Business Context and Reporting Period
This Form 8-K Current Report is filed by BioSig Technologies, Inc. (not Streamex Corp.) for the reporting date of September 15, 2023. The registrant is incorporated in Delaware and trades on the NASDAQ Capital Market under the symbol BSGM. The filing primarily addresses the entry into a new material definitive agreement and the termination of a prior sales agreement regarding the issuance of common stock.
Key Financial Metrics and Transaction Details
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data. However, it discloses specific transaction metrics related to equity offerings:
- New Offering Capacity: The Company entered into an At-The-Market (ATM) Issuance Sales Agreement with Ascendiant Capital Markets, LLC to sell up to $30,000,000 of common stock.
- Commission Rate: The Company will pay the new agent a commission of 3.0% of gross proceeds.
- Prior Offering Activity: Under the terminated agreement with Cantor Fitzgerald & Co., the Company sold 218,810 shares between August 29, 2023, and September 6, 2023.
- Average Price: The average offering price for the shares sold under the terminated agreement was $0.5463 per share.
Material Changes Versus Prior Period
The primary material change reported is the replacement of the Company's sales agent for its ATM offering:
- Termination: The Company terminated its Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., effective September 15, 2023. There were no termination penalties incurred.
- New Agreement: Simultaneously, the Company entered into a new Sales Agreement with Ascendiant Capital Markets, LLC to continue the ATM offering of up to $30,000,000 in shares.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, revenue outlook, or management commentary on operational performance. Key contingencies and risks noted include:
- Discretionary Sales: The Company has no obligation to sell any shares under the new agreement and may suspend or terminate the offering at any time.
- Indemnification: The Company has agreed to indemnify the new agent against certain liabilities, including those under the Securities Act.
- Regulatory Compliance: Sales are subject to the terms of the Sales Agreement and applicable securities laws; the report is not an offer to sell in jurisdictions where such an offer would be unlawful.
Investor Verification Checklist
- Verify the exact number of shares sold and gross proceeds generated under the new Ascendiant Capital Markets agreement in subsequent filings.
- Confirm the current cash position and liquidity needs of BioSig Technologies, Inc., as the ATM offering is a capital-raising mechanism.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific covenants and termination conditions.
- Monitor the stock price volatility, as the average price of $0.5463 under the prior agreement indicates a low-priced equity environment.