BioSig Technologies, Inc. (OTCMKTS:BSGM) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
Transactions Summary
On March 31, 2017 and April 6, 2017, BioSig Technologies, Inc.
(the Company) consummated private placement offerings, to which
the Company issued certain accredited investors units comprised
of an aggregate of 741,167 shares of the Companys common stock,
par value $0.001 per share (the Common Stock), and warrants to
purchase 370,584 shares of Common Stock, in exchange for
aggregate consideration of $1,111,750.
(the Company) consummated private placement offerings, to which
the Company issued certain accredited investors units comprised
of an aggregate of 741,167 shares of the Companys common stock,
par value $0.001 per share (the Common Stock), and warrants to
purchase 370,584 shares of Common Stock, in exchange for
aggregate consideration of $1,111,750.
April Purchase Agreement
On April 6, 2017, the Company entered into a Unit Purchase
Agreement (the April Purchase Agreement) and various ancillary
documents in support thereof, each dated as of April 6, 2017,
with certain accredited investors (the April Investors). to the
April Purchase Agreement, the Company sold to the April Investors
an aggregate of 426,667 units (the April Units) in exchange for
aggregate consideration of $640,000 (the Private Placement). Each
April Unit consists of one share (the April Investor Shares) of
Common Stock, and a warrant to purchase one half of one share of
Common Stock, exercisable at a price of $1.50 per share (the
April Investor Warrants), at a per April Unit price of $1.50. In
addition, the Company intends to enter into a Registration Rights
Agreement (the April Registration Rights Agreement) with the
April Investors.
Agreement (the April Purchase Agreement) and various ancillary
documents in support thereof, each dated as of April 6, 2017,
with certain accredited investors (the April Investors). to the
April Purchase Agreement, the Company sold to the April Investors
an aggregate of 426,667 units (the April Units) in exchange for
aggregate consideration of $640,000 (the Private Placement). Each
April Unit consists of one share (the April Investor Shares) of
Common Stock, and a warrant to purchase one half of one share of
Common Stock, exercisable at a price of $1.50 per share (the
April Investor Warrants), at a per April Unit price of $1.50. In
addition, the Company intends to enter into a Registration Rights
Agreement (the April Registration Rights Agreement) with the
April Investors.
The following is a brief summary of each of the April Purchase
Agreement, the April Investor Warrants and the April Registration
Rights Agreement.
Agreement, the April Investor Warrants and the April Registration
Rights Agreement.
April Purchase Agreement
The April Purchase Agreement provides for the purchase by the
April Investors and the sale by the Company of the April Investor
Shares and the April Investor Warrants (together, the
Securities). The April Purchase Agreement contains
representations and warranties of the Company and the Investors
that are typical for transactions of this type.
April Investors and the sale by the Company of the April Investor
Shares and the April Investor Warrants (together, the
Securities). The April Purchase Agreement contains
representations and warranties of the Company and the Investors
that are typical for transactions of this type.
The April Purchase Agreement also contains covenants on the part
of the Company that are typical for transactions of this type, as
well as the following covenants:
of the Company that are typical for transactions of this type, as
well as the following covenants:
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Until the earliest of the time that (a) no April Investor
owns the Securities or (b) the Investor Warrants have expired, the Company is required to obtain and maintain the registration of the April Investor Shares and shares of Common Stock underlying the Investor Warrants under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act. |
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The Company is required to use the proceeds from the
transaction for general corporate purposes including, but not limited to, growth initiatives and capital expenditures. The Company may not use any of the proceeds from the transaction (i) for the repayment of debt, (ii) for the redemption or repurchase of any equity securities, or (iii) for the settlement of any claims, actions or proceedings against the Company. |
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The Company is required to ensure that, on a continuous
basis, there is a sufficient number of shares authorized that equals or exceeds the maximum aggregate number of shares of Common Stock issued or potentially issuable in the future to the Private Placement, ignoring any exercise limits set forth therein, and all such shares of Common Stock are required to be approved for listing on the Companys principal trading market. |
The April Purchase Agreement also obligates the Company to
indemnify the Investors for certain losses resulting from (i) any
breach of any representation or warranty made by the Company or
any obligation of the Company, and (ii) certain third party
claims.
indemnify the Investors for certain losses resulting from (i) any
breach of any representation or warranty made by the Company or
any obligation of the Company, and (ii) certain third party
claims.
