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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 2, 2023


BioSig Technologies, Inc.
(Exact name of registrant as specified in its charter)


Delaware   001-38659   26-4333375
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


55 Greens Farms Road, 1st Floor
Westport, Connecticut
(Address of principal executive offices)   (Zip Code)


(203) 409-5444

(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
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On November 2, 2023, the board of directors of BioSig Technologies, Inc. (the “Company”) adopted Amendment No. 3 to the Amended and Restated Bylaws of the Company, as amended (the “Third Amendment”), which became effective as of the same date. The Third Amendment amends and restates Article II, Section 2.9 of the Company’s Amended and Restated Bylaws, as amended, in its entirety to change the voting requirements at a duly called or convened meeting of stockholders at which a quorum is present to be (i) for the election of directors, a plurality of the votes cast, and (ii) for all other matters presented, the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter.


The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit Number   Description
3.1   Amendment No. 3 to the Amended and Restated Bylaws of BioSig Technologies, Inc.
104   Cover Page Interactive Data File (formatted as Inline XBRL)







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: November 8, 2023 By: /s/ Kenneth L. Londoner
  Name: Kenneth L. Londoner
  Title: Executive Chairman