 0001642159 SIGN:EmploymentAgreementsMember SIGN:ChiefTechnologyOfficerMember 2021-01-01 2021-09-30 0001642159 SIGN:EmploymentAgreementsMember SIGN:ChiefTechnologyOfficerMember 2020-07-01 2020-09-30 0001642159 SIGN:EmploymentAgreementsMember SIGN:ChiefTechnologyOfficerMember 2020-01-01 2020-09-30 0001642159 SIGN:CEOAndCTOMember 2021-07-20 2021-07-21 0001642159 SIGN:MediaAgreementMember 2021-05-01 2021-05-13 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:ConvertiblePromissoryNoteMember 2021-10-27 2021-10-28 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:ConvertiblePromissoryNoteMember 2021-10-28 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:ConvertiblePromissoryNoteMember us-gaap:CommonStockMember 2021-10-27 2021-10-28 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:ConvertiblePromissoryNoteMember 2021-10-25 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:ConvertiblePromissoryNoteMember us-gaap:CommonStockMember 2021-10-24 2021-10-25 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:ConvertiblePromissoryNoteMember 2021-10-19 2021-10-22 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:OctoberTwentyTwoThousandTwentyNotesMember srt:MinimumMember 2021-10-19 2021-10-22 0001642159 us-gaap:SubsequentEventMember SIGN:OsherCapitalPartnersLLCMember SIGN:ConvertiblePromissoryNoteMember 2021-10-22 0001642159 us-gaap:SubsequentEventMember SIGN:AdvertisingAndMarketingConsultingAgreementMember 2021-11-02 2021-11-03 0001642159 us-gaap:SubsequentEventMember SIGN:SecuritiesPurchaseAgreementMember SIGN:AccreditedInvestorMember us-gaap:CommonStockMember 2021-10-19 2021-10-20 0001642159 us-gaap:SubsequentEventMember SIGN:SecuritiesPurchaseAgreementMember SIGN:AccreditedInvestorMember us-gaap:CommonStockMember 2021-10-20 0001642159 us-gaap:SubsequentEventMember SIGN:SecuritiesPurchaseAgreementMember 2021-10-19 2021-10-20 0001642159 us-gaap:SubsequentEventMember SIGN:SecuritiesPurchaseAgreementMember SIGN:AccreditedInvestorMember 2021-10-20 0001642159 us-gaap:SubsequentEventMember SIGN:SecuritiesPurchaseAgreementMember SIGN:AccreditedInvestorMember us-gaap:WarrantMember 2021-10-20 0001642159 us-gaap:SubsequentEventMember 2021-10-13 2021-10-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2021

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to _________

 

Commission File Number 000-55575

 

SIGYN THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   47-2573116

(State or other jurisdiction

of incorporation)

 

(IRS Employer

File Number)

 

2468 Historic Decatur Road Ste., 140, San Diego, California

 

92106

(Address of principal executive offices)   (zip code)

 

(619) 353-0800

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None        

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 Par Value

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer Accelerated filer
  Non-accelerated filer Smaller reporting company
  (Do not check if a smaller reporting company)      
      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 pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of November 12, 2021, there were 37,295,803 shares of common stock outstanding.

 

 

 

 

 

 

SIGYN THERAPEUTICS, INC.

 

TABLE OF CONTENTS

 

Heading   Page
     
PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements   4
       
  Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020   4
       
  Unaudited Condensed Consolidated Statements of Operations for the Three and Nine months ended September 30, 2021 and 2020   5
       
  Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine months ended September 30, 2021 and 2020   6
       
  Unaudited Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2021 and 2020   7
       
  Notes to the Unaudited Condensed Consolidated Financial Statements   8
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   24
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk   48
     
Item 4. Controls and Procedures   48
       
PART II – OTHER INFORMATION
     
Item 1. Legal Proceedings   49
     
Item1A. Risk Factors   50
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   50
     
Item 3. Defaults Upon Senior Securities   50
     
Item 4. Mine Safety Disclosure   50
     
Item 5. Other Information   50
       
Item 6. Exhibits   51
       

SIGNATURES

  53

 

2

 

 

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

 

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

USE OF CERTAIN DEFINED TERMS

 

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” is of Sigyn Therapeutics, Inc.

 

In addition, unless the context otherwise requires and for the purposes of this report only:

 

  “Sigyn” refers to Sigyn Therapeutics, Inc., a Delaware corporation;
  “Commission” refers to the Securities and Exchange Commission;
  “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and
  “Securities Act” refers to the Securities Act of 1933, as amended.