April Investor Warrants
The April Investor Warrants are immediately exercisable and, in
the aggregate, entitle the April Investors to purchase up to
approximately 213,334 shares of Common Stock. The April Investor
Warrants have an initial exercise price of $1.50 per share,
payable in cash. The April Investor Warrants expire on April 6,
2020.
the aggregate, entitle the April Investors to purchase up to
approximately 213,334 shares of Common Stock. The April Investor
Warrants have an initial exercise price of $1.50 per share,
payable in cash. The April Investor Warrants expire on April 6,
2020.
The April Investor Warrants require payments to be made by the
Company for failure to timely deliver the shares of Common Stock
issuable upon exercise. The April Investor Warrants also contain
limitations on exercise, including the limitation that any April
Investor may not exercise its April Investor Warrants to the
extent that upon exercise, such Investor, together with its
affiliates, would beneficially own in excess of 4.99% of the
Companys outstanding shares of Common Stock (subject to an
increase, upon at least 61 days notice by such Investor to the
Company, of up to 9.99%).
Company for failure to timely deliver the shares of Common Stock
issuable upon exercise. The April Investor Warrants also contain
limitations on exercise, including the limitation that any April
Investor may not exercise its April Investor Warrants to the
extent that upon exercise, such Investor, together with its
affiliates, would beneficially own in excess of 4.99% of the
Companys outstanding shares of Common Stock (subject to an
increase, upon at least 61 days notice by such Investor to the
Company, of up to 9.99%).
Anti-Dilution Protection
The exercise price of the April Investor Warrants and the number
of shares issuable upon exercise of the April Investor Warrants
are subject to adjustments for dividends, stock splits,
combinations or similar events.
of shares issuable upon exercise of the April Investor Warrants
are subject to adjustments for dividends, stock splits,
combinations or similar events.
Fundamental Transactions
Upon the occurrence of a transaction involving a change of
control the holders of the April Investor Warrants will have the
right to receive upon exercise, for each share of Common Stock
that would have been issuable upon such exercise immediately
prior to the occurrence of such change of control, the number of
shares of common stock of the successor, acquiring corporation,
or of the Company, if it is the surviving corporation, and any
additional consideration receivable as a result of such change of
control by a holder of the number of shares of Common Stock for
which the April Investor Warrants were exercisable immediately
prior to such change of control.
control the holders of the April Investor Warrants will have the
right to receive upon exercise, for each share of Common Stock
that would have been issuable upon such exercise immediately
prior to the occurrence of such change of control, the number of
shares of common stock of the successor, acquiring corporation,
or of the Company, if it is the surviving corporation, and any
additional consideration receivable as a result of such change of
control by a holder of the number of shares of Common Stock for
which the April Investor Warrants were exercisable immediately
prior to such change of control.
April Registration Rights Agreement
to the April Registration Rights Agreement, the Company will
agree to file a registration statement with the Securities and
Exchange Commission (the “SEC”) within 45 days of the final
closing of the Private Placement (the “Filing Date”) covering
the resale of (a) all the April Investor Shares, (b) all shares
of Common Stock issuable upon exercise of the April Investor
Warrants, (c) any additional shares of Common Stock issuable in
connection with any anti-dilution provisions in the Investor
Warrants, and (d) any securities issued or then issuable upon any
stock split, dividend or other distribution, recapitalization or
similar event (“Registrable Securities”), not then registered.
The Company will use its reasonable best efforts to cause such
registration statement to be declared effective by the SEC (such
date, the “Effectiveness Date”) within 120 days of the Filing
Date.
agree to file a registration statement with the Securities and
Exchange Commission (the “SEC”) within 45 days of the final
closing of the Private Placement (the “Filing Date”) covering
the resale of (a) all the April Investor Shares, (b) all shares
of Common Stock issuable upon exercise of the April Investor
Warrants, (c) any additional shares of Common Stock issuable in
connection with any anti-dilution provisions in the Investor
Warrants, and (d) any securities issued or then issuable upon any
stock split, dividend or other distribution, recapitalization or
similar event (“Registrable Securities”), not then registered.
The Company will use its reasonable best efforts to cause such
registration statement to be declared effective by the SEC (such
date, the “Effectiveness Date”) within 120 days of the Filing
Date.
