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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): January 12, 2024


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 registered
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 1.01 Entry into a Material Definitive Agreement.


On January 12, 2024, BioSig Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited and institutional investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 2,607,170 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants (the “Warrants”) to purchase up to 1,303,585 shares of Common Stock (the “Warrant Shares” and together with the Shares and the Warrants, the “Securities”), at a purchase price of $0.3989 per Share and a Warrant to purchase one-half of a Share. The Warrants have an exercise price of $0.3364 per share, will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. The gross proceeds from this offering were $1,040,000.11. The Securities were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.


The Purchase Agreement contains representations and warranties of the Company and the Investors that are typical for transactions of this type. The Purchase Agreement also contains covenants on the part of the Company that are typical for transactions of this type.


The foregoing summaries of the Purchase Agreement and the Warrants are not complete and are qualified in their entirety by reference to the full text of the form of the Purchase Agreement and the Warrant attached hereto as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the “Report”).


Item 3.02 Unregistered Sales of Equity Securities.


The information contained in Item 1.01 of this Report in relation to the Securities is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


4.1   Form of Warrant
10.1   Form of Securities Purchase Agreement
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: January 12, 2024 By: /s/ Kenneth L. Londoner
Name: Kenneth L. Londoner
  Title: Executive Chairman