 

3

 

 

SIGYN THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30, 2021   December 31, 2020 
   (Unaudited)     
ASSETS          
Current assets:          
Cash  $502,976   $84,402 
Accounts receivable   -    - 
Inventories   586,047    586,047 
Notes receivable   -    - 
Other current assets   27,509    - 
Total current assets   1,116,532    670,449 
           
Property and equipment, net   20,654    1,728 
Intangible assets, net   6,600    21,905 
Operating lease right-of-use assets, net   276,326    - 
Other assets   20,711    - 
Total assets  $1,440,823  $694,082 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $32,874   $16,005 
Accrued payroll and payroll taxes   44,434    59,707 
Short-term convertible notes payable, less unamortized debt issuance costs of $46,757 and $97,832, respectively   684,743    518,668 
Current portion of operating lease liabilities   38,524    - 
Other current liabilities   29,209    523 
Total current liabilities   829,784    594,903 
Long-term liabilities:          
Operating lease liabilities net of current portion   252,807    - 
Total long-term liabilities   252,807    - 
Total liabilities   1,082,591    594,903 
           
Stockholders’ equity          
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 36,728,803 and 35,201,513 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively   3,673    3,520 
Additional paid-in-capital   3,393,146    1,356,799 
Accumulated deficit   (3,038,587)   (1,261,140)
Total stockholders’ equity   358,232    99,179 
Total liabilities and stockholders’ equity  $1,440,823   $694,082 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4

 

 

SIGYN THERAPEUTICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

   2021   2020   2021   2020 
  

Nine Months Ended

September 30,

  

Three Months

Ended September 30,

 
   2021   2020   2021   2020 
                 
Net revenues  $-   $-   $-   $- 
                     
Gross Profit   -    -    -    - 
                     
Operating expenses:                    
Marketing expenses   -    505    -    400 
Research and development   91,259    1,978    49,659    - 
General and administrative   1,326,019    569,384    523,704    202,577 
Total operating expenses   1,417,278    571,867    573,363    202,977 
Loss from operations   (1,417,278)   (571,867)   (573,363)   (202,977)
                     
Other expense:                    
Interest expense   29,095    -    29,095    - 
Interest expense - debt discount   286,391    210,836    49,749    82,915 
Interest expense - original issuance costs   44,683    24,865    13,697    10,098 
Total other expense   360,169    235,701    92,541    93,013 
                     
Loss before income taxes   (1,777,447)   (807,568)   (665,904)   (295,990)
Income taxes   -    -    -    - 
                     
Net loss  $(1,777,447)  $(807,568)  $(665,904)  $(295,990)
                     
Net loss per share, basic and diluted  $(0.05)  $(1.62)  $(0.02)  $(0.59)
                     
Weighted average number of shares outstanding                    
Basic and diluted   36,138,191    500,000    36,721,651    500,000 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5

 

 

SIGYN THERAPEUTICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

 

   Shares   Amount   in Capital   Deficit   (Deficit) 
   Common Stock   Additional Paid   Accumulated   Total Stockholders’
Equity
 
   Shares   Amount   in Capital   Deficit   (Deficit) 
Balance as of December 31, 2019   500,000   $50   $590   $(1,550)  $(910)
Original issue discount issued in conjunction with debt   -    -    172,266    -    172,266 
Beneficial conversion feature in conjunction with debt issuance   -    -    129,938    -    129,938 
Net loss   -    -    -    (251,182)   (251,182)
Balance as of March 31, 2020   500,000   $50   $302,794   $(252,732)  $50,112 
                          
Original issue discount issued in conjunction with debt   -    -    -    -    - 
Beneficial conversion feature in conjunction with debt issuance   -    -    21,548    -    21,548 
Net loss   -    -    -    (260,396)   (260,396)
Balance as of June 30, 2020   500,000   $50   $324,342   $(513,128)  $(188,736)
                          
Beneficial conversion feature in conjunction with debt issuance   -    -    29,746    -    29,746 
Net loss   -    -    -    (295,990)   (295,990)
Balance as of September 30, 2020   500,000   $50   $354,088   $(809,118)  $(454,980)
                          
Balance as of December 31, 2020   35,201,513   $3,520   $1,356,799   $(1,261,140)  $99,179 
Common stock issued to third party for services   47,000    5    82,245    -    82,250 
Warrants issued to third parties in conjunction with debt issuance   -    -    113,910    -    113,910 
Beneficial conversion feature in conjunction with debt issuance   -    -    86,090    -    86,090 
Common stock issued in conjunction with cashless exercise of warrants   57,147    6    (6)   -    - 
Net loss   -    -    -    (461,682)   (461,682)
Balance as of March 31, 2021   35,305,660   $3,531   $1,639,038   $(1,722,822)  $(80,253)
                          
Common stock issued to third party for services   47,000    4    82,246    -    82,250 
Warrants issued to third parties in conjunction with debt issuance   -    -    34,118    -    34,118 
Beneficial conversion feature in conjunction with debt issuance   -    -    15,882    -    15,882 
Common stock issued for cash   1,172,000    117    1,464,883    -    1,465,000 
Common stock issued to third parties in conjunction with conversion of debt   157,143    16    109,984    -    110,000 
Net loss   -    -    -    (649,861)   (649,861)
Balance as of June 30, 2021   36,681,803   $3,669   $3,346,151   $(2,372,683)  $977,137 
                          
Common stock issued to third party for services   47,000    5    46,995    -    47,000 
Net loss   -    -    -    (665,904)   (665,904)
Balance as of September 30, 2021   36,728,803   $3,673   $3,393,146   $(3,038,587)  $358,232 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6

 

 

