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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sigyn Therapeutics, Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| September 5, 2025 |
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 June 30, 2025 ☐ 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. |
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| August 15, 2025 |
Exhibit 99.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 8, 2025, (the “Execution Date”), is entered into by and between SIGYN THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LAMBDA VENTURE PARTNERS, LLC, a Florida limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Sec |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report |
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| August 15, 2025 |
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): August 14, 2025 (August 7, 2025) SIGYN THERAPEUTICS, INC. |
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| May 20, 2025 |
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 March 31, 2025 ☐ 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. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ 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. (Exa |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Rep |
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| March 7, 2025 |
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 26, 2025 SIGYN THERAPEUTICS, INC. |
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| March 7, 2025 |
Sigyn CEO Note: Combating the Rising Threat of New Pandemic Viruses Exhibit 99.1 Sigyn CEO Note: Combating the Rising Threat of New Pandemic Viruses SAN DIEGO, March 05, 2025 — Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) (OTCQB: SIGY), today released the following note authored by its Chairman and CEO, Jim Joyce. Dear Readers, Aside from ongoing COVID infections and one of the deadliest influenza seasons in a quarter century, the range of life-threatening |
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| March 7, 2025 |
Exhibit 99.2 |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 11, 2025 SIGYN THERAPEUTICS, INC. |
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| January 6, 2025 |
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): December 30, 2024 SIGYN THERAPEUTICS, INC. |
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| January 6, 2025 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGYN THERAPEUTICS, INC. SIGYN THERAPEUTICS, INC. (the “Corporation”) a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The name of the Corporation is Sigyn Therapeutics, Inc. The Corporation’s |
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| November 19, 2024 |
Form of Warrant Exchange for October 2024 Exchange of Warrants for Common Stock** Exhibit 10.2 SHARE FOR WARRANT EXCHANGE AGREEMENT THIS WARRANT EXCHANGE AGREEMENT (the “Agreement”) is made as of the XXth day of October 2024, by and between Sigyn Therapeutics, Inc., a Delaware corporation (the “Company”) located at 2468 Historic Decatur Road, Suite 140, San Diego, CA. 92106, and XXXXX (the “Holder”). RECITALS WHEREAS, the Holder currently holds a warrant or warrants to purchase |
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| November 19, 2024 |
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, 2024 ☐ 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, |
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| November 19, 2024 |
Form of Notice of Conversion for September 2024 Conversion of Convertible Debentures** Exhibit 10.1 ANNEX A NOTICE OF CONVERSION The undersigned hereby elects to convert principal under the Senior Convertible Debenture due [ ] of Sigyn Therapeutics Inc. (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the und |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Re |
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| October 16, 2024 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. |
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| October 16, 2024 |
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): October 7, 2024 SIGYN THERAPEUTICS, INC. |
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| October 7, 2024 |
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): October 4, 2024 (September 30, 2024) SIGYN THERAPEUTICS, INC. |
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| August 30, 2024 |
2468 Historic Decatur Rd. Suite 140 San Diego, CA 92106 Phone 619-353-0800 August 30, 2024 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Joshua Gorsky, Esq. Re: Request for Withdrawal of Registration Statement on Form S-1 (File No. 333-265782) Mr. Gorsky: Pursuant to Rule 477 promulgated under the Securities Act o |
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| August 19, 2024 |
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 June 30, 2024 ☐ 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. |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report |
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| June 6, 2024 |
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): June 6, 2024 (May 30, 2024) SIGYN THERAPEUTICS, INC. |
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| May 15, 2024 |
Other Events, Financial Statements and Exhibits 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): May 15, 2024 (May 9, 2024) SIGYN THERAPEUTICS, INC. |
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| May 14, 2024 |
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 March 31, 2024 ☐ 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. |
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| April 16, 2024 |
Entry into a Material Definitive Agreement 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): April 16, 2024 (April 9, 2024) SIGYN THERAPEUTICS, INC. |
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| April 10, 2024 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2024 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 2024 Registration No. |
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| April 10, 2024 |
September 14, 2023 Financing Documents Exhibit 10.26 |
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| April 10, 2024 |
December 22, 2022 Financing Documents Exhibit 10.25 |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ 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. (Exa |
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| February 8, 2024 |
Brio Capital Master Fund Ltd. - AMENDMENT NO. 6 TO SCHEDULE 13G SC 13G/A 1 ea193199-13ga6briosigyn.htm AMENDMENT NO. 6 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) SIGYN THERAPEUTICS, INC. (formerly known as Reign Sapphire Corporation) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) (CUSIP Number) January 9, 2024 ( |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 31, 2024 SIGYN THERAPEUTICS, INC. |
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| January 30, 2024 |
Exhibit 3.1 |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 30, 2024 SIGYN THERAPEUTICS, INC. |
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| January 11, 2024 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 9, 2024 SIGYN THERAPEUTICS, INC. |
