BioSig Technologies, Inc. (OTCMKTS:BSGM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Eighth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan
On June 26, 2020, BioSig Technologies, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved the Eighth Amendment (the “2012 Plan Amendment”) to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Plan”) to increase the number of shares of common stock available for issuance to awards under the 2012 Plan by an additional 2,500,000 shares, to a total of 11,974,450 shares of the Company’s common stock.
Election of Nine Directors
As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2020 (the “2020 Proxy”), the terms of the Company’s nine directors were scheduled to expire at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated each of them for re-election at the Annual Meeting.
At the Annual Meeting, Kenneth L. Londoner, Jeffrey F. O’Donnell, Sr., Andrew L. Filler, David Weild IV, Patrick J. Gallagher, Donald E. Foley, Dr. Jerome B. Zeldis, M.D., Ph.D., Samuel E. Navarro, and Martha Pease were elected as directors of the Board to serve for a term expiring at the Company’s 2021 annual meeting of stockholders.
For more information about the matters above, see the Company’s 2020 Proxy, the relevant portions of which are incorporated herein by reference. The description of the 2012 Plan Amendment above and such portions of the 2020 Proxy are qualified in their entirety by reference to the full text of the 2012 Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
At the Company’s Annual Meeting, the following two proposals were submitted to the Company’s stockholders:
For more information about the foregoing proposals, see the Company’s 2020 Proxy. Holders of the Company’s common stock were entitled to one vote per share, totaling to 26,109,110 votes, and certain holders of the Company’s Series C Convertible Preferred Stock, subject to the beneficial ownership limitation 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 36,973 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:
Item 8.01 Other Events
On June 29, 2020, the Company issued a press release announcing the closing of the previously reported registered direct offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
BioSig Technologies, Inc. Exhibit
EX-10.1 2 ex_192058.htm EXHIBIT 10.1 ex_192058.htm Exhibit 10.1 EIGHTH AMENDMENT TO THE BIOSIG TECHNOLOGIES,…
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About BioSig Technologies, Inc. (OTCMKTS:BSGM)
BioSig Technologies, Inc. is a development-stage medical device company. The Company is developing a technology platform to manage noise and artifacts from cardiac recordings during electrophysiology studies and ablation. It is engaged in developing the Precise Uninterrupted Real-time evaluation of Electrograms (PURE) electro-pneumatic (EP) System. PURE EP System is a surface electrocardiogram and intracardiac multichannel recording and analysis system that acquires, processes and displays electrocardiogram and electrograms required during electrophysiology studies and ablation procedures. The Company’s PURE EP System is designed to assist electrophysiologists with real-time evaluations of electrocardiograms and electrograms, and helps in making clinical decisions in real-time. It is also developing signal-processing tools, which will assist electrophysiologists in differentiating true signals from noise and provide guidance in identifying ablation targets within the PURE EP System.
