BioSig Technologies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events
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Item 1.01 Entry into a Material Definitive Agreement.
On August 13, 2025, BioSig Technologies, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Clear Street LLC and Needham & Company, LLC (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and issue to the Underwriters an aggregate of 3,852,149 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in a public offering (the “Offering”). The price to the public in the Offering was $3.90 per Share.
The Offering closed on August 15, 2025. The Offering was made pursuant to an effective registration statement on Form S-3 (File No. 333-276298) (the “Registration Statement”) previously filed with the Securities and Exchange Commission (the “Commission”) on December 28, 2023, as amended on January 5, 2024 and December 9, 2024, and declared effective by the Commission on December 17, 2024, as supplemented by the preliminary prospectus supplement, filed with the Commission on August 13, 2025, and a final prospectus supplement, filed with the Commission on August [14], 2025.
The aggregate gross proceeds to the Company from the Offering are expected to be approximately 15.02 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to purchase gold bullion in accordance with the Company’s investment policy, for working capital and for general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company (including a lock-up agreement, pursuant to which, subject to specified exceptions, the Company has agreed not to offer or transfer shares of Common Stock during the 90 day period following the date of the Underwriting Agreement), customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”) and termination provisions. In connection with the Offering, the Company’s officers, directors and certain stockholders have also entered into lock-up agreements, pursuant to which, subject to specified exceptions, they have agreed not to offer or transfer their shares of Common Stock during the 90 day period following the date of the Underwriting Agreement.
The foregoing descriptions of the material terms of the Offering, the Shares, and the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Sichenzia Ross Ference Carmel, LLP, securities counsel to the Company, delivered an opinion as to the validity of the Shares, a copy of which is filed as Exhibit 5.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On August 13, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On August 13, 2025, the Company also issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
On August 15, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description | |
| 1.1†+ | Underwriting Agreement, dated as of August 13, 2025, by and among the Company, Clear Street LLC and Needham & Company. | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP. | |
| 23.1 | Opinion of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated August 13, 2025. | |
| 99.2 | Press Release, dated August 13, 2025. | |
| 99.3 | Press Release, dated August 15, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request. |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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: August 15, 2025 | By: | /s/ Karl Henry McPhie |
| Name: | Karl Henry McPhie | |
| Title: | Chief Executive Officer | |