UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(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 | ||
| The
|
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. |
As reported below under Item 5.07 of this Current Report, BioSig Technologies, Inc. (the “Company”), held its 2023 annual meeting of stockholders on December 18, 2023 (the “Annual Meeting”), at which the Company’s stockholders approved the First Amendment (the “Incentive Plan Amendment”) to the Company’s 2023 Long-Term Incentive Plan, as amended (the “Incentive Plan”), to increase the total number of shares of common stock, par value $0.001 per share (the “Common Stock”) authorized for issuance under the Incentive Plan by 3,500,000, to a total of 8,765,945 shares.
For more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 3, 2023 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting, the following four proposals were submitted to the Company’s stockholders:
| (1) | A proposal to elect seven directors to serve as directors on the Company’s board of directors (the “Board”) until the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) or until their successors have been duly elected and qualified, for which Kenneth L. Londoner, David Weild IV, Patrick J Gallagher, Donald E. Foley, James J. Barry, Frederick D. Hrkac and James L. Klein are the nominees. | |
| (2) | A proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-2 to 1-for-10, with the exact exchange ratio and timing to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”). | |
| (3) | A proposal to approve the Incentive Plan Amendment to increase the total number of shares of Common Stock authorized for issuance under the Incentive Plan by 3,500,000, to a total of 8,765,945 shares (the “Plan Amendment Proposal”). | |
| (4) | A proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”). |
For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 3, 2023. Holders of the Company’s Common Stock were entitled to one vote per share, totaling to 81,110,643 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 653,778 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:
| (1) | Each of the following nominees for director received the number of votes set forth opposite his name, constituting in each case a plurality of the votes cast at the Annual Meeting for the election of such director to serve as a director on the Board until the 2024 Annual Meeting or until his successor has duly elected and qualified: |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Kenneth L. Londoner | 37,869,038 | 1,343,055 | 15,528,420 | |||||||||
| David Weild IV | 38,069,486 | 1,142,607 | 15,528,420 | |||||||||
| Patrick J. Gallagher | 37,801,725 | 1,410,368 | 15,528,420 | |||||||||
| Donald E. Foley | 37,930,829 | 1,281,264 | 15,528,420 | |||||||||
| James J. Barry | 38,074,136 | 1,137,957 | 15,528,420 | |||||||||
| Frederick D. Hrkac | 38,189,433 | 1,022,660 | 15,528,420 | |||||||||
| James L. Klein | 36,452,950 | 2,759,143 | 15,528,420 | |||||||||
| (2) | Approval of the Reverse Stock Split Proposal: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 47,899,780 | 6,606,612 | 234,121 | - | |||||||||
| (3) | Approval of the Plan Amendment Proposal: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 36,154,958 | 2,363,847 | 693,288 | 15,528,420 | |||||||||
| (4) | Approval of the Auditor Ratification Proposal: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 53,861,582 | 589,954 | 288,977 | - | |||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Incentive Plan Amendment | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
| BIOSIG TECHNOLOGIES, INC. | ||
| Date: December 18, 2023 | By: | /s/ Kenneth L. Londoner |
| Name: | Kenneth L. Londoner | |
| Title: | Executive Chairman | |