Business Context and Reporting Period
Company: Streamex Corp. (formerly BioSig Technologies, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: November 18, 2025
Reporting Period: Events occurring on November 18, 2025, with certain agreements effective retroactively to October 1, 2025, and November 1, 2025.
Context: The filing details a significant restructuring of the Board of Directors and executive leadership following a Share Purchase Agreement dated May 23, 2025. The company is transitioning to a classified Board structure and has entered into new employment agreements for its CEO, CFO, and Chairman.
Key Financial Metrics
This filing is a Current Report (Form 8-K) and does not contain financial statements, revenue, profit, cash flow, or liquidity metrics. The document focuses on corporate governance changes and executive compensation arrangements.
Material Changes Versus Prior Period
- Board Composition: Three directors (Steven Abelman, Christopher Baer, and Anthony Amato) resigned effective immediately on November 18, 2025. The resignations were not due to any disagreement with the Company.
- New Director Appointment: Kevin Gopaul was appointed as an independent director (Class II) and member of the Audit, Compensation, and Nominating and Corporate Governance Committees.
- Corporate Governance: The Company filed an Eleventh Amendment to its Certificate of Incorporation on November 19, 2025, establishing a classified Board with three classes of directors serving staggered terms.
- Executive Leadership: New employment agreements were executed for CEO Karl Henry McPhie and CFO Ferdinand Groenewald, formalizing compensation and severance terms.
Guidance, Outlook, and Management Commentary
Executive Compensation and Severance:
- CEO (Karl Henry McPhie): Annual base salary of $225,000 with a target bonus of 65%. Equity grant includes 100,000 fully vested shares and 900,000 RSUs vesting over four years. Severance for termination without cause or change in control includes 2x annual base salary and target bonus, plus accelerated equity vesting.
- CFO (Ferdinand Groenewald): Annual base salary of $225,000 with a target incentive of 65%. Equity grant includes 100,000 fully vested shares and 400,000 RSUs vesting over four years. Severance ranges from 6 to 12 months of base salary depending on tenure, plus accelerated equity.
- Chairman (Morgan Lekstrom): Annual cash retainer of $40,000 for Board service plus $99,000 for Chairman duties. Equity grant of 100,000 shares vesting over one year.
- New Director (Kevin Gopaul): Annual cash retainer of $40,000 plus $25,000 for each committee served on. Eligible for annual equity compensation.
Contingencies: Certain equity grants for the CEO, CFO, and Chairman are subject to stockholder approval of an increase in shares available under the Company's 2023 Long-Term Incentive Plan. If approval is not obtained, the Company will use reasonable best efforts to provide a make-whole cash or cash-settled award of equivalent value for the CFO.
Important Facts for Investor Verification
- Verify the status of the stockholder vote required to approve the increase in shares under the 2023 Long-Term Incentive Plan, as this impacts the equity grants for the CEO, CFO, and Chairman.
- Confirm the final composition of the Board following the resignations and the appointment of Kevin Gopaul, noting the new staggered term structure (Class I, II, and III).
- Review the attached employment agreements (Exhibits 10.2, 10.3, and 10.4) for specific performance metrics tied to the target bonuses for the CEO and CFO.
- Assess the impact of the classified Board structure on future proxy contests or shareholder ability to replace directors.