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Form 8-K/A Sigyn Therapeutics, Inc. For: Sep 30

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

 

AMENDMENT
NO. 1 TO 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 23, 2020

 

SIGYN
THERAPEUTICS, INC.
(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.)

 

8880
Rio San Diego Drive
   

Suite
800

San
Diego, CA

  92108
(Address
of principal executive offices)
  (Zip
Code)

 

Registrant’s
telephone number, including area code:
619.368.2000

 

Prior
address and phone number:

 

9465
Wilshire Boulevard
   
Beverly
Hills, CA
  90212
(Address
of principal executive offices)
  (Zip
Code)

 

(213)
457-3772

 

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

 

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

 

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

 

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

 

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

 

Emerging
growth company [X]

 

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

 

 

 

As
used herein, the terms, “we,” “us,” “our,” and the “Company” refers to Sigyn Therapeutics,
Inc., a Delaware corporation and its subsidiaries, unless otherwise stated.

 

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This
Form 8-K and other reports filed by Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”) from time
to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward
looking statements and information that are based upon beliefs of, and information currently available to, the Company’s
management as well as estimates and assumptions made by the Company’s management. When used in the filings the words “anticipate”,
“believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to the Company or Company’s management identify forward
looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks,
uncertainties, assumptions and other factors relating to the Company’s industry, the Company’s operations and results
of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.

 

Although
the Company’s management believes that the expectations reflected in the forward looking statements are reasonable, the
Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements
to conform these statements to actual results. The following discussion should be read in conjunction with the Company’s
pro forma financial statements and the related notes filed with this Form 8-K.

 

EXPLANATORY
NOTE

 

This
Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) is being filed by Sigyn Therapeutics, Inc., a
Delaware corporation (the “Company”) for the purpose of amending Item 9.01 Financial Statements and Exhibits of that
certain Current Report on Form 8-K originally filed by the Company with the U.S. Securities and Exchange Commission (“SEC”)
on October 23, 2020 (the “Original Form 8-K”) in connection with the completion of the acquisition as disclosed therein.
As indicated in the Original Form 8-K, this Amendment is being filed to provide the financial statements and pro forma financial
information required by Items 9.01(a) and (b) of Form 8-K, which were not previously filed with the Original Form 8-K as permitted
by the rules of the SEC.

 

FORWARD-LOOKING
STATEMENTS

 

This
Amendment, including the Exhibits attached hereto, contains “forward-looking statements” and information within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created
by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future
operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The
words “anticipates,” “believes,” “estimates,” “expects,” “intends,”
“may,” “plans,” “projects,” “will,” “would” and similar expressions
are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not
place undue reliance on our forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties
that could cause our actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking
statements, including, without limitation, the risks set forth from time to time in the Company’s filings with the SEC.
Readers of this release are cautioned not to place undue reliance on forward-looking statements contained herein, which speak
only as of the date stated, or if no date is stated, as of the date of this Current Report. The Company undertakes no obligation
to publicly update or revise the forward-looking statements contained herein to reflect changes events or circumstances after
the date of this release, unless required by law.

 

 

Item
9.01. Financial Statements and Exhibits.

 

(a)
Financial statements of business acquired.

 

The
following financial statements of Path Labs, LLC are being filed as exhibits hereto and are incorporated by reference herein:

 

Exhibit
99.1 — Sigyn Therapeutics, Inc. audited financial statements, including the independent auditor’s report as of and
for the year ended December 31, 2019.

 

Exhibit
99.2 — Sigyn Therapeutics, Inc. condensed financial statements as of September 30, 2020 (unaudited).

 

(b)
Pro forma financial information.

 

The
following pro forma financial information is being filed as an exhibit hereto and is incorporated by reference herein:

 

Exhibit
99.3 — Unaudited pro forma condensed combined financial statements and explanatory notes for The Company as of September
30, 2020, for the nine months ended September 30, 2020 and for the year ended December 31, 2019.

 

(c)
Not Applicable.

 

(d)
Exhibits.

 

Exhibit 99.1 — Sigyn Therapeutics, Inc. audited financial statements, including the independent auditor’s report as of and for the year ended December 31, 2019.

 

Exhibit 99.2 — Sigyn Therapeutics, Inc. condensed financial statements as of September 30, 2020 (unaudited).

 

Exhibit 99.3 — Unaudited pro forma condensed combined financial statements and explanatory notes for the Company as of September 30, 2020, for the nine months ended September 30, 2020 and for the year ended December 31, 2019.

 

101*

XBRL Interactive Data Files

 

* In accordance with
Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

SIGNATURES

 

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

 

  SIGYN
THERAPEUTICS, INC.
     
Date:
December 30, 2020
By: /s/
James A. Joyce
  James
A. Joyce, Chairman and CEO

 

 

 

Exhibit
99.1

 

SIGYN
THERAPEUTICS, INC.

 

Index
to Financial Statements

CONTENTS

 

 

 

Report
of Independent Registered Public Accounting Firm

 

To
the Board of Directors and

Stockholders
of Sigyn Therapeutics, Inc.

 

Opinion
on the Financial Statements

 

We
have audited the accompanying balance sheet of Sigyn Therapeutics, Inc. (the Company) as of December 31, 2019 and the related
statements of income, stockholders’ deficit, and cash flows for the period October 29, 2019 (date of formation) to December
31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 20219 and the results of its
operations and its cash flows for period October 29, 2019 (date of formation) to December 31, 2019 in conformity with accounting
principles generally accepted in the United States of America.

 

Basis
for Opinion

 

These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

 

We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.

 

Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 

 

Santa
Ana, CA

December
30, 2020

We
have served as the Company’s auditor since 2020

 

 

SIGYN
THERAPEUTICS, INC.

BALANCE
SHEET

 

    December
31, 2019
 
       
ASSETS        
None      
Total
assets
  $  
         
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
       
Current liabilities:        
Accounts
payable
  $ 910  
Total
current liabilities
    910  
Total
liabilities
    910  
         
Commitments
and contingencies
       
         
Stockholders’
deficit
       
Common units, $0.001 par value, 1,000,000 shares
authorized; 500,000 shares issued and outstanding at December 31, 2019
    500  
Additional paid-in-capital     140  
Accumulated
deficit
    (1,550 )
Total
stockholders’ deficit
    (910 )
Total
liabilities and stockholders’ deficit
  $  
         

See
accompanying notes to financial statements

 

 

SIGYN
THERAPEUTICS, INC.

STATEMENT
OF OPERATIONS

 

    From Date of Formation  
    (October 29, 2019) to  
    December 31,  
    2019  
         
Revenues   $  
         
Cost of Sales      
         
Gross Profit      
         
Operating expenses:        
General and administrative     1,550  
Total operating expenses     1,550  
Loss from operations     (1,550 )
         
Other expense:        
None      
Total other expense      
         
Loss before income taxes     (1,550 )
Income taxes      
         
Net loss   $ (1,550 )
         
Net loss per share, basic and diluted   $ (0.00 )
         
Weighted average number of shares outstanding Basic and diluted     500,000  

 

See
accompanying notes to financial statements

 

 

SIGYN
THERAPEUTICS, INC.

STATEMENT
OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

                            Total  
    Common Shares     Additional Paid     Accumulated     Stockholders’  
    Shares     Amount     in Capital     Deficit     Deficit  
Balance as of October 29, 2019 (Date of Formation)         $     $     $     $  
Issuance of common stock to founders     500,000       500       (500 )            
Expenses paid by founders                 640               640  
Net loss                       (1,550 )     (1,550 )
Balance as of December 31, 2019     500,000     $ 500     $ 140     $ (1,550 )   $ (910 )

 

See
accompanying notes to financial statements

 

 

SIGYN
THERAPEUTICS, INC.

STATEMENT
OF CASH FLOWS

 

    From Date of  
    Formation (October  
    29, 2019) to  
    December 31,  
    2019  
Cash flows from operating activities:        
Net loss   $ (1,550 )
         
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:        
Expenses paid by founders     640  
Changes in operating assets and liabilities:        
Accounts payable     910  
Net cash (used in) provided by operating activities      
         
Cash flows from investing activities:        
None      
Net cash used in investing activities      
         
Cash flows from financing activities:        
None      
Net cash provided by financing activities      
         
Net (decrease) increase in cash      
         
Cash at beginning of period      
Cash at end of period   $  
         
Supplemental disclosures of cash flow information:        
Cash paid during the period for:        
Interest   $  
Income taxes   $  
         
Non-cash investing and financing activities:        
None   $  

 

See
accompanying notes to financial statements

 

 

SIGYN
THERAPEUTICS, INC.

