UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 27, 2025
March 31, 2025
BioSig
Technologies, Inc.
(Exact
name of Registrant as Specified in its Charter)
| Delaware |
|
001-38659 |
|
26-4333375 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
12424
Wilshire Blvd, Suite 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 each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
BSGM |
|
The
Nasdaq Capital Market |
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. ☐
EXPLANATORY
NOTE
On
May 30, 2025, BioSig Technologies, Inc., a Delaware corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial
8-K”) disclosing, among other things, the completion of its previously announced share purchase agreement (the “Share Purchase
Agreement”) with Streamex Exchange Corporation, a company organized under the laws of the Province of British Columbia (“Streamex”),
BST Sub ULC, an unlimited liability company organized under the laws of the Province of British Columbia and a wholly-owned subsidiary
of the Company (“ExchangeCo”), 1540875 B.C. Ltd., a company organized under the laws of the Province of British Columbia
and a wholly-owned subsidiary of the Company (“Callco”), each shareholder of Streamex, and 1540873 B.C. Ltd., a company organized
under the laws of the Province of British Columbia, as trustee (the “Trustee”) of the trust formed pursuant to the exchange
rights agreement entered into between the Company, ExchangeCo, CallCo, and the Trustee.
We
are amending the Initial 8-K to include certain risk factors related to Streamex’s
business and consummation of the transactions contemplated by the Share Purchase Agreement
(the “Risk Factors”), an overview of Streamex’s business
(the “Business Section”), historical financial statements of Streamex and
our unaudited pro forma combined financial information giving effect to the Share Purchase
Agreement as of and for the fiscal year ended December
31, 2024, and for the three months ended March 31, 2025.
The
pro forma financial information included herein has been presented for informational purposes only. It does not purport to represent
the actual results of operations that we and Streamex would have achieved had the companies been combined during the periods presented
in the pro forma financial information and is not intended to project the future results of operations that the combined company may
achieve.
The
Business Section and Risk Factors are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
The
audited financial statements of Streamex as of and for the year ended December 31, 2024 and the unaudited condensed financial
statements of Streamex as of March 31, 2025, and for the three months ended March 31, 2025, are filed as Exhibit 99.2 to this
Current Report on Form 8-K/A and incorporated herein by reference.
(b)
Pro forma financial information.
The
unaudited pro forma condensed combined balance sheet as of March 31, 2025 and the unaudited pro forma condensed combined statement of
operations for the three months ended March 31, 2025 and the year ended December 31, 2024, are filed with this Current Report on Form
8-K/A as Exhibit 99.3 and incorporated herein by reference.
(d)
Exhibits.
| No. |
|
Description |
| 23.1 |
|
Consent of Davidson & Company LLP |
| 99.1 |
|
Business Section and Risk Factors |
| 99.2 |
|
Audited
Financial Statements of Streamex Exchange Corporation as of and for the period ended December 31, 2024 and Unaudited Condensed
Financial Statements of Streamex Exchange Corporation as of March 31, 2025 and for the three months ended March 31,
2025. |
| 99.3 |
|
Unaudited
Pro Forma Condensed Combined Balance Sheet as of March 31, 2025 and the Unaudited Pro Forma Condensed Combined Statement of Operations
for the period ended March 31, 2025 and the period ended December 31, 2024. |
| 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:
July 18, 2025 |
By: |
/s/
Henry McPhie |
| |
Name: |
Henry
McPhie |
| |
Title: |
Chief
Executive Officer |
