M&A - BioSig Technologies, Inc.
Form Type: 8-K
Filing Date: 2025-05-30
Corporate Action: Acquisition
Type: New
Accession Number: 000164117225013022
Filing Summary: On May 27, 2025, BioSig Technologies, Inc. entered into a Share Purchase Agreement with Streamex Exchange Corporation and its affiliates concerning a share exchange. Subsequently, on May 28, 2025, these transactions were consummated, with the company issuing 3.75% of its outstanding shares to finders in connection with these agreements. Additionally, a First Amendment to the Share Purchase Agreement clarified the issuance of 2.046862 exchangeable shares for each share of Streamex held. Notable leadership changes were announced as part of the process: Anthony Amato resigned as CEO and was replaced by Henry McPhie, while Morgan Lekstrom was appointed chairman of the board. The company's board structure was modified, now including directors from both BioSig and Streamex.
Additional details:
Item 1 01: Share Purchase Agreement
Item 5 02: Resignation of Anthony Amato as CEO
Item 5 02: Appointment of Henry McPhie as CEO
Item 5 02: Appointment of Morgan Lekstrom as Chairman of the Board
Item 1 01 Finder Agreements: Agreements with finders for shareholder introductions
Form Type: 8-K
Filing Date: 2025-05-27
Corporate Action: Acquisition
Type: New
Accession Number: 000164117225012363
Filing Summary: On May 23, 2025, BioSig Technologies, Inc. entered into a Share Purchase Agreement to acquire all issued and outstanding shares of Streamex Exchange Corporation through its subsidiary, ExchangeCo. In exchange for the Purchased Shares, BioSig's ExchangeCo will issue 109,070,079 exchangeable shares at a ratio of 2.05 for each Purchased Share, which can later be exchanged for BioSig's common stock. The acquisition aims to qualify as a 'reorganization' under the Internal Revenue Code. The boards of both companies unanimously approved the agreement, which includes certain stockholders entering voting agreements. During the transition, Anthony Amato will resign as CEO, and Henry McPhie of Streamex will take over. The transaction will also involve the creation of a Special Voting Preferred Stock to represent the interests of the holders of Exchangeable Shares. A press release announcing the agreement was issued on May 23, 2025.
Additional details:
Entry Into Material Definitive Agreement: Share Purchase Agreement dated May 23, 2025
Exchange Ratio: 2.05 Exchangeable Shares for each Purchased Share
Number Of Exchangeable Shares: 109,070,079
Stockholder Ownership After Approval: 75% of fully diluted shares
Special Voting Preferred Stock: Authorized for Trustee, not entitled to dividends
Severance Payment To Ceo: $400,000 in installments over eight months
Form Type: 8-K
Filing Date: 2025-05-05
Corporate Action: Merger
Type: New
Accession Number: 000164117225008624
Filing Summary: On May 5, 2025, BioSig Technologies, Inc. entered into a Letter of Intent (LOI) proposing a merger with Streamex Exchange Corporation. The LOI outlines the principal terms related to the proposed merger. Following the merger, the current stockholders of Streamex will own approximately 19.9% of BioSig's outstanding common stock, while former stockholders of Streamex are expected to own about 75% of the combined company’s common stock after accounting for the conversion of preferred stock. The consummation of the merger depends on successfully completing due diligence, definitive documentation, and obtaining necessary regulatory and listing approvals. Additionally, a press release regarding the proposed merger transaction was issued on the same date, May 5, 2025.
Additional details:
Merger Date: 2025-05-05
Acquired Company: Streamex Exchange Corporation
Ownership Structure After Merger: current stockholders of Streamex will own approximately 19.9% and former stockholders approximately 75% after conversion of preferred stock
Filing Exhibits: ["Letter of Intent, dated May 5, 2025","Press Release, dated May 5, 2025"]
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