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 2, 2020

BioSig Technologies, Inc.

(Exact name of registrant as specified in its charter)

(203) 409-5444

(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. ☐

Item 1.01        Entry Into a Material Definitive Agreement. 

On September 2, 2020, ViralClear Pharmaceuticals, Inc. (“ViralClear”), a majority-owned subsidiary of BioSig Technologies, Inc. (the “Company”), as successor-in-interest to Trek Therapeutics, PBC (“Trek”), entered into a second amendment (the “Amendment”) to an assignment and license agreement, as amended (the “Original Agreement”), with Vertex Pharmaceuticals Incorporated (“Vertex”), originally entered into on July 12, 2016, by and among Vertex and Trek.  ViralClear is developing Merimepodib for the treatment of COVID-19.

Among other modifications to the Original Agreement, pursuant to the Amendment, all references to “TREKtx” will be amended to refer to ViralClear. Additionally, the Amendment eliminates the first two milestone events (the first being the initiation of a Phase 2 clinical trial of a product in a non-HCV indication in the field of use, and the second being the initiation of a Phase 3 clinical trial of a product in a non-HCV indication in the field of use) and the associated milestone payments (totaling $6 million) listed in the Original Agreement. The amendment enables ViralClear to execute on their program for COVID-19. The Amendment now has only two milestone events and associated milestone payments. Further, the running royalties rate has been increased in the Amendment to 6%, from 5% in the Original Agreement.

The foregoing description of the terms and conditions of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein by reference.

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.