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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 28, 2025
STREAMEX
CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38659 |
|
26-4333375 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
2431
Aloma Avenue, Suite 243
Winter
Park, Florida |
|
32792 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(203)
409-5444
(Registrant’s
telephone number, including area code)
BIOSIG TECHNOLOGIES, INC.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
STEX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Amendment
to Secured Convertible Debenture Purchase Agreement and First Closing
As previously disclosed in the Current Report on
Form 8-K filed by Streamex Corp. (f./k/a BioSig Technologies, Inc.), a Delaware corporation (the “Company”) with the Securities
and Exchange Commission on July 9, 2025, and August 13, 2025 (combined together the “Prior Form 8-Ks”), the Company entered
into a certain Secured Convertible Debenture Purchase Agreement, dated as of July 7, 2025 (as amended by the First Amendment and by the
Second Amendment, each as defined below, the “Debenture Purchase Agreement”), with YA II PN, LTD., a Cayman Islands exempt
limited company (“Yorkville” or the “Investor”), for the issuance and sale by the Company of convertible debentures
(the “Convertible Debentures,” each, a “Convertible Debenture”) issuable in an aggregate principal amount of
up to $100,000,000, which Convertible Debentures will be convertible into shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”) (as converted, the “Conversion Shares”), as amended on August 13, 2025 by Amendment
No. 1 to Secured Convertible Debenture Purchase Agreement (the “First Amendment”). Further to this, on October 28,
2025, the Company entered into a certain Amendment No. 2 to Secured Convertible Debenture Purchase Agreement (the “Second Amendment”)
with Yorkville. The Second Amendment further amends such Secured Convertible Debenture Purchase Agreement to, among other things: (i)
mandate that at least $25.1 million in aggregate proceeds — $12.6 million at the First Closing (as defined by the Debenture Purchase
Agreement) and $12.5 million at the Second Closing (as defined by the Debenture Purchase Agreement) — be deposited directly to
a certain securities account for the sole purpose of purchasing Allocated Vaulted Gold Bullion (as defined in the Guaranty (as defined
below), with strict compliance required under that certain Guaranty and Security Agreement (the “Guaranty”) to be entered
into by, and made by, the Company and its affiliates party thereto, in favor of Yorkville, as collateral agent for
itself and the other secured parties. The obligations of the Company and its affiliates (the “Obligations”) arising under
the Debenture Purchase Agreement, the First Amendment, the Second Amendment, the Convertible Debentures, the Guaranty, and the other
Debenture Documents (as defined in the Guaranty) will be secured by a first priority security interest in substantially all of the existing
and future assets of the Company and the affiliates thereof party to the Guaranty, including Streamex Exchange Corporation, pursuant
to, inter alia, the Guaranty.
In connection with the foregoing, the Company will
issue to Yorkville a Convertible Debenture in the principal amount of $25,000,000 (the “First Convertible Debenture”), subject
to the satisfaction of applicable closing conditions and covenants set forth in the Debenture Purchase Agreement, including the receipt
of approval from The Nasdaq Stock Market LLC (“Nasdaq”) to maintain the listing or designation for quotation for the Common
Stock on Nasdaq. The First Convertible Debenture will mature 24 months after issuance (the “Maturity Date”), and will accrue
interest at the rate of 4.00% per annum, which will increase to 18.00% per annum upon the occurrence of an event of default, until such
event of default is cured. The principal must be paid in cash on the Maturity Date or earlier upon acceleration or conversion. Interest
shall be provided in cash or, at the election of the Company, in kind through the issuance of Conversion Shares upon conversion of the
First Convertible Debenture in accordance with the terms thereof. The First Convertible Debenture provides that the Investor may convert
all or any portion of the principal amount of the First Convertible Debenture, together with any accrued and unpaid interest thereon,
at a conversion price equal to the lower of (i) a fixed price per share that will be equal to 125% of the volume-weighted average price
(“VWAP”) of the Common Stock on the day prior to the First Closing, subject to a one-time, downward only reset equal to 125%
of the average of the daily VWAP for the Common Stock during the five consecutive trading days ending on and including the 30th trading
day following the effectiveness of the registration statement registering the resale of the Conversion Shares as described below (the
“Resale Registration Statement”), and (ii) 97.0% of the lowest daily VWAP for the Common Stock during the three trading days
immediately preceding the applicable conversion date or other date of determination, subject to a $4.00 floor price, in each case subject
to adjustment as provided in the Convertible Debenture, including adjustments for stock splits, dividends, and other customary anti-dilution
provisions. The Investor is not permitted to issue or convert the First Convertible Debenture to the extent that the Conversion Shares
deliverable upon such conversion would exceed 19.99% of the Company’s outstanding Common Stock as of the date of the Share Purchase
Agreement (as defined by the Debenture Purchase Agreement), subject to certain aggregation adjustments under applicable rules of Nasdaq.
Yorkville may purchase the First Convertible Debenture
and the second Convertible Debenture, each in a principal amount of $25,000,000 and following the satisfaction of the conditions set forth
in Sections 6 and 7(a), and, with respect to the second Convertible Debenture, the additional satisfaction of the conditions set forth
in Section 7(b), of the Debenture Purchase Agreement, and certain additional Secured Convertible Debentures in an aggregate principal
amount of up to $50,000,000, upon mutual agreement of the parties, which agreement may be withheld in either party’s sole discretion.
The form of the Convertible Debentures is being filed with this Current Report on Form 8-K; however, consistent with the closing
mechanics, no Convertible Debenture will be finalized or executed until approval from Nasdaq and the other required closing conditions
have been obtained and satisfied. The Company expects to consummate the First Closing (including the issuance of the First Convertible
Debenture) promptly following such approval and satisfaction of the closing conditions.
The
foregoing descriptions of the form of the Convertible Debenture and the Second Amendment do not purport to be complete, and are qualified
in their entirety by reference to the full text of such documents, which are filed herewith as Exhibits 4.1 and 10.1, respectively, and
are incorporated herein by reference . Similarly, the foregoing
descriptions of the Convertible Debentures, the Debenture Purchase Agreement, the First Amendment, and the Guaranty do not purport to
be complete, and are qualified in their entirety by reference to the full text of such documents. This Current Report does not purport
to describe every document that will provide collateral security for the Obligations or perfect the security interests granted by the
Company or any affiliate thereof pursuant to the Guaranty or any other Debenture Document, copies of which the Company will file
with the SEC as exhibits to a subsequent periodic report or amendment to this Current Report on Form 8-K.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above
in Item 1.01 of this Current Report is incorporated by reference herein, to the extent applicable. The securities of the Company that
may be issued in connection with the Debenture Purchase Agreement, and the Convertible Debentures, will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act and/or Regulation D promulgated thereunder
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 4.1 |
|
Form of Convertible Debenture (included in Exhibit 10.1) |
| 10.1 |
|
Amendment
No. 2 to Secured Convertible Debenture Purchase Agreement, dated as of October 28, 2025, between the Company and YA II PN,
Ltd. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
STREAMEX
CORP. |
| |
|
|
| Date:
October 29, 2025 |
By: |
/s/
Karl Henry McPhie |
| |
Name: |
Karl
Henry McPhie |
| |
Title: |
Chief
Executive Officer |