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| January 11, 2024 |
Exhibit 10.1 |
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| January 8, 2024 |
Sigyn Therapeutics Releases Letter to Shareholders Exhibit 99.1 Sigyn Therapeutics Releases Letter to Shareholders SAN DIEGO, January 4, 2024 — Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) (OTCQB: SIGY), a development-stage medical technology company, today announced the release of a shareholder letter authored by Chairman and Chief Executive Officer, Jim Joyce. Dear Fellow Shareholder, As a small organization operating in a world with shor |
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| January 8, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 4, 2024 SIGYN THERAPEUTICS, INC. |
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| December 12, 2023 |
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): December 6, 2023 SIGYN THERAPEUTICS, INC. |
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| November 14, 2023 |
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, 2023 ☐ 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, |
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| October 26, 2023 |
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): October 20, 2023 SIGYN THERAPEUTICS, INC. |
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| October 4, 2023 |
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): October 4, 2023 SIGYN THERAPEUTICS, INC. |
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| October 4, 2023 |
Exhibit 99.1 Sigyn Therapeutics™ Discloses PCT Patent Submission to Enhance Chemotherapy Delivery and Reduce Cancer Treatment Toxicity OCTOBER 04, 2023 8:30AM EDT SAN DIEGO, CA, Oct. 04, 2023 (GLOBE NEWSWIRE) — via NewMediaWire — Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) (OTCQB: SIGY), a development-stage medical technology company, today disclosed the submission of a Patent Cooperation |
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| September 22, 2023 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2023 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2023 Registration No. |
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| September 19, 2023 |
Form of Amendment Agreement with holders of the Company’s convertible notes. Exhibit 10.1 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of September [*], 2023, among Sigyn Therapeutics Inc., a Delaware corporation (the “Company”) and * (the “Holder”). WHEREAS, the Company has previously issued to Holder notes as set forth on Schedule A (each a “Note” and collectively the “Notes”). WHEREAS, the parties wish to amend certain terms of the Notes. N |
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| September 19, 2023 |
Entry into a Material Definitive Agreement 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): September 14, 2023 SIGYN THERAPEUTICS, INC. |
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| August 14, 2023 |
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 June 30, 2023 ☐ 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. |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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: June 30, 2023 SIGYN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55575 47-2573116 (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| July 7, 2023 |
Certificate of Designation of Series A Preferred Stock Exhibit 3.1 SIGYN THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Sigyn Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board of Directors”), in accordance wit |
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| July 7, 2023 |
Form of Warrant Exchange Agreement Exhibit 10.1 SHARE FOR WARRANT EXCHANGE AGREEMENT THIS WARRANT EXCHANGE AGREEMENT (the “Agreement”) is made as of the 30th day of June 2023, by and between Sigyn Therapeutics, Inc., a Delaware corporation (the “Company”) located at 2468 Historic Decatur Road, Suite 140, San Diego, CA. 92106, and [Redacted] (the “Holder”). RECITALS WHEREAS, the Holder currently holds a warrant or warrants to purcha |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 8, 2023 SIGYN THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-55575 47-2573116 (State or Other Jurisdiction (Commission (IRS Employer of Incorp |
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| May 15, 2023 |
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 March 31, 2023 ☐ 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. |
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| May 10, 2023 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2023 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2023 Registration No. |
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| April 13, 2023 |
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): April 11, 2023 SIGYN THERAPEUTICS, INC. |
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| April 13, 2023 |
Sigyn Therapeutics™ Announces Appointment of Annette Marleau, Ph.D. as Chief Scientific Officer Exhibit 99.1 Sigyn Therapeutics™ Announces Appointment of Annette Marleau, Ph.D. as Chief Scientific Officer SAN DIEGO, April 11, 2023 /GLOBE NEWSWIRE/ — Sigyn Therapeutics, Inc. (OTCQB: SIGY) (“Sigyn Therapeutics” or the “Company”), a development-stage company focused on the creation of blood purification technologies that address unmet needs in global health, today announces the appointment of A |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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. (Exa |
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| February 28, 2023 |
June 23, 2020 Financing Documents Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| February 28, 2023 |
Warrant dated October 18, 2021 Exhibit 10.9 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT |
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| February 28, 2023 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2023 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2023 Registration No. |
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| February 28, 2023 |
Exhibit 10.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| February 28, 2023 |
June 22, 2022 Financing Documents Exhibit 10.17 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| February 28, 2023 |
Exhibit 10.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| February 28, 2023 |
June 1, 2022 Financing Documents Exhibit 10.16 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| February 28, 2023 |
August 31, 2022 Financing Documents Exhibit 10.19 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| February 28, 2023 |
Senior Convertible Debenture dated March 23, 2022 Exhibit 10.12 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| February 28, 2023 |
September 9, 2022 Financing Documents Exhibit 10.20 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| February 28, 2023 |
November 14, 2022 Financing Documents* Exhibit 10.23 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
|
