Business Context and Reporting Period
Company: Streamex Corp. (formerly BioSig Technologies, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: October 28, 2025
Reporting Period: Event-based (October 28, 2025)
Context: The Company entered into Amendment No. 2 to a Secured Convertible Debenture Purchase Agreement with YA II PN, LTD. ("Yorkville"). This filing details the terms of a new financing arrangement involving secured debt convertible into common stock, with specific mandates regarding the use of proceeds for purchasing gold bullion.
Key Financial Metrics and Transaction Terms
Debt Instrument: Secured Convertible Debentures
Total Facility Size: Up to $100,000,000 aggregate principal amount.
First Closing Amount: $25,000,000 principal (First Convertible Debenture).
Interest Rate: 4.00% per annum (increases to 18.00% per annum upon an event of default).
Maturity: 24 months from issuance.
Use of Proceeds Mandate: At least $25.1 million of aggregate proceeds ($12.6 million at First Closing and $12.5 million at Second Closing) must be deposited into a securities account solely for purchasing Allocated Vaulted Gold Bullion.
Collateral: First priority security interest in substantially all existing and future assets of the Company and its affiliates.
Conversion Terms:
- Conversion Price: Lower of (i) 125% of VWAP prior to First Closing (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.
- Issuance Limit: Conversion shares cannot exceed 19.99% of outstanding Common Stock (subject to aggregation adjustments).
Material Changes vs. Prior Period
This filing represents a material amendment to agreements previously disclosed on July 9, 2025, and August 13, 2025. The primary material change introduced by the Second Amendment (dated October 28, 2025) is the strict mandate requiring a significant portion of the debt proceeds ($25.1 million total) to be used exclusively for the purchase of Allocated Vaulted Gold Bullion. Additionally, the filing confirms the structure of the First Closing for $25 million, which was previously outlined but not finalized.
Guidance, Outlook, Risks, and Contingencies
Outlook and Closing Conditions: The Company expects to consummate the First Closing promptly following the satisfaction of conditions, most notably the receipt of approval from The Nasdaq Stock Market LLC to maintain the listing of its Common Stock. No Convertible Debenture will be finalized or executed until these conditions are met.
Risks and Contingencies:
- Nasdaq Approval: The transaction is contingent on Nasdaq approval for listing maintenance.
- Default Risk: Interest rates jump to 18.00% upon an event of default.
- Collateral Encumbrance: Substantially all assets of the Company and affiliates are pledged as collateral.
- Unregistered Securities: Securities issued under this agreement are unregistered, relying on Section 4(a)(2) and Regulation D exemptions.
Investor Verification Checklist
- Verify the status of Nasdaq listing approval, which is a mandatory closing condition.
- Confirm the specific terms of the "Guaranty and Security Agreement" regarding the pledge of all company assets.
- Monitor the execution of the First Closing to ensure the $25.1 million gold purchase mandate is operationalized.
- Review the full text of Exhibits 4.1 and 10.1 for complete legal terms regarding conversion price resets and default triggers.
- Assess the impact of the 19.99% issuance limit on potential future dilution.