SIGYN THERAPEUTICS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   2021   2020 
   For the Nine Months Ended September 30, 
   2021   2020 
         
Cash flows from operating activities:          
Net loss  $(1,777,447)  $(807,568)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   1,279    - 
Amortization expense   15,305    600 
Stock issued for services   211,500    - 
Accretion of debt discount   286,391    210,836 
Accretion of original issuance costs   44,683    24,875 
Changes in operating assets and liabilities:          
Prepaid expenses   -    - 
Other current assets   (27,509)   - 
Other assets   (20,711)   - 
Accounts payable   16,869    180 
Accrued payroll and payroll taxes   (15,273)   22,021 
Other current liabilities   43,692    - 
Net cash used in operating activities   (1,221,221)   (549,056)
           
Cash flows from investing activities:          
Purchase of property and equipment   (20,205)   - 
Website development costs   -    (10,799)
Net cash used in investing activities   (20,205)   (10,799)
           
Cash flows from financing activities:          
Proceeds from short-term convertible notes   250,000    925,000 
Repayment of short-term convertible notes   (55,000)   - 
Common stock issued for cash   1,465,000    - 
Net cash provided by financing activities   1,660,000    925,000 
           
Net increase in cash   418,574    365,145 
           
Cash at beginning of period   84,402    - 
Cash at end of period  $502,976   $365,145 
           
Supplemental disclosures of cash flow information:          
Cash paid during the period for:          
Interest  $-   $- 
Income taxes  $-   $- 
           
Non-cash investing and financing activities:          
Beneficial conversion feature in conjunction with debt issuance  $101,972   $- 
Warrants issued to third parties in conjunction with debt issuance  $148,028   $223,560 
Original issue discount issued in conjunction with debt  $30,000   $85,500 
Common stock issued to third parties in conjunction with conversion of debt  $110,000   $- 
Issuance of common stock in conjunction with cashless exercise of warrants  $6   $- 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

7

 

 

SIGYN THERAPEUTICS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Corporate History and Background

 

Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) was incorporated on October 29, 2019 in the State of Delaware. We are a development-stage therapeutic technology company that is headquartered in San Diego, California USA. Our primary focus is directed toward a significant unmet need in global health: the treatment of acute life-threatening inflammatory conditions that are precipitated by Cytokine Storm Syndrome (“The Cytokine Storm” or “Cytokine Release Syndrome”) and not addressed with approved drug therapies. Cytokine Storm Syndrome is a dysregulated immune response that can be induced by a wide range of infectious and non-infectious conditions. A hallmark of the Cytokine Storm is an over-production of inflammatory cytokines, which can destroy tissue, trigger multiple-organ failure and cause death.

 

On October 19, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) completed a Share Exchange Agreement (the “Agreement”) with our organization (Sigyn Therapeutics) that resulted in the registrant acquiring 100% of our issued and outstanding shares of common stock in exchange for 75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding (the “Acquisition”). In conjunction with the transaction, the Registrant changed its name to Sigyn Therapeutics, Inc. pursuant to an amendment to its articles of incorporation that was filed with the State of Delaware. Subsequently, the Registrant’s trading symbol was changed to SIGY. The Acquisition was treated by the Company as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). For accounting purposes, Sigyn is considered to have acquired the Registrant as the accounting acquirer because: (i) Sigyn stockholders own 75% of the combined company, on an as-converted basis, immediately following the Closing Date, (ii) Sigyn directors hold a majority of board seats in the combined company and (iii) Sigyn management held all key positions in the management of the combined company. Accordingly, Sigyn’s historical results of operations will replace the registrant’s historical results of operations for all periods prior to the Acquisition and, for all periods following the Acquisition, the results of operations of the combined company will be included in the Company’s financial statements. The Acquisition was treated as a “tax-free exchange” under Section 368 of the Internal Revenue Code of 1986 and resulted in the Sigyn corporate entity (established on October 29, 2019) to become a wholly owned subsidiary of the Registrant. Among the conditions for closing the acquisition, the Registrant extinguished all previously reported liabilities, its preferred class of shares, and all stock purchase options. As a result, the reported liabilities totaling $3,429,516 were converted into a total of 7,907,351 common shares. Additionally, assets held on the books of Reign Resources Corporation, such as Gem inventory, was kept in the Company and therefore recorded as assets on the Share Exchange date. The Registrant’s Board of Directors appointed James A. Joyce and Craig P. Roberts to serve as members of the Registrant’s Board of Directors upon closing of the Acquisition.

 

As of November 12, 2021, we have a total 37,295,803 shares issued and outstanding, of which 11,655,083 shares are held by non-affiliate shareholders.

 

About Sigyn Therapy

 

Sigyn Therapy is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum depletion of inflammatory targets from the bloodstream. Sigyn Therapy’s mechanism of action allows for it to be implemented on the established infrastructure of dialysis and CRRT machines that are already located in hospitals and clinics worldwide. Cytokine Storm Syndrome is a hallmark of sepsis, which is the most common cause of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver failure such as Hepatic Encephalopathy, which is associated with elevated levels of toxins and inflammatory cytokines in the bloodstream.

