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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/30/23 BioSig Technologies, Inc. 8-K:1,3,9 6/30/23 12:243K Federal Filings, LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-10.1 Material Contract HTML 72K 7: R1 Document And Entity Information HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- biosig20230630_8k_htm XML 13K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- bsgm-20230630_def XML 33K 5: EX-101.LAB XBRL Labels -- bsgm-20230630_lab XML 59K 6: EX-101.PRE XBRL Presentations -- bsgm-20230630_pre XML 32K 3: EX-101.SCH XBRL Schema -- bsgm-20230630 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 12: ZIP XBRL Zipped Folder -- 0001185185-23-000682-xbrl Zip 30K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i June 30, 2023
i BioSig Technologies, Inc.
(Exact name of registrant as specified in its charter)
i Delaware | i 26-4333375 | |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | Identification No.) |
i 55 Greens Farms Road, 1st Floor i Westport, i Connecticut | i 06880 | |
(Address of principal executive offices) | (Zip Code) |
i (203) i 409-5444
(Registrant’s telephone number, including area code)
N/A (Former name or former address, if changed since last report) |
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:
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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(s) | Name of exchange on which registered | ||
i Common Stock, par value $0.001 per share | i BSGM | The i NASDAQ Capital Market |
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 i ☐
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 June 30, 2023, BioSig AI Sciences, Inc., f/k/a NeuroClear Technologies Inc. (“BioSig AI”), a subsidiary of BioSig Technologies, Inc. (“BioSig”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which BioSig AI agreed to sell an aggregate of 1,710,000 shares (the “Shares”) of BioSig AI’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate purchase price of $1,710,000 (the “BioSig AI Private Placement”). Prior to the BioSig AI Private Placement, BioSig AI was a wholly-owned subsidiary of BioSig. Following the closing of the BioSig AI Private Placement, BioSig retains approximately 87.5% ownership of BioSig AI. The Shares were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.
The BioSig AI Private Placement closed on June 30, 2023.
The Purchase Agreement contains representations and warranties of BioSig AI and the Investors that are typical for transactions of this type. The Purchase Agreement also contains covenants on the part of BioSig AI that are typical for transactions of this type.
The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement attached hereto as Exhibits 10.1 to this Current Report on Form 8-K (the “Report”).
Pursuant to compensation provisions in an engagement agreement, dated June 13, 2023, BioSig AI had entered into with Laidlaw & Company (UK) Ltd. (“Laidlaw”), BioSig AI issued to Laidlaw a warrant to purchase 90,000 shares of Common Stock at an exercise price of $1.00 per share (the “Laidlaw Warrant”). The Laidlaw Warrant is immediately exercisable and will expire five years following the date of issuance. The Laidlaw Warrant will be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Report in relation to the Shares and the Laidlaw Warrant, including the shares issuable upon exercise of the Laidlaw Warrant, is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
|
10.1 |
||
104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIOSIG TECHNOLOGIES, INC. |
|
Date: June 30, 2023 |
By: /s/ Kenneth L. Londoner Name: Kenneth L. Londoner Title: Executive Chairman |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 6/30/23 | |||
6/13/23 | 4 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 BioSig Technologies, Inc. 10-K 12/31/23 87:10M M2 Compliance LLC/FA 1/05/24 BioSig Technologies, Inc. S-3/A 3:387K M2 Compliance LLC/FA 12/28/23 BioSig Technologies, Inc. S-3 6:673K M2 Compliance LLC/FA 11/14/23 BioSig Technologies, Inc. 10-Q 9/30/23 79:9.3M M2 Compliance LLC/FA 11/13/23 BioSig Technologies, Inc. 424B5 1:504K M2 Compliance LLC/FA 9/15/23 BioSig Technologies, Inc. 424B5 1:382K Federal Filings, LLC/FA 8/18/23 BioSig Technologies, Inc. 424B5 1:369K Federal Filings, LLC/FA 8/14/23 BioSig Technologies, Inc. 10-Q 6/30/23 79:7.9M Federal Filings, LLC/FA |