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Sigyn Therapeutics (SIGY) adds short-term 8% discounted convertible notes for cash

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Form Type
8-K

Rhea-AI Filing Summary

Sigyn Therapeutics, Inc. entered into three one-year convertible note purchase agreements with institutional investors, raising small amounts of short-term funding through unregistered securities.

On February 12, 2026, the company issued two convertible notes: one to Brio Capital Master Fund, Ltd and one to Osher Capital Partners, LLC, each with a principal amount of $22,222.22 and providing gross proceeds of $20,000.00. On February 6, 2026, it issued a third note to Lambda Venture Partners, LLC with a principal amount of $27,777.77 and net proceeds of $21,500.00 after legal fees.

Each note bears interest at 8% per year and is convertible at the holder’s option into common stock at a price equal to a 35% discount to the lowest traded price of Sigyn’s common shares during the 20 trading days before a conversion notice. No stock purchase warrants were issued, and the issuances are described as exempt from registration under Section 4(a)(2) of the Securities Act.

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Insights

Sigyn uses small, discounted convertible notes for short-term funding.

Sigyn Therapeutics entered three one-year convertible notes with principals of $22,222.22, $22,222.22, and $27,777.77, at 8% interest. These bring in modest cash proceeds from Brio Capital, Osher Capital Partners, and Lambda Venture Partners without issuing warrants.

The notes are convertible at a 35% discount to the lowest traded price over the 20 trading days before conversion. This structure typically increases potential dilution because more shares are issued when the stock trades lower. Actual impact depends on future trading prices and how much each holder chooses to convert.

The securities were issued in unregistered transactions under Section 4(a)(2) to sophisticated investors. The notes mature in one year, so decisions to repay in cash or accept equity conversions will shape outcomes over that period, with details likely reflected in subsequent periodic reports.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): February 20, 2026 (February 6, 2026)

 

SIGYN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   000-55575   84-4210559
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

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

 

Registrant’s telephone number, including area code: 619.353.0800

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

ITEM 1.01 Entry Into a Material Definitive Agreements

 

On February 12, 2026, Sigyn Therapeutics, Inc. (the “Company”) entered into a one-year Convertible Note Purchase Agreement (the “Purchase Agreement”) with Brio Capital Master Fund, Ltd, in the principal amount of $22,222.22, which resulted in gross proceeds of $20,000.00 to the Company. The note bears interest at 8% per annum and convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to a 35% discount to the lowest traded price of the Company’s common shares during the twenty (20) trading days immediately prior to the date on the notice of conversion. The issuances of the foregoing securities are exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are sophisticated investors and familiar with the Company’s operations. No stock purchase warrants were issued as part of the agreement.

 

On February 12, 2026, Sigyn Therapeutics, Inc. (the “Company”) entered into a one-year Convertible Note Purchase Agreement (the “Purchase Agreement”) with Osher Capital Partners, LLC, in the principal amount of $22,222.22, which resulted in gross proceeds of $20,000.00 to the Company. The note bears interest at 8% per annum and convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to a 35% discount to the lowest traded price of the Company’s common shares during the twenty (20) trading days immediately prior to the date on the notice of conversion. The issuances of the foregoing securities are exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are sophisticated investors and familiar with the Company’s operations. No stock purchase warrants were issued as part of the agreement.

 

On February 6, 2026, Sigyn Therapeutics, Inc. (the “Company”) entered into a one-year Convertible Note Purchase Agreement (the “Purchase Agreement”) with Lambda Venture Partners, LLC, in the principal amount of $27,777.77, which resulted in net proceeds of $21,500.00 to the Company after the payment of related legal fees. The note bears interest at 8% per annum and convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price equal to a 35% discount to the lowest traded price of the Company’s common shares during the twenty (20) trading days immediately prior to the date on the notice of conversion. The issuances of the foregoing securities are exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Sellers are sophisticated investors and familiar with the Company’s operations. No stock purchase warrants were issued as part of the agreement.

 

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

 

Item 3.02 Unregistered Sale of Securities.

 

See Item 1.01.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

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

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SIGYN THERAPEUTICS, INC.
   
Date: February 20, 2026 By: /s/ James A. Joyce
    James A. Joyce, Chairman and CEO

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Sigyn Therapeutics (SIGY) enter into in February 2026?

Sigyn Therapeutics entered three one-year convertible note purchase agreements in February 2026 with Brio Capital, Osher Capital Partners, and Lambda Venture Partners, raising cash through short-term debt that can be converted into common stock at investor option.

How much cash did Sigyn Therapeutics (SIGY) receive from the new convertible notes?

The company received gross proceeds of $20,000.00 each from Brio Capital and Osher Capital Partners, and net proceeds of $21,500.00 from Lambda Venture Partners after legal fees, providing multiple small funding sources via short-term convertible debt instruments.

What are the interest rate and maturity of Sigyn Therapeutics’ new notes?

Each convertible note bears interest at 8% per annum and has a one-year term. This means Sigyn must either repay the notes in cash or see them converted into common stock within approximately one year from their respective February 2026 issuance dates.

How is the conversion price determined for Sigyn Therapeutics’ February 2026 notes?

The notes are convertible at the holder’s option into common stock at a price equal to a 35% discount to the lowest traded price of Sigyn’s common shares during the twenty trading days immediately before the holder’s notice of conversion, potentially increasing dilution when prices are low.

Were any warrants issued with Sigyn Therapeutics’ February 2026 convertible notes?

No, the company explicitly states that no stock purchase warrants were issued as part of these February 2026 convertible note agreements, so investor upside is limited to interest and conversion rights without additional warrant-based equity participation.

Were Sigyn Therapeutics’ new notes registered with the SEC?

The company states that the issuances were exempt from SEC registration under Section 4(a)(2) of the Securities Act, explaining that the investors are sophisticated and familiar with Sigyn’s operations, allowing a private placement rather than a public registered offering.

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