BioSig Technologies, Inc. (OTCMKTS:BSGM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry Into a Material Definitive Agreement.
On March 12, 2019, BioSig Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”). to the Purchase Agreement, the Company sold to the Investors an aggregate of 2,155,127 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in exchange for aggregate consideration of $8,620,506 (the “Private Placement”). The Shares were sold to the Investors at a price of $4.00 per share.
The Purchase Agreement provides for the purchase by the Investors and the sale by the Company of the Shares. The Purchase Agreement contains representations and warranties of the Company and the Investors that are typical for transactions of this type. In addition, on or prior the date that is 45 calendar days after the closing date of the Private Placement, the Company is required to use commercially reasonable efforts to prepare and file a registration statement on Form S-3 or Form S-1 with the Securities and Exchange Commission (the “SEC”) covering the resale of the Shares. The Company is additionally required to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable thereafter. All expenses related to the filing of such registration statement, including legal fees, will be borne by the Company.
The Shares issued and sold to the Investors were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act. Each Investor represented that it was an accredited investor (as defined by Rule 501 under the Securities Act).
Item 3.02Unregistered Sales of Equity Securities.
The information contained in “Item 1.01 – Entry Into a Material Definitive Agreement” is incorporated herein by reference.
Item 8.01Other Events.
On March 14, 2019, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Additionally, as of March 14, 2019, the Company has received aggregate proceeds of $418,718 from the exercise of certain of the Company’s warrants to purchase Common Stock. The Company received aggregate combined proceeds of $9,039,224 from the Private Placement and the exercise of such warrants to purchase Common Stock.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
BioSig Technologies, Inc. Exhibit
EX-10.1 2 ex_137673.htm EXHIBIT 10.1 ex_137673.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of March 12,…
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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.