| February 28, 2023 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 07:31 PM 12/15/2014 FILED 06:43 PM 12/15/2014 SRV 141539808 - 5658179 FILE CERTIFICATE OF INCORPORATION OF REIGN SAPPHIRE CORPORATION FIRST: The name of this corporation is Reign Sapphire Corporation (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 181 |
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| February 28, 2023 |
November 9, 2022 Financing Documents* Exhibit 10.22 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
|
| February 28, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries None. |
|
| February 28, 2023 |
November 21, 2022 Financing Documents* Exhibit 10.24 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
|
| February 28, 2023 |
Senior Convertible Debenture dated May 10, 2022 Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
|
| February 28, 2023 |
Exhibit 10.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| February 28, 2023 |
Senior Convertible Debenture dated April 28, 2022 Exhibit 10.14 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
|
| February 28, 2023 |
September 17, 2020 Financing Documents Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
|
| February 28, 2023 |
Exhibit 10.2 Annex I Attached are the following documents: - Original Lease dated May 27, 2021. - Commencement letter dated June 16, 2021. LEASE AGREEMENT BETWEEN LVA5 SAN DIEGO LS, L.P., a Delaware limited partnership (“LANDLORD”) and SIGYN THERAPEUTICS, INC., a Delaware corporation (“TENANT”) LEASE AGREEMENT This Lease Agreement (this “Lease”) is entered into between LVA5 SAN DIEGO LS, L.P., a D |
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| February 28, 2023 |
January 2020 Financing Documents and Extensions Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| February 28, 2023 |
Set of Form Documents for July 2022 Financing Exhibit 10.18 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| February 28, 2023 |
Exhibit 10.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
|
| February 28, 2023 |
Senior Convertible Debenture dated March 23, 2022 Exhibit 10.10 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| February 28, 2023 |
October 20, 2022 Financing Documents Exhibit 10.21 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
|
| December 23, 2022 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2022 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2022 Registration No. |
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| December 23, 2022 |
November 21, 2022 Financing Documents*** Exhibit 10.24 |
|
| December 23, 2022 |
November 9, 2022 Financing Documents*** Exhibit 10.22 |
|
| December 23, 2022 |
November 14, 2022 Financing Documents*** Exhibit 10.23 |
|
| December 23, 2022 |
Amendment to the Certificate of Incorporation of the Registration*** Exhibit 3.3 |
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| November 14, 2022 |
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, 2022 ☐ 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, |
|
| November 7, 2022 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2022 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2022 Registration No. |
|
| November 7, 2022 |
September 9, 2022 Financing Documents* EX-10.20 11 ex10-20.htm Exhibit 10.20 |
|
| November 7, 2022 |
June 22, 2022 Financing Documents* EX-10.17 8 ex10-17.htm Exhibit 10.17 |
|
| November 7, 2022 |
January 2020 Financing Documents and Extensions* EX-10.4 4 ex10-4.htm Exhibit 10.4 |
|
| November 7, 2022 |
October 20, 2022 Financing Documents* EX-10.21 12 ex10-21.htm Exhibit 10.21 |
|
| November 7, 2022 |
September 17, 2020 Financing Documents* Exhibit 10.6 |
|
| November 7, 2022 |
August 31, 2022 Financing Documents* EX-10.19 10 ex10-19.htm Exhibit 10.19 |
|
| November 7, 2022 |
Certificate of Designation for Series B Preferred Stock* EX-4.2 2 ex4-2.htm Exhibit 4.2 SIGYN THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, and , do hereby certify that: 1. They are the President and Secretary, respectively, of Sigyn Therapeutics, Inc., a Delaware corporation (the “Corporation”). |
|
| November 7, 2022 |
Set of Form Documents for July 2022 Financing* EX-10.18 9 ex10-18.htm Exhibit 10.18 |
|
| November 7, 2022 |
June 1, 2022 Financing Documents* EX-10.16 7 ex10-16.htm Exhibit 10.16 |
|
| November 7, 2022 |
June 23, 2020 Financing Documents* EX-10.5 5 ex10-5.htm Exhibit 10.5 |
|
| November 7, 2022 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 |
|
| October 5, 2022 |
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): October 3, 2022 SIGYN THERAPEUTICS, INC. |
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| August 30, 2022 |
Amendment Agreement dated October 27, 2021 Exhibit 10.23 |
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| August 30, 2022 |
Warrant dated October 18, 2021* Exhibit 10.24 |
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| August 30, 2022 |
Senior Convertible Debenture dated May 10, 2022* Exhibit 10.21 |
|
| August 30, 2022 |
Subsidiaries of the Registrant* Exhibit 21.1 Subsidiaries None. |
|
| August 30, 2022 |
Senior Convertible Debenture dated March 23, 2022* Exhibit 10.25 |
|
| August 30, 2022 |
Calculation of Filing Fee Table Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Offering Price (1) Amount of Registration Fee (2) Units consisting of: (i) Shares of common stock, par value $0. |
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| August 30, 2022 |
Exhibit 10.30 |
|
| August 30, 2022 |
Exhibit 10.22 |
|
| August 30, 2022 |
Certificate of Designation for Series B Preferred Stock EX-4.2 2 ex4-2.htm Exhibit 4.2 SIGYN THERAPEUTICS, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, and , do hereby certify that: 1. They are the President and Secretary, respectively, of Sigyn Therapeutics, Inc., a Delaware corporation (the “Corporation”). |
|
| August 30, 2022 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2022 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2022 Registration No. |
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| August 30, 2022 |
Senior Convertible Debenture dated April 28, 2022* Exhibit 10.29 |
|
| August 30, 2022 |
Exhibit 10.26 |
|
| August 30, 2022 |
Senior Convertible Debenture dated March 23, 2022* Exhibit 10.27 |
|
| August 30, 2022 |
EX-10.28 10 ex10-28.htm Exhibit 10.28 |
|
| August 15, 2022 |
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 June 30, 2022 ? 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. |
|
| June 23, 2022 |
AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2022 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2022 Registration No. |
|
| June 23, 2022 |
Certificate of Designation for Series B Preferred Stock EX-4.2 4 ex4-2.htm Exhibit 4.2 SIGYN THERAPEUTICS, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE delaware GENERAL CORPORATION LAW The undersigned, and , do hereby certify that: 1. They are the President and Secretary, respectively, of Sigyn Therapeutics, Inc., a Delaware corporation (the “Corporation”). |
|
| June 23, 2022 |
Calculation of Filing Fee Table*** Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Proposed Maximum Offering Price (1) Amount of Registration Fee (2) Units consisting of: (i) Shares of common stock, par value $0. |
|
| May 13, 2022 |