NOTES
TO THE FINANCIAL STATEMENTS

FROM
DATE OF FORMATION (OCTOBER 29,2019) THROUGH DECEMBER 31, 2019

 

NOTE
1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Corporate
History and Background

 

Sigyn
Therapeutics, Inc. (“Sigyn” or the “Company”) was established on October 29, 2019 in the State of Delaware.

 

Sigyn
is a development-stage therapeutic technology company headquartered in San Diego, California USA. The Company is focused on addressing
a significant unmet need in global health: the treatment of life-threatening inflammatory conditions precipitated by Cytokine
Storm Syndrome, a dysregulated immune response that can induce multiple organ failure and cause death.

 

On
August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange
Agreement (the “Agreement”) with Sigyn, whereby the Registrant will acquire 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares
of common stock of Sigyn, in exchange for a total of 75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the fully paid and nonassessable shares of the Registrant’s
common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Closing Date
for the Acquisition was October 19, 2020, at which date, upon FINRA approval, the Company’s trading symbol changed to SIGY.

 

Upon
the Closing of, and as a result of, the Acquisition, Sigyn became a wholly-owned subsidiary of the Company, and following the
consummation of the Acquisition and giving effect to the issuance of the Company’s shares of common stock as part of the
Acquisition, as well as additional shares of common stock to be issued to noteholders and warrant holders of both the Company
and Sigyn, the stockholders of Sigyn will beneficially own approximately Seventy-five percent (75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the issued and outstanding
Common Stock of the Company on a fully diluted basis.

 

In
addition, in connection with the Acquisition, the two principals of Sigyn will be appointed to serve as members of the Company’s
board of directors. The parties have taken the actions necessary to provide that the Acquisition
is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended.
The
Acquisition will result in a change in the composition and control of the board of directors of the Company.

 

As
a result of completing the merger, the Company extinguished all previously reported liabilities, its preferred class of shares,
and all stock purchase options. The reported liabilities totaling $3,429,516 converted into a total of 7,907,351 common shares.

 

On
October 12, 2020, the Company changed its name to Sigyn Therapeutics, Inc. from Reign Resources Corporation pursuant to an amendment
to its articles of incorporation filed with the State of Delaware on that date.

 

Sigyn
Therapy™ is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum
depletion of inflammatory targets from the bloodstream. The device is designed for use on dialysis and CRRT machines that are
located in hospitals and clinics worldwide. Cytokine storm syndrome is the hallmark of sepsis, which is the most common cause
of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is
associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include
but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver
failure, such as hepatic encephalopathy.

 

Sigyn
Therapy may also be a candidate to stabilize or extend the lives of patients waiting for the identification of a matched liver
for transplantation. In such a scenario, Sigyn Therapy would serve as a bridge-to-liver transplant.

 

On
December 1, 2020, The Company reported the results of an in vitro study that demonstrated the ability of Sigyn Therapy
to deplete the presence of critical inflammatory targets from human blood plasma. In the study, Sigyn Therapy simultaneously reduced
the presence of endotoxin and relevant pro-inflammatory cytokines, which included Interleukin-1 Beta (IL-1B), Interleukin-6 (IL-6)
and Tumor Necrosis Factor alpha (TNF-a). Endotoxin (lipopolysaccharide or LPS) is a potent mediator implicated in the pathogenesis
of sepsis and septic shock. The dysregulated over-production of IL-1B, IL-6 and TNF-a can induce organ failure and cause death.

 

 

An
objective of the study was to rebalance elevated cytokine levels and optimize the elimination of endotoxin from human blood plasma.
The study was conducted in triplicate over four-hour time periods with a pediatric version of Sigyn Therapy. Average reduction
of endotoxin load peaked at 83{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} during the studies. The average reduction of IL-1B was 69{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, IL-6 reduction was 59{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and TNF-a reduction
was 57{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} during the four-hour studies. The Company plans to incorporate the resulting data into an Investigational Device Exemption
(IDE) that it plans to submit to the United States Food and Drug Administration (FDA) in 2021.

 

Sigyn
Therapeutics also disclosed that it is evaluating the ability of Sigyn Therapy to address CytoVesicles that transport cytokines
and other inflammatory cargos throughout the bloodstream. The Company believes that the simultaneous clearance of circulating
CytoVesicles, endotoxin and inflammatory cytokines would be a significant advancement that may overcome the limitations of previous
drugs and devices to address life-threatening inflammatory conditions.

 

To
learn more, visit www.SigynTherapeutics.com or www.SigynTherapy.com

 

The
Company has prepared its financial statements in accordance with accounting principles generally accepted in the United States
of America (“GAAP”).

 

NOTE
2 – BASIS OF PRESENTATION

 

The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for
the periods presented.

 

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

 

Going
Concern

 

The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had
an accumulated deficit of approximately $1,550 at December 31, 2019, had a working capital deficit of approximately $910 at December
31, 2019, had a net loss of approximately $1,550 from date of formation (October 29, 2019) through December 31, 2019 and net cash
used in operating activities of approximately $0 from date of formation (October 29, 2019) through December 31, 2019, respectively,
with limited revenue earned since date of formation, and a lack of operational history. These matters raise substantial doubt
about the Company’s ability to continue as a going concern.

 

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

 

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

 

NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

 

Use
of Estimates

 

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

 

Cash

 

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

 

Income
Taxes

 

The
Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying
financial statements. All of the Company’s income or losses are passed through to its members.

 

Advertising
and Marketing Costs

 

Advertising
expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the
periods presented.

 

Revenue
Recognition

 

On
October 29, 2019, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts
with Customers,
using the modified retrospective approach for all contracts not completed as of the date of adoption. Results
for the reporting periods beginning on October 29, 2019 are presented under ASC 606, while prior period amounts are not adjusted
and continue to be reported in accordance with accounting under ASC 605, Revenue Recognition. As a result of adopting ASC
606, amounts reported under ASC 606 were not materially different from amounts that would have been reported under the previous
revenue guidance of ASC 605, as such, there was no cumulative adjustment to retained earnings.

 

The
Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance
obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we
expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:

 

  1. Identification
of the contract, or contracts, with a customer.
  2. Identification
of the performance obligations in the contract.
  3. Determination
of the transaction price.
  4. Allocation
of the transaction price to the performance obligations in the contract
  5. Recognition
of revenue when, or as, we satisfy a performance obligation.

 

At
contract date of formation, the Company assesses the services promised in our contracts with customers and identifies a performance
obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance
obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated
or are implied by customary business practices.

 

 

The
following conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists,
(ii) (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for an allowance
for doubtful account based on history and experience considering economic and industry trends. The Company does not expect to
have any off-Balance Sheet exposure related to its customers.

 

The
Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned
as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude
in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross
sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have
latitude in establishing prices.

 

From
date of formation (October 29, 2019) through December 31, 2019, we had no revenue.

 

Property
and Equipment

 

Property
and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets,
generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.
When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting
gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases
in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

 

Intangible
Assets

 

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

 

Impairment
of Long-lived Assets

 

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

 

Our
impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including
forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that
reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived
assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party
comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or
our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. For the
period from date of formation (October 29, 2019) through December 31, 2019, the Company had not experienced impairment losses
on its long-lived assets. However, there can be no assurances that the demand for the Company’s products and services will
continue, which could result in an impairment of long-lived assets in the future.

 

Fair
Value of Financial Instruments

 

The
provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments,
both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value,
and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction
between willing parties. As of December 31, 2019, the fair value of cash, accounts payable, accrued expenses, and notes payable
approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate
with market rates.

 

 

Fair
Value Measurements

 

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

 

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

 

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

 

Basic
and diluted earnings per share

 

Diluted
earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject
to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported,
the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

 

The
total number of potential additional dilutive securities outstanding for the period from date of formation (October 29, 2019)
through December 31, 2019 was none.

 

Stock
Based Compensation

 

In
accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation
costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements
over the period during which employees are required to provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation
cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective
vesting periods of the option grant. We apply this statement prospectively. Equity instruments (“instruments”) issued
to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity
Based Payments to Non-Employees
(“ASC 505”) defines the measurement date and recognition period for such instruments.
In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the
non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized
over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. We have no stock-based
compensation for the period from date of formation (October 29, 2019) through December 31, 2019.

