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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): January 28, 2024
BioSig
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38659 |
|
26-4333375 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
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
2.05 |
Costs
Associated with Exit or Disposal Activities |
On
January 28, 2024, management of BioSig Technologies, Inc. (the “Company”) commenced a workforce reduction intended
to reduce annual cash burn by approximately 50%, which was completed as of January 31, 2024. The workforce reduction consisted of the
departure of sixteen employees, effective as of January 31, 2024 (the “Effective Date”) and included the departure of John
Sieckhaus, the Company’s Chief Operating Officer, and Gray Fleming, the Company’s Chief Commercial Officer. Mr. Fleming will
continue to advise the Company as a consultant for a total of $138,667, paid in equity, over a four-month period, and Mr. Sieckhaus
will continue to advise the Company as a consultant for a total of $48,533, paid in equity, over a two-month period.
In
connection with the reduction in force, the Company estimates it will incur total aggregate costs of approximately $919,249, which consists
of: payments for consulting services paid in equity in the estimated amount of $205,325; one-time departure fees and severance packages
for employees in equity, based on factors including years of employment, in the estimated amount of $135,288; and retention bonuses
paid in equity in the estimated amount of $578,636. These estimates are subject to a number of assumptions, and actual results may
differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are
associated with, the departures, including estimated cash expenditures of $30,000.
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In
connection with the workforce reduction discussed in Item 2.05 of this Current Report on Form 8-K, Mr. Sieckhaus and Mr. Fleming, effective
as of the Effective Date, are departing from the Company. Mr. Sieckhaus and Mr. Fleming will continue to advise the Company as consultants
following the Effective Date, pursuant to the terms of their consulting agreements.
A
copy of the form of consulting agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,”
“expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,”
“believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees
of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of
which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and
uncertainties associated with (i) possible proceedings that may be brought by third-parties against BioSig in connection with the employee
terminations discussed in Item 2.05 above; (ii) the impact and timing of any cost-saving measures and employee departures from BioSig;
(iii) the impact of potential litigation and regulatory proceedings; (iv) difficulties in retaining key employees, including one or more
key executives or scientists; and (vii) BioSig’s cost reduction plan and associated workforce reduction or other cost-saving measures
not reaching the targeted reduction of cash burn by 50%. For a discussion of other risks and uncertainties, and other important factors,
any of which could cause BioSig’s actual results to differ from those contained in forward-looking statements, see Biosig’s
filings with the Securities and Exchange Commission (“SEC”), including the section titled “Risk Factors” in BioSig’s
Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2023. Investors and security holders are urged to read these documents
free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise
its forward-looking statements as a result of new information, future events or otherwise, except as required by law.
Item
9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
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:
February 1, 2024 |
By: |
/s/
Kenneth L. Londoner |
|
Name: |
Kenneth L. Londoner |
|
Title: |
Executive Chairman |
Exhibit
10.1
biosig
technologies, Inc.
CONSULTING
AGREEMENT
This
Consulting Agreement (this “Agreement”) is made and entered into ______________ (the
“Effective Date”) by and between BioSig Technologies, Inc., a Delaware corporation with its principal
place of business at 55 Greens Farms Rd 1st Floor Westport, CT 06880 (the “Company”), and ___________________, with a
principal place of business/residence at _______________________(“Consultant”) (each herein referred to individually as a
“Party,” or collectively as the “Parties”).
The
Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing
to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the Parties agree as
follows:
1.
Services and Compensation
Consultant
shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee),
and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.
2.
Applicability to Past Activities
Company
and Consultant acknowledge that Consultant may have performed work, activities, services or made efforts on behalf of or for the benefit
of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company,
that would have been “Services” if performed during the term of this Agreement, for a period of time prior to the date of
this Agreement (the “Prior Consulting Period”). Accordingly, Consultant agrees that if and to the extent that,
during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of Company that would have been
“Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement;
or (ii) Consultant conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property
rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company
in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) if
conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; then any such information
shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” hereunder,
and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed
or reduced to practice during the term of this Agreement.
3.
Confidentiality
A.
Definition of Confidential Information. “Confidential Information” means any non-public information
that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries
or to the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not
limited to, research, product plans, or other information regarding the Company’s, its affiliates’ or subsidiaries’
products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom
Consultant called or with whom Consultant became acquainted during the term of this Agreement), software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information
disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection
of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential
Information shall not include any such information which Consultant can establish (i) was publicly known or made generally available
prior to the time of disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant
through no wrongful action or inaction of Consultant; or (iii) is in the rightful possession of Consultant, without confidentiality obligations,
at the time of disclosure as shown by Consultant’s then-contemporaneous written records.