 

8

 

 

Recent Developments

 

Since December 1, 2020, we have reported the results from a series of in vitro blood purification studies that have demonstrated the expansive capabilities of Sigyn Therapy to address pathogen sources of inflammation, deadly toxins and relevant inflammatory mediators.

 

Among the therapeutic targets validated were viral pathogens (including COVID-19), bacterial endotoxin, relevant inflammatory cytokines (Interleukin-1 beta, Interleukin-6 and Tumor Necrosis Factor alpha) and hepatic toxins (ammonia, bilirubin, and bile acid). We also completed a study that modeled our ability to capture CytoVesicles that transport inflammatory cargos throughout the bloodstream.

 

Contributing to these expansive capabilities is a formulation of adsorbent components that are incorporated within Sigyn Therapy. Our adsorbent formulation provides more than 170,000 square meters of surface area on which to adsorb and remove bloodstream targets. This equates to more than 40 acres of surface adsorption area in each adult version of Sigyn Therapy. To date, we have demonstrated that Sigyn Therapy can addresses inflammatory targets as well as pathogen sources of inflammation whose molecular size can exceed 100 nanometers in size.

 

On July 29, 2020, we disclosed the completion of our first-in-mammal pilot study that demonstrated the safe administration of Sigyn Therapy during six-hour treatment exposures. In coming months, we plan to continue our collection of animal safety data, which will be included in an Investigational Device Exemption (IDE) that we are drafting for submission to The United States Food and Drug Administration (FDA) to support the potential initiation of human clinical studies. However, there is no assurance that FDA will permit the initiation of our proposed human studies in the United States.

 

Since January 1, 2020, we have raised a total of $2,840,010 through the sale of Common Shares of $1,865,000 and convertible promissory debentures of $975, 010 in transactions exempt from registration under section 4(a)(2) of the Securities Act.

NOTE 2 – BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented.

 

The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.

 

Going Concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $3,039,000 at September 30, 2021, had working capital of $287,000 at September 30, 2021 and $76,000 at December 31, 2020, respectively, had a net loss of $666,000 and $1,777,000 for the three and nine months ended September 30, 2021, and net cash used in operating activities of $1,221,000 for the nine months ended September 30, 2021, with no revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

While the Company is attempting to expand its research and development activities, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 

The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

9

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the unaudited condensed consolidated financial statements.

 

Use of Estimates

 

The preparation of these unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the unaudited condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: realizability of inventory, common stock valuation, and the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

 

Cash

 

The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 for all single accounts owned by the same person at the same bank. The Company has not experienced any cash losses.

 

Income Taxes

 

Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the consolidated Statements of Operations.

 

ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the adoption of ASC 740-10 and currently, the Company does not have a liability for unrecognized income tax benefits.

 

Advertising and Marketing Costs

 

Advertising expenses are recorded as general and administrative expenses when they are incurred. The Company had no advertising expenses for the three and nine months ended September 30, 2021, respectively, and had $400 and $505 for the three and nine months ended September 30, 2020, respectively.

 

10

 

 

Inventories

 

In conjunction with the October 19, 2020 Share Exchange Agreement, the Company kept the gem inventory of Reign Resources Corporation. Inventories are stated at the lower of cost or market (net realizable value) on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of September 30, 2021 and December 31, 2020, the Company carried primarily loose sapphire jewels, jewelry for sale on our website, and jewelry held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of September 30, 2021. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of September 30, 2021.

 

Property and Equipment

 

Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.

 

Intangible Assets

 

Intangible assets consist primarily of website development costs. Our intangible assets are being amortized on a straight-line basis over a period of three years.

 

Assignment of Patent

 

On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s CTO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood in exchange for founder’s shares.

 

Impairment of Long-lived Assets

 

We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.

 

Our impairment analysis requires management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. As of September 30, 2021 and December 31, 2020, the Company had not experienced impairment losses on its long-lived assets.

 

Fair Value of Financial Instruments

 

The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2021 and December 31, 2020, the fair value of cash, accounts payable, accrued expenses, and notes payable approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

 

11

 

 

Fair Value Measurements

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

 

  Level 1 – Quoted prices in active markets for identical assets or liabilities.
     
  Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
     
  Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities

 

The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.

 

Basic and diluted earnings per share

 

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

 

There were no potential dilutive securities outstanding for the three and nine months ended September 30, 2021 and 2020.

 

Stock Based Compensation

 

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. We apply this statement prospectively.

 

12

 

 

Non-Employee Stock Based Compensation

 

In accordance with ASC 505, Equity Based Payments to Non-Employees, issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

 

Concentrations, Risks, and Uncertainties

 

Business Risk

 

Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure.

 

The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to raise additional capital and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. Currently, these contingencies include general economic conditions, price of components, competition, and governmental and political conditions.

 

Interest rate risk

 

Financial assets and liabilities do not have material interest rate risk.

 

Credit risk

 

The Company is exposed to credit risk from its cash in banks. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions.

 

Seasonality

 

The business is not subject to substantial seasonal fluctuations.

