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

ME Staff 8-k
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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 Items 5.03 and 5.07 of this Current Report on Form
8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 18, 2016, BioSig Technologies, Inc. (the Company)
held a special meeting of its stockholders (the Special Meeting).
As described below under Item 5.07, at the Special Meeting, the
stockholders approved the Fifth Amendment to the BioSig
Technologies, Inc. 2012 Equity Incentive Plan (the Plan) to
increase the number of shares of common stock available for
issuance under the Plan by an additional 3,500,000 shares, to a
total of 15,186,123 shares of common stock (the Fifth Plan
Amendment). The board of directors of the Company (the Board)
previously approved the Fifth Plan Amendment on September 7,
2016, subject to stockholder approval of the Fifth Plan Amendment
at the Special Meeting.
For more information about the Fifth Plan Amendment, see the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on October 24, 2016 (the Special Meeting
Proxy), the relevant portions of which are incorporated herein by
reference. The description of the Fifth Plan Amendment above and
such portions of the Special Meeting Proxy are qualified in their
entirety by reference to the full text of the Fifth Plan
Amendment, filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On November 18, 2016 at the Special Meeting, the stockholders
approved an amendment to the Companys Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of common stock from 50,000,000 to 200,000,000 shares (the
Certificate Amendment). The Certificate Amendment had been
previously approved by the Companys Board on September 7, 2016,
subject to stockholder approval. Immediately following the
Special Meeting on November 18, 2016, the Company filed the
Certificate Amendment with the Secretary of State of the State of
Delaware.
For more information about the Certificate Amendment, see the
Companys Special Meeting Proxy, the relevant portions of which
are incorporated herein by reference. The description of the
Certificate Amendment above and such portions of the Special
Meeting Proxy are qualified in their entirety by reference to the
full text of the Certificate Amendment, filed as Exhibit 3.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the following two proposals were
submitted to the Companys stockholders:
(1)
Approval of the Fifth Plan Amendment to increase the number
of shares of common stock available for issuance under the
Plan by 3,500,000 shares, to a total of 15,186,123 shares
of common stock.
(2)
Approval of the Certificate Amendment to increase the
number of authorized shares of common stock from 50,000,000
to 200,000,000 shares.
For more information about the foregoing proposals, see the
Special Meeting Proxy. Holders of the Companys common stock were
entitled to one vote per share. 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:
(1)
Approval of the Fifth Plan Amendment to increase the
number of shares of common stock available for issuance
under the Plan by 3,500,000 shares, to a total of
15,186,123 shares of common stock:
For
Against
Abstain
Broker Non-Votes
9,323,909
310,546
60,150
3,039,325
(2)
Approval of the Certificate Amendment to increase the
number of authorized shares of common stock from
50,000,000 to 200,000,000 shares:
For
Against
Abstain
11,900,617
771,540
61,773
The results reported above are final voting results. No other
matters were considered or voted upon at the meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
3.1
Certificate of Sixth Amendment to the Amended and
Restated Certificate of Incorporation of InspireMD, Inc.
10.1
Fifth Amendment to the BioSig Technologies, Inc. 2012
Equity Incentive Plan


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.

BioSig Technologies, Inc. (OTCMKTS:BSGM) Recent Trading Information

BioSig Technologies, Inc. (OTCMKTS:BSGM) closed its last trading session up +0.02 at 1.42 with 35,583 shares trading hands.