BioSig Technologies Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
On May 5, 2025, BioSig Technologies, Inc. (“BioSig” or the “Company”) entered into a Letter of Intent (“LOI”) proposing a merger transaction between the Company and Streamex Exchange Corporation (“Streamex”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Form 8-K.
The LOI summarizes the principal terms relating to a proposed merger or other business combination (the “Merger”), pursuant to which Streamex, a Vancouver, British Columbia, Canada corporation, will undertake a merger with BioSig, a Delaware corporation listed on The Nasdaq Stock Market (“Nasdaq”).
Immediately after the Merger, the current stockholders of Streamex will own approximately 19.9% of the outstanding Common Stock of the Company and a number of shares of Convertible Preferred Stock (“Preferred Stock”), the terms of which are such that after taking into account the conversion of the Preferred Stock, the former stockholders of Streamex will own approximately 75% of the outstanding Common Stock of the Company, with the Company’s current shareholders owning the remaining equity of the Company.
The consummation of the Merger is subject to completion of due diligence to all parties’ satisfaction, and the completion of definitive documentation to close these transactions that is mutually satisfactory to all parties, as well as any required regulatory or listing approval by the Securities and Exchange Commission and Nasdaq.
On May 5, 2025, the Company issued a press release announcing the proposed Merger transaction, a copy of which is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01 of this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Letter of Intent, dated May 5, 2025 | |
| 99.2 | Press Release, dated May 5, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 5, 2025 | By: | /s/ Anthony Amato |
| Name: | Anthony Amato | |
| Title: | Chief Executive Officer | |