BioSig Technologies, Inc. (OTCMKTS:BSGM) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03

Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

On July 30, 2018, BioSig Technologies, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the stockholders approved the proposal to authorize the board of directors (the “Board”), in its discretion, to amend the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-2 to 1-for-5, such ratio to be determined by the Board and included in a public announcement.

On September 2, 2018, the Board approved a 1-for-2.5 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”), and, on September 10, 2018, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on September 10, 2018, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on September 11, 2018.

When the Reverse Stock Split becomes effective, every 2.5 shares of the Company’s issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the conversion of the Company’s outstanding shares of preferred stock, if applicable, and the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share.

The Company’s symbol on theOTCQB will change to “BSGMD” for a period of20 business days, after which the “D”will be removed from the Company's trading symbol, which will revert to the original symbol of “BSGM”. The new CUSIP number for common stock following the Reverse Stock Split will be 09073N 201.

Action Stock Transfer Corporation, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.

For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 20, 2018, as amended, the relevant portions of which are incorporated herein by reference. A copy of the Certificate Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01Other Events.

On September 10, 2018, the Company issued a press release announcing that the Company will effect the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

BioSig Technologies, Inc. Exhibit
EX-3.1 2 ex_123712.htm EXHIBIT 3.1 ex_123712.htm   Exhibit 3.1   CERTIFICATE OF SEVENTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 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.