BioSig Technologies, Inc. (OTCMKTS:BSGM) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02Unregistered Sales of Equity Securities.
On December 29, 2017 and January 5, 2018, BioSig Technologies, Inc. (the “Company”) consummated an eleventh and twelfth closing, respectively, under the Unit Purchase Agreement, dated April 6, 2017 (the “Purchase Agreement”), by and among the Company and certain accredited investors (the “December-January Investors”), to which the Company issued an aggregate of 660,668 units (the “Units”), in exchange for aggregate consideration of $991,001. Each Unit consists of one share (the “Investor Shares”) of the Company’s common stock, par value $0.001 per share (the “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 “Investor Warrants”), at a per Unit price of $1.50. In addition, in connection with the eleventh and twelfth closings, each December-January Investor became party to that certain Registration Rights Agreement, dated as of April 6, 2017.
As previously reported in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 6, 2017, July 6, 2017, July 19, 2017, August 23, 2017, September 26, 2017, October 17, 2017 and November 13, 2017, the Company: (i) consummated the first closing under the Purchase Agreement on April 6, 2017, to which the Company issued to the initial investors (the “Initial Investors”) an aggregate of 426,667 Units in exchange for aggregate consideration of $640,000; (ii) consummated the second, third, fourth and fifth closings under the Purchase Agreement on April 17, 2017, May 5, 2017, June 20, 2017 and June 30, 2017, respectively, to which the Company issued to certain additional investors (the “April-June Investors”) an aggregate of 399,933 Units, in exchange for aggregate consideration of $599,898; (iii) consummated the sixth closing under the Purchase Agreement on July 13, 2017, to which the Company issued to certain additional investors (the “July Investors”) an aggregate of 267,002 Units, in exchange for aggregate consideration of $400,500; (iv) consummated the seventh closing under the Purchase Agreement on August 18, 2017, to which the Company issued to certain additional investors (the “August Investors”); (v) consummated the eighth closing under the Purchase Agreement on September 20, 2017, to which the Company issued to certain additional investors (the “September Investors”) an aggregate of 103,334 Units, in exchange for aggregate consideration of $155,000; (vi) consummated the ninth closing under the Purchase Agreement on October 11, 2017, to which the Company issued to certain additional investors (the “October Investors”) an aggregate of 386,667 Units in exchange for aggregate consideration of $580,000; and (vii) consummated the tenth closing under the Purchase Agreement on November 6, 2017, to which the Company issued to certain additional investors (the “November Investors” and collectively with the December-January Investors, the September Investors, the August Investors, the July Investors, the April-June Investors and the Initial Investors, the “Investors”) an aggregate of 413,336 Units in exchange for aggregate consideration of $620,002.
The Units, Investor Shares and Investor Warrants 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2018, the Company promoted Steve Chaussy, its current Chief Financial Officer, to a full time position. In connection with Mr. Chaussy transitioning to full time from his previous part time position, the Company increased his annual compensation from $160,000 to $235,000. Mr. Chaussy continues to be eligible to receive performance bonuses payable in either cash or equity securities of the Company at the discretion of the Company’s compensation committee.
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.
