Business Context and Reporting Period
This Form 8-K is a current report filed by BioSig Technologies, Inc. (not Streamex Corp.) on November 15, 2017, covering events occurring on November 9, 2017. The company is an emerging growth company incorporated in Delaware, with principal executive offices in Los Angeles, California.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to a specific contractual agreement:
- Service Fee: $200,000 total cash payment to 3LP Advisors LLC (Sherpa Technology Group).
- Payment Terms: $25,000 due January 1, 2018; remainder contingent on objective completion.
- Equity Compensation: Fully-vested three-year option to purchase up to $300,000 of common stock at an exercise price of $1.63 per share.
Material Changes
The filing reports two primary corporate governance changes effective November 9, 2017:
- Board Departure: Jerome Zeldis retired as a member of the Board of Directors. The departure was not connected to any disagreement regarding operations, policies, or practices.
- Board Appointment: Andrew Filler was appointed as a director to serve until the next annual meeting of stockholders or until a successor is elected.
Outlook, Risks, and Unusual Items
Strategic Initiative: On November 1, 2017, the Company entered into a Master Services Agreement with Sherpa Technology Group to develop, execute, and expand its intellectual property strategy over approximately 18 months. This includes evaluating the business landscape and executing a patent filing and licensing strategy.
Related Party Transaction: Mr. Filler, the newly appointed director, serves as the general counsel of Sherpa. The agreement included a provision for the Company to propose Mr. Filler's board appointment, which was subsequently executed.
Risks: The filing does not explicitly list new risk factors, though the reliance on external consultants for IP strategy and the issuance of stock options represent standard operational contingencies.
Investor Verification Checklist
- Verify the exact number of shares underlying the $300,000 stock option grant to Sherpa based on the $1.63 exercise price.
- Confirm the specific performance objectives required to trigger the remaining $175,000 cash payment to Sherpa.
- Review the attached press release (Exhibit 99.1) for additional context on Mr. Filler's background and the Company's IP strategy.
- Check subsequent filings to confirm if the Board formally approved the appointment of Mr. Filler at the next meeting as proposed.