 

Related
Parties

 

Related
parties are any entities or individuals that, through employment, ownership, or other means, possess the ability to direct or
cause the direction of the management and policies of the Company.

 

 

Concentrations,
Risks, and Uncertainties

 

Business
Risk

 

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

 

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

 

Interest
rate risk

 

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

 

Credit
risk

 

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

 

There
were no customers that accounted for 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of total revenue for the period from date of formation (October 29, 2019) through
December 31, 2019. There were no customers that comprised 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of accounts receivable as of December 31, 2019.

 

Seasonality

 

The
business is not subject to substantial seasonal fluctuations.

 

Major
Suppliers

 

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

 

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

 

Recently
Issued Accounting Updates

 

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

 

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

 

 

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

 

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

 

NOTE
4 – STOCKHOLDERS’ DEFICIT

 

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

 

The
Company has authorized 1,000,000 shares of par value $0.001 common stock, of which 500,000 shares are outstanding as of December
31, 2019.

 

NOTE
5 – Related Party Transactions

 

Other
than as set forth below, and as disclosed in Notes 4, and 7, there have not been any transaction entered into or been a participant
in which a related person had or will have a direct or indirect material interest.

 

NOTE
6 – COMMITMENTS AND CONTINGENCIES

 

Legal

 

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

 

NOTE
7 – SUBSEQUENT EVENTS

 

The
Company evaluated all events or transactions that occurred after December 31, 2019 up through the date the financial statements
were available to be issued. During this period, the Company did not have any material recognizable subsequent events required
to be disclosed as of and for the year ended December 31, 2019 except for the following:

 

 

Operational
Milestones

 

  December
1, 2020 (Report of In Vitro Study Results)
– On December 1, 2020, the Company reported the results of an in
vitro
study that demonstrated the ability of Sigyn Therapy to deplete the presence of critical inflammatory targets from
human blood plasma. In the study, Sigyn Therapy simultaneously reduced the presence of endotoxin and relevant pro-inflammatory
cytokines, which included Interleukin-1 Beta (IL-1B), Interleukin-6 (IL-6) and Tumor Necrosis Factor alpha (TNF-a). Endotoxin
(lipopolysaccharide or LPS) is a potent mediator implicated in the pathogenesis of sepsis and septic shock. The dysregulated
over-production of IL-1B, IL-6 and TNF-a can induce organ failure and cause death.
     
  January
8, 2020 (Patent)
– James Joyce, the Company’s CEO and Craig Roberts, the Company’s COO, assigned
to the Company the rights to patent 62/881,740 pertaining to the devices, systems and methods for the broad-spectrum reduction
of pro-inflammatory cytokines in blood.

 

Convertible
Promissory Debentures

 

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

 

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

 

  June
23, 2020 (Convertible Note Payable – $50,000, as amended on October 20, 2020 to $55,000)
– On June 23, 2020
(the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with respect to the sale and issuance to institutional investor Osher Capital Partners
LLC
(“Osher”) of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture
(the “Note”) due June 23, 2021, based on $1.00 for each $1.00 paid by Osher and (ii) five-year Common Stock Purchase
Warrants (“Warrants”) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an
exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance
of the Note and Warrants was $50,005 which was issued at a $0 original issue discount from the face value of the Note.
     
  The
Company and Osher amended the convertible debt agreement as follows on October 20, 2020:

 

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

 

  June
23, 2020 (Convertible Note Payable – $50,000, as amended on October 20, 2020 to $55,000)
– On June 23, 2020
(the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with respect to the sale and issuance to institutional investor Brio Capital Maser Fund,
Ltd.
(“Brio”) of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture
(the “Note”) due June 23, 2021, based on $1.00 for each $1.00 paid by Brio and (ii) five-year Common Stock Purchase
Warrants (“Warrants’) to purchase up to an aggregate of 10,000 shares of the Company’s Common Stock at an
exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance
of the Note and Warrants was $50,000 which was issued at a $0 original issue discount from the face value of the Note.

 

 

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

 

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

 

    On
December 2, 2020, Brio elected to convert the aggregate principal amount of the Note, $55,000, into 141,020 common shares.
     
  August
18, 2020 (Convertible Note Payable – $25,000, as amended on October 20, 2020 to $27,500)
– On August 18, 2020
(the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with respect to the sale and issuance to institutional investor Christopher Wetzel (“Wetzel”)
of (i) $25,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”)
due August 18, 2021, based on $1.00 for each $1.00 paid by Wetzel and (ii) five-year Common Stock Purchase Warrants (“Warrants’)
to purchase up to an aggregate of 5,000 shares of the Company’s Common Stock at an exercise price of $30.00 per share.
The aggregate cash subscription amount received by the Company from Wetzel for the issuance of the Note and Warrants was $25,000
which was issued at a $0 original issue discount from the face value of the Note.
     
    The
Company and Wetzel amended the convertible debt agreement as follows on October 20, 2020:

 

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

 

    On
October 28, 2020, Wetzel elected to convert the aggregate principal amount of the Note, $27,500, into 70,510 common shares.
     
  September
17, 2020 (Convertible Note Payable – $181,500)
– On September 17, 2020 (the “Original Issue Date”),
the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and
issuance to institutional investor Osher Capital Partners LLC (“Osher”)
of (i) $181,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”)
due September 30, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Osher and (ii) five-year Common Stock Purchase
Warrants (“Warrants’) to purchase up to an aggregate of 8,250 shares of the Company’s Common Stock at an
exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Osher for the issuance
of the Note and Warrants was $165,000 which was issued at a $16,500 original issue discount from the face value of the Note.
     
    The
Company and Osher amended the convertible debt agreement as follows on October 20, 2020:

 

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

 

 

  September
18, 2020 (Convertible Note Payable – $93,500)
– On September 18, 2020 (the “Original Issue Date”),
the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and
issuance to institutional investor Brio Capital Maser Fund, Ltd. (“Brio”)
of (i) $93,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”)
due September 30, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Brio and (ii) five-year Common Stock Purchase
Warrants (“Warrants’) to purchase up to an aggregate of 4,250 shares of the Company’s Common Stock at an
exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Brio for the issuance
of the Note and Warrants was $85,000 which was issued at a $8,500 original issue discount from the face value of the Note.
     
    The
Company and Brio amended the convertible debt agreement as follows on October 20, 2020:

 

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

 

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

 

  September
21, 2020 (Convertible Note Payable – $165,000)
– On September 21, 2020 (the “Original Issue Date”),
the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and
issuance to institutional investor Joseph Eisenberger (“Eisenberger”)
of (i) $165,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”)
due September 30, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Eisenberger
and (ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 7,500
shares of the Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount
received by the Company from Eisenberger for the issuance of the Note and Warrants
was $150,000 which was issued at a $15,000 original issue discount from the face value of the Note.

 

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

 

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

 

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

 

  September
28, 2020 (Convertible Note Payable – $27,500, as amended on October 20, 2020 to $22,000)
– On September 28,
2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with respect to the sale and issuance to institutional investor Ross
DiMaggio
(“DiMaggio”) of (i) $27,500 aggregate principal amount of Original Issue Discount Senior Convertible
Debenture (the “Note”) due August 28, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by DiMaggio and
(ii) five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,000 shares of the
Company’s Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by
the Company from DiMaggio for the issuance of the Note and Warrants was $20,000 which was issued at a $7,500 original issue
discount from the face value of the Note.

 

 

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

 

  The
parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount
received by the Company from DiMaggio for the issuance of the Note and Warrants was $20,000 which was issued at an amended
$2,000 original issue discount from the face value of the Note.
  The
parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408
warrant shares at an exercise price of $0.59 per share.
  The
parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

 

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

 

  September
29, 2020 (Convertible Note Payable – $33,000)
– On September 29, 2020 (the “Original Issue Date”),
the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and
issuance to institutional investor David W. Unger (“Unger”) of (i)
$33,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due August
18, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Unger and (ii) five-year Common Stock Purchase Warrants
(“Warrants’) to purchase up to an aggregate of 1,500 shares of the Company’s Common Stock at an exercise
price of $30.00 per share. The aggregate cash subscription amount received by the Company from Unger for the issuance of the
Note and Warrants was $30,000 which was issued at a $3,000 original issue discount from the face value of the Note.