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 March 31, 2022 ? 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 333-204486 SIGYN THERAPEUTICS, INC |
|
| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 333-204486 SIGYN THERAPEUTICS, INC. (Ex |
|
| March 9, 2022 |
Exhibit 99.1 |
|
| March 9, 2022 |
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): March 9, 2022 SIGYN THERAPEUTICS, INC. |
|
| March 1, 2022 |
Sigyn Therapy™ Safe and Well Tolerated During Six-hour Treatments Exhibit 99.1 Sigyn Therapeutics? Announces Completion of Animal Studies February 23, 2022 08:00 ET | Source: Sigyn Therapeutics, Inc. Sigyn Therapy? Safe and Well Tolerated During Six-hour Treatments SAN DIEGO, CA, Feb. 23, 2022 (GLOBE NEWSWIRE) ? via NewMediaWire ? Sigyn Therapeutics, Inc. (OTC Markets:?SIGY?), a medical technology company focused on the treatment of pathogen-associated condition |
|
| March 1, 2022 |
Other Events, Financial Statements and Exhibits 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 23, 2022 SIGYN THERAPEUTICS, INC. |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) SIGYN THERAPEUTICS, INC. (formerly known as Reign Sapphire Corporation) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 82674U106 (CUSIP Number) January 27, 2022 (Date of Event Which Requires Filing of this Statement) Check |
|
| November 12, 2021 |
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, |
|
| October 26, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. |
|
| October 25, 2021 |
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): October 20, 2021 SIGYN THERAPEUTICS, INC. |
|
| October 25, 2021 |
Form of Securities Purchase Agreement and Form of Warrant, dated October 20, 2021 Exhibit 99.1 |
|
| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 June 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. |
|
| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 333-204486 SIGYN THERAPEUTICS, IN |
|
| May 14, 2021 |
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): May 10, 2021 SIGYN THERAPEUTICS, INC. |
|
| May 14, 2021 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of March 31, 2021, between Sigyn Therapeutics, Inc. (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth in this Agr |
|
| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] 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 333-204486 SIGYN THERAPEUTICS, INC. |
|
| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-55575 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition |
|
| January 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) SIGYN THERAPEUTICS, INC. (formerly known as Reign Sapphire Corporation) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 82674U106 (CUSIP Number) January 17, 2021 (Date of Event Which Requires Filing of this Statement) Check |
|
| January 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) SIGYN THERAPEUTICS INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 82674U106 (CUSIP Number) December 31, 2020 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule purs |
|
| December 30, 2020 |
Exhibit 99.3 SIGYN THERAPEUTICS, INC. UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS TABLE OF CONTENTS Page UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS: PROFORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2020 3 PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS - FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 4 PROFORMA CONDENSED COMBINED STATEMENT OF OPERATION |
|
| December 30, 2020 |
Financial Statements and Exhibits - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. |
|
| December 30, 2020 |
Exhibit 99.1 SIGYN THERAPEUTICS, INC. Index to Financial Statements CONTENTS Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Statement of Operations 4 Statement of Changes in Stockholders’ Deficit 5 Statement of Cash Flows 6 Notes to Financial Statements 7 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Sigyn Ther |
|
| December 30, 2020 |
Exhibit 99.2 SIGYN THERAPEUTICS, INC. Index to Financial Statements CONTENTS Unaudited Condensed Financial Statements Page Unaudited Condensed Balance Sheets 2 Unaudited Condensed Statements of Operations 3 Unaudited Statements of Changes in Stockholders’ Deficit 4 Unaudited Condensed Statement of Cash Flows 5 Notes to Unaudited Condensed Financial Statements 6 SIGYN THERAPEUTICS, INC. UNAUDITED C |
|
| November 9, 2020 |
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 Quarter Ended September 30, 2020 ☐ 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 333-204486 SIGYN THERAPEUTICS, INC. (Ex |
|
| October 29, 2020 |
RGNP / Reign Sapphire Corp / Osher Capital Partners LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) SIGYN THERAPEUTICS INC. f/k/a REIGN RESOURCES CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 82674U106 (CUSIP Number) October 19, 2020 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriat |
|
| October 23, 2020 |
Amendment to the Articles of Incorporation of Issuer Exhibit 3.1 |
|
| October 23, 2020 |
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): August 25, 2020 SIGYN THERAPEUTICS, INC. |
|
| September 21, 2020 |
SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement REIGN RESOURCES CORPORATION (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): ☒ No Fee Required ☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
|
| September 9, 2020 |
SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement REIGN RESOURCES CORPORATION (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): ☒ No Fee Required ☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
|
| August 31, 2020 |
EX-10.1 4 g082024ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SHARE EXCHANGE AGREEMENT BY AND AMONG REIGN RESOURCES CORPORATION AND THE PRINCIPAL SHAREHOLDER OF REIGN RESOURCES CORPORATION AND SIGYN THERAPEUTICS INC. AND THE SHAREHOLDERS OF SIGYN THERAPEUTICS INC. Dated as of: August 25, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II SHARE EXCHANGE; CLOSING 6 Section 2 |
|
| August 31, 2020 |
Exhibit 99.1 Reign Resources Corporation and Sigyn Therapeutics Announce Definitive Merger Agreement The Combined Company will Operate as Sigyn Therapeutics and Focus on the Treatment of Life-Threatening Inflammatory Conditions that are Precipitated by Cytokine Storm Syndrome – Treatment Opportunities for the Company’s Lead Therapeutic Candidate (Sigyn Therapy™) Include, but are not Limited to Sep |
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| August 31, 2020 |
Certificate of Amendment dated April 24, 2020 Exhibit 3.1.2 |
|
| August 31, 2020 |
Certificate of Amendment dated October 30, 2019 Exhibit 3.1.1 |
|
| August 31, 2020 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits - 8-K 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): August 25, 2020 REIGN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 333-204486 47-2573116 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
|
| August 10, 2020 |
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): August 10, 2020 REIGN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No. |
