Business Context and Reporting Period
This Form 8-K Current Report is filed by BioSig Technologies, Inc. (not Streamex Corp.) on June 24, 2020. The registrant is a Delaware corporation with principal executive offices in Westport, Connecticut. The filing primarily addresses a material definitive agreement regarding a registered direct offering and a change in the company's independent registered public accounting firm.
Key Financial Metrics and Transaction Details
- Offering Size: 2,187,500 shares of common stock.
- Offering Price: $8.00 per share.
- Gross Proceeds: Approximately $17.5 million.
- Net Proceeds: Approximately $16.16 million (after fees and expenses).
- Use of Proceeds: Commercialization support, working capital, and general corporate purposes.
- Placement Agent: The Special Equities Group, LLC (a division of Bradley Woods & Co., Ltd.).
Note: This filing does not provide standard periodic financial metrics such as revenue, profit, cash flow, margins, or total debt levels.
Material Changes and Events
Entry Into a Material Definitive Agreement
The Company entered into a Securities Purchase Agreement to sell shares in a registered direct offering. The closing is expected to occur on or about June 26, 2020, subject to customary closing conditions.
Changes in Certifying Accountant
- Dismissal: Liggett & Webb, P.A. was dismissed as the independent registered public accounting firm effective June 24, 2020.
- Historical Context: Liggett & Webb's audit report for the year ended December 31, 2018, included an explanatory paragraph regarding conditions that raised substantial doubt about the Company's ability to continue as a going concern. The 2019 audit report did not contain such a qualification.
- Disagreements: The Company reported no disagreements with Liggett & Webb on accounting principles, practices, or auditing scope during the two most recent fiscal years or through the date of dismissal.
- Appointment: Friedman LLP was appointed as the new independent registered public accounting firm for the fiscal year ending December 31, 2020, effective immediately.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, revenue projections, or specific risk factors beyond standard transactional language. Management intends to use the net proceeds to support commercialization efforts. The filing includes a standard disclaimer that representations and warranties in the Purchase Agreement are for the benefit of the parties and may not reflect materiality standards viewed by stockholders.
Investor Verification Checklist
- Verify the final closing date of the registered direct offering (expected June 26, 2020).
- Confirm the exact net proceeds received after all fees and expenses are deducted.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and conditions.
- Examine the letter from Liggett & Webb (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future filings for the impact of the new auditor (Friedman LLP) on the 2020 fiscal year financial statements.