 

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

 

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

 

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

 

There
were no other events subsequent to December 31, 2019, and up to the date of this filing that would require disclosure.

 

 

 

 

Exhibit
99.2

 

SIGYN
THERAPEUTICS, INC.

 

Index
to Financial Statements

 

CONTENTS

 

 

 

SIGYN
THERAPEUTICS, INC.

UNAUDITED
CONDENSED BALANCE SHEETS

 

    September
30,
    December
31,
 
    2020     2019  
ASSETS                
Current assets:                
Cash   $ 365,145     $  
Total current assets     365,145        
                 
Intangible
assets
    10,199        
Total
assets
  $ 375,344     $  
                 
LIABILITIES AND STOCKHOLDERS’
DEFICIT
               
Current liabilities:                
Accounts payable   $ 1,090     $ 910  
Accrued
payroll taxes
    22,021        
Total
current liabilities
    23,111       910  
Long-term liabilities:                
Convertible
notes, net of unamortized debt discount of $100,299 and $0 at September 30, 2020 and December 31, 2019, respectively
    849,576        
Total
long-term liabilities
    849,576        
Total liabilities     872,687       910  
                 
Commitments and contingencies                
                 
Stockholders’
deficit
               
Common units, $0.001 par value, 1,000,000
shares authorized; 500,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively
    500       500  
Additional paid-in-capital     223,700       140  
Accumulated deficit     (721,543 )     (1,550 )
Total stockholders’
deficit
    (497,343 )     (910 )
Total
liabilities and stockholders’ deficit
  $ 375,344     $  

 

See
accompanying notes to unaudited condensed financial statements

 

 

SIGYN
THERAPEUTICS, INC.

UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS

 

                From
Date of
 
                Formation  
    For
the Nine
    For
the Three
    (October
29,
 
    Months
Ended
    Months
Ended
    2019)
to
 
    September
30,
    September
30,
    December
31,
 
    2020     2020     2019  
    (unaudited)     (unaudited)     (audited)  
Revenues   $     $     $  
                         
Cost of Sales                  
                         
Gross Profit                  
                         
Operating expenses:                        
Marketing
expenses
    505       400        
Research and development     1,978              
General
and administrative
    569,384       202,576       1,550  
Total
operating expenses
    571,867       202,976       1,550  
Loss from operations     (571,867 )     (202,976 )     (1,550 )
                         
Other expense:                        
Interest
expense
    148,126       60,262        
Total other expense,
net
    148,126       60,262        
                         
Loss before income taxes     (719,993 )     (263,238 )     (1,550 )
Income
taxes
                 
                         
Net
loss
  $ (719,993 )   $ (263,238 )   $ (1,550 )
                         
Net loss per
share, basic and diluted
  $ (1.44 )   $ (0.53 )   $ (0.00 )
                         
Weighted average number of shares outstanding                        
Basic
and diluted
    500,000       500,000       500,000  

 

See
accompanying notes to unaudited condensed financial statements

 

 

SIGYN
THERAPEUTICS, INC.

STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

                            Total  
    Common
Shares
    Additional
Paid
    Accumulated     Stockholders’  
    Shares     Amount     in
Capital
    Deficit     Deficit  
Balance as of October 29, 2019 (Date
of Formation)
        $     $     $     $                       –  
Issuance of common stock
to founders
    500,000       500       (500 )            
Expenses paid by founders                 640               640  
Net loss                       (1,550 )     (1,550 )
Balance as of
December 31, 2019
    500,000     $ 500     $ 140     $ (1,550 )   $ (910 )
Issuance of warrants with short-term
convertible notes
                223,560               223,560  
Net loss                       (719,993 )     (719,993 )
Balance as of
September 30, 2020
    500,000     $ 500     $ 223,700     $ (721,543 )   $ (497,343 )

 

See
accompanying notes to unaudited condensed financial statements

 

 

SIGYN
THERAPEUTICS, INC.

UNAUDITED
CONDENSED STATEMENT OF CASH FLOWS

 

    For
the Nine
 
    Months
Ended
 
    September
30,
 
    2020  
    (unaudited)  
Cash flows from operating activities:        
Net
loss
  $ (719,993 )
Adjustments to reconcile
net loss to net cash provided by (used in) operating activities:
       
Amortization expense     600  
Accretion of debt
discount and debt issuance costs
    148,136  
Changes in operating
assets and liabilities:
       
Accounts payable     180  
Accrued
payroll taxes
    22,021  
Net
cash used in operating activities
    (549,056 )
         
Cash flows from investing activities:        
Purchases
of computer equipment
    (10,799 )
Net
cash used in investing activities
    (10,799 )
         
Cash flows from financing activities:        
Proceeds
from long-term notes, net of debt issuance costs of $85,500
    925,000  
Net
cash provided by financing activities
    925,000  
         
Net decrease
in cash
    365,145  
         
Cash at beginning of period      
Cash at end of period   $ 365,145  
         
Supplemental disclosures of cash flow
information:
       
Cash paid during
the period for:
       
Interest   $  
Income taxes   $  
         
Non-cash investing and financing activities:        
Warrants issued
to third party in conjunction with debt issuance
  $ 223,560  
Total debt issuance
costs at origination
  $ 85,500  

 

See
accompanying notes to unaudited condensed financial statements

 

 

SIGYN
THERAPEUTICS, INC.

NOTES
TO THE FINANCIAL STATEMENTS

FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

 

NOTE
1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Corporate
History and Background

 

Sigyn
Therapeutics, Inc. (“Sigyn” or the “Company”) was established on October 29, 2019 in the State of Delaware.

 

The
Company is an development-stage therapeutic technology company headquartered in San Diego, California USA whose focus is
to address a significant unmet need in global health: the treatment of life-threatening inflammatory conditions precipitated
by Cytokine Storm Syndrome, a hyperactive immune response that can induce multiple organ failure and cause death.

 

On
August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange
Agreement (the “Agreement”) with Sigyn, whereby the Registrant will acquire 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares
of common stock of Sigyn, in exchange for a total of 75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the fully paid and nonassessable shares of the Registrant’s
common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Closing Date
for the Acquisition was October 19, 2020, at which date, upon FINRA approval, the Company’s trading symbol changed to SIGY.

 

Upon
the Closing of, and as a result of, the Acquisition, Sigyn became a wholly-owned subsidiary of the Company, and following the
consummation of the Acquisition and giving effect to the issuance of the Company’s shares of common stock as part of the
Acquisition, as well as additional shares of common stock to be issued to noteholders and warrant holders of both the Company
and Sigyn, the stockholders of Sigyn will beneficially own approximately Seventy-five percent (75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the issued and outstanding
Common Stock of the Company on a fully diluted basis. As part of the Acquisition, Sigyn may offer, in a private placement transaction
up to $1,500,000 of convertible notes, of which the Company’s shareholders may invest up to $500,000, which convertible
notes shall have a term of one year and pay an Original Issuer Discount (OID) of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and a note conversion price of $20 (based
on an approximate Sigyn valuation of $12,500,000) and the noteholders shall receive a five-year warrant to purchase a common share
based on a price equal to $30 (based on an approximate Sigyn valuation of $17,500,000.

 

In
addition, in connection with the Acquisition, the two principals of Sigyn will be appointed to serve as members of the Company’s
board of directors. The parties have taken the actions necessary to provide that the Acquisition
is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended.
The
Acquisition will result in a change in the composition and control of the board of directors of the Company.

 

As
a result of completing the merger, the Company extinguished all previously reported liabilities, its preferred class of shares,
and all stock purchase options. The reported liabilities totaling $3,429,516 converted into a total of 7,907,351 common shares.

 

On
October 12, 2020, the Company changed its name to Sigyn Therapeutics, Inc. from Reign Resources Corporation pursuant to an amendment
to its articles of incorporation filed with the State of Delaware on that date.

 

Sigyn
Therapy™ is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum
depletion of inflammatory targets from the bloodstream. The device is designed for use on dialysis and CRRT machines that are
located in hospitals and clinics worldwide. Cytokine storm syndrome is the hallmark of sepsis, which is the most common cause
of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is
associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include
but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver
failure, such as hepatic encephalopathy.

 

Sigyn
Therapy may also be a candidate to stabilize or extend the lives of patients waiting for the identification of a matched
liver for transplantation. In such a scenario, Sigyn Therapy would serve as a bridge-to-liver transplant.

