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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 2, 2023

 

BioSig Technologies, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   001-38659   26-4333375
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

55 Greens Farms Road, 1st Floor
Westport, Connecticut		   06880
(Address of principal executive offices)   (Zip Code)

 

(203) 409-5444

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which
registered
Common Stock, par value $0.001 per share   BSGM   The NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 2, 2023, the board of directors of BioSig Technologies, Inc. (the “Company”) adopted Amendment No. 3 to the Amended and Restated Bylaws of the Company, as amended (the “Third Amendment”), which became effective as of the same date. The Third Amendment amends and restates Article II, Section 2.9 of the Company’s Amended and Restated Bylaws, as amended, in its entirety to change the voting requirements at a duly called or convened meeting of stockholders at which a quorum is present to be (i) for the election of directors, a plurality of the votes cast, and (ii) for all other matters presented, the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter.

 

The foregoing description of the Third Amendment is not complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
3.1   Amendment No. 3 to the Amended and Restated Bylaws of BioSig Technologies, Inc.
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  BIOSIG TECHNOLOGIES, INC.
     
Date: November 8, 2023 By: /s/ Kenneth L. Londoner
  Name: Kenneth L. Londoner
  Title: Executive Chairman

 

 

 

 

Exhibit 3.1

 

Amendment No. 3 to

Amended and Restated Bylaws of BioSig Technologies, Inc.

 

Pursuant to Article VI of the Certificate of Incorporation, as amended, of BioSig Technologies, Inc., a Delaware corporation (the “Corporation”), Article X of the Amended and Restated Bylaws (as amended heretofore, the “Bylaws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the Bylaws of the Corporation are hereby amended as follows:

 

Section 2.9 of Article II (Meetings of Stockholders) is hereby deleted in its entirety and replaced with the following Bylaw:

 

  “Section 2.9 Voting.
   
  The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.
   
  Except as may be otherwise provided in the certificate of incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder.
   
  Except as otherwise provided by the certificate of incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, each other matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter.”

  

 

 

 

IN WITNESS WHEREOF, this Amendment No. 3 to the Bylaws is executed on November 2, 2023.

 

  By: /s/ Kenneth L. Londoner
  Name: Kenneth L. Londoner
  Title: CEO

 

 

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Nov. 02, 2023
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Document Period End Date Nov. 02, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-38659
Entity Registrant Name BioSig Technologies, Inc.
Entity Central Index Key 0001530766
Entity Tax Identification Number 26-4333375
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 55 Greens Farms Road, 1st Floor
Entity Address, City or Town Westport
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06880
City Area Code (203)
Local Phone Number 409-5444
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol BSGM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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