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
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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)
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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 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on August 28, 2020, BioSig Technologies, Inc. (the “Company”), entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), as sales agent and/or principal, to sell, at its option, shares of common stock, par value $0.001 per share (the “Shares”), having aggregate gross sales proceeds of up to $45 million, from time to time, through an “at the market” equity offering program under which Jefferies acted as sales agent and/or principal.
On March 25, 2021, the Company delivered written notice to Jefferies to terminate the Sales Agreement effective as of April 8, 2021, pursuant to Section 7(b)(i) thereof. The Company is not subject to any termination penalties related to the termination of the Sales Agreement. Prior to termination, approximately $41.2 million of Shares remained available for sale pursuant to the Sales Agreement.
A copy of the Sales Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 28, 2020 (the “Prior Form 8-K”). The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.1 to the Prior Form 8-K.
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.
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Date: March 25, 2021 |
By: |
/s/ Kenneth L. Londoner |
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Name: Kenneth L. Londoner |
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Title: Executive Chairman |
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Document And Entity Information |
Mar. 25, 2021 |
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| Document Information Line Items | |
| Entity Registrant Name | BioSig Technologies, Inc. |
| Trading Symbol | BSGM |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Central Index Key | 0001530766 |
| Document Period End Date | Mar. 25, 2021 |
| Entity Emerging Growth Company | false |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-38659 |
| Entity Tax Identification Number | 26-4333375 |
| Entity Address, Address Line One | 54 Wilton Road, 2nd Floor |
| Entity Address, City or Town | Westport |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06880 |
| City Area Code | (203) |
| Local Phone Number | 409-5444 |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Security Exchange Name | NASDAQ |
| Pre-commencement Issuer Tender Offer | false |
| Pre-commencement Tender Offer | false |
| Soliciting Material | false |
| Written Communications | false |