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| August 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 Quarter Ended June 30, 2020 ☐ 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 333-204486 REIGN RESOURCES CORPORATION (Exac |
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| May 15, 2020 |
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 Quarter Ended March 31, 2020 ☐ 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 333-204486 REIGN RESOURCES CORPORATION (Exa |
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| May 12, 2020 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 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): May 12, 2020 REIGN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 333-204486 47-2573116 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 30, 2020 |
RGNP / Reign Sapphire Corp 10-K - Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ 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 333-204486 REIGN RESOURCES CORPORATION |
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| March 16, 2020 |
Entry into a Material Definitive Agreement 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): March 12, 2020 REIGN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 333-204486 47-2573116 (Commission File Number) (IRS Employer Identification No. |
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| March 10, 2020 |
RGNP / Reign Sapphire Corp DEF 14C - - DEF 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement REIGN RESOURCES CORPORATION (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): ☒ No Fee Required ☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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| February 25, 2020 |
RGNP / Reign Sapphire Corp PRE 14C - - PRE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement REIGN RESOURCES CORPORATION (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): ☒ No Fee Required ☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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| February 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) REIGN SAPPHIRE CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 75932R105 (CUSIP Number) January 8, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 6, 2020 |
Financial Statements and Exhibits, Other Events, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| January 3, 2020 |
* Letter from Benjamin & Young dated January 3, 2020. Exhibit 16 1100 N. Tustin Avenue, Suite 200 Anaheim, CA 92807 Office (714) 238-0000 Fax (714) 238-0080 www.bycpas.com January 3, 2020 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 RE: REIGN SAPPHIRE CORPORATION File No: 333-204486 We have read the statements under Item 4.01 of the Current Report on Form 8-k to be filed with the Securities and Exchange Commission o |
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| January 3, 2020 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events 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): December 12, 2019 REIGN RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 333-204486 47-2573116 (Commission File Number) (IRS Employer Identification No. |
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| November 14, 2019 |
8-K 1 f8k111319reignsaphire.htm FORM 8-K 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): November 13, 2019 REIGN SAPPHIRE CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Inc |
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| November 12, 2019 |
RGNP / Reign Sapphire Corp 10-Q - Quarterly Report - QUARTERLY REPORT 10-Q 1 f10q0919reignsapphire.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
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| October 3, 2019 |
Securities Purchase Agreement dated September 29, 2019. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2019, between Reign Sapphire Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the te |
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| October 3, 2019 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 3, 2019 |
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): September 29, 2019 REIGN SAPPHIRE CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 333-204486 47-2573116 (Commission File Number) (IRS Employer Identification No. |
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| October 2, 2019 |
RGNP / Reign Sapphire Corp DEF 14C - - INFORMATION STATEMENT DEF 14C 1 def14c093019reignsapph.htm INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: £ Preliminary Information Statement £ Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2)) S Definitive Information Statement REIGN SAPPHIRE CORPORATION (Name of Registrant as |
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| September 17, 2019 |
RGNP / Reign Sapphire Corp PRE 14C - - PRELIMINARY INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement REIGN SAPPHIRE CORPORATION (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): ☒ No Fee Required ☐ Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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| August 5, 2019 |
RGNP / Reign Sapphire Corp 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2019 ☐ 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 333-204486 REIGN SAPPHIRE CORPORATION (Exact |
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| April 19, 2019 |
RGNP / Reign Sapphire Corp FORM 10-Q (Quarterly Report) 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 Quarter Ended March 31, 2019 ☐ 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 333-204486 REIGN SAPPHIRE CORPORATION (Exac |
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| April 1, 2019 |
RGNP / Reign Sapphire Corp FORM 10-K (Annual Report) 10-K 1 s11689310k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to REIGN SAPPHIRE CORPORATION (Ex |
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| February 4, 2019 |
SC 13G/A 1 sc13g0119a2brioreign.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) REIGN SAPPHIRE CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 75932R105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing |
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| January 4, 2019 |
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2019 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS Emp |
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| November 16, 2018 |
RGNP / Reign Sapphire Corp / Crossover Capital Fund I, Llc Passive Investment SC 13G/A 1 formsc13g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Reign Sapphire Corporation (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75932R105 (CUSIP Number) November 6, 2018 (Date of Event which Requires Filing of this Statement) Check the a |
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| November 14, 2018 |
RGNP / Reign Sapphire Corp FORM 10-Q (Quarterly Report) 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 Quarter Ended September 30, 2018 ☐ 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 333-204486 REIGN SAPPHIRE CORPORATION ( |
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| October 17, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 0R 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 8, 2018 REIGN SAPPHIRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 47-2573116 (State or other jurisdiction of incorporation or organization) (I |