If (i) the registration statement is not filed on or prior to the
Filing Date, (ii) the Company fails to file with the SEC a
request for acceleration of a registration statement within 10
calendar days of the date that the Company is notified by the SEC
that such registration statement will not be reviewed or will not
be subject to further review, (iii) prior to the effective date
of a registration statement, the Company fails to file a
pre-effective amendment and otherwise respond in writing to
comments made by the SEC in respect of such registration
statement within 30 days after the receipt of comments by or
notice from the SEC that such amendment is required in order for
such registration statement to be declared effective, (iv) the
registration statement is not declared effective by the SEC
within 120 days of the Filing Date, or (v) the registration
statement ceases to remain continuously effective for more than
10 consecutive calendar days or more than an aggregate of 15
calendar days during any 12-month period after the Effectiveness
Date (each, an Event), then the Company shall pay liquidated
damages to the Investors in an amount equal to 1% of the
aggregate purchase price paid by the Investors on the day of
delinquency and each 30th day of delinquency thereafter.
Notwithstanding the foregoing, (i) the maximum aggregate
liquidated damages due under the April Registration Rights
Agreement shall be 6% of the aggregate purchase price paid by the
April Investors, and (ii) if any partial amount of liquidated
damages remains unpaid for more than 7 days, the Company shall
pay interest of 18% per annum, accruing daily, on such unpaid
amount. However, that the Company shall not be required to make
any payments if an Event occurred at such time that all
Registrable Securities are eligible for resale to Rule 144 of the
Securities Act (Rule 144) promulgated by the SEC or if the
Company is unable to register the Registrable Securities due to
limits imposed by the SEC.
Filing Date, (ii) the Company fails to file with the SEC a
request for acceleration of a registration statement within 10
calendar days of the date that the Company is notified by the SEC
that such registration statement will not be reviewed or will not
be subject to further review, (iii) prior to the effective date
of a registration statement, the Company fails to file a
pre-effective amendment and otherwise respond in writing to
comments made by the SEC in respect of such registration
statement within 30 days after the receipt of comments by or
notice from the SEC that such amendment is required in order for
such registration statement to be declared effective, (iv) the
registration statement is not declared effective by the SEC
within 120 days of the Filing Date, or (v) the registration
statement ceases to remain continuously effective for more than
10 consecutive calendar days or more than an aggregate of 15
calendar days during any 12-month period after the Effectiveness
Date (each, an Event), then the Company shall pay liquidated
damages to the Investors in an amount equal to 1% of the
aggregate purchase price paid by the Investors on the day of
delinquency and each 30th day of delinquency thereafter.
Notwithstanding the foregoing, (i) the maximum aggregate
liquidated damages due under the April Registration Rights
Agreement shall be 6% of the aggregate purchase price paid by the
April Investors, and (ii) if any partial amount of liquidated
damages remains unpaid for more than 7 days, the Company shall
pay interest of 18% per annum, accruing daily, on such unpaid
amount. However, that the Company shall not be required to make
any payments if an Event occurred at such time that all
Registrable Securities are eligible for resale to Rule 144 of the
Securities Act (Rule 144) promulgated by the SEC or if the
Company is unable to register the Registrable Securities due to
limits imposed by the SEC.
to the April Registration Rights Agreement, the Company must
maintain the effectiveness of the registration statement from the
Effectiveness Date until the first to occur of (a) the date one
year from the date the registration statement is declared
effective, and (b) the date on which all securities registered
under the registration statement have been sold, or are otherwise
able to be sold to Rule 144 without volume or manner-of-sale
restrictions and without the requirement for the Company to be in
compliance with the current public information requirement under
Rule 144, subject to the Companys right to suspend or defer the
use of the registration statement in certain events.
maintain the effectiveness of the registration statement from the
Effectiveness Date until the first to occur of (a) the date one
year from the date the registration statement is declared
effective, and (b) the date on which all securities registered
under the registration statement have been sold, or are otherwise
able to be sold to Rule 144 without volume or manner-of-sale
restrictions and without the requirement for the Company to be in
compliance with the current public information requirement under
Rule 144, subject to the Companys right to suspend or defer the
use of the registration statement in certain events.
