On December 21, 2022, BioSig Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Investors”), pursuant to which the Company sold to the Investors an aggregate of 2,161,598 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $0.508 per share, and warrants (the “Warrants”) to purchase up to 1,080,799 shares of Common Stock (the “Warrant Shares” and together with the Shares and Warrants, the “Securities”), at an exercise price of $0.4455 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for aggregate consideration of $1,098,091.79 (the “December PIPE”). The Securities were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.
The Purchase Agreement contains representations and warranties of the Company and the Investors that are typical for transactions of this type. The Purchase Agreement also contains covenants on the part of the Company that are typical for transactions of this type.
The foregoing summary of the Purchase Agreement and the Warrants are not complete and are qualified in its entirety by reference to the full text of the form of the Purchase Agreement and Warranted attached hereto as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the “Report”).
As previously disclosed, on November 18, 2022, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold to the investors an aggregate of 3,541,469 shares of Common Stock at a purchase price of $0.41 per share, in exchange for aggregate consideration of $1,452,000 (the “November PIPE”). Pursuant to certain tail provisions in an engagement agreement, dated October 11, 2022, the Company had entered into with Laidlaw & Company (UK) Ltd. (“Laidlaw”), the Company issued to Laidlaw (i) in connection with the November PIPE, a warrant to purchase 60,976 shares of Common Stock at an exercise price of $0.41 per share, and (ii) in connection with the December PIPE, the Company issued to Laidlaw a warrant to purchase 49,213 shares of Common Stock at an exercise price of $0.4455 per share (collectively, the “Laidlaw Warrants”). The Laidlaw Warrants become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. The terms of the Laidlaw Warrants are substantially similar to the terms of the Warrants from the December PIPE, a form of which is attached hereto as Exhibit 4.1. The Laidlaw Warrants were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
In addition, the information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Securities incorporated herein by reference.
——————————————————————————–
© Edgar Online, source Glimpses
source
