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):  November 18, 2019

BioSig Technologies, Inc.

(Exact name of registrant as specified in its charter)

(310)-620-9320

(Registrant’s telephone number, including area code)

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:

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. ☐

Seventh Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan

On November 18, 2019, BioSig Technologies, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved the Seventh Amendment (the “2012 Plan Amendment”) to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Plan”) to increase the number of shares of common stock available for issuance pursuant to awards under the 2012 Plan by an additional 2,000,000 shares, to a total of 9,474,450 shares of the Company’s common stock.

Election of Nine Directors

As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2019 (the “2019 Proxy”), the terms of the Company’s nine directors were scheduled to expire at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated each of them for re-election at the Annual Meeting.

At the Annual Meeting, Kenneth L. Londoner, Jeffrey F. O’Donnell, Sr., Andrew L. Filler, David Weild IV, Patrick J. Gallagher, Donald E. Foley, Dr. Jerome B. Zeldis, M.D., Ph.D., Samuel E. Navarro, and Martha Pease were elected as directors of the Board to serve for a term expiring at the Company’s 2020 annual meeting of stockholders.

For more information about the matters above, see the Company’s 2019 Proxy, the relevant portions of which are incorporated herein by reference. The description of the 2012 Plan Amendment above and such portions of the 2019 Proxy are qualified in their entirety by reference to the full text of the 2012 Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

At the Company’s Annual Meeting, the following five proposals were submitted to the Company’s stockholders:

For more information about the foregoing proposals, see the Company’s 2019 Proxy. Holders of the Company’s common stock were entitled to one vote per share, totaling to 22,032,342 votes, and certain holders of the Company’s Series C Convertible Preferred Stock, subject to the beneficial ownership limitation pursuant to the terms of such preferred stock as set forth in the certificate of designation for such preferred stock, were entitled to an aggregate of 74,554 votes. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

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.