B.
Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence,
and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not
(i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf
of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative
of Company. Consultant may disclose Confidential Information to the extent compelled by applicable law; provided however, prior
to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential
protection as may be available under applicable law. Consultant agrees that no ownership of Confidential Information is conveyed to the
Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights,
trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent,
author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party.
Without the Company’s prior written approval, Consultant shall not directly or indirectly disclose to anyone the existence of this
Agreement or the fact that Consultant has this arrangement with the Company. Consultant agrees that Consultant’s obligations under
this Section 3.B shall continue after the termination of this Agreement.
C.
Other Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce the
Company to use any proprietary information or trade secrets of any former or concurrent employer of Consultant or other person or entity
with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring onto the Company’s
premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets
belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.
D.
Third Party Confidential Information. Consultant recognizes that the Company has received and in the future will receive
from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality
of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement
and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in
the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary
in carrying out the Services for the Company consistent with the Company’s agreement with such third party.
4.
Ownership
A.
Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any copyrightable material, notes,
records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented,
developed or reduced to practice by Consultant, solely or in collaboration with others, during the term of this Agreement and arising
out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights
or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole
property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver
and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest in and to the
Inventions.
B.
Pre-Existing Materials. Subject to Section 4.A, Consultant agrees that if, in the course of performing the Services, Consultant
incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works
of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned
by Consultant or in which Consultant has an interest (“Prior Inventions”), (i) Consultant will provide
the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable,
worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce,
distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction,
including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant
will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information
owned by any third party into any Invention without Company’s prior written permission.
C.
Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification,
disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,”
“artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”).
To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all
Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
D.
Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records
of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3)
years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is
customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at
all times and upon Company’s request, Consultant shall deliver (or cause to be delivered) the same.
E.
Further Assurances. Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper
way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments
that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order
to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest
in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Consultant further agrees that Consultant’s
obligations under this Section 4.E shall continue after the termination of this Agreement.
F.
Attorney-in-Fact. Consultant agrees that, if the Company is unable because of Consultant’s unavailability, dissolution,
mental or physical incapacity, or for any other reason, to secure Consultant’s signature with respect to any Inventions, including,
without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work
or copyright registrations covering the Inventions assigned to the Company in Section 4.A, then Consultant hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and
on Consultant’s behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such
Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect
as if executed by Consultant. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.
5.
Conflicting Obligations
A.
Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity that
conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or Consultant’s
ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term of this Agreement.
B.
Consultant shall require all Consultant’s employees, contractors, or other third-parties performing Services under this Agreement
to execute a confidential information and assignment agreement in a form no less restrictive than this Agreement, and promptly provide
a copy of each such executed agreement to the Company. Consultant’s violation of this Article 5 will be considered a material breach
under Section 8.B.
6.
Return of Company Materials
Upon
the termination of this Agreement, or upon Company’s earlier request, Consultant will immediately deliver to the Company, and will
not keep in Consultant’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited
to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored
information and passwords to access such property, those records maintained pursuant to Section 4.D and any reproductions of any of the
foregoing items that Consultant may have in Consultant’s possession or control.
7.
Reports
Consultant
agrees that Consultant will keep the Company advised as to Consultant’s progress in performing the Services under this Agreement.
Consultant further agrees that Consultant will, as requested by the Company, prepare written reports with respect to such progress. The
Company and Consultant agree that the reasonable time expended in preparing such written reports will be considered time devoted to the
performance of the Services.
8.
Term and Termination
A.
Term. The term of this Agreement will begin on the Effective Date of this Agreement and will continue until the earlier
of (i) the one year anniversary of the Effective Date, (ii) final completion of the Services or (ii) termination as provided in Section
8.B.
B.
Termination. The Company may terminate this Agreement upon giving Consultant ten (10) days prior written notice of such
termination pursuant to Section 14.G of this Agreement. The Company may terminate this Agreement immediately and without prior notice
if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.
C.
Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except:
(1)
The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant for Services completed
and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the
Company’s policies and in accordance with the provisions of Article 1 of this Agreement; and
(2)
Article 3 (Confidentiality), Article 4 (Ownership), Section 5.B (Conflicting Obligations), Article 6 (Return of Company Materials), Article
8 (Term and Termination), Article 9 (Independent Contractor Relationship), Article 10 (Indemnification), Article 11 (Noninterference),
Article 12 (Limitation of Liability), Article 13 (Arbitration and Equitable Relief), and Article 14 (Miscellaneous) will survive termination
or expiration of this Agreement in accordance with their terms.
