UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 2019
BioSig Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-55473 | 26-4333375 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | | Identification No.) |
54 Wilton Road, 2nd Floor Westport, Connecticut | | 06880 |
(Address of principal executive offices) | | (Zip Code) |
(310)-620-9320
(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:
☐ 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(s) | | Name of exchange on which registered |
Common Stock, par value $0.001 per share | | 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 ☒
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 September 5, 2019, NeuroClear Technologies, Inc. (“NeuroClear”), a wholly-owned subsidiary of BioSig Technologies, Inc. (the “Company”), and the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which NeuroClear agreed to sell an aggregate of 32,000 shares of NeuroClear’s common stock, par value $0.001 per share (the “Common Stock”), at $5.00 per share, for an aggregate purchase price of $160,000 (the “NeuroClear Private Placement”). The Company is a party to the Purchase Agreement with respect to Section 3.03 of the Purchase Agreement, which provides that in the event that (i) the Common Stock is not listed on a national securities exchange by October 31, 2020, or (ii) a change of control (as defined in the Purchase Agreement) of NeuroClear occurs, whichever is earlier, at the option of the holder of Common Stock, each share of Common Stock may be exchanged into 0.9 of a share of common stock of the Company (the “Share Exchange”). The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.
The NeuroClear Private Placement closed on September 5, 2019. This is in addition to the sale of an aggregate of 707,000 shares of NeuroClear’s common stock, at $5.00 per share, which closed in August 2019, for an aggregate purchase price of $3,535,000.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in “Item 1.01 – Entry Into a Material Definitive Agreement” is incorporated herein by reference. The NeuroClear Private Placement and the Share Exchange are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and the shares of Common Stock and the shares of Company common stock issuable in the Share Exchange will be offered and sold, in reliance on the exemption from registration under the Securities Act, provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act. The Investor represented that it is an accredited investor (as defined by Rule 501 under the Securities Act).
Item 8.01 Other Events.
On September 5, 2019, the Company issued a press release announcing that NeuroClear has raised approximately $3.7 million in its initial seed round. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: September 5, 2019 By: /s/ Kenneth L. Londoner
Name: Kenneth L. Londoner
Title: Executive Chairman
