Streamex Corp. Form 8-K Summary
Business Context and Reporting Period
Streamex Corp. (STEX), a Delaware corporation formerly known as BioSig Technologies, Inc., filed this Current Report on Form 8-K on December 19, 2025, covering events occurring on December 16 and December 17, 2025. The filing details the execution of Amendment No. 4 to a Secured Convertible Debenture Purchase Agreement and the closing of a second tranche of financing with YA II PN, LTD. ("Yorkville").
Key Financial Metrics
- Debt Issuance: Issued a Second Convertible Debenture with a principal amount of $25,000,000.
- Gross Proceeds: Approximately $24,000,000 (representing 96.0% of the principal amount).
- Interest Rate: 4.00% per annum, increasing to 18.00% per annum upon an event of default.
- Maturity Date: December 17, 2027.
- Prepayment Terms: Company may prepay with a 10% premium on the principal amount, subject to 10 trading days' notice.
- Conversion Price: Lower of (i) $6.016 per share (subject to a one-time downward reset) or (ii) 97.0% of the lowest daily VWAP during the three trading days preceding conversion, subject to a floor of $4.00 per share.
- Ownership Limit: Investor beneficial ownership capped at 4.99% of outstanding Common Stock post-conversion.
Material Changes
The primary material change is the increase in secured debt obligations following the Second Closing on December 17, 2025. This follows a series of prior amendments (Amendments 1, 2, and 3) to the original agreement dated July 2025. The Fourth Amendment modified certain prior closing conditions without altering material terms of the debenture itself. The company has now secured additional liquidity through this second tranche, which mirrors the terms of the initial tranche issued in November 2025.
Guidance, Outlook, and Risks
Management Commentary: On December 16, 2025, the company hosted a corporate update webinar with an investor presentation (Exhibit 99.1) intended for use in future investor and analyst meetings. The company notes that the presentation contains forward-looking statements subject to risks and uncertainties.
Risks and Contingencies:
- Default Risk: Interest rates escalate to 18.00% upon an event of default, and the holder may accelerate payment and foreclose on collateral.
- Dilution Risk: The conversion price includes a "ratchet" feature (97% of lowest VWAP) and a downward reset mechanism, which could significantly dilute existing shareholders if the stock price declines.
- Liquidity Constraints: The company must pay a 10% premium to prepay the debt early.
Financial Metrics Not Provided: The filing text does not provide current revenue, net profit, operating cash flow, or total liquidity positions outside of the proceeds from this specific transaction.
Investor Verification Checklist
- Verify the full text of the Secured Convertible Debenture (Exhibit 4.1) and Amendment No. 4 (Exhibit 10.1) for specific covenants and collateral details.
- Review the Investor Presentation (Exhibit 99.1) for forward-looking statements regarding the use of proceeds and strategic outlook.
- Monitor the company's stock price relative to the $4.00 conversion floor and the $6.016 fixed price to assess potential dilution scenarios.
- Check subsequent filings for the effectiveness of the Resale Registration Statement, which triggers the one-time downward reset of the conversion price.
- Confirm the company's ability to service the 4.00% interest payments or elect to pay in kind via share issuance.