BioSig Technologies Inc SEC Filings

BioSig Technologies (BSGM) reported a substantial net loss of $20,368 and $23,169 for the three- and six-month periods presented, respectively, and a working capital deficit of $110 million, which management states raises substantial doubt about the company’s ability to continue as a going concern. The balance sheet includes a $105,498 derivative/Exchangeable Shares liability that remains classified as a liability because shareholder approval and other contingencies have not been resolved. The company completed the acquisition of Streamex, recording $57.8 million of goodwill and material intangible assets (developed technology and legal/compliance framework). Financing and equity activity during the period included multiple stock offerings, an at-the-market program raising net proceeds of about $3.88 million, and extensive issuance of common stock, RSUs, warrants, and preferred cumulative dividends recorded.

BioSig Technologies, Inc. is offering shares of common stock and pre-funded warrants exercisable at $0.001 per share; the company reported a last Nasdaq sale of $4.67 per share on August 12, 2025. Following its May 28, 2025 acquisition of Streamex, BioSig now operates two segments: its PURE EP medical device/software platform and a tokenized finance/RWA digitization business through Streamex. BioSig reports an extensive patent estate (including 42 issued/allowed utility patents, 31 utility applications pending, and 30 design patents) related to PURE EP.

Preliminary unaudited results for the six months ended June 30, 2025 show substantial losses: net loss of $23,200 (in thousands), operating expenses of $23,300 (in thousands), stock-based compensation of $7,400 (in thousands), and cash and cash equivalents of $2,800 (in thousands). Streamex generated approximately $200,000 in revenue for the three months ended March 31, 2025. Material financing and corporate actions disclosed include the issuance of 109,070,079 Exchangeable Shares, a proposed up-to-$50 million Convertible Debenture financing with Yorkville, and several shareholder proposals required to implement the Share Exchange—all of which could cause significant dilution and depend on stockholder approvals.

BioSig Technologies amended a secured convertible debenture purchase agreement with YA II PN, Ltd. (Yorkville). The Amendment revises the transaction structure to provide a first secured convertible debenture in the principal amount of $25,000,000 and a second secured convertible debenture in the principal amount of $25,000,000, with additional secured convertible debentures available in an aggregate principal amount of up to $50,000,000 only upon mutual agreement of the parties.

The Amendment also modifies certain purchase, closing and stockholder approval provisions and updates related terms, including setting the conversion floor price at 20% of the Nasdaq Official Closing Price immediately prior to the date of entry into the original Debenture Purchase Agreement. The full Amendment is filed as Exhibit 10.1.

Schedule 13G highlights: Avanico Limited and investor Frank Giustra jointly report beneficial ownership of 17,040,640 exchangeable shares of BioSig Technologies (BSGM), representing 12.13 % of total equity. Only 5.01 % of this block is immediately convertible into common stock; the balance becomes convertible after shareholder approval expected within 60 days.

The stake originates from the 23 May 2025 share-purchase agreement involving BST Sub ULC and Streamex Exchange Corp. Both reporting persons share voting and dispositive power over the full block, with no sole control.

The ownership calculation is based on 140.4 M total shares (31.3 M common + 109.1 M exchangeable). Full conversion would add up to 17 M new common shares, expanding the tradable float by roughly 54 % versus today’s outstanding common stock.

Item 10 certification indicates the shares were acquired for investment, not to influence control of BioSig.