October Purchase Agreement
On March 31, 2017, the Company consummated a seventh closing
under the Unit Purchase Agreement, dated October 28, 2016, by and
among the Company and certain accredited investors (the October
Purchase Agreement), to which the Company issued to certain
additional accredited investors (the March 31 Investors) an
aggregate of 314,500 units (the October Units), in exchange for
aggregate consideration of $471,750. Each October Unit consists
of one share of Common Stock (the October Investor Shares and
together with the April Investor Shares the Investor Shares), and
a warrant to purchase one half of one share of Common Stock,
exercisable at a price of $1.50 per share (the October Investor
Warrants and together with the April Investor Warrants, the
Investor Warrants), at a per October Unit price of $1.50. In
addition, in connection with the closing, each March 31 Investor
became party to that certain Registration Rights Agreement, dated
as of October 28, 2016 (the October Registration Rights
Agreement).
under the Unit Purchase Agreement, dated October 28, 2016, by and
among the Company and certain accredited investors (the October
Purchase Agreement), to which the Company issued to certain
additional accredited investors (the March 31 Investors) an
aggregate of 314,500 units (the October Units), in exchange for
aggregate consideration of $471,750. Each October Unit consists
of one share of Common Stock (the October Investor Shares and
together with the April Investor Shares the Investor Shares), and
a warrant to purchase one half of one share of Common Stock,
exercisable at a price of $1.50 per share (the October Investor
Warrants and together with the April Investor Warrants, the
Investor Warrants), at a per October Unit price of $1.50. In
addition, in connection with the closing, each March 31 Investor
became party to that certain Registration Rights Agreement, dated
as of October 28, 2016 (the October Registration Rights
Agreement).
As previously reported in the Companys Current Reports on Form
8-K filed with the SEC on November 3, 2016, December 22, 2016 and
March 16, 2017 the Company: (i) consummated the first closing
under the Purchase Agreement on October 28, 2016, to which the
Company issued to the initial investors (the Initial Investors)
an aggregate of 346,567 October Units in exchange for aggregate
consideration of $519,850; (ii) consummated the second closing on
November 23, 2016 to which the Company issued to certain
additional investors (the November Investors) 100,002 October
Units in exchange for approximately $150,000; (iii) consummated
the third and fourth closings on December 16, 2016 and December
22, 2016, respectively, to which the Company issued to certain
additional accredited investors (the December Investors) an
aggregate of 1,143,334 October Units, in exchange for aggregate
consideration of approximately $1,715,000; and (iv) consummated
the fifth and sixth closings on February 10, 2017 and March 10,
2017, respectively, to which the Company issued to certain
additional accredited investors (the February/March Investors and
collectively with the March 31 Investors, the Initial Investors,
the November Investors and the December Investors, the Investors)
an aggregate of 995,571 October Units in exchange for aggregate
consideration of $1,493,353.
8-K filed with the SEC on November 3, 2016, December 22, 2016 and
March 16, 2017 the Company: (i) consummated the first closing
under the Purchase Agreement on October 28, 2016, to which the
Company issued to the initial investors (the Initial Investors)
an aggregate of 346,567 October Units in exchange for aggregate
consideration of $519,850; (ii) consummated the second closing on
November 23, 2016 to which the Company issued to certain
additional investors (the November Investors) 100,002 October
Units in exchange for approximately $150,000; (iii) consummated
the third and fourth closings on December 16, 2016 and December
22, 2016, respectively, to which the Company issued to certain
additional accredited investors (the December Investors) an
aggregate of 1,143,334 October Units, in exchange for aggregate
consideration of approximately $1,715,000; and (iv) consummated
the fifth and sixth closings on February 10, 2017 and March 10,
2017, respectively, to which the Company issued to certain
additional accredited investors (the February/March Investors and
collectively with the March 31 Investors, the Initial Investors,
the November Investors and the December Investors, the Investors)
an aggregate of 995,571 October Units in exchange for aggregate
consideration of $1,493,353.
The Investor Shares and Investor Warrants issued and sold to the
Investors and the April 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 and each April Investor
represented that it was an accredited investor (as defined by
Rule 501 under the Securities Act).
Investors and the April 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 and each April Investor
represented that it was an accredited investor (as defined by
Rule 501 under the Securities Act).
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 down -0.04 at 1.54 with 51,451 shares trading hands.
