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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): September 5, 2025
BioSig
Technologies, Inc.
(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.) |
12424
Wilshire Blvd, Ste 745
Los
Angeles, California |
|
90025 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(203)
409-5444
(Registrant’s
telephone number, including area code)
N/A
(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 |
|
BSGM |
|
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As
reported below under Item 5.07 of this Current Report, BioSig Technologies, Inc. (the “Company”), held its a special meeting
of stockholders on September 5, 2025 (the “Special Meeting”), at which the Company’s stockholders approved the Third
Amendment (the “Incentive Plan Amendment”) to the Company’s 2023 Long-Term Incentive Plan, as amended (the “Incentive
Plan”), to increase the total number of shares of common stock, par value $0.001 per share, authorized for issuance under the Incentive
Plan by 10,359,211, to a total of 14,735,806 shares.
For
more information about the Incentive Plan Amendment, see the Company’s definitive proxy statement filed with the U.S. Securities
and Exchange Commission on August 4, 2025, as amended on August 15, 2025, September 2, 2025 and September 3, 2025 (the “Proxy
Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Incentive Plan
Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Incentive Plan Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws |
As
described in Item 5.07 below, the stockholders of the Company voted to, among other things, approve the Company’s Ninth Amendment
to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock
from 200,000,000 to 500,000,000 (the “Ninth Certificate of Amendment”). The additional common stock authorized by the Ninth
Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Ninth
Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on September 5, 2025.
The
foregoing description of the Ninth Certificate of Amendment does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the full text of the Ninth Certificate of Amendment, which is attached as Exhibit
3.1 to this Current Report on Form 8-K.
| Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
As
of the record date of July 30, 2025, holders of record of the Company’s common stock were entitled to one vote per share, totaling
31,326,659 votes, and certain holders of record of the Company’s Series C Convertible Preferred Stock, subject to the beneficial
ownership limitation pursuant to the terms of such preferred stock as set forth in the certificate of designation for such preferred
stock, were entitled to an aggregate of 354,818 votes.
At
the Company’s Special Meeting, the Company’s stockholders voted on Proposal 2, Proposal 3, Proposal 4, Proposal 5 and Proposal
6, each as set forth below. For more information about the foregoing proposals, see the Proxy Statement. The Special Meeting was then
adjourned, pending Nasdaq approval, on Proposal 1, the proposal to approve the issuance of approximately 109,070,079 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), subject to certain adjustments, and one share of the Company’s
Super Voting Preferred Stock, pursuant to the Share Purchase Agreement, as amended, by and among the Company, certain subsidiaries of
the Company named therein, and Streamex Exchange Corporation (“Streamex”), in connection with the Company’s consummated
acquisition of Streamex, each as described further in the Proxy Statement.
The
Special Meeting will resume with respect to Proposal 1 on September 26, 2025 at 10am Eastern Time. The reconvened meeting will
be held virtually at www.virtualshareholdermeeting.com/BSGM2025SM. The record date for determining stockholders eligible
to vote at the Special Meeting remains the same, July 30, 2025.
The
final results for Proposal 2, Proposal 3, Proposal 4, Proposal 5 and Proposal 6, each as set forth in the Proxy Statement, are as follows:
| Proposal
2: |
Approval
of the Convertible Debenture Share Issuance Proposal: A proposal to approve the issuance of shares of our Common Stock underlying
convertible debentures to be issued to YA II PN, Ltd. (“Yorkville”) (the “Convertible Debenture Share Issuance
Proposal”). The proposal was approved by a vote of stockholders as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 16,200,304 |
|
254,639 |
|
183,671 |
|
3,483,433 |
| Proposal
3: |
Approval
of the Plan Amendment Proposal: A proposal to approve the Third Amendment to the BioSig Technologies, Inc. 2023 Long-Term
Incentive Plan to increase the total number of shares of Common Stock authorized for issuance under such plan by 10,359,211 shares,
to a total of 14,735,806 shares (the “Plan Amendment Proposal”). The proposal was approved by a vote of stockholders
as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 15,434,968 |
|
1,043,333 |
|
160,313 |
|
3,483,433 |
| Proposal
4: |
Approval
of the SEPA Share Issuance Proposal: A proposal to approve the potential issuance of 19.99% or more of the Company’s
issued and outstanding Common Stock pursuant to the Standby Equity Purchase Agreement with Yorkville (the “SEPA Share Issuance
Proposal”). The proposal was approved by a vote of stockholders as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 16,239,812 |
|
239,197 |
|
159,605 |
|
3,483,433 |
| Proposal
5: |
Approval
of the Authorized Shares Proposal: A proposal to approve an amendment to our Amended and Restated Certificate of Incorporation,
as amended, to increase the number of authorized shares of our Common Stock from 200,000,000 to 500,000,000 (the “Authorized
Shares Proposal”). The proposal was approved by a vote of stockholders as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 19,620,210 |
|
339,524 |
|
162,313 |
|
- |
| Proposal
6: |
Approval
of the Classified Board Proposal: A proposal to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to classify
the board of directors of the Company into three classes with staggered three-year terms (the “Classified Board Proposal”).
The proposal was approved by a vote of stockholders as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 15,424,979 |
|
1,009,783 |
|
203,852 |
|
3,483,433 |
No other matters were considered or
voted upon at the Special Meeting.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 3.1 |
|
Ninth Certificate of Amendment |
| 10.1 |
|
Incentive Plan Amendment |
| 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.
| |
BIOSIG
TECHNOLOGIES, INC. |
| |
|
|
| Date:
September 5, 2025 |
By: |
/s/
Karl Henry McPhie |
| |
Name: |
Karl
Henry McPhie |
| |
Title: |
Chief
Executive Officer |
