Private Placement Form 8 K

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

From October 7, 2024 through October 11, 2024, Sigyn Therapeutics, Inc. (the "Company") entered into Warrant Exchange Agreements with fifteen (15) holders of Stock Purchase Warrants that were issued between September 1, 2023 and September 23, 2024 (the "Warrants") to exchange their Warrants for newly issued shares of the Company's Common Stock. The agreements resulted in 246,259 stock purchase warrants being extinguished in exchange for the issuance of 184,699 restricted shares of the Company's Common Stock. As a result, the Company has no Stock Purchase Warrants outstanding at this time. No brokerage or finders' fees were paid in connection with these transactions. The shares of Common Stock were issued restricted with a standard Rule 144 legend. The issuances of the foregoing securities is 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.

As a result of these issuances, the number of outstanding common shares of the Company has increased from 1,420,678 to 1,605,377.