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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

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Date of Report (Date of earliest event reported):  August 18, 2017

 

(Exact name of registrant as specified in its charter)

 

Registrant’s telephone number, including area code: (763) 999-7330

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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:

 

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

 

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

 

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

 

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 3.02             Unregistered Sales of Equity Securities.

On August 18, 2017, BioSig Technologies, Inc. (the “Company”) consummated a seventh closing under the Unit Purchase Agreement, dated April 6, 2017 investors (the “Purchase Agreement”), by and among the Company and certain accredited investors (the “August Investors”), pursuant to which the Company issued an aggregate of 351,000 units (the “Units”), in exchange for aggregate consideration of $526,500. 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 seventh closing, each August 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 and July 19, 2017, the Company: (i) consummated the first closing under the Purchase Agreement on April 6, 2017, pursuant 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, pursuant 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; and (iii) consummated the sixth closing under the Purchase Agreement on July 13, 2017, pursuant to which the Company issued to certain additional investors (the “July Investors” and collectively with the August Investors, the April-June Investors and the Initial Investors, the “Investors”) an aggregate of 267,002 Units, in exchange for aggregate consideration of $400,500.

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).

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 24, 2017                                         By:  /s/ Kenneth L. Londoner                

Name: Kenneth L. Londoner 

Title: Executive Chairman