Business Context and Reporting Period
This Form 8-K Current Report was filed by BioSig Technologies, Inc. (not Streamex Corp.) on June 29, 2022, covering events occurring on June 24, 2022. The registrant is a Delaware corporation with principal executive offices in Westport, Connecticut, and its common stock trades on the NASDAQ Capital Market under the symbol BSGM.
Key Financial Metrics and Transaction Details
The filing details a best efforts public offering of common stock. Key financial terms include:
- Shares Offered: 4,341,667 shares of Common Stock.
- Public Offering Price: $0.75 per share.
- Expected Net Proceeds: $3,030,880.23 (after underwriting discounts but before offering expenses).
- Underwriter Warrants: 217,083 warrants issued to the underwriter (5% of shares sold), exercisable at $0.90 per share (120% of offering price) for five years on a cashless basis.
- Reimbursable Expenses: Up to $125,000 for underwriter out-of-pocket expenses, including legal fees.
The filing does not provide current revenue, profit, cash flow, margins, or debt figures as this is a transaction report rather than a periodic financial statement.
Material Changes
The primary material change is the entry into an underwriting agreement with Laidlaw & Company (UK) Ltd., subsequently amended and restated on June 28, 2022. This agreement facilitates the issuance of new equity and warrants, representing a dilution of existing shareholders and an influx of capital for the company.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond standard indemnification provisions and customary representations in the underwriting agreement. The transaction relies on a shelf registration statement (No. 333-251859) declared effective on January 12, 2021.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received, as the $3.03 million figure is an expectation prior to all expenses.
- Confirm the total number of outstanding shares post-offering to assess dilution impact.
- Review the full text of the Amended and Restated Underwriting Agreement (Exhibit 1.2) for specific termination conditions.
- Check subsequent filings for the actual use of proceeds and any changes to the warrant exercise terms.