9.
Independent Contractor Relationship
It
is the express intention of the Company and Consultant that Consultant perform the Services as an independent contractor to the Company.
Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company.
Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or
to represent that Consultant has any such authority. Consultant agrees to furnish (or reimburse the Company for) all tools and materials
necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in Exhibit
A. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant
to this Agreement.
10.
Indemnification
Consultant
agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against all
taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or
indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’s assistants,
employees, contractors or agents, (ii) any breach by the Consultant or Consultant’s assistants, employees, contractors or agents
of any of the covenants contained in this Agreement and corresponding Confidential Information and Invention Assignment Agreement, (iii)
any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (iv) any violation
or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the Inventions or
other deliverables of Consultant under this Agreement.
11.
Nonsolicitation
To
the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of
this Agreement for any reason (the “Restricted Period”), Consultant will not, without the Company’s prior
written consent, directly or indirectly, solicit any of the Company’s employees to leave their employment, or attempt to solicit
employees of the Company, either for Consultant or for any other person or entity. Consultant agrees that nothing in this Article 11
shall affect Consultant’s continuing obligations under this Agreement during and after this twelve (12) month period, including,
without limitation, Consultant’s obligations under Article 3.
12.
Limitation of Liability
IN
NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,
OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING
THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING
RISE TO SUCH LIABILITY.
13.
Arbitration and Equitable Relief
A.
Arbitration.
In consideration of Consultant’s consulting relationship with Company, its promise
to arbitrate all disputes related to Consultant’s consulting relationship with the Company and Consultant’s receipt of the
compensation and other benefits paid to Consultant by Company, at present and in the future, Consultant agrees that any and all controversies,
claims, or disputes with anyone (including Company and any employee, officer, director, shareholder or benefit plan of the Company in
their capacity as such or otherwise), WHETHER BROUGHT ON AN INDIVIDUAL, GROUP, OR CLASS BASIS, arising
out of, relating to, or resulting from Consultant’s consulting relationship with the Company or the termination of Consultant’s
consulting relationship with the Company, including any breach of this Agreement, shall be subject to binding arbitration under the Arbitration
Rules set forth in New York Code of Civil Procedure Section 1280 through 1294.2, including Section 1281.8 (the “ACT”)
and pursuant to New York law. THE FEDERAL ARBITRATION ACT SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE
APPLICATION OF PROCEDURAL RULES SET FORTH IN THE ACT. Disputes which Consultant agrees to
arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under LOCAL, state, or federal
law. Consultant further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with
Consultant.
B.
Procedure.
Consultant agrees that any arbitration will be administered by Judicial Arbitration
& Mediation Services, Inc. (“JAMS”) pursuant to its COMMERCIAL Arbitration Rules & Procedures (the
“JAMS Rules”). Consultant agrees that the arbitrator shall have the power to decide any motions brought by
any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior
to any arbitration hearing. Consultant agrees that the arbitrator shall issue a written decision on the merits. CONSULTANT ALSO
AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD
ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. CONSULTANT
AGREES that the decree or award rendered by the arbitrator may be entered as a final and binding judgment in any court having jurisdiction
thereof. Consultant agrees that the arbitrator shall administer and conduct any arbitration in ACCORDANCE with NEW YORK LAW, including
the New York Code of Civil Procedure, and that the arbitrator shall apply substantive and procedural New York law to any dispute or claim,
without reference to rules of conflict of law. To the extent that the JAMS Rules conflict with New York law, New York law shall take
precedence. Consultant further agrees that any arbitration under this agreement shall be conducted in NEW YORK COUNTY, New York.
C.
Remedy.
Except as provided by the ACT AND THIS AGREEMENT,
arbitration shall be the sole, exclusive, and final remedy for any dispute between Consultant and the Company. Accordingly, except as
provided for by the ACT AND this agreement, neither Consultant nor the Company will be permitted to pursue court action regarding claims
that are subject to arbitration.
D.
Availability of Injunctive Relief.
In accordance with Rule 1281.8 of the New York Code of Civil Procedure, the Parties
agree that any party may also petition the court for injunctive relief where either party alleges or claims a violation of any agreement
regarding INTELLECTUAL PROPERTY, confidential information OR NONINTERFERENCE. In the event either party seeks injunctive relief, the
prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.
E.
Administrative Relief.
