Streamex Corp. — Capital/Financing Update 2015

Jan 6, 2015

8-K 1 biosigtechnologies8k010515.htm 8-K biosigtechnologies8k010515.htm Licensed to: Federal Filings Document Created using EDGARizerAgent 5.5.0.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2014

BioSig Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-190080	26-4333375
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

12424 Wilshire Boulevard, Suite 745 Los Angeles, California	90025
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 820-8100

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

On December 30, 2014, BioSig Technologies, Inc. (the “ Company ”) consummated a second closing under the Unit Purchase Agreement, dated December 19, 2014, by and among certain accredited investors (the “ Purchase Agreement ”), pursuant to which the Company issued to certain additional accredited investors (the “ Additional Investors ”) an aggregate of 1.726 units, which consisted of, in aggregate, 69,040 shares (the “ Investor Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), “A” Warrants to purchase 69,040 shares of Common Stock, exercisable at a price of $2.50 per share (the “ A Warrants ”) and “B” Warrants to purchase 34,520 shares of Common Stock, exercisable at a price of $3.75 per share (the “ B Warrants ,” and collectively with the A Warrants, the “ Investor Warrants ”), in exchange for aggregate consideration of $172,600. In addition, in connection with the second closing, each Additional Investor became party to that certain Registration Rights Agreement, dated as of December 19, 2014 (the “ Registration Rights Agreement ”).

As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2014, the Company consummated the first closing under the Purchase Agreement on December 19, 2014, pursuant to which the Company issued to the initial investors (the “ Initial Investors ” and together with the Additional Investors, the “ Investors ”) an aggregate of 3.395 units, which consisted of, in aggregate, 135,800 shares of Common Stock, A Warrants to purchase 135,800 shares of Common Stock and B Warrants to purchase 67,900 shares of Common Stock, in exchange for aggregate consideration of $339,500.

The shares of Common Stock 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).

The foregoing summaries of the Purchase Agreement, the Investor Warrants and Registration Rights Agreement are not complete, and are qualified in their entirety by reference to the full text of the agreements, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIOSIG TECHNOLOGIES, INC.

Date: January 6, 2015 By: /s/ Gregory Cash

Name: Gregory Cash

Title: Chief Executive Officer