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| October 17, 2018 |
Letter from Hall & Company dated October 8, 2018. Exhibit 16.1 October 8, 2018 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Reign Sapphire Corporation We have read the statements made by Reign Sapphire Corporation in Item 4.01 of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made in Item 4.01 of |
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| August 13, 2018 |
RGNP / Reign Sapphire Corp 10-Q (Quarterly Report) 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 Quarter Ended June 30, 2018 ☐ 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 333-204486 REIGN SAPPHIRE CORPORATION (Exact |
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| May 15, 2018 |
RGNP / Reign Sapphire Corp FORM 10-Q (Quarterly Report) 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 Quarter Ended March 31, 2018 ☐ 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 333-204486 REIGN SAPPHIRE CORPORATION (Exac |
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| April 2, 2018 |
RGNP / Reign Sapphire Corp 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to REIGN SAPPHIRE CORPORATION (Exact name of registrant as specif |
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| March 2, 2018 |
RGNP / Reign Sapphire Corp / Crossover Capital Fund I, Llc Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Reign Sapphire Corporation (Name of Issuer) Common Stock, $0.0001par value per share (Title of Class of Securities) 75932R105 (CUSIP Number) February 20, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 23, 2018 |
Form of Convertible Note issued under the Securities Purchase agreement included as Exhibit 10.1. Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| February 23, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2018 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction of incorporation) (Commission f |
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| February 23, 2018 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| February 23, 2018 |
Amendment to February 16, 2018 Convertible Note. Exhibit 10.4 AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON FEBRUARY 16, 2018 THIS AMENDMENT #1 to the Note (as defined below) (the ?Amendment?), is made effective as of February 20, 2018, by and between Reign Sapphire Corporation, a Delaware corporation (the ?Company?), and Crossover Capital Fund I, LLC, a Washington limited liability company (the ?Holder?) (collectively the ?Parties?) |
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| February 23, 2018 |
Securities Purchase Agreement dated February 16, 2018. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of February 16, 2018, by and between REIGN SAPPHIRE CORPORATION, a Delaware corporation, with headquarters located at 9465 Wilshire Boulevard, Beverly Hills, CA 90212 (the ?Company?), and , a , with its address at (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and deliverin |
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| February 23, 2018 |
Presentation material as posted on the Company’s corporate website on February 23, 2018. Exhibit 99.1 |
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| January 26, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) REIGN SAPPHIRE CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 75932R105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| January 8, 2018 |
Amendment #1 to Securities Purchase Agreement. Exhibit 10.4 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE DATED DECEMBER 26, 2017 THIS AMENDMENT #1 (the ?Amendment?) TO THE SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE dated December 26, 2017, is made effective as of January 3, 2018, by and between Reign Sapphire Corporation, a Delaware corporation (the ?Company?), and , a limited liability c |
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| January 8, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2018 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction of incorporation) (Commission fil |
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| January 8, 2018 |
Exhibit 99.1 Forward Looking Statement The purpose of this presentation is to provide an update on the business of Reign Sapphire Corporation, a Delaware corporation (?RSC?, ?Reign? or ?RGNP?). These slides have been prepared as a presentation aid only and the information they contain may require further explanation and/or clarification. Accordingly, these slides and the information they contain s |
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| January 8, 2018 |
Form of Convertible Note issued under the Securities Purchase agreement included as Exhibit 10.1. Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| January 8, 2018 |
Securities Purchase Agreement dated December 26, 2017. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of December 26, 2017, by and between REIGN SAPPHIRE CORPORATION, a Delaware corporation, with headquarters located at 9465 Wilshire Boulevard, Beverly Hills, CA 90212 (the ?Company?), and , a limited liability company, with its address at (the ?Buyer?). WHEREAS: A. The Company and the Buyer ar |
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| January 8, 2018 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| November 16, 2017 |
Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| November 16, 2017 |
Securities Purchase Agreement dated November 10, 2017. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 10, 2017, between Reign Sapphire Corporation, a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, as of December 23, |
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| November 16, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 10, 2017 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction of incorporation) (Commission f |
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| November 16, 2017 |
EX-10.2 3 s108211ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO |
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| November 13, 2017 |
RGNP / Reign Sapphire Corp FORM 10-Q (Quarterly Report) 10-Q 1 s10806110q.htm FORM 10-Q 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 Quarter Ended September 30, 2017 ☐ 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 333-204 |
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| September 5, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 5, 2017 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS E |
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| September 5, 2017 |
Presentation material as posted on the Company’s corporate website on September 5, 2017. Exhibit 99.1 |
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| August 14, 2017 |
RGNP / Reign Sapphire Corp FORM 10-Q (Quarterly Report) 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 Quarter Ended June 30, 2017 ☐ 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 333-204486 REIGN CORPORATION (formerly known |
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| August 7, 2017 |