Consultant understands that this Agreement does not prohibit Consultant from pursuing
an administrative claim with a local, state or federal administrative body OR GOVERNMENT AGENCY such as the Department of Fair Employment
and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the workers’ compensation board.
This Agreement does, however, preclude Consultant from pursuing court action regarding any such claim, except as permitted by law.
F.
Voluntary Nature of Agreement.
Consultant acknowledges and agrees that IT is executing this Agreement voluntarily
and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees that IT has carefully
read this Agreement and that Consultant has asked any questions needed for Consultant to understand the terms, consequences and binding
effect of this Agreement and fully understand it, including that Consultant is waiving ITS right to a jury trial. Finally,
Consultant agrees that IT has been provided an opportunity to seek the advice of an attorney of Consultant’s choice before signing
this Agreement.
14.
Miscellaneous
A.
Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of New York,
without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement,
the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in
New York.
B.
Assignability. This Agreement will be binding upon Consultant’s assigns, administrators, and other legal representatives,
and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this
Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate
any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement and
its rights and obligations under this Agreement to any successor to all or substantially all of Company’s relevant assets, whether
by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.
C.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to
the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties.
Consultant represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the
extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement
shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.
D.
Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.
E.
Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision
of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible
so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
F.
Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will
not operate as a waiver of any other or subsequent breach.
G.
Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing
and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile,
or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Party at the Party’s address written
below or at such other address as the Party may have previously specified by like notice. If by mail, delivery shall be deemed effective
three business days after mailing in accordance with this Section 14.G.
|
(1) |
If to the Company, to: |
|
|
55
Greens Farms Rd FL 1
Westport,
CT 06880
Attention:
Chief Executive Officer
|
(2)
If to Consultant, to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address
of Consultant provided by Consultant to the Company.
H.
Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to
enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in
addition to any other relief to which that Party may be entitled.
I.
Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same
force and effectiveness as though executed in a single document.
(signature
page follows)
IN
WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.
CONSULTANT |
|
BIOSIG TECHNOLOGIES, INC. |
|
|
|
|
|
By: |
|
|
By: |
|
|
|
|
|
|
Name:
|
|
|
Name: |
|
|
|
|
|
|
Title:
|
|
|
Title: |
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Address
for Notice:
BioSig
Technologies, Inc. – Consulting Agreement
EXHIBIT
A
SERVICES
AND COMPENSATION
1.
Contact. Consultant’s principal Company contact:
Name: |
|
|
|
Title:
|
|
|
|
Email:
|
|
|
|
Phone:
|
|
2.
Services. The Services shall consist of the following:
[Describe
services][ and such other services that the Company may reasonably request from time to time]
OR
Services.
The Services will include, but will not be limited to, the following:
Consultant
will perform Services for the Company on a project-by-project basis, and each project shall be mutually agreed upon between Consultant
and the Company and attached to this Exhibit A as successively numbered Schedule “A”s (e.g., Schedule A-1, Schedule
A-2, etc.) (each a “Project”). Each Project shall contain at a minimum a detailed description of the Services to be
performed and any deliverables to be provided, and together with this Agreement (but separate and apart from any other Project), shall
collectively constitute the entire agreement for such Project.
3.
Compensation.
A.
Consulting Fee. The Company shall pay Consultant as follows for all services that Consultant provides under this Agreement:
The
Company will grant Consultant a restricted stock award for $___________________ worth of shares of the Company’s Common Stock (the
“Shares”), par value $.001, at a fair market value per share of the Common Stock on the date of grant, February 5,
2024 (the “Vesting Commencement Date”), as determined by the Company’s Board of Directors. The Shares shall
vest and become issuable as follows: ______________% of the Shares shall vest and become issuable
on each ___________anniversary of the Vesting Commencement Date, provided on each such vesting date Consultant is a Service Provider
to the Company. The Shares will be subject to the terms and conditions of the Restricted Stock Award Agreement – Outside
Equity Plan between Consultant and the Company, including vesting requirements.
The
Consulting Fee constitutes the sole compensation to which Consultant will be entitled for performance of the Consulting Services.
B.
The Company will reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing
the Services pursuant to this Agreement, if Consultant receives written consent from an authorized agent of the Company prior to incurring
such expenses and submits receipts for such expenses to the Company in accordance with Company policy.
v3.24.0.1
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Jan. 28, 2024 |
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BioSig
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Entity Central Index Key |
0001530766
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Entity Tax Identification Number |
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DE
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55
Greens Farms Road
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1st Floor
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Westport
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