 

 

On
December 1, 2020, The Company reported the results of an in vitro study that demonstrated the ability of Sigyn Therapy
to deplete the presence of critical inflammatory targets from human blood plasma. In the study, Sigyn Therapy simultaneously reduced
the presence of endotoxin and relevant pro-inflammatory cytokines, which included Interleukin-1 Beta (IL-1B), Interleukin-6 (IL-6)
and Tumor Necrosis Factor alpha (TNF-a). Endotoxin (lipopolysaccharide or LPS) is a potent mediator implicated in the pathogenesis
of sepsis and septic shock. The dysregulated over-production of IL-1B, IL-6 and TNF-a can induce organ failure and cause death.

 

An
objective of the study was to rebalance elevated cytokine levels and optimize the elimination of endotoxin from human blood plasma.
The study was conducted in triplicate over four-hour time periods with a pediatric version of Sigyn Therapy. Average reduction
of endotoxin load peaked at 83{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} during the studies. The average reduction of IL-1B was 69{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, IL-6 reduction was 59{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and TNF-a reduction
was 57{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} during the four-hour studies. The Company plans to incorporate the resulting data into an Investigational Device Exemption
(IDE) that it plans to submit to the United States Food and Drug Administration (FDA) in 2021.

 

Sigyn
Therapeutics also disclosed that it is evaluating the ability of Sigyn Therapy to address CytoVesicles that transport cytokines
and other inflammatory cargos throughout the bloodstream. The Company believes that the simultaneous clearance of circulating
CytoVesicles, endotoxin and inflammatory cytokines would be a significant advancement that may overcome the limitations of previous
drugs and devices to address life-threatening inflammatory conditions.

 

To
learn more, visit www.SigynTherapeutics.com or www.SigynTherapy.com

 

The
Company has not begun its planned principal operations, and accordingly, the Company has prepared its financial statements in
accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

NOTE
2 – BASIS OF PRESENTATION

 

The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for
the periods presented.

 

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

 

Going
Concern

 

The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had
an accumulated deficit of approximately $722,000 at September 30, 2020, had working capital of approximately $342,000
at September 30, 2020 and a working capital deficit of $910 at December 31, 2019, respectively, had a net loss of approximately
$720,000 for the nine months ended September 30, 2020, and net cash used in operating activities of approximately $549,000 for
the nine months ended September 30, 2020, with limited revenue earned since inception, and a lack of operational history. These
matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

 

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

 

NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

Use
of Estimates

 

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

 

Cash

 

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

 

Income
Taxes

 

The
Company is treated as a partnership for income tax purposes; accordingly, income taxes have not been provided for in the accompanying
financial statements. All of the Company’s income or losses are passed through to its members.

 

Advertising
and Marketing Costs

 

Advertising
expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the
periods presented.

 

Revenue
Recognition

 

On
October 29, 2019, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts
with Customers,
using the modified retrospective approach for all contracts not completed as of the date of adoption. Results
for the reporting periods beginning on October 29, 2019 are presented under ASC 606, while prior period amounts are not adjusted
and continue to be reported in accordance with accounting under ASC 605, Revenue Recognition. As a result of adopting ASC
606, amounts reported under ASC 606 were not materially different from amounts that would have been reported under the previous
revenue guidance of ASC 605, as such, there was no cumulative adjustment to retained earnings.

 

The
Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance
obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we
expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:

 

  1.
Identification
of the contract, or contracts, with a customer.
  2.
Identification
of the performance obligations in the contract.
  3.
Determination
of the transaction price.
  4.
Allocation
of the transaction price to the performance obligations in the contract
  5.
Recognition
of revenue when, or as, we satisfy a performance obligation.

 

 

At
contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation
for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations,
the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied
by customary business practices.

 

The
following conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists,
(ii) (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for an allowance
for doubtful account based history and experience considering economic and industry trends. The Company does not expect to have
any off-Balance Sheet exposure related to its customers.

 

The
Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned
as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude
in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross
sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have
latitude in establishing prices.

 

For
the three and nine months ended September 30, 2020 and from inception (October 29, 2019) through December 31, 2019, we had no
revenue.

 

Property
and Equipment

 

Property
and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets,
generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized.
When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting
gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases
in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

 

Intangible
Assets

 

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

 

Assignment
of Patent

 

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

 

Impairment
of Long-lived Assets

 

We
periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances
indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum
of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is
not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There
are no impairments as of September 30, 2020.

 

Our
impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including
forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that
reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived
assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party
comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or
our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. For the
three and nine months ended September 30, 2020 and from inception (October 29, 2019) through December 31, 2019, the Company had
not experienced impairment losses on its long-lived assets. However, there can be no assurances that the demand for the Company’s
products and services will continue, which could result in an impairment of long-lived assets in the future.

 

 

Fair
Value of Financial Instruments

 

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

 

Fair
Value Measurements

 

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

 

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

 

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

 

Basic
and diluted earnings per share

 

Diluted
earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject
to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported,
the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

 

The
total number of potential additional dilutive securities outstanding for the three and nine months ended September 30, 2020 and
for the period from inception (October 29, 2019) through December 31, 2019 was none.

 

Stock
Based Compensation

 

In
accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation
costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements
over the period during which employees are required to provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation
cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective
vesting periods of the option grant. We apply this statement prospectively. Equity instruments (“instruments”) issued
to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity
Based Payments to Non-Employees
(“ASC 505”) defines the measurement date and recognition period for such instruments.
In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the
non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized
over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. We have no stock based
compensation for the three and nine months ended September 30, 2020 and for the period from inception (October 29, 2019) through
December 31, 2019.

 

 

Related
Parties

 

Related
parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause
the direction of the management and policies of the Company.

 

Concentrations,
Risks, and Uncertainties

 

Business
Risk

 

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

 

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

 

Interest
rate risk

 

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

 

Credit
risk

 

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

 

There
were no customers that accounted for 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of total revenue for the three and nine months ended December 31, 2019. There
were no customers that comprised 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of accounts receivable at September 30, 2019 and December 31, 2019.

 

Seasonality

 

The
business is not subject to substantial seasonal fluctuations.

 

Major
Suppliers

 

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

 

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

 

 

Recent
Accounting Pronouncements

 

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

 

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

 

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

 

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

 

NOTE
4 – INTANGIBLE ASSETS

 

Intangible
assets consisted of the following as of:

 

    Estimated
life
  September
30, 2020
    December
31, 2019
 
Website   3 years   $ 10,799     $             –  
Accumulated amortization         (600 )      
        $ 10,199     $  

 

As
of September 30, 2020, estimated future amortization expenses related to intangible assets were as follows:

 

    Intangible
Assets
 
2020   $ 900  
2021     3,600  
2022     3,600  
2023     2,099  
    $ 10,199  

 

 

The
Company had amortization expense of $600, $600, and $0 for the three and nine months ended September 30, 2020 and for the year
ended December 31, 2019, respectively.

 

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

 

NOTE
5 – Convertible Promissory DEBENTURES

 

Convertible
notes payable consisted of the following:

 

    September
30, 2020
    December
31, 2019
 
             
January 28, 2020
($385,000)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
  $ 385,000     $             –  
June 23, 2020 ($50,000)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    50,000        
June 23, 2020 ($50,000)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    50,000        
August 18, 2020 ($25,000)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    25,000        
September 17, 2020 ($181,500)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    181,500        
September 18, 2020 ($93,500)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    93,500        
September 21, 2020 ($165,000)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    165,000        
September 28, 2020 ($27,500)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    27,500        
September
28, 2020 ($33,000)
– 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} interest per annum outstanding principal and interest due October 20, 2021
    33,000        
                 
Total convertible notes payable     1,010,500        
Original issue discount     (60,625 )        
Debt discount     (100,299 )      
                 
Total convertible
notes payable
  $ 849,576     $  

 

Principal
payments on convertible promissory debentures are due as follows:

 

Year ending December 31,      
2020   $  
2021     1,010,500  

 

 

Osher
– $385,000

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

On
June 23, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with respect to the sale and issuance to institutional investor Brio Capital
Maser Fund, Ltd.
(“Brio”) of (i) $50,000 aggregate principal amount of Original Issue Discount Senior Convertible
Debenture (the “Note”) due June 23, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Brio and (ii) five-year
Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 10,000 shares of the Company’s
Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Brio
for the issuance of the Note and Warrants was $50,000 which was issued at a $0 original issue discount from the face value of
the Note.

