BioSig 13G: Giustra’s Avanico Holds 17M Exchangeables, 12% Ownership

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR Passive 12% stake disclosed; near-term 17 M-share conversion could materially enlarge float but signals investor confidence.

The 13G confirms a significant but non-activist position. Giustra is a well-known resource financier; his presence may attract attention and potential capital to BioSig. However, investors should model the effect of up to 17 M additional shares on per-share metrics and trading liquidity. Because only 5% is immediately convertible, dilution is staged, yet the 60-day window is short. Net impact: neutral near term—supportive demand offset by dilution risk.

Corporate Governance Expert

TL;DR Filing is passive; no control intent, but collective 12% holding merits monitoring for future governance influence.

The certification under Item 10 limits immediate governance concerns; nonetheless, Avanico/Giustra now rank among the largest shareholders. Should their economic interests shift, they could become influential in proxy matters. The conversion contingent on shareholder approval is standard, yet tight timing warrants scrutiny of meeting materials and voting outcomes. Overall governance impact presently neutral, but the block’s size gives optionality for future activism.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BioSig Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

09073N300

(CUSIP Number)

05/23/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 09073N300

1

Names of Reporting Persons

Avanico Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED ARAB EMIRATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 17,040,640.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 17,040,640.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,040,640.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.13 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: (1) 17,040,640 exchangeable shares (the "Exchangeable Shares") are exchangeable for 17,040,640 shares of BioSig Technology, Inc. (the "Issuer") common stock, par value $0.001 per share (the "Shares"). Currently, 5.01% of the Exchangeable Shares are exchangeable for Shares and the remainder are exchangeable upon stockholder approval which is expected to occur within 60 days. (2) Based on 140,396,715 Shares outstanding as of July 22, 2025, which includes 31,326,659 Shares outstanding and 109,070,079 Exchangeable Shares.

SCHEDULE 13G

CUSIP No. 09073N300

1

Names of Reporting Persons

Frank Giustra

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 17,040,640.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 17,040,640.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,040,640.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

12.13 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) 17,040,640 Exchangeable Shares are exchangeable for 17,040,640 Shares. Currently, 5.01% of the Exchangeable Shares are exchangeable for Shares and the remainder are exchangeable upon stockholder approval which is expected to occur within 60 days. (2) Based on 140,396,715 Shares outstanding as of July 22, 2025, which includes 31,326,659 Shares outstanding and 109,070,079 Exchangeable Shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BioSig Technologies, Inc.
(b)	Address of issuer's principal executive offices: 12424 Wilshire Blvd., Suite 745, Los Angeles, California 90025
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Avanico Limited ("Avanico") with respect to the Exchangeable Shares held by Avanico and (ii) Frank Giustra ("Mr. Giustra"), beneficially owned by Avanico and Mr. Giustra, of which only 5.01% are currently exchangeable into Shares, with the remainder exchangeable upon stockholder approval expected within 60 days.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of Avanico, and Mr. Giustra is Unit No. 3001-07 & 3001-08, Swiss Tower, Plot No. JLT-PH2-Y3A, Dubai, PO Box 643718, United Arab Emirates.
(c)	Citizenship: Avanico is a UAE Corporation. Mr. Giustra is a citizen of Italy and Canada.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 09073N300
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 22, 2025. In connection with the closing of the share purchase agreement (as amended and in effect), dated May 23, 2025, by and among the Issuer, BST Sub ULC ("ExchangeCo"), 1540875 B.C. Ltd., 1540873 B.C. Ltd., Streamex Exchange Corporation and its shareholders (the "Share Exchange"), the Reporting Persons received 17,040,640 Exchangeable Shares. Currently, 5.01% of such Exchangeable Shares are exchangeable into Shares, with the remainder subject to stockholder approval, which is expected to occur within 60 days.
(b)	Percent of class: 12.13%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 22, 2025.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 22, 2025.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 22, 2025.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on July 22, 2025
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Avanico Limited

Signature:	/s/ Frank Giustra
Name/Title:	Frank Giustra, Authorized Person
Date:	07/25/2025

Frank Giustra

Signature:	/s/ Frank Giustra
Name/Title:	Frank Giustra, Authorized Person
Date:	07/25/2025

FAQ

How much of BioSig Technologies (BSGM) do Avanico Limited and Frank Giustra own?

They beneficially own 17,040,640 exchangeable shares, equating to 12.13 % of BioSig’s total equity.

How many shares can be converted immediately?

5.01 % of the exchangeable shares are currently convertible; the remainder require shareholder approval expected within 60 days.

Will the filing lead to a change of control at BioSig?

No. The Schedule 13G is filed as a passive investment; the filers certify no intent to influence control.

What is BioSig’s current common share count?

The company reports 31,326,659 common shares outstanding as of 22 Jul 2025.

How could conversion affect dilution for BSGM shareholders?

Full conversion would add up to 17 M new common shares, enlarging the active float by roughly 54 %.