Item 3.02 Unregistered Sales of Equity Securities.
On December 29, 2017 and January 5, 2018, BioSig Technologies, Inc. (the “
Company
”) consummated an eleventh and twelfth closing, respectively, under the Unit Purchase Agreement, dated April 6, 2017 (the “
Purchase Agreement
”), by and among the Company and certain accredited investors (the “
December-January Investors
”), pursuant to which the Company issued an aggregate of 660,668 units (the “
Units
”), in exchange for aggregate consideration of $991,001. 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 eleventh and twelfth closings, each December-January 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, July 6, 2017, July 19, 2017, August 23, 2017, September 26, 2017, October 17, 2017 and November 13, 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; (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
”) an aggregate of 399,933 Units, in exchange for aggregate consideration of $599,898; (iii) consummated the sixth closing under the Purchase Agreement on July 13, 2017, pursuant to which the Company issued to certain additional investors (the “
July Investors
”) an aggregate of 267,002 Units, in exchange for aggregate consideration of $400,500; (iv) consummated the seventh closing under the Purchase Agreement on August 18, 2017, pursuant to which the Company issued to certain additional investors (the “
August Investors
”); (v) consummated the eighth closing under the Purchase Agreement on September 20, 2017, pursuant to which the Company issued to certain additional investors (the “
September Investors
”) an aggregate of 103,334 Units, in exchange for aggregate consideration of $155,000; (vi) consummated the ninth closing under the Purchase Agreement on October 11, 2017, pursuant to which the Company issued to certain additional investors (the “
October Investors
”) an aggregate of 386,667 Units in exchange for aggregate consideration of $580,000; and (vii) consummated the tenth closing under the Purchase Agreement on November 6, 2017, pursuant to which the Company issued to certain additional investors (the “
November Investors
” and collectively with the December-January Investors, the September Investors, the August Investors, the July Investors, the April-June Investors and the Initial Investors, the “
Investors
”) an aggregate of 413,336 Units in exchange for aggregate consideration of $620,002.
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).