[8-K] BioSig Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Streamex Corp. entered a Second Amendment to its Secured Convertible Debenture Purchase Agreement with Yorkville, supporting a program for up to $100,000,000 in convertible debentures. The company plans to issue a $25,000,000 first convertible debenture that matures in 24 months and bears 4.00% interest, rising to 18.00% upon default. Closing is conditioned on maintaining Nasdaq listing approval.

The debenture is convertible at the lower of a fixed price set at 125% of the VWAP prior to first closing (with a one‑time downward reset tied to the Resale Registration Statement’s effectiveness window) or 97.0% of the lowest daily VWAP over the prior three trading days, with a $4.00 floor, subject to anti‑dilution adjustments and a 19.99% cap under Nasdaq rules. At least $25.1 million of proceeds—$12.6 million at first closing and $12.5 million at second closing—must be deposited to purchase Allocated Vaulted Gold Bullion as collateral. Obligations are secured by a first‑priority lien on substantially all assets. The securities will be issued in reliance on Section 4(a)(2) and/or Regulation D.

Insights

Convertible financing analyst

$25M first convert under a $100M program with collateralized gold and Nasdaq approval conditions.

The agreement provides Streamex with staged access to convertible funding: an initial $25,000,000 debenture within a broader $100,000,000 capacity. Terms include a 24‑month maturity and base interest of 4.00%, stepping up to 18.00% on default. Conversion uses a dual pricing mechanism—fixed at 125% of VWAP before first closing (with a one‑time downward reset) or a variable price at 97.0% of the lowest 3‑day VWAP—bounded by a $4.00 floor.

The amendment requires at least $25.1 million of proceeds ($12.6 million first closing; $12.5 million second) to be used to purchase Allocated Vaulted Gold Bullion as collateral, and grants a first‑priority security interest over substantially all assets. A 19.99% cap limits conversions under Nasdaq rules. Completion depends on Nasdaq approval and closing conditions; activity will align with holder elections and market VWAP.

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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.

1

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

FAQ

What financing did Streamex Corp. (STEX) announce?

An amendment with Yorkville supporting up to $100,000,000 in secured convertible debentures, including a planned first debenture of $25,000,000.

What are the key terms of the first $25,000,000 convertible debenture?

It matures in 24 months, bears 4.00% interest (rising to 18.00% on default), and is secured by a first‑priority lien.

How is the conversion price determined for the debentures?

The lower of a fixed price at 125% of pre‑closing VWAP (with a one‑time downward reset) or 97.0% of the lowest 3‑day VWAP, with a $4.00 floor.

Is there a cap on how many shares can be issued upon conversion?

Yes. Issuances are limited to 19.99% of outstanding common stock under Nasdaq rules.

What collateral secures the obligations?

A first‑priority security interest in substantially all assets, and mandated purchases of Allocated Vaulted Gold Bullion using at least $25.1 million of proceeds.

What conditions must be met before the first closing?

Satisfaction of closing covenants, including approval to maintain Nasdaq listing for the common stock.

Are these securities registered under the Securities Act?

No. Issuances rely on Section 4(a)(2) and/or Regulation D exemptions.