SEC Form SCHEDULE 13G filed by BioSig Technologies Inc.
$BSGM
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED ARAB EMIRATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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:
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| (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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