Exhibit 99.2 COORDINATES COLLECTION, INC. Index to Financial Statements CONTENTS Unaudited Condensed Financial Statements Page Unaudited Condensed Balance Sheet 2 Unaudited Condensed Statements of Operations 3 Unaudited Condensed Statements of Cash Flows 4 Notes to Unaudited Condensed Financial Statements 5 COORDINATES COLLECTION, INC. UNAUDITED CONDENSED BALANCE SHEET September 30, 2016 ASSETS Cu |
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| August 7, 2017 |
REIGN CORPORATION UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS TABLE OF CONTENTS Exhibit 99.3 REIGN CORPORATION UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS TABLE OF CONTENTS Page UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS: PROFORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2016 4 PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS - FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 5 PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS - FOR |
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| August 7, 2017 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2017 Reign Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) |
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| August 7, 2017 |
Exhibit 99.1 COORDINATES COLLECTION, INC. Index to Financial Statements CONTENTS Page Report of Independent Registered Public Accounting Firm 2 Balance Sheets 3 Statements of Operations 4 Statements of Changes in Stockholders? Equity (Deficit) 5 Statements of Cash Flows 6 Notes to Financial Statements 7 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Coo |
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| July 3, 2017 |
Form of Secured Promissory Note issued under the Loan Agreement included as Exhibit 10.1. Exhibit 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) |
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| July 3, 2017 |
Loan Agreement dated June 30, 2017. Exhibit 10.1 LOAN AGREEMENT LOAN AGREEMENT, dated as of June 30, 2017 (this ?Agreement?), Reign Sapphire Corporation, a Delaware corporation (?Debtor?), Alpha Capital Anstalt (?Alpha?) and Brio Capital Master Fund Ltd., (?Brio? together with Alpha, the ?Lenders?). IN CONSIDERATION of the mutual covenants herein contained, Debtor and Lender agree as follows: I. DEFINITIONS. 1.1 General Terms. For p |
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| July 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 30, 2017 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS Emplo |
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| July 3, 2017 |
Exhibit 10.4 PERSONAL GUARANTY 1. Identification. This Guaranty (the ?Guaranty?), dated as of June , 2017, is entered into among Joseph Segelman (?Guarantor?) for the benefit of the Alpha Capital Anstalt and Brio Capital Master Fund Ltd. (the ?Holders?) the holder of those certain notes in the principal amount of up to $1,125,000.00 (the ?Notes?) issued (or to be issued) by Reign Sapphire Corporat |
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| June 2, 2017 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-204486 REIGN SAPPHIRE CORPORATION PROSPECTUS SUPPLEMENT NO. 5 (To Prospectus dated May 4, 2016 (as supplemented)) This is a prospectus supplement to our prospectus dated May 4, 2016 (as supplemented) relating to the resale from time to time by selling stockholders of up to 3,923,000 shares of our common stock. On June 2, 2017, we filed with the |
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| June 2, 2017 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-204486 REIGN SAPPHIRE CORPORATION PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated May 4, 2016 (as supplemented)) This is a prospectus supplement to our prospectus dated May 4, 2016 (as supplemented) relating to the resale from time to time by selling stockholders of up to 3,923,000 shares of our common stock. On May 31, 2017, we filed with the |
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| June 2, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2017 ¨ 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 333-204486 REIGN CORPORATION (formerly know |
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| May 31, 2017 |
Reign Sapphire AMENDMENT NO. 1 (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to REIGN CORPORATION (formerly known as Reign |
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| May 31, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to REIGN CORPORATION (formerly known as Reign Sapphire Corporatio |
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| May 30, 2017 |
Second Consent, Waiver and Modification Agreement Exhibit 10.1 SECOND CONSENT, WAIVER AND MODIFICATION AGREEMENT This Second Consent, Waiver and Modification Agreement (?Agreement?) is made and entered into as of May 30, 2017, by and among Reign Sapphire Corporation, a Delaware corporation (the ?Company?), and the parties identified on the signature page hereto (each a ?Purchaser? and collectively, ?Purchasers?). Capitalized terms used but not de |
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| May 30, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 30, 2017 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS Employ |
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| May 24, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 19, 2017 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS Employ |
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| May 24, 2017 |
Amended Articles of Incorporation. Exhibit 3.1 |
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| April 1, 2017 |
Reign Sapphire NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-204486 CUSIP NUMBER 75932R UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 22, 2017 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12 Reign Sapphire Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. |
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| February 14, 2017 |
RGNP / Reign Sapphire Corp / ALPHA CAPITAL ANSTALT - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) REIGN SAPPHIRE CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 75932R105 (CUSIP Number) December 31, 2016 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pu |
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| February 8, 2017 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Rule 14a-11(c) or rule 14a-12 Reign Sapphire Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. |
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| February 2, 2017 |
RGNP / Reign Sapphire Corp / Brio Capital Master Fund Ltd. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Reign Sapphire Corporation (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 75932R105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| December 2, 2016 |
Exhibit 10.1 Reign sapphire corporation - and ? REIGN BRANDS, INC. - and - COORDINATES COLLECTION, INC. - and - FD9 GROUP B.V. - and - OWEN DE VRIES Asset purchase AGREEMENT December 1, 2016 TABLE OF CONTENTS Article 1 INTERPRETATION 2 1.1 Interpretation. 2 1.2 Entire Agreement. 8 1.3 Severability. 8 1.4 Amendments; Waivers; Investigations. 9 1.5 Governing Law. 9 Article 2 ASSET PURCHASE, EQUITY P |