 

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

 

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

 

 

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

 

Wetzel
– $25,000 (as amended on October 20, 2020 to $27,500)

 

On
August 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with respect to the sale and issuance to institutional investor Christopher
Wetzel
(“Wetzel”) of (i) $25,000 aggregate principal amount of Original Issue Discount Senior Convertible Debenture
(the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Wetzel and (ii) five-year
Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 5,000 shares of the Company’s
Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Wetzel
for the issuance of the Note and Warrants was $25,000 which was issued at a $0 original issue discount from the face value of
the Note.

 

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

 

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

 

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

 

Osher
– $181,500

 

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

 

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

 

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

 

Brio
– $93,500

 

On
September 18, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with respect to the sale and issuance to institutional investor Brio Capital
Maser Fund, Ltd.
(“Brio”) of (i) $93,500 aggregate principal amount of Original Issue Discount Senior Convertible
Debenture (the “Note”) due September 30, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Brio and (ii)
five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 4,250 shares of the Company’s
Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Brio
for the issuance of the Note and Warrants was $85,000 which was issued at a $8,500 original issue discount from the face value
of the Note.

 

 

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

 

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

 

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

 

Eisenberger
– $165,000

 

On
September 21, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with respect to the sale and issuance to institutional investor Joseph
Eisenberger
(“Eisenberger”) of (i) $165,000 aggregate principal
amount of Original Issue Discount Senior Convertible Debenture (the “Note”) due September 30, 2021, based on $1.00
for each $0.90909 for each $1.00 paid by Eisenberger and (ii) five-year Common Stock
Purchase Warrants (“Warrants’) to purchase up to an aggregate of 7,500 shares of the Company’s Common Stock
at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Eisenberger
for the issuance of the Note and Warrants was $150,000 which was issued at a $15,000 original issue discount from the face
value of the Note.

 

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

 

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

 

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

 

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

 

On
September 28, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with respect to the sale and issuance to institutional investor Ross DiMaggio
(“DiMaggio”) of (i) $27,500 aggregate principal amount of Original Issue Discount Senior Convertible Debenture
(the “Note”) due August 28, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by DiMaggio and (ii) five-year
Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,000 shares of the Company’s
Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from DiMaggio
for the issuance of the Note and Warrants was $20,000 which was issued at a $7,500 original issue discount from the face value
of the Note.

 

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

 

  The
parties amended the Note for the aggregate principal amount from $27,500 to $22,000. The aggregate cash subscription amount
received by the Company from Wetzel for the issuance of the Note and Warrants was $20,000 which was issued at an amended $2,000
original issue discount from the face value of the Note.
  The
parties amended the Warrants dated September 28, 2020, for the number of warrant shares from 1,000 warrant shares to 56,408
warrant shares at an exercise price of $0.59 per share.
  The
parties amended the Note for the maturity date from August 18, 2021 to October 20, 2021.

 

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

 

 

Unger
– $33,000

 

On
September 29, 2020 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with respect to the sale and issuance to institutional investor David
W. Unger
(“Unger”) of (i) $33,000 aggregate principal amount of Original Issue Discount Senior Convertible
Debenture (the “Note”) due August 18, 2021, based on $1.00 for each $0.90909 for each $1.00 paid by Unger and (ii)
five-year Common Stock Purchase Warrants (“Warrants’) to purchase up to an aggregate of 1,500 shares of the Company’s
Common Stock at an exercise price of $30.00 per share. The aggregate cash subscription amount received by the Company from Unger
for the issuance of the Note and Warrants was $30,000 which was issued at a $3,000 original issue discount from the face value
of the Note.

 

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

 

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

 

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

 

NOTE
6 – STOCKHOLDERS’ DEFICIT

 

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

 

The
Company has authorized 1,000,000 shares of par value $0.001 common stock, of which 500,000 shares are outstanding at December
31, 2019.

 

NOTE
7 – Related Party Transactions

 

Other
than as set forth below, and as disclosed in Note 6, there have not been any transaction entered into or been a participant in
which a related person had or will have a direct or indirect material interest.

 

Sigyn
had no employment agreement with its CEO and COO but Sigyn still incurred compensation on behalf of the CEO and COO.

 

The
Company incurred compensation expense of $75,000, $300,260 and $0 and employee benefits of $5,106, $15,318, and
$0 for the three and nine months ended September 30, 2020 and for the year ended December 31, 2019, respectively, to James Joyce,
the Company’s CEO.

 

The
Company incurred compensation expense of $30,000, $168,015 and $0 and employee benefits of $5,106, $15,318, and
$0 for the three and nine months ended September 30, 2020 and for the year ended December 31, 2019, respectively, to Craig Roberts,
the Company’s COO.

 

NOTE
8 – COMMITMENTS AND CONTINGENCIES

 

Legal

 

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

 

NOTE
9 – SUBSEQUENT EVENTS

 

The
Company evaluated all events or transactions that occurred after September 30, 2020 up through the date the financial statements
were available to be issued. During this period, the Company did not have any material recognizable subsequent events required
to be disclosed as of and for the period ended September 30, 2020 except for the following:

 

Operational
Milestones

 

  December
1, 2020 (Report of In Vitro Study
Results) –
On December 1, 2020, the Company reported the results of an in
vitro
study that demonstrated the ability of Sigyn Therapy to deplete the presence of critical inflammatory targets from
human blood plasma. In the study, Sigyn Therapy simultaneously reduced the presence of endotoxin and relevant pro-inflammatory
cytokines, which included Interleukin-1 Beta (IL-1B), Interleukin-6 (IL-6) and Tumor Necrosis Factor alpha (TNF-a). Endotoxin
(lipopolysaccharide or LPS) is a potent mediator implicated in the pathogenesis of sepsis and septic shock. The dysregulated
over-production of IL-1B, IL-6 and TNF-a can induce organ failure and cause death.

 

There
were no other events subsequent to September 30, 2020, and up to the date of this filing that would require disclosure.

 

 

 

Exhibit
99.3

 

SIGYN
THERAPEUTICS, INC.

 

UNAUDITED
PROFORMA

CONDENSED
COMBINED FINANCIAL STATEMENTS

 

TABLE
OF CONTENTS

 

 

 

SIGYN
THERAPEUTICS, INC.

UNAUDITED
PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

OF
THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2019 AND

AS
OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020

 

The
following unaudited proforma condensed combined financial statements give effect to the October 19, 2020 Share Exchange Agreement
whereby Reign Resources Corporation, a Delaware corporation (“Registrant”) will acquire 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding
shares of common stock of Sigyn Therapeutics, Inc. (“Sigyn” or the “Company”), in exchange for a total
of 75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the fully paid and nonassessable shares of the Registrant’s common stock outstanding immediately following the
Closing of the Agreement (the “Acquisition”). The Company is an early-stage therapeutic technology company headquartered
in San Diego, California USA whose focus is to address a significant unmet need in global health; the treatment of life-threatening
inflammatory conditions precipitated by Cytokine Storm Syndrome, a hyperactive immune response that can induce multiple organ
failure and cause death. Upon the closing of the Acquisition, the Company extinguished all previously reported liabilities, its
preferred class of shares, and all stock purchase options. The reported liabilities totaling $3,429,516 converted into a total
of 7,907,351 common shares

 

The
acquisition will be accounted for as a “reverse merger’’ and recapitalization since the stockholders of SDI
will own a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming
that holders of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the Public Shares exercise their conversion rights. SDI will be deemed to be the accounting acquirer in
the transaction and, consequently, the transaction is treated as a recapitalization of SDI. Accordingly, the assets and liabilities
and the historical operations that are reflected in the financial statements are those of SDI and are recorded at the historical
cost basis of SDI. North Shore’s assets, liabilities and results of operations will be consolidated with the assets, liabilities
and results of operations of SDI after consummation of the acquisition.

 

The
unaudited proforma condensed combined balance sheet as of September 30, 2020, together with the unaudited condensed combined statements
of operations for the year ended December 31, 2019 and for the three and nine months ended September 30, 2020 presented herein
gives effect to the Acquisition as if the transaction had occurred at the beginning of such periods and includes certain adjustments
that are directly attributable to the transaction which are expected to have a continuing impact on the Company, and are factually
supportable, as summarized in the accompanying notes and assumptions. The unaudited condensed combined pro forma statements of
operations and balance sheet are based on the historical financial statements of the Registrant and Sigyn for the nine months
ended September 30, 2020 and for the year ended December 31, 2019.

