UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On September 12, 2023, BioSig Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 990,954 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $0.55502 per share, and warrants (the “Warrants”) to purchase up to 495,477 shares of Common Stock (the “Warrant Shares” and together with the Shares and the Warrants, the “Securities”), at an exercise price of $0.49252 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for aggregate consideration of $549,999.29 (the “September PIPE”). 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 its 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.
On July 26, 2023, the Company entered into an engagement agreement (the “Engagement Agreement”) with Laidlaw & Company (UK) Ltd. (“Laidlaw”) pursuant to which Laidlaw agreed to serve as financial advisor and an introducing broker and assist the Company in connection with the Company’s offering of securities. Pursuant to certain compensation provisions in the Engagement Agreement, the Company agreed to issue to Laidlaw as a partial compensation in connection with the September PIPE, a warrant to purchase 67,565 shares of Common Stock at an exercise price of $0.49252 per share (the “Laidlaw Warrant”). The Laidlaw Warrant will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. The Laidlaw Warrant will be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
The foregoing summary of the Laidlaw Warrant is not complete and is qualified in its entirety by reference to the full text of the form of Laidlaw Warrant, which is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K.
In addition, the information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Securities incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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4.1 |
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4.2 |
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10.1 |
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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.
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BIOSIG TECHNOLOGIES, INC. |
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Date: September 12, 2023 |
By: /s/ Kenneth L. Londoner Name: Kenneth L. Londoner Title: Executive Chairman |