Current Report Filing (8-k)
August 31 2020 - 3:57PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): August 25, 2020
REIGN
RESOURCES CORPORATION
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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333-204486
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47-2573116
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(State
or other jurisdiction of incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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9465
Wilshire Boulevard
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Beverly Hills, CA
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90212
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area 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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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None
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None
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None
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item
1.01. Entry into a Material Definitive Agreement.
On
August 25, 2020, Reign Resources Corporation, a Delaware corporation (the “Registrant”) executed a Share Exchange
Agreement (the “Agreement”) with Sigyn Therapeutics, Inc., a Delaware corporation (“Sigyn”), whereby the
Registrant will acquire 100% of the of the issued and outstanding shares of common stock of Sigyn, in exchange for a total of
75% of the fully paid and nonassessable shares of the Registrant’s common stock outstanding immediately following the Closing
of the Agreement (the “Acquisition”).
Upon
the Closing of, and as a result of, the Acquisition, Sigyn will become a wholly-owned subsidiary of the Registrant, and following
the consummation of the Acquisition and giving effect to the issuance of the Registrant’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 Registrant
and Sigyn, the stockholders of Sigyn will beneficially own approximately Seventy-five percent (75%) of the issued and outstanding
Common Stock of the Registrant 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 Registrant’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 Agreement contains customary representations, warranties and covenants of the Registrant and Sigyn for
like transactions. The Acquisition will close upon the completion of various closing conditions as further described in the Agreement
(the “Closing Date”). The shares of the Registrant’s common stock to be issued in connection with the Acquisition
will not be registered under the Securities Act, and will be issued in reliance upon the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Certificates representing these
shares will contain a legend stating the restrictions applicable to such shares.
The
Company intends to file financial statements of Sigyn in an amendment to this Current Report on Form 8-K no later than 71 days
from the Closing Date. The foregoing descriptions of the above referenced agreements do not purport to be complete. For an understanding
of their terms and provisions, reference should be made to the Agreement attached as Exhibit 10.1 to this Current Report on Form
8-K. A copy of the press release dated August 31, 2020, announcing the Acquisition, is attached to this Form 8-K as Exhibit 99.1
and incorporated herein by reference.
Item
8.01 Other Events
On
November 14, 2019 and May 12, 2020, the Registrant filed current reports on Form 8-K (the “Current Reports”) in order
to disclose amendments to the Registrant’s Certificate of Incorporation, specifically related to an increase in the Registrant’s
authorized common stock, a corporate name change, and a reverse stock split of the Registrant’s common stock. The Registrant
did not file the Certificates of Amendment as exhibits to the Current Reports. The Certificates of Amendment as referenced in
the Current Reports are attached as exhibits to this Form 8-K.
Item
9.01 Exhibits
In
reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember
that they are included to provide you with information regarding their terms and are not intended to provide any other factual
or disclosure about the Company or the other parties to the agreements. The agreements may contain representations and warranties
by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit
of the parties to the applicable agreement and accordingly, these representations and warranties may not describe the actual state
of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere
in this Current Report on Form 8-K and in our other public filings, which are available without charge through the SEC’s
website at http://www.sec.gov.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
August 31, 2020
REIGN
RESOURCES CORPORATION
/s/
Joseph Segelman
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By: Joseph Segelman
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Chief Executive
Officer
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