 

The
proforma condensed combined financial statements presented herein are unaudited and have been prepared for illustrative purposes
only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the
results that actually would have been realized had the Company and Sigyn been a combined company during the specified periods.
The unaudited proforma condensed combined financial statements, including the notes and assumptions thereto, are qualified in
their entirety by reference, and should be read in conjunction with:

 

  The
accompanying notes and assumptions to the unaudited proforma condensed combined financial statements.
     
  the
audited consolidated financial statements of the Company for the year ended December 31, 2019 and the related notes thereto,
included in its Annual Report on Form 10-K and the unaudited consolidated financial statements of the Company for the three
and nine months ended September 30, 2020 and the related notes thereto, included in its Quarterly Report on Form 10-Q both
as filed with the Securities and Exchange Commission.
     
  The
audited financial statements of Sigyn for the year ended December 31, 2019 as filed herewith as Exhibit 99.1 to this Form
8-K.
     
  The
unaudited financial statements of Sigyn for the three and nine months ended September 30, 2020 and 2019 as filed herewith
as Exhibit 99.2 to this Form 8-K.

 

The
purchase price allocation for Sigyn takes into account the information management believes is reasonable.

 

 

SIGYN
THERAPEUTICS, INC.

PROFORMA
CONDENSED COMBINED BALANCE SHEET

SEPTEMBER
30, 2020

(Unaudited)

 

                      Excluded                    
    Reign     Sigyn           Assets
and
    Adjustment     Pro
Forma
    Pro
Forma
 
    Corporation     Therapeutics     Combined     Liabilities     Letter     Adjustments     Combined  
    (Historical)     (Historical)           (A)                    
ASSETS                                                        
Current assets:                                                        
Cash   $     $ 365,145     $ 365,145     $                     $ 365,145  
Inventory     586,047             586,047                             586,047  
Total current assets     586,047       365,145       951,192                             951,192  
                                                       
Equipment, net     2,073             2,073                           2,073  
Intangible
assets
    22,061       10,199       32,260                           32,260  
Total
assets
  $ 610,181     $ 375,344     $ 985,525     $                     $ 985,525  
                                                         
LIABILITIES AND STOCKHOLDERS’
DEFICIT
                                                       
Current liabilities:                                                        
Accounts payable   $ 38,745     $ 1,090     $ 39,835     $ (38,745 )                   $ 1,090  
Accrued compensation
– related party
    1,227,264             1,227,264       (1,227,264 )                      
Accrued payroll
taxes
          22,021       22,021                             22,021  
Short term notes
payable
    60,000             60,000       (60,000 )                      
Convertible notes
payable, less unamortized debt discount
    1,894,711       849,576       2,744,287       (1,894,711 )                     849,576  
Other
current liabilities
    208,796             208,796       (208,796 )                      
Total
current liabilities
    3,429,516       872,687       4,302,203       (3,429,516 )                     872,687  
Total liabilities     3,429,516       872,687       4,302,203       (3,429,516 )                     872,687  
                                                         
Commitments and contingencies                                                        
                                                         
Stockholders’ deficit                                                        
Preferred stock                                              
Common stock     64       500       564       791       B       2,064       3,419  
Additional paid-in-capital     13,675,975       223,700       13,899,675       3,428,725       B       (2,064 )     17,326,336  
Accumulated deficit     (16,495,374 )     (721,543 )     (17,216,917 )                           (17,216,917 )
Total stockholders’
deficit
    (2,819,335 )     (497,343 )     (3,316,678 )     3,429,516                       112,838  
Total
liabilities and stockholders’ deficit
  $ 610,181     $ 375,344     $ 985,525     $                     $ 985,525  

 

 

SIGYN
THERAPEUTICS, INC.

PROFORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(Unaudited)

 

    Reign     Sigyn           Adjustment     Pro
Forma
    Pro
Forma
 
    Corporation     Therapeutics     Combined     Letter     Adjustments     Combined  
    (Historical)     (Historical)                          
                                     
Revenues   $ 4,590     $       4,590                   $ 4,590  
                                                 
Cost
of Sales
    2,062             2,062                     2,062  
                                                 
Gross
Profit
    2,528             2,528                     2,528  
                                                 
Operating
expenses:
                                               
Marketing
expenses
    968       505       1,473                     1,473  
Research
and development
          1,978       1,978                     1,978  
Stock
based compensation – related party
    43,250             43,250                     43,250  
General
and administrative
    190,878       569,384       760,262                     760,262  
Total
operating expenses
    235,096       571,867       806,963                     806,963  
Loss
from operations
    (232,568 )     (571,867 )     (804,435 )                   (804,435 )
                                                 
Other
(income) expense:
                                               
Other
income
    (2,000 )           (2,000 )                   (2,000 )
Interest
expense
    188,847       148,126       336,973                     336,973  
Total
other expense
    186,847       148,126       334,973                     334,973  
                                                 
Loss
before income taxes
    (419,415 )     (719,993 )     (1,139,408 )                   (1,139,408 )
Income
taxes
                                     
                                                 
Net
loss
  $ (419,415 )   $ (719,993 )   $ (1,139,408 )           $     $ (1,139,408 )
                                                 
Net
loss per share, basic and diluted
  $ (0.68 )   $ (1.44 )   $ (1.02 )           $     $ (0.04 )
                                                 
Weighted
average number of shares outstanding
                                               
Basic
and diluted
    614,040       500,000       1,114,040       C       25,140,000       26,254,040  

 

 

SIGYN
THERAPEUTICS, INC.

PROFORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2020

(Unaudited)

 

    Reign     Sigyn           Adjustment     Pro
Forma
    Pro
Forma
 
    Corporation     Therapeutics     Combined     Letter     Adjustments     Combined  
    (Historical)     (Historical)                          
                                     
Revenues   $ 3,834     $       3,834                   $ 3,834  
                                                 
Cost
of Sales
    1,799             1,799                     1,799  
                                                 
Gross
Profit
    2,035             2,035                     2,035  
                                                 
Operating
expenses:
                                               
Marketing
expenses
          400       400                     400  
General
and administrative
    89,612       202,576       292,188                     292,188  
Total
operating expenses
    89,612       202,976       292,588                     292,588  
Loss
from operations
    (87,577 )     (202,976 )     (290,553 )                   (290,553 )
                                                       
Other
(income) expense:
                                               
Interest
expense
    62,969       60,262       123,231                     123,231  
Total
other expense
    62,969       60,262       123,231                     123,231  
                                                 
Loss
before income taxes
    (150,546 )     (263,238 )     (413,784 )                   (413,784 )
Income
taxes
                                     
                                                 
Net
loss
  $ (150,546 )   $ (263,238 )   $ (413,784 )           $     $ (413,784 )
                                                 
Net
loss per share, basic and diluted
  $ (0.24 )   $ (0.53 )   $ (0.36 )           $     $ (0.02 )
                                                 
Weighted
average number of shares outstanding
                                               
Basic
and diluted
    638,789       500,000       1,138,789       C       25,140,000       26,278,789  

 

 

SIGYN
THERAPEUTICS, INC.

PROFORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR
THE YEAR ENDED DECEMBER 31, 2019

(Unaudited)

 

    Reign     Sigyn           Adjustment     Pro
Forma
    Pro
Forma
 
    Corporation     Therapeutics     Combined     Letter     Adjustments     Combined  
    (Historical)     (Historical)                          
                                     
Revenues   $ 143,322     $       143,322                   $ 143,322  
                                                 
Cost
of Sales
    35,665             35,665                     35,665  
                                                 
Gross
Profit
    107,657             107,657                     107,657  
                                                 
Operating
expenses:
                                               
Marketing
expenses
    11,831             11,831                     11,831  
General
and administrative
    613,784       1,550       615,334                     615,334  
Total
operating expenses
    625,615       1,550       627,165                     627,165  
Loss
from operations
    (517,958 )     (1,550 )     (519,508 )                   (519,508 )
                                                 
Other
expense:
                                               
Modification
of debt
    2,739,847             2,739,847                     2,739,847  
Interest
expense
    55,200             55,200                     55,200  
Total
other expense
    2,795,047             2,795,047                     2,795,047  
                                                 
Loss
before income taxes
    (3,313,005 )     (1,550 )     (3,314,555 )                   (3,314,555 )
Income
taxes
                                          
Loss
from continuing operations
    (3,313,005 )     (1,550 )     (3,314,555 )                   (3,314,555 )
Gain
on disposal of discontinued operations
    238,315             238,315                     238,315  
Net
loss
  $ (3,074,690 )   $ (1,550 )   $ (3,076,240 )           $     $ (3,076,240 )
                                                 
Net
loss per share, basic and diluted
  $ (5.67 )   $ (0.00 )   $ (2.95 )           $     $ (0.12 )
                                                 
Weighted
average number of shares outstanding
                                               
Basic
and diluted
    541,816       500,000       1,041,816       C       25,140,000       26,181,816  

 

 

SIGYN
THERAPEUTICS, INC.