 

Major Suppliers

 

Sigyn Therapy is comprised of components that are supplied by various industry vendors. Additionally, the Company is reliant on third-party organizations to conduct clinical development studies that are necessary to advance Sigyn Therapy toward the marketplace.

 

Should the relationship with an industry vendor or third-party clinical development organization be interrupted or discontinued, it is believed that alternate component suppliers and third-party clinical development organizations could be identified to support the continued advancement of Sigyn Therapy.

 

Recent Accounting Pronouncements

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and had an immaterial impact from this standard.

 

13

 

 

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company adopted the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and had an immaterial impact from this standard.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740, Income Taxes, while also clarifying and amending existing guidance, including interim-period accounting for enacted changes in tax law. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU No. 2019-12 in the first quarter of fiscal 2021, coinciding with the standard’s effective date, and had an immaterial impact from this standard.

 

Other recently issued accounting updates are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following as of:

 

   Estimated Life  September 30, 2021   December 31, 2020 
            
Office equipment  5 years  $22,279   $2,074 
Accumulated depreciation      (1,625)   (346)
      $20,654   $1,728 

 

Depreciation expense was $432 and $1,279 and $0 and $0 for the three and nine months ended September 30, 2021 and 2020, respectively, and is classified in general and administrative expenses in the condensed consolidated Statements of Operations.

 

NOTE 5 – INTANGIBLE ASSETS

 

Intangible assets consisted of the following as of:

 

   Estimated life  September 30, 2021   December 31, 2020 
Trademarks  3 years  $22,061   $22,061 
Website  3 years   10,799    10,799 
Accumulated amortization      (26,260)   (10,955)
      $6,600   $21,905 

 

As of September 30, 2021, estimated future amortization expenses related to intangible assets were as follows: 

 

   Intangible Assets 
2021 (remaining 3 months)  $900 
2022   3,600 
2023   2,100 
Total  $6,600 

 

14

 

 

The Company had amortization expense of $900 and $15,305 and $360 and $600 for the three and nine months ended September 30, 2021 and 2020, respectively.

 

On January 8, 2020, James Joyce, the Company’s CEO and Craig Roberts, the Company’s CTO, assigned to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction of pro-inflammatory cytokines in blood in exchange for founder’s shares.

 

NOTE 6 – CONVERTIBLE PROMISSORY DEBENTURES

 

Convertible notes payable consisted of the following:

 

   September 30, 2021   December 31, 2020 
         
February 10, 2021 ($110,000)0% interest per annum outstanding principal and interest due February 10, 2022  $110,000   $- 
January 28, 2020 ($385,000)8% interest per annum outstanding principal and interest due October 20, 2021   385,000    385,000 
June 23, 2020 ($55,000)0% interest per annum outstanding principal and interest due October 20, 2021   55,000    50,000 
September 17, 2020 ($181,500)0% interest per annum outstanding principal and interest due October 20, 2021   181,500    181,500 
           
Total convertible notes payable   731,500    616,500 
Original issue discount   (4,984)   (19,667)
Debt discount   (41,773)   (78,165)
           
Total convertible notes payable  $684,743   $518,668 

 

Principal payments on convertible promissory debentures are due as follows:

 

Year ending December 31,    
2021 (remaining 3 months)  $609,827 
2022   74,916 
Total  $684,743 

 

Current Noteholders

 

Osher – $110,000

 

On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 157,143 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $100,000 which was issued at a $10,000 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 $0.70 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $110,000, into 157,143 common shares (see Note 12).

 

15

 

 

Osher – $385,000

 

On January 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $385,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants to purchase up to an aggregate of 80,209 shares of the Company’s Common Stock at an exercise price of $7.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the note and warrants was $350,005 which was issued at a $34,995 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 $0.094 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

 

  The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share.
  The parties amended the Note to provide for interest at 8% per annum.
  The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

 

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12):

 

  The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
  The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
  In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

 

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares (see Note 12).

 

Osher – $50,000 (as amended on October 20, 2020 to $55,000)

 

On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at a $0 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

 

  The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note.
  The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

 

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12):

 

  The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
  The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
  In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

 

Osher – $181,500

 

On September 17, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 8,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $165,000 which was issued at a $16,500 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

 

  The parties amended the Warrants dated September 17, 2020, for the number of warrant shares from 8,250 warrant shares to 465,366 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

 

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows (see Note 12):

 

  The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
  The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
  In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

 

16

 

 

Previous Noteholders

 

Previous Noteholder – $50,000 (as amended on October 20, 2020 to $55,000)

 

On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at a $0 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

 

  The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at an amended $5,000 original issue discount from the face value of the Note.
  The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

 

On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $55,000, into 141,020 common shares.

 

Previous Noteholder - $25,000 (as amended on October 20, 2020 to $27,500)

 

On August 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $25,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 5,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $25,000 which was issued at a $0 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

 

  The parties amended the Note for the aggregate principal amount from $25,000 to $27,500. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $25,000 which was issued at an amended $2,500 original issue discount from the face value of the Note.
  The parties amended the Warrants dated August 18, 2020, for the number of warrant shares from 5,000 warrant shares to 70,510 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

 

On October 28, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $27,500, into 70,510 common shares.

