Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  June 21, 2019


BioSig Technologies, Inc.

(Exact name of registrant as specified in its charter)





(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)


Identification No.)


12424 Wilshire Blvd., Suite 745

Los Angeles, California



(Address of principal executive offices)


(Zip Code)



(Registrant’s telephone number, including area code)



(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




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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On June 21, 2019, the board of directors (the “Board”) of BioSig Technologies, Inc. (the “Company”) appointed Samuel E. Navarro as a director of the Company, effective as of the same date, to fill the second of the vacancies on the Board created by the two previously reported resignations of the members of the Board on May 17, 2019, to serve for a term expiring at the 2019 annual meeting of the Company’s stockholders or until his successor is duly appointed and qualified, or his earlier death, resignation or removal. For Mr. Navarro’s service on the Board, Mr. Navarro will receive compensation consistent with market practices of similarly situated companies that is consistent with the Company’s non-employee director compensation policy as may be then in effect. In addition, Mr. Navarro was granted 50,000 restricted stock units, 50% of which shall vest on the first anniversary of his appointment and 50% of which shall vest on the second anniversary of his appointment, provided Mr. Navarro is still serving as a director on each vesting date.


Item 8.01             Other Events.


On June 25, 2019, the Company issued a press release announcing the appointment of Mr. Navarro to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 


Item 9.01             Financial Statements and Exhibits.


(d)           Exhibits


Exhibit Number





Press Release dated June 25, 2019








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.






Date: June 25, 2019                                       By:  /s/ Kenneth L. Londoner                

Name: Kenneth L. Londoner 

Title: Chairman and Chief Executive Officer