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| December 2, 2016 |
Exhibit 10.5 ASSIGNMENT AND CONTRIBUTION AGREEMENT THIS ASSIGNMENT AGREEMENT (this ?Agreement?), is entered into on December 1, 2016, by and between (the ?Assignor?) and Coordinates Collection, Inc., a Delaware Corporation (the ?Assignee?), hereinafter collectively referred to as (the ?Parties?). WHEREAS, Assignor desires to contribute and assign all rights and title to all intellectual property o |
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| December 2, 2016 |
Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made effective as of the 1st day of December, 2016, by and between Coordinates Collection, Inc., a Delaware corporation (the "Seller", or "Assignor") and Reign Brands, Inc. a Delaware corporation (the "Assignee" or "Buyer"). WHEREAS the Seller, the Buyer, FD9 Group, B.V. and Reign Sapphi |
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| December 2, 2016 |
EX-10.4 5 s104829ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Confidentiality and Proprietary Rights Agreement THIS CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT (the "Agreement") is made as of the 1st day of December, 2016. BETWEEN: , an officer and director of the Company (as defined below), (hereinafter referred to as the "Recipient"), - and - COORDINATES COLLECTION, INC.., a corporation incorporate |
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| December 2, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 1, 2016 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS Em |
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| December 2, 2016 |
Exhibit 10.3 BILL OF SALE December 1, 2016 KNOW ALL PERSONS BY THESE PRESENTS, that Coordinates Collection, Inc., a Delaware corporation (the ?Seller?), a subsidiary of FD9 Group, B.V., has entered into that certain Asset Purchase Agreement with Reign Brands, Inc. (?Buyer?) and Reign Sapphire Corporation dated as of the date hereof (the ?Purchase Agreement?), providing for, inter alia, Seller?s sa |
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| November 14, 2016 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-204486 REIGN SAPPHIRE CORPORATION PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated May 4, 2016 (as supplemented)) This is a prospectus supplement to our prospectus dated May 4, 2016 (as supplemented) relating to the resale from time to time by selling stockholders of up to 3,923,000 shares of our common stock. On November 14, 2016, we filed wit |
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| November 14, 2016 |
EX-10.7 4 s104663ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SO |
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| November 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended September 30, 2016 ¨ 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 333-204486 REIGN SAPPHIRE CORPORATION ( |
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| November 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 10, 2016 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS E |
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| November 14, 2016 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 10, 2016, between Reign Sapphire Corporation, a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, as of December 23, |
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| November 14, 2016 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| November 14, 2016 |
REIGN SAPPHIRE CORPORATION AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE EX-10.8 5 s104663ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 REIGN SAPPHIRE CORPORATION AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE The purpose of the Reign Sapphire Corporation 2015 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing |
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| November 4, 2016 |
Reign Sapphire Corporation REIGN BRANDS, INC. Coordinates Collection, Inc. FD9 Group B.V. Exhibit 10.1 Binding Letter of Intent November 4, 2016 Reign Sapphire Corporation And REIGN BRANDS, INC. And Coordinates Collection, Inc. And FD9 Group B.V. THE PARTIES SHALL DILIGENTLY WORK TOWARDS THE PREPARATION OF FULLY DETAILED TRANSACTION DOCUMENTS TO CLOSE THIS TRANSACTION. THIS TRANSACTION SHALL BE COMPLETED IN ITS ENTIRETY AND CLOSED ON OR BEFORE DECEMBER 31, 2016 FROM THE DATE NOTED HERE |
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| November 4, 2016 |
CONSENT, WAIVER AND MODIFICATION AGREEMENT Exhibit 10.2 CONSENT, WAIVER AND MODIFICATION AGREEMENT This Consent, Waiver and Modification Agreement (?Agreement?) is made and entered into as of October 13, 2016, by and among Reign Sapphire Corporation, a Delaware corporation (the ?Company?), and the parties identified on the signature page hereto (each a ?Purchaser? and collectively, ?Purchasers?). Capitalized terms used but not defined here |
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| November 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 3, 2016 Reign Sapphire Corporation (State or other jurisdiction of incorporation) Delaware 333-204486 47-2573116 (State or other jurisdiction (Commission file Number) (IRS Em |
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| August 4, 2016 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-204486 REIGN SAPPHIRE CORPORATION PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated May 4, 2016 (as supplemented)) This is a prospectus supplement to our prospectus dated May 4, 2016 (as supplemented) relating to the resale from time to time by selling stockholders of up to 3,923,000 shares of our common stock. On August 4, 2016, we filed with t |
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| August 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2016 ¨ 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 333-204486 REIGN SAPPHIRE CORPORATION (Exact |
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| May 10, 2016 |
424B3 1 s103211424b3.htm PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-204486 REIGN SAPPHIRE CORPORATION PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated May 4, 2016 (as supplemented)) This is a prospectus supplement to our prospectus dated May 4, 2016 (as supplemented) relating to the resale from time to time by selling stockholders of up to 3,923,000 shares of |
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| May 10, 2016 |
REIGN SAPPHIRE CORPORATION 3,923,000 SHARES OF COMMON STOCK $0.50 PER SHARE 424B3 1 s103213424b3.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-204486 REIGN SAPPHIRE CORPORATION 3,923,000 SHARES OF COMMON STOCK $0.50 PER SHARE Prior to this offering, no public market has existed for the common stock of Reign Sapphire Corporation (sometimes referred to herein as “RSC”, the “Company”, “us”, “we” or “our”). The Company’s common stock is eligi |
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| May 9, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2016 ¨ 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 333-204486 REIGN SAPPHIRE CORPORATION (Exac |