 

On February 19, 2021, the previous noteholder exercised the warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021.

 

17

 

 

Previous Noteholder – $93,500

 

On September 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $93,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 4,250 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $85,000 which was issued at a $8,500 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

 

  The parties amended the Warrants dated September 18, 2020, for the number of warrant shares from 4,250 warrant shares to 239,734 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

 

On December 2, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $93,500, into 239,734 common shares.

 

Previous Noteholder - $165,000

 

On September 21, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $165,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 7,500 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $150,000 which was issued at a $15,000 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and the previous noteholder amended the convertible debt agreement as follow on October 20, 2020:

 

  The parties amended the number of shares from the Warrants dated September 21, 2020, for the number of warrant shares from 7,500 warrant shares to 423,060 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from September 30, 2021 to October 20, 2021.

 

On November 5, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $165,000, into 423,060 common shares.

 

Previous Noteholder – $27,500 (as amended on October 20, 2020 to $22,000)

 

On September 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $27,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 28, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at a $7,500 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

 

  The parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000 original issue discount from the face value of the Note.

 

18

 

 

  The parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

 

On October 27, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $22,000, into 56,408 common shares.

 

Previous Noteholder – $33,000

 

On September 29, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to a previous noteholder of (i) $33,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,500 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $30,000 which was issued at a $3,000 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and the previous noteholder amended the convertible debt agreement as follows on October 20, 2020:

 

  The parties amended the Warrants dated September 29, 2020, for the number of warrant shares from 1,500 warrant shares to 84,612 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

 

On October 26, 2020, the previous noteholder elected to convert the aggregate principal amount of the Note, $33,000, into 84,612 common shares.

 

Previous Noteholder – $110,000

 

On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to a previous noteholder of (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by the previous noteholder and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 157,143 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $100,000 which was issued at a $10,000 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 $0.70 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

On May 10, 2021, the previous noteholder elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s common stock.

 

Previous Noteholder – $55,000

 

On May 4, 2021, the Company repaid the aggregate principal amount of a $55,000 convertible debenture that was entered into on April 7, 2021 with a previous noteholder. The note was a 10% Original Issue Discount Senior Convertible Debenture (the “Note”) which included a five-year Common Stock Purchase Warrant (“Warrants’) to purchase up to an aggregate of 71,429 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from the previous noteholder for the issuance of the Note and Warrants was $50,000 which was issued at a $5,000 original issue discount from the face value of the Note.

 

19

 

 

NOTE 7 – STOCKHOLDERS’ Equity

 

The Company issued 500,000 restricted common shares to founder’s, valued at $50 (based on the par value on the date of grant) in exchange for patient rights. The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933.

 

The Company has authorized 1,000,000,000 shares of par value $0.0001 common stock, of which 500,000 shares are outstanding at December 31, 2020.

 

On January 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On February 19, 2021, a previous noteholder exercised warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021 (see Note 6).

 

On April 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

In April 2021, the Company initiated a private placement of up to $1.5 million of the Company’s restricted common shares. The offering allowed for qualified investors to purchase one share of the Company’s common stock $1.25. For each share purchased, the qualified investors received a five-year warrant to purchase one share of common stock at $1.75 per share. On May 10, 2021, the Company closed the offering to investors and subsequently disclosed that it had entered into securities purchase agreements with accredited investors that resulted in the issuance of 1,172,000 shares of common stock and warrants to purchase an aggregate of 1,172,000 shares of the Company’s common stock for total proceeds totaling $1,465,000. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On May 10, 2021, Brio Capital elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s common stock (see Note 6).

 

On July 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $47,000 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

During the nine months ended September 30, 2021, the Company issued 1,313,000 shares common shares to third parties for services and cash and 157,143 common shares to third parties in conjunction with the conversion of convertible promissory debentures (see Note 6).

 

NOTE 8 – OPERATING LEASES

 

The Company adopted ASC 842 as of December 31, 2019. The Company has an operating lease for the Company’s corporate office and accounts for this lease in accordance with ASC 842. Adoption of the standard resulted in the initial recognition of operating lease ROU asset of $290,827 and operating lease liability of $290,827 as of June 15, 2021.

 

On May 27, 2021, the Company entered into a sixty-three month lease for its corporate office at $5,955 per month commencing June 15, 2021 maturing September 30, 2026.

 

20

 

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Our variable lease payments primarily consist of maintenance and other operating expenses from our real estate leases. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

 

We have lease agreements with lease and non-lease components. We have elected to account for these lease and non-lease components as a single lease component. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term.

