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):  July 30, 2018
 
BioSig Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-55473
26-4333375
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)

12424 Wilshire Blvd., Suite 745
Los Angeles, California
 
90025
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (512)-329-2643
 
                                                                                                              
(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))

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 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 30, 2018, BioSig Technologies, Inc. (the “ Company ”) held a special meeting of its stockholders (the “ Special Meeting ”). As described below under Item 5.07, at the Special Meeting, the stockholders approved the Sixth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (the “ Plan ”) to increase the number of shares of common stock available for issuance under the Plan by an additional 3,500,000 shares, to a total of 18,686,123 shares of common stock (the “ Sixth Plan Amendment ”). The board of directors of the Company (the “ Board ”) previously approved the Sixth Plan Amendment on June 4, 2018, subject to stockholder approval of the Sixth Plan Amendment at the Special Meeting.

For more information about the Sixth Plan Amendment, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 20, 2018 (the “ Special Meeting Proxy ”), the relevant portions of which are incorporated herein by reference. The description of the Sixth Plan Amendment above and such portions of the Special Meeting Proxy are qualified in their entirety by reference to the full text of the Sixth Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07          Submission of Matters to a Vote of Security Holders.
 
At the Special Meeting, the following three proposals were submitted to the Company’s stockholders:
 
 
(1)
Approval of the Sixth Plan Amendment to increase the number of shares of common stock available for issuance under the Plan by 3,500,000 shares, to a total of 18,686,123 shares of common stock.
 
 
(2)
A proposal to authorize the Company’s Board, in its discretion, to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-2 to 1-for-5, such ,ratio to be determined by the board of directors and included in a public announcement.
     
 
(3)
Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals.

For more information about the foregoing proposals, see the Special Meeting Proxy. Holders of the Company’s common stock and certain holders of Series C and Series D Convertible Preferred Stock, subject to the beneficial ownership limitation pursuant to the terms of such preferred stock as set forth in the respective certificate of designation for such preferred stock) were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
 
 
(1)
Approval of the Sixth Plan Amendment to increase the number of shares of common stock available for issuance under the Plan by 3,500,000 shares, to a total of 18,686,123 shares of common stock:
  
For
 
Against
 
Abstain
 
19,472,589
 
504,790
 
12,400
 
 
 
(2)
A proposal to authorize the Company’s Board, in its discretion, to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-2 to 1-for-5, such ,ratio to be determined by the board of directors and included in a public announcement:
 
For
 
Against
 
Abstain
 
24,432,156
 
2,492,706
 
98,002
 
  
 
(3)
Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals:
 
For
 
Against
 
Abstain
 
25,190,996
 
1,793,656
 
38,212
 

The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 9.01            Financial Statements and Exhibits.

(d)            Exhibits
 
Exhibit Number
 
Description
10.1
 


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: July 30, 2018                                                By:   /s/ Kenneth L. Londoner                 
Name: Kenneth L. Londoner 
Title: Chairman and Chief Executive Officer

 
 
Exhibit 10.1

 
SIXTH AMENDMENT
TO THE
BIOSIG TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN

This SIXTH AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN (this “Amendment”), effective as of July 30, 2018, is made and entered into by BioSig Technologies, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the BioSig Technologies, Inc. 2012 Equity Incentive Plan (the “Plan”).

RECITALS

WHEREAS, Section 18 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan at any time; and

WHEREAS, the Board desires to amend the Plan to increase the number of shares of Common Stock that may be delivered pursuant to Awards under the Plan by an additional 3,500,000 shares.

NOW, THEREFORE, in accordance with Section 18 of the Plan, the Company hereby amends the Plan as follows:

1.          Section 3(a) of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 3(a):

(a)  Stock Subject to the Plan . Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 18,686,123 Shares, plus (i) any Shares that, as of the date of stockholder approval of this Plan, have been reserved but not issued pursuant to any awards granted under the BioSig Technologies, Inc. 2011 Long-Term Incentive Plan (the “2011 Plan”) and are not subject to any awards granted thereunder, and (ii) any Shares subject to stock options or similar awards granted under the 2011 Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the 2011 Plan that are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 1,500,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

2.          Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

[Remainder of Page Intentionally Left Blank;
Signature Page Follows.]





IN WITNESS THEREOF , the Company has caused this Amendment to be duly executed as of the date first written above.





BIOSIG TECHNOLOGIES, INC.




By:                 /s/ Kenneth L. Londoner 
Name:          Kenneth L. Londoner
Title:            Chairman of the Board of Directors