Business Context and Reporting Period
This Form 8-K is filed by BioSig Technologies, Inc. (not Streamex Corp.) on March 10, 2017. The report details the consummation of the fifth and sixth closings under a Unit Purchase Agreement dated October 28, 2016, involving the issuance of unregistered equity securities to accredited investors.
Key Financial Metrics
- Capital Raised (Current Closings): $1,493,353 aggregate consideration from the fifth and sixth closings.
- Securities Issued (Current Closings): 995,571 Units.
- Unit Composition: Each Unit consists of one share of Common Stock and a warrant to purchase 0.5 shares of Common Stock.
- Exercise Price: Warrants are exercisable at $1.50 per share.
- Unit Price: $1.50 per Unit.
- Total Capital Raised (Aggregated): Approximately $3,794,850 across all six closings (Initial: $519,850; November: ~$150,000; December: ~$1,715,000; Feb/March: $1,493,353).
- Financials: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The issuance of Common Stock on March 10, 2017, resulted in an increase in the number of shares of Common Stock outstanding by more than 5% compared to the Company's previous Current Report on Form 8-K filed on December 22, 2016. This filing represents the final closings reported under the specific Unit Purchase Agreement referenced.
Guidance, Outlook, and Risks
- Regulatory Status: Securities were not registered under the Securities Act of 1933 and were sold in reliance on Section 4(a)(2) and Regulation D (Rule 506) exemptions.
- Investor Requirements: All investors represented themselves as accredited investors.
- Registration Rights: Investors became parties to a Registration Rights Agreement dated October 28, 2016.
- Outlook: The filing text does not provide management commentary, future guidance, or specific risk factors beyond the standard disclosure of unregistered sales.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance to confirm the >5% dilution impact.
- Review the Registration Rights Agreement to understand future liquidity options for these investors.
- Confirm the company's current cash position and burn rate, as this filing only reports capital raised, not operational cash flow.
- Check for any subsequent filings regarding the exercise of the warrants issued at $1.50 per share.