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BioSig Technologies, Inc. (NASDAQ: BSGM) filed an 8-K announcing two capital‐raising arrangements with YA II PN, Ltd. that could provide up to $1.1 billion in fresh liquidity.
1. $100 million Senior Secured Convertible Debentures
- $75 million first tranche and $25 million second tranche; purchase price 96% of face value (4% original-issue discount).
- 24-month maturity, 4.0% cash or PIK interest (rising to 18% on default); 10% prepayment premium.
- Conversion price = lower of (i) 125% prior-day VWAP (subject to one downward reset) or (ii) 97% of the lowest VWAP in the three trading days before conversion, with a floor at 20% of the Nasdaq closing price.
- Shareholder approval required for issuances above the 19.99% Exchange Cap; investor ownership capped at 4.99%.
- Obligations secured by a first-priority lien on nearly all assets of BioSig and subsidiaries (excluding $50 million earmarked for working capital, including gold tokenisation initiatives); standard events of default apply.
2. $1 billion Standby Equity Purchase Agreement (SEPA)
- 36-month commitment; sales priced at 97% of the lowest VWAP over the three days following each Advance Notice.
- No SEPA draws until debentures are fully repaid or converted unless the investor waives the restriction.
- Ownership limited to 4.99% and subject to the same 19.99% Exchange Cap unless shareholder approval or volume-weighted price test (≥ $9.414) is met.
- 1% commitment fee, payable in cash or shares.
All securities are issued in private placements under Section 4(a)(2) and will be registered for resale pursuant to a forthcoming registration statement. Directors, officers and key shareholders have agreed to 180-day lock-ups.
Investor Take-away: The facilities materially strengthen near-term liquidity and fund strategic projects, but they introduce significant dilution risk and pledge substantially all company assets. Shareholder approval hurdles and market-price-dependent conversion features add execution and pricing uncertainty.