false
0001530766
0001530766
2025-09-08
2025-09-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 8, 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
1.01 Entry into a Material Definitive Agreement.
On
September 8, 2025, BioSig Technologies, Inc. (the “Company”) entered into a Tokenized Yield Partnership Agreement (the “Agreement”)
with Monetary Metals & Co. (“MM”), a Delaware corporation. The Agreement establishes an exclusive, multi-year strategic
partnership aimed at designing, launching, and distributing blockchain-based financial products that tokenize the yield generated from
MM’s precious-metal lease and bond programs.
The
Agreement commenced on September 8, 2025, and continues for an initial term of three years, subject to automatic one-year renewal periods
unless terminated in accordance with its terms. For at least three years, MM has agreed not to engage with any other party to tokenize
the yield or other financial attributes of its precious-metal lease or bond products, and the Company has agreed not to partner with
any third party to tokenize yield derived from precious-metal leases, in each case subject to specified volume-based performance conditions.
Each
quarter, the Company must supply at least 10% of the total leased ounces presented by MM that (a) meet the minimum insurance standards
as set forth in the Agreement; (b) generates a net yield of at least 3% per annum after origination fees, and (c) does not involve a
Prohibited Person (as defined in the Agreement) or an ultimate borrower located in a Restricted Nation (as defined in the Agreement)
(“Passing Leases”). MM must offer Passing Leases in an amount equal to at least 90% of the gold under management supplied
by the Company. The Company’s obligation to meet such quarterly supply thresholds is a condition to the retention of exclusivity
under the Agreement, and failure to do so, after application of the ninety-day cure period for any alleged shortfall, will result in
the loss of exclusivity but will not otherwise obligate the Company to commit capital or continue participation.
MM
will provide the Company with a discounted fee and quarterly cash rebate on the Company gold purchases based on a tiered fee schedule
ranging from 0.75% to 0.20% of aggregate quarterly purchase volume. MM will pay the Company a quarterly revenue share on the Company
supplied gold deployed in Passing Leases, on a sliding scale from 0.35% to 0.50%, depending on total kilograms leased.
All
intellectual property arising from the design and development of the tokenized yield products will be owned exclusively by the Company,
while MM retains exclusive ownership of intellectual property related to its lease and bond products.
Either
party may terminate for convenience on six months’ notice or for customary breach and insolvency events. Certain exclusivity obligations
survive for a minimum of three years.
The
foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
8.01 Other Events.
On
September 8, 2025, the Company issued a press release announcing the execution of the Agreement.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 10.1 |
|
Tokenized Yield Partnership Agreement, dated as of September 8, 2025, between BioSig Technologies, Inc. and Monetary Metals & Co. |
| 99.1 |
|
Press Release, dated September 8, 2025 |
| 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 8, 2025 |
By: |
/s/
Karl Henry McPhie |
| |
Name: |
Karl
Henry McPhie |
| |
Title: |
Chief
Executive Officer |
