BSGM BioSig Technologies Inc

Item 3.02             Unregistered Sales of Equity Securities.

On August 17, 2018, BioSig Technologies, Inc. (the “ Company ”) consummated an additional closing under the Securities Purchase Agreement (the “ Purchase Agreement ”), by and among the Company and certain accredited investors (the “ August Investors ”), pursuant to which the Company issued an aggregate an aggregate of (i) 540,335 shares (the “ Investor Shares ”) of the Company’s common stock, par value $0.001 per share (“ Common Stock ”) and warrants to purchase up to an aggregate of 270,170 shares of Common Stock in exchange for aggregate consideration of approximately $1,231,963. The warrants issued to the August Investors consisted of (i) nine-month warrants to purchase one quarter of one share of Common Stock (“ Series A Warrants ”) and (ii) three-year warrants to purchase one quarter of one share of Common Stock (“ Series B Warrants ” and together with the Series A Warrants, the “ Investor Warrants ”). The Series A Warrants are initially exercisable at a price of $1.50 per share and the Series B Warrants are initially exercisable at a price of $2.74 per share. Each Investor Share was sold together with one Series A Warrant and one Series B Warrant at a price of $2.28 per Investor Share and accompanying Investor Warrants.

As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2018, the Company consummated a series of closings under the Purchase Agreement from August 13, 2018 through August 16, 2018, pursuant to which the Company issued to the initial investors (the “ Initial Investors ” and collectively with the August Investors, the “ Investors ”) an aggregate of 1,234,321 Investor Shares and Investor Warrants to purchase up to an aggregate of 617,172 shares of Common Stock for aggregate consideration of approximately $2,839,226.

The 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).

The foregoing summaries of the Purchase Agreement and the Investor Warrants are not complete, and are qualified in their entirety by reference to the full text of the agreements, which were filed as exhibits to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2018 and are hereby incorporated by reference.