Business Context and Reporting Period
Company: Streamex Corp. (formerly BioSig Technologies, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: November 4, 2025
Event: Entry into a Material Definitive Agreement and First Closing of a Secured Convertible Debenture Purchase Agreement with YA II PN, LTD. ("Yorkville").
Key Financial Metrics
- Gross Proceeds: Approximately $24,000,000 (representing 96.0% of the principal amount).
- Principal Amount Issued: $25,000,000 (First Convertible Debenture).
- Total Facility Size: Up to $100,000,000 aggregate principal amount.
- Interest Rate: 4.00% per annum (increases to 18.00% per annum upon an event of default).
- Maturity Date: November 4, 2027.
- Prepayment Premium: 10% of the principal amount if prepaid prior to maturity.
- Security: Obligations are secured by U.S. and Canadian Guaranty and Security Agreements covering the Company and its subsidiaries.
Material Changes and Transaction Details
The Company executed Amendment No. 3 to the Debenture Purchase Agreement, adding closing conditions without materially amending other terms. On the First Closing Date (November 4, 2025), the Company issued the initial tranche of $25,000,000. Future closings include a potential second tranche of $25,000,000 subject to conditions, and up to $50,000,000 additional upon mutual agreement.
Conversion Terms:
- Conversion Price: The lower of (i) $6.016 per share (125% of VWAP on Nov 3, 2025, subject to a one-time downward reset) or (ii) 97.0% of the lowest daily VWAP in the three trading days preceding conversion.
- Floor Price: $4.00 per share.
- Beneficial Ownership Limit: Investor cannot convert if it would result in beneficial ownership exceeding 4.99% of outstanding Common Stock.
Guidance, Risks, and Contingencies
- Collateral Risk: The debenture is secured; standard events of default allow the holder to declare the debt immediately due and foreclose on collateral.
- Dilution Risk: Conversion shares are subject to anti-dilution adjustments and a downward reset mechanism, potentially increasing dilution if the stock price declines.
- Lock-Up Restrictions: Directors, officers, and certain shareholders are subject to an 180-day lock-up agreement on their shares.
- Registration Rights: The Company agreed to register the resale of Conversion Shares under the Securities Act of 1933.
- Unregistered Sale: The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, relying on Yorkville's status as an accredited investor.
Investor Verification Checklist
- Verify the exact terms of the "downward only reset" mechanism for the conversion price in the full text of the Debenture (Exhibit 4.1).
- Confirm the specific assets pledged under the U.S. and Canadian Guaranty and Security Agreements (Exhibits 10.2 and 10.3).
- Review the conditions precedent for the Second Closing ($25M tranche) to assess the likelihood of additional funding.
- Check the Company's current cash position to determine if the $24M proceeds are sufficient to meet immediate liquidity needs given the 4% interest obligation.
- Monitor the stock price relative to the $4.00 floor and $6.016 initial conversion price to gauge potential dilution scenarios.