Business Context and Reporting Period
This Form 8-K is filed by BioSig Technologies, Inc. (not Streamex Corp.) on July 7, 2017, reporting events occurring between April 17, 2017, and June 30, 2017. The company is an emerging growth company incorporated in Delaware with principal executive offices in Minneapolis, Minnesota.
Key Financial Metrics
The filing details a capital raise through the sale of unregistered equity securities. No revenue, profit, cash flow, or debt metrics are provided in this specific report.
- Total Capital Raised (April-June Closings): $599,898
- Units Issued (April-June Closings): 399,933
- Price Per Unit: $1.50
- Unit Composition: One share of Common Stock and one warrant to purchase 0.5 shares of Common Stock.
- Warrant Exercise Price: $1.50 per share.
Material Changes
The company consummated four additional closings (second through fifth) under a Unit Purchase Agreement dated April 6, 2017. These closings followed an initial closing on April 6, 2017, which raised $640,000 for 426,667 units. The aggregate issuance across all closings (Initial and April-June Investors) totals 826,600 units for $1,239,898 in consideration.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on operations, or specific risk factors beyond the standard disclosure that the securities were sold unregistered. The securities were offered and sold in reliance on the exemption from registration under Section 4(a)(2) and Regulation D (Rule 506) of the Securities Act of 1933 to accredited investors.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance, as this filing adds 399,933 new shares plus potential dilution from warrants.
- Confirm the status of the Registration Rights Agreement signed by the April-June Investors.
- Review the company's most recent 10-K or 10-Q for actual revenue and cash position, as this 8-K only reports the capital raise.
- Check for any subsequent filings regarding the exercise of the warrants issued at $1.50 per share.