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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/28/20 BioSig Technologies, Inc. 8-K:1,9 8/28/20 13:452K Federal Filings, LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 165K 3: EX-5.1 Opinion of Counsel re: Legality HTML 13K 9: R1 Document And Entity Information HTML 46K 11: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- biosig20200827_8k_htm XML 13K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- bsgm-20200828_def XML 33K 6: EX-101.LAB XBRL Labels -- bsgm-20200828_lab XML 64K 7: EX-101.PRE XBRL Presentations -- bsgm-20200828_pre XML 32K 4: EX-101.SCH XBRL Schema -- bsgm-20200828 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 13: ZIP XBRL Zipped Folder -- 0001185185-20-001263-xbrl Zip 52K
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 August 28, 2020
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 54 Wilton Road, 2nd 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)
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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 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. ☐
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Item 1.01 |
Entry into a Material Definitive Agreement |
On August 28, 2020, BioSig Technologies, Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC to act as the Company’s sales agent and/or principal (“Jefferies” or the “Agent”), with respect to the issuance and sale of up to $45,000,000 of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time in an at-the-market offering (the “Offering”).
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares under the Sales Agreement. The Company or Jefferies may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. Jefferies will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.
The Company will pay Agent a commission of equal to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide Jefferies with customary indemnification and contribution rights.
The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended. A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Sales Agreement is qualified in its entirety by reference to Exhibit 1.1 to this Current Report on Form 8-K.
The Shares will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-230448), which was previously declared effective by the Securities and Exchange Commission, and a related prospectus.
In connection with the Offering, the legal opinion of Haynes and Boone, LLP as to the legality of the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K, including the exhibits filed herewith, is not an offer to sell or the solicitation of an offer to buy the Shares or any other securities of the Company, nor shall there be any offer, solicitation or sale of the Shares or any other securities of the Company in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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1.1 |
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5.1 |
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23.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Date: August 28, 2020 |
By: |
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Name: Kenneth L. Londoner |
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Title: Executive Chairman |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 8/28/20 | 10-Q/A, 424B3, 424B5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 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 6/28/22 BioSig Technologies, Inc. 424B5 1:445K Federal Filings, LLC/FA 6/23/22 BioSig Technologies, Inc. 424B5 1:460K Federal Filings, LLC/FA 5/17/22 BioSig Technologies, Inc. 424B5 1:364K Federal Filings, LLC/FA 3/22/22 BioSig Technologies, Inc. 424B5 1:355K Federal Filings, LLC/FA 7/06/21 BioSig Technologies, Inc. 424B5 1:451K Federal Filings, LLC/FA 7/01/21 BioSig Technologies, Inc. 424B5 1:443K Federal Filings, LLC/FA 3/15/21 BioSig Technologies, Inc. 10-K 12/31/20 83:9M Federal Filings, LLC/FA 12/31/20 BioSig Technologies, Inc. S-3 3:357K Federal Filings, LLC/FA 11/05/20 BioSig Technologies, Inc. 10-Q 9/30/20 73:7.5M Federal Filings, LLC/FA |