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): February 21, 2023

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 8.01          Other Events.

As previously reported, on October 20, 2022, BioSig Technologies, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business days between September 7, 2022, through October 19, 2022, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

As previously reported, on November 22, 2022, the Company received a letter from Nasdaq informing the Company that the Company failed to maintain a minimum of $2,500,000 in stockholders’ equity, as is required for continued listing (the “Stockholders’ Equity Requirement”) on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) and that as of November 22, 2022, the Company did not meet the alternative compliance standards relating to the market value of listed securities (“MVLS”) or net income from continuing operations (the “Alternative Compliance Standards”).

On February 21, 2023, the Company received written notice from Nasdaq notifying the Company that compliance was regained under the Bid Price Requirement because the bid price of our common stock closed at or above $1.00 per share for a period of 10 consecutive business days, from February 6, 2023 to February 17, 2023. In addition, on February 21, 2023, the Company received a second written notice from Nasdaq notifying the Company that compliance was regained with an Alternative Compliance Standard, the minimum MVLS requirement of $35 million because our MVLS had been $35 million or greater for a period of 11 consecutive business days, from January 31, 2023 to February 17, 2023. Per the notices, Nasdaq considers both matters closed.

On February 22, 2023, the Company issued a press release announcing its compliance with the continued listing requirements. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.