NOTES
AND ASSUMPTIONS TO THE UNAUDITED PROFORMA

CONDENSED
COMBINED FINANCIAL STATEMENTS

 

NOTE
1 – ACQUISITION OF ASSETS OF SIGYN

 

Sigyn
Therapeutics, Inc. (“Sigyn” or the “Company”) was established on October 29, 2019 in the State of Delaware.

 

Sigyn
is a is a development-stage therapeutic technology company headquartered in San Diego, California USA. The Company is focused
on addressing a significant unmet need in global health; the treatment of life-threatening inflammatory conditions precipitated
by Cytokine Storm Syndrome, a dysregulated immune response that can induce multiple organ failure and cause death.

 

On
August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange
Agreement (the “Agreement”) with Sigyn, whereby the Registrant will acquire 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares
of common stock of Sigyn, in exchange for a total of 75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the fully paid and nonassessable shares of the Registrant’s
common stock outstanding immediately following the Closing of the Agreement (the “Acquisition”). The Closing Date
for the Acquisition was October 19, 2020, at which date, upon FINRA approval, the Company’s trading symbol changed to SIGY.

 

Upon
the Closing of, and as a result of, the Acquisition, Sigyn became a wholly-owned subsidiary of the Company, and following the
consummation of the Acquisition and giving effect to the issuance of the Company’s shares of common stock as part of the
Acquisition, as well as additional shares of common stock to be issued to noteholders and warrant holders of both the Company
and Sigyn, the stockholders of Sigyn will beneficially own approximately Seventy-five percent (75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the issued and outstanding
Common Stock of the Company on a fully diluted basis.

 

In
addition, in connection with the Acquisition, the two principals of Sigyn will be appointed to serve as members of the Company’s
board of directors. The parties have taken the actions necessary to provide that the Acquisition
is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of 1986, as amended.
The
Acquisition will result in a change in the composition and control of the board of directors of the Company.

 

As
a result of completing the merger, the Company extinguished all previously reported liabilities, its preferred class of shares,
and all stock purchase options. The reported liabilities totaling $3,429,516 converted into a total of 7,907,351 common shares.

 

On
October 12, 2020, the Company changed its name to Sigyn Therapeutics, Inc. from Reign Resources Corporation pursuant to an amendment
to its articles of incorporation filed with the State of Delaware on that date.

 

Sigyn
Therapy™ is a novel blood purification technology designed to mitigate cytokine storm syndrome through the broad-spectrum
depletion of inflammatory targets from the bloodstream. The device is designed for use on dialysis and CRRT machines that are
located in hospitals and clinics worldwide. Cytokine storm syndrome is the hallmark of sepsis, which is the most common cause
of in-hospital deaths and claims more lives each year than all forms of cancer combined. Virus induced cytokine storm (VICS) is
associated with high mortality and is a leading cause of SARS-CoV-2 (COVID-19) deaths. Other therapeutic opportunities include
but are not limited to bacteria induced cytokine storm (BICS), acute respiratory distress syndrome (ARDS) and acute forms of liver
failure, such as hepatic encephalopathy.

 

 

Sigyn
Therapy may also be a candidate to stabilize or extend the lives of patients waiting for the identification of a matched
liver for transplantation. In such a scenario, Sigyn Therapy would serve as a bridge-to-liver transplant.

 

On
December 1, 2020, The Company reported the results of an in vitro study that demonstrated the ability of Sigyn Therapy
to deplete the presence of critical inflammatory targets from human blood plasma. In the study, Sigyn Therapy simultaneously reduced
the presence of endotoxin and relevant pro-inflammatory cytokines, which included Interleukin-1 Beta (IL-1B), Interleukin-6 (IL-6)
and Tumor Necrosis Factor alpha (TNF-a). Endotoxin (lipopolysaccharide or LPS) is a potent mediator implicated in the pathogenesis
of sepsis and septic shock. The dysregulated over-production of IL-1B, IL-6 and TNF-a can induce organ failure and cause death.

 

An
objective of the study was to rebalance elevated cytokine levels and optimize the elimination of endotoxin from human blood plasma.
The study was conducted in triplicate over four-hour time periods with a pediatric version of Sigyn Therapy. Average reduction
of endotoxin load peaked at 83{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} during the studies. The average reduction of IL-1B was 69{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, IL-6 reduction was 59{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} and TNF-a reduction
was 57{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} during the four-hour studies. The Company plans to incorporate the resulting data into an Investigational Device Exemption
(IDE) that it plans to submit to the United States Food and Drug Administration (FDA) in 2021.

 

Sigyn
Therapeutics also disclosed that it is evaluating the ability of Sigyn Therapy to address CytoVesicles that transport cytokines
and other inflammatory cargos throughout the bloodstream. The Company believes that the simultaneous clearance of circulating
CytoVesicles, endotoxin and inflammatory cytokines would be a significant advancement that may overcome the limitations of previous
drugs and devices to address life-threatening inflammatory conditions.

 

To
learn more, visit www.SigynTherapeutics.com or www.SigynTherapy.com

 

NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The
unaudited proforma condensed combined financial statements have been compiled in a manner consistent with the accounting policies
adopted by the Company. The accounting policies of Sigyn were not deemed to be materially different to those adopted by the Company.

 

NOTE
3 – PROFORMA ADJUSTMENTS

 

The
unaudited proforma condensed combined financial statements are based upon the historical financial statements of the Company and
Sigyn and certain adjustments which the Company believes are reasonable to give effect to the Acquisition. These adjustments are
based upon currently available information and certain assumptions, and therefore the actual impacts will likely differ from the
proforma adjustments. As discussed above in Note 1, the fair value amounts assigned to the identifiable assets acquired and liabilities
assumed are considered preliminary at this time. However, the Company believes that the preliminary determination of fair value
of acquired assets and assumed liabilities and other related assumptions utilized in preparing the unaudited proforma condensed
combined financial statements provide a reasonable basis for presenting the proforma effects of the Acquisition.

 

 

The
adjustments made in preparing the unaudited proforma condensed combined financial statements are as follows:

 

A. To
eliminate liabilities of Registrant totaling $3,429,516 not subject to the Acquisition in exchange for 7,907,351 shares of
common stock. and to eliminate the equity and accumulated deficit accounts of Sigyn pursuant to the Acquisition.

 

B. To
eliminate the equity and accumulated deficit accounts of Sigyn pursuant to the Acquisition and issue 25,640,000 of the Registrant’s
common shares in exchange for a total of 75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the fully paid and nonassessable shares of the Registrant’s common stock
outstanding immediately following the Acquisition.

 

C. Proforma
basic and diluted loss per common share information presented in the accompanying proforma condensed combined statements of
operations for the three and nine months ended September 30, 2020 is based on the weighted average number of common shares
which would have been outstanding during the periods had the Acquisition occurred on the first day of the period presented.

 

Summary
of Pro Forma Adjustment shares:

 

    Nine Months Ended
September 30, 2020
    Three Months Ended
September 30, 2020
    For the Year Ended
December 31, 2019
 
Shares issued due to acquisition     25,640,000       25,640,000       25,640,000  
Less: elimination of Sigyn shares due to acquisition     (500,000 )     (500,000 )     (500,000 )
Pro Forma Adjustment of shares outstanding due to acquisition     (25,140,000 )     (25,140,000 )     (25,140,000 )

 

The
unaudited proforma condensed combined financial October 19, 2020 by both the Company and Sigyn to consummate the Acquisition,
except as noted above. Acquisition costs include fees payable for investment banking services, legal fees, accounting, and auditing
fees. Such costs will be expenses as incurred.

 

 

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