Item 3.02 Unregistered Sales of Equity Securities.
Transactions Summary
On July 13, 2017, BioSig Technologies, Inc. (the “
Company
”) consummated a sixth closing under the Unit Purchase Agreement, dated April 6, 2017 (the “
Purchase Agreement
”), by and among the Company and certain accredited investors (the “
July Investors
”), pursuant to which the Company issued an aggregate of 267,002 units (the “
Units
”), in exchange for aggregate consideration of $400,500. Each Unit consists of one share (the “
Investor Shares
”) of the Company’s common stock, par value $0.001 per share (the “
Common Stock
”), and a warrant to purchase one half of one share of Common Stock, exercisable at a price of $1.50 per share (the “
Investor Warrants
”), at a per Unit price of $1.50. In addition, in connection with the sixth closing, each July Investor became party to that certain Registration Rights Agreement, dated as of April 6, 2017.
As previously reported in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 6, 2017 and July 6, 2017, the Company: (i) consummated the first closing under the Purchase Agreement on April 6, 2017, pursuant to which the Company issued to the initial investors (the “
Initial Investors
”) an aggregate of 426,667 Units in exchange for aggregate consideration of $640,000; and (ii) consummated the second, third, fourth and fifth closings under the Purchase Agreement on April 17, 2017, May 5, 2017, June 20, 2017 and June 30, 2017, respectively, pursuant to which the Company issued to certain additional investors (the “
April-June Investors
” and collectively with the July Investors and the Initial Investors, the “
Investors
”) an aggregate of 399,933 Units, in exchange for aggregate consideration of $599,898.
The Units, Investor Shares and Investor Warrants issued and sold to the Investors were not registered under the Securities Act of 1933, as amended (the “
Securities Act
”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act. Each Investor represented that it was an accredited investor (as defined by Rule 501 under the Securities Act).