 

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 

In accordance with ASC 842, the components of lease expense were as follows:  

 

   Nine Months ended
September 30,
   Three Months ended
September 30,
 
   2021   2020   2021   2020 
Operating lease expense  $24,094   $-   $18,070   $- 
Short term lease cost  $-   $-   $-   $- 
Total lease expense  $24,094   $-   $18,070   $- 

 

In accordance with ASC 842, other information related to leases was as follows:        

 

Nine Months ended September 30,   2021    2020 
Operating cash flows from operating leases  $9,131   $- 
Cash paid for amounts included in the measurement of lease liabilities  $9,131   $- 
           
Weighted-average remaining lease term—operating leases   4.92 years     - 
Weighted-average discount rate—operating leases   10%   - 

 

In accordance with ASC 842, maturities of operating lease liabilities as of September 30, 2021 were as follows:

     

Year ending:  Operating Lease 
2021 (remaining three months)  $11,911 
2022   72,714 
2023   74,895 
2024   77,142 
2025   79,456 
Thereafter   54,225 
Total undiscounted cash flows  $370,342 
      
Reconciliation of lease liabilities:     
Weighted-average remaining lease terms    4.92 years  
Weighted-average discount rate   10%
Present values  $291,331 
      
Lease liabilities—current   38,524 
Lease liabilities—long-term   252,807 
Lease liabilities—total  $291,331 
      
Difference between undiscounted and discounted cash flows  $79,011 

 

Operating lease cost was $18,070 and $24,094, and $0 and $0 for the three and nine months ended September 30, 2021 and 2020, respectively.

 

21

 

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

Other than as set forth below, and as disclosed in Notes 5, 7, and 11, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest.

 

Employment Agreements

 

Mr. Joyce receives an annual base salary of $455,000, plus bonus compensation not to exceed 50% of salary. Mr. Joyce’s employment also provides for medical insurance, disability benefits and one year of severance pay if his employment is terminated without cause or due to a change in control. Additionally, the Company has agreed to maintain a beneficial ownership target of 9% for Mr. Joyce. Mr. Joyce’s compensation was approved by the Reign Resources Corporation Board of Directors on October 6, 2020 and was among conditions of the Share Exchange Agreement that was completed with Sigyn Therapeutics on October 19, 2020. The Company incurred compensation expense of $112,500 and $337,500, and $91,800 and $195,260, and employee benefits of 10,104 and $19,000, and $5,106 and $15,318 for the three and nine months ended September 30, 2021 and 2020, respectively.

 

Sigyn had no employment agreement with its Chief Technology Officer (“CTO”) but Sigyn still incurred compensation on behalf of the CTO. The Company incurred compensation expense of $60,000 and $180,000, and $65,000 and $133,016, and employee benefits of $3,261 and $12,157, and $5,106 and $15,318, for the three and nine months ended September 30, 2021 and 2020, respectively.

 

Bonus

 

On July 21, 2021, as a result of achieving certain milestones, the Board of Directors agreed to pay each of the Company’s CEO and CTO a performance bonus equal to 5% of their annual salary totaling $34,750.

 

NOTE 10 – EARNINGS PER SHARE

 

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

 

Basic and diluted earnings (loss) per share are the same since net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect.

 

The following table sets forth the computation of basic and diluted net income per share:

 

  

Nine Months Ended

September 30,

  

Three Months Ended

September 30,

 
   2021   2020   2021   2020 
                 
Net loss attributable to the common stockholders  $(1,777,447)  $(807,568)  $(665,904)  $(295,990)
                     
Basic weighted average outstanding shares of common stock   36,138,191    500,000    36,721,651    500,000 
Dilutive effect of options and warrants   -    -    -    - 
Diluted weighted average common stock and common stock equivalents   36,138,191    500,000    36,721,651    500,000 
                     
Loss per share:                    
Basic and diluted  $(0.05)  $(1.62)  $(0.02)  $(0.59)

 

22

 

 

NOTE 11 – COMMITMENTS AND CONTINGENCIES

 

Legal

 

From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.

 

Media Advertising Agreement

 

On May 13, 2021, the Company mutually terminated the Media Relations Agreement (“Media Agreement”) with a third party for marketing and to promote brand awareness that was entered into on February 10, 2021. The Company agreed to pay $25,000 due in cash at the execution of the Media Agreement. No shares were issued in conjunction with the Media Agreement.

 

NOTE 12 – SUBSEQUENT EVENTS

 

Convertible Promissory Debenture

 

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares.

 

On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $110,000, into 157,143 common shares.

 

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows:

 

  The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
  The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
  In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

 

Common Stock

 

On November 3, 2021, the Company entered into a three-month Advertising and Marketing Consulting Agreement (“Agreement”) with a third party. The Company agreed to pay $20,000 per month and issue 15,000 shares of the Company’s common stock on the 60th day of the term of the Agreement. This issuance will be pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On October 20, 2021, the entered into a securities purchase agreement with an accredited investor that resulted in the issuance of 320,000 shares of common stock and warrants to purchase an aggregate of 320,000 shares of the Company’s common stock for total proceeds totaling $400,000. The offering allowed for qualified investors to purchase one share of the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On October 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $37,600 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

23

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Special Note Regarding Forward Looking Statements.

 

This quarterly report on Form 10-Q of Sigyn Therapeutics, Inc. for the period ended September 30, 2021 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

 

The following are factors that could cause actual results or events to differ materially from those anticipated and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the cost and effects of legal proceedings.

 

You should not rely on forward looking statements in this quarterly report. This quarterly report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report. Our actual results could differ materially from those anticipated in these forward-looking statements.

