BioSig Announces Reverse Stock Split
BioSig Technologies, Inc. (NASDAQ: BSGM) will undergo a reverse stock split at a ratio of 1 post-split share for every 10 pre-split shares, effective February 2, 2024. The reverse stock split will reduce the outstanding shares from 93,344,435 to approximately 9,334,636. The new CUSIP number for the common stock following the reverse stock split will be 09073N3008.
The announcement of a reverse stock split by BioSig Technologies is a strategic move that can have multiple implications for the company's stock and its perception in the market. A reverse stock split reduces the number of shares outstanding, potentially increasing the stock price by a proportional amount. This is often done to comply with stock exchange listing requirements, improve the stock's image as a higher-priced share may be viewed as more valuable by investors and to attract institutional investors who may have policies against investing in stocks below a certain price.
However, it's important to note that a reverse stock split does not fundamentally alter the company's market capitalization or its underlying financial health. The market's reaction to such news can be mixed, as it may be perceived as a cosmetic change or as a sign of distress, especially if the company is struggling to meet listing requirements. In the short-term, the stock may experience increased volatility as traders react to the new price levels. Long-term implications will largely depend on the company's performance and its ability to leverage the reverse split to achieve more stable stock prices and improved market perception.
From a market perspective, the reverse stock split by BioSig Technologies may influence the liquidity of the stock. Typically, a higher share price leads to lower trading volumes as retail investors might be priced out. However, the reduction in shares outstanding could also result in a tighter spread between the bid and ask price, potentially reducing transaction costs for large investors. The post-split trading will require monitoring to assess the impact on liquidity and trading behavior.
Furthermore, the reverse split may be part of a broader strategic plan aimed at making BioSig's stock more appealing to a different segment of investors, such as institutional ones. The adjustment in equity awards, convertible preferred stock and warrants terms will also need to be communicated clearly to maintain investor confidence and avoid confusion. The success of such a corporate action will ultimately be measured by the company's ability to maintain compliance with exchange listing standards and to attract a more stable investor base.
Legally, the reverse stock split is a significant alteration of the company's capital structure and requires the approval of shareholders and adherence to regulatory requirements. The company's board of directors must ensure that the reverse stock split is executed in accordance with the Amended and Restated Certificate of Incorporation and relevant securities laws. Shareholders must be informed about the changes in their holdings and the company must coordinate with its transfer agent to ensure that the stock adjustments in brokerage accounts are carried out smoothly.
The rounding up of fractional shares to the nearest whole number is a common practice in reverse splits to avoid the issuance of fractional shares, which can be administratively burdensome. This can slightly dilute the existing shareholders, but it is typically seen as a negligible effect. The company must also adjust the terms of its equity awards and convertible securities to reflect the split, which requires precise calculations to maintain the proportional interests of the holders of these instruments.
01/31/2024 - 11:15 AM
Common Stock Will Begin Trading on Split-Adjusted Basis on February 2, 2024
Westport, CT, Jan. 31, 2024 (GLOBE NEWSWIRE) -- BioSig Technologies, Inc. (NASDAQ: BSGM) ("BioSig" or the "Company"), a medical technology company committed to delivering unprecedented accuracy and precision to intracardiac signal visualization, today announced that it intends to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 10 pre-split shares. The reverse stock split will become effective at 4:05 p.m. New York Time on Thursday, February 1, 2024. BioSig's common stock will continue to trade on the Nasdaq Capital Market under the symbol BSGM. It will begin trading on a split-adjusted basis when the market opens on Friday, February 2, 2024. The new CUSIP number for the common stock following the reverse stock split will be 09073N3008.
At the Company's annual meeting of stockholders held on December 18, 2023, BioSig's stockholders granted the Company's board of directors (the “Board”) the discretion to effect a reverse stock split of all of the outstanding shares of the Company's common stock through an amendment to its Amended and Restated Certificate of Incorporation at a ratio in the range of 1-for-2 to 1-for-10, with the exact exchange ratio and timing to be determined by the Company's Board.
At the effective time of the reverse stock split, every ten shares of BioSig's issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-10 reverse stock split. It is not necessary for stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish.
The reverse stock split will affect all stockholders uniformly. It will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the reverse stock split will be rounded up to the nearest whole number of shares. The reverse stock split will reduce the number of shares of BioSig's common stock outstanding from 93,344,435 to approximately 9,334,636, subject to adjustment for the rounding up of fractional shares. Proportional adjustments will be made to the number of shares of BioSig's common stock issuable upon the exercise or conversion of BioSig's equity awards, convertible preferred stock and warrants, and the applicable exercise or conversion price. The reverse stock split will have no effect on the number of authorized shares of common stock or the par value per share. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company's transfer agent, Securities Transfer Corporation, via email at info@stctransfer.com or by telephone at 1-469-633-0101.
About BioSig Technologies, Inc.
BioSig Technologies is a medical technology company focused on deciphering the body's electrical signals, starting with heart rhythms. By leveraging a first-of-its-kind combination of hardware and software, we deliver unprecedented cardiac signal clarity, ending the reliance on 'mixed signals' and 'reading between the lines.' Our platform technology addresses some of healthcare's biggest challenges—saving time, costs, and lives.
The Company's product, the PURE EP™ Platform, an FDA 510(k) cleared non-invasive class II device, provides superior, real-time signal visualization, allowing physicians to perform highly targeted cardiac ablation procedures with increased procedural efficiency and efficacy.
An estimated 14.4 million Americans suffer from cardiac arrhythmias, and the global EP market is projected to reach $16B in 2028 with an 11.2% growth rate.1
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) the effect that the reverse stock split may have on the price of BioSig’s common stock; (ii) BioSig’s ability to regain compliance with and meet the continued listing requirements of The Nasdaq Capital Market to maintain listing of its common stock; (iii) the geographic, social, and economic impact of pandemics or worldwide health issues on BioSig’s ability to conduct BioSig’s business and raise capital in the future when needed; (iv) BioSig’s inability to manufacture its products and product candidates on a commercial scale on their own, or in collaboration with third parties; (v) difficulties in obtaining financing on commercially reasonable terms; (vi) changes in the size and nature of BioSig’s competition; (vii) loss of one or more key executives or scientists; and (viii) difficulties in securing regulatory approval to market BioSig’s products and product candidates. For a discussion of other risks and uncertainties, and other important factors, any of which could cause BioSig’s actual results to differ from those contained in forward-looking statements, see BioSig’s filings with the Securities and Exchange Commission (SEC), including the section titled “Risk Factors” in BioSig’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023. Investors and security holders are urged to read these documents free of charge on the SEC's website at http://www.sec.gov . BioSig assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise, except as required by law.
1 Cardiac Ablation Market. (2022, December). Global Market Insights. https://www.gminsights.com/industry-analysis/cardiac-ablation
When will BioSig Technologies, Inc. (BSGM) undergo the reverse stock split?
The reverse stock split will become effective at 4:05 p.m. New York Time on Thursday, February 1, 2024, and will begin trading on a split-adjusted basis when the market opens on Friday, February 2, 2024.
What is the ratio of the reverse stock split for BioSig Technologies, Inc. (BSGM)?
The reverse stock split will be at a ratio of 1 post-split share for every 10 pre-split shares.
What will be the new CUSIP number for BioSig Technologies, Inc. (BSGM) following the reverse stock split?
The new CUSIP number for the common stock following the reverse stock split will be 09073N3008.
How many outstanding shares will BioSig Technologies, Inc. (BSGM) have after the reverse stock split?
The reverse stock split will reduce the outstanding shares from 93,344,435 to approximately 9,334,636.
