Item 1.01 Entry into a Material Definitive Agreement
On November 18, 2022, BioSig Technologies, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain accredited
investors (the "Investors"), pursuant to which the Company sold to the Investors
an aggregate of 3,541,469 shares (the "Shares") of the Company's common stock,
par value $0.001 per share (the "Common Stock") at a purchase price of $0.41 per
share, in exchange for aggregate consideration of $1,452,000. The Shares were
offered and sold in reliance on the exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(a)(2) and Regulation D (Rule 506) under the Securities Act.
The Purchase Agreement contains representations and warranties of the Company
and the Investors that are typical for transactions of this type. The Purchase
Agreement also contains covenants on the part of the Company that are typical
for transactions of this type.
The foregoing summary of the Purchase Agreement is not complete and is qualified
in its entirety by reference to the full text of the exhibit to this Current
Report on Form 8-K (the "Report").
In addition, as previously reported, on March 21, 2022, the Company entered into
a securities purchase agreement with several institutional and accredited
investors, pursuant to which the Company sold in a registered direct offering an
aggregate of 2,613,130 shares of Common Stock and warrants to purchase up to
2,613,130 shares of Common Stock (the "March Warrants"), that became exercisable
six months after the date of issuance and will expire three and one-half years
following the date of issuance.
On November 3, 2022, the Company reduced the exercise price of the March
Warrants from an exercise price of $1.40 per share to $0.25 per share only
through November 10, 2022. From November 8 through November 10, 2022, the
Company issued an aggregate of 510,000 shares of Common Stock for the exercise
of warrants for proceeds of $127,500. As of the date of this Report, March
Warrants to purchase an aggregate of 873,000 shares of Common Stock have been
exercised for $218,250.
The Company received aggregate consideration of $1,452,000 from the sale of the
Shares and $218,250 from the exercise of the March Warrants, for a combined
total of $1,670,250.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K in
relation to the Shares incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Form of Securities Purchase Agreement
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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