 

Recent Developments

 

Common Stock

 

On November 3, 2021, the Company entered into a three-month Advertising and Marketing Consulting Agreement (“Agreement”) with a third party. The Company agreed to pay $20,000 per month and issue 15,000 shares of the Company’s common stock on the 60th day of the term of the Agreement. This issuance will be pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares.

 

On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $110,000, into 157,143 common shares.

 

On October 20, 2021, the entered into a securities purchase agreement with an accredited investor that resulted in the issuance of 320,000 shares of common stock and warrants to purchase an aggregate of 320,000 shares of the Company’s common stock for total proceeds totaling $400,000. The offering allowed for qualified investors to purchase one share of the Company’s common stock at $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.25 per share. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On October 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $37,600 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On July 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $47,000 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

24

 

 

On May 10, 2021, Brio Capital elected to convert the aggregate principal amount of a $110,000 convertible note issued on February 10, 2021 into 157,143 shares of the Company’s common stock.

 

In April 2021, the Company initiated an offering of up to $1.5 million of the Company’s restricted common shares. The offering allowed for qualified investors to purchase one share of the Company’s common stock $1.25. For each share purchased, the investor received a five-year warrant to purchase one share of common stock at $1.75 per share. On May 10, 2021, the Company closed the offering to investors and subsequently disclosed that it had entered into securities purchase agreements with accredited investors that resulted in the issuance of 1,172,000 shares of common stock and warrants to purchase an aggregate of 1,172,000 shares of the Company’s common stock for total proceeds totaling $1,465,000. No commissions were paid in the offering. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On April 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for marketing and to promote brand awareness. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

On February 19, 2021, a previous noteholder exercised warrants pursuant to the cashless exercise provision of the warrant agreement into 57,147 common shares. The common shares have not been issued as of November 10, 2021.

 

On January 14, 2021, the Company issued a total of 47,000 shares of its restricted common stock valued at $82,250 (based on the stock price of the Company’s common stock on the date of issuance) to a third party, for communications to the financial industry. This issuance was pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, in a transaction exempt from registration.

 

During the nine months ended September 30, 2021 and 2020, the Company issued 1,313,000 shares common shares to third parties for services and cash, 157,143 common shares to third parties in conjunction with the conversion of convertible promissory debentures, and 57,147 common shares to a third party with the exercise of warrants.

 

Convertible Notes Payable

 

Current Noteholders

 

Osher – $110,000

 

On February 10, 2021, the Company entered into an Original Issue Discount Senior Convertible Debenture (the “Note”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $110,000 aggregate principal amount of Note due February 11, 2022 based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 157,143 shares of the Company’s Common Stock at an exercise price of $1.20 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $100,000 which was issued at a $10,000 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 $0.70 per share, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

On October 25, 2021, Osher elected to convert the aggregate principal amount of the Note, $110,000, into 157,143 common shares.

 

Osher – $457,380

 

On January 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $385,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture due January 26, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants to purchase up to an aggregate of 80,209 shares of the Company’s Common Stock at an exercise price of $7.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the note and warrants was $350,005 which was issued at a $34,995 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 $0.094 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

25

 

 

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

 

  The parties amended the Warrants dated January 28, 2020, for the number of warrant shares from 80,209 warrant shares to 4,113,083 warrant shares at an exercise price of $0.14 per share.
  The parties amended the Note for the maturity date from June 23, 2021 to October 20, 2021.

 

On October 22, 2021, the Company and Osher amended convertible debt agreements as follows:

 

  The parties amended the October 20, 2020 Notes for the maturity date from October 20, 2021 to October 20, 2022.
  The parties amended the October 20, 2020 Notes for the aggregate principal amount and accrued interest from $652,300 to $717,530 which is issued at a $65,230 original issue discount from the face value of the October 20, 2020 Notes now due October 20, 2022.
  In exchange for the extension of the Note, the Company issued Osher five-year warrants to purchase an aggregate of 450,000 shares of the Company’s common stock at an exercise price of $1.00 per share.

 

On October 28, 2021, Osher elected to convert $16,714 of the aggregate principal amount of the Note of $385,000, into 42,857 common shares.

 

Osher – $60,500

 

On June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to institutional investor Osher Capital Partners LLC (“Osher”) of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 paid by Osher and (ii) five-year Common Stock Purchase Warrants (“Warrants”) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at a $0 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 $0.39 per share, as amended on October 20, 2020, subject to adjustment as provided therein, such as stock splits and stock dividends.

 

The Company and Osher amended the convertible debt agreement as follow on October 20, 2020:

 

  The parties amended the Note for the aggregate principal amount from $50,000 to $55,000. The aggregate cash subscription amount received by the Company from Osher for the issuance of the Note and Warrants was $50,005 which was issued at an amended $4,995 original issue discount from the face value of the Note.
  The parties amended the Warrants dated June 23, 2020, for the number of warrant shares from 10,000 warrant shares to 141,020 warrant shares at an exercise price of $0.59 per share.
  The parties amended the Note for the maturity date from June 23, 2021