BioSig Technologies, Inc. (Form: 8-K, Received: 06/25/2019 12:59:14)

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): June 21, 2019

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)

(310)-620-9320

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 21, 2019, the board of directors (the “Board”) of BioSig Technologies, Inc. (the “Company”) appointed Samuel E. Navarro as a director of the Company, effective as of the same date, to fill the second of the vacancies on the Board created by the two previously reported resignations of the members of the Board on May 17, 2019, to serve for a term expiring at the 2019 annual meeting of the Company’s stockholders or until his successor is duly appointed and qualified, or his earlier death, resignation or removal. For Mr. Navarro’s service on the Board, Mr. Navarro will receive compensation consistent with market practices of similarly situated companies that is consistent with the Company’s non-employee director compensation policy as may be then in effect. In addition, Mr. Navarro was granted 50,000 restricted stock units, 50% of which shall vest on the first anniversary of his appointment and 50% of which shall vest on the second anniversary of his appointment, provided Mr. Navarro is still serving as a director on each vesting date.

Item 8 .01 Other Events .

On June 25, 2019, the Company issued a press release announcing the appointment of Mr. Navarro to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated June 25, 2019

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: June 25, 2019 By: /s/ Kenneth L. Londoner

Name: Kenneth L. Londoner

Title: Chairman and Chief Executive Officer

Exhibit 99.1

Samuel E. Navarro Appointed to BioSig Board of Directors

Successful investment banker and medical device industry veteran to join the Company as Independent Director

Santa Monica, CA, June 25, 2019 -- BioSig Technologies, Inc. (NASDAQ: BSGM), a medical device company developing a proprietary biomedical signal processing technology platform designed to address an unmet need for the electrophysiology (EP) marketplace, today appointed Samuel E. Navarro to its Board of Directors.

Mr. Navarro brings to BioSig over 30 years of experience in investment banking and medical technology. He currently serves as managing partner of Gravitas Healthcare, LLC, a strategic advisory firm that specializes in emerging growth medical device companies. Since its founding in 2008, the firm has completed over 30 strategic partnership transactions with some of the largest medical device companies in the industry. From 2005 through 2008, Mr. Navarro served as a Managing Director and Global Head of Medical Technology Investment Banking at Cowen & Company. From 2001 through 2005, Mr. Navarro served as a senior portfolio manager at The Galleon Group running the Galleon Healthcare Fund. From 1998 through 2001, he was Global Head of Healthcare Investment Banking at ING Barings, and prior to that, he was Senior Medical Technology Research Analyst at UBS, Furman Selz and Needham & Company.

Mr. Navarro serves or has served on the Boards of other medical device companies, such as Arstasis, Derma Sciences, Dextera Surgical, Fixes-4-Kids, Jomed, MicroTherapeutics, StrataSkin Sciences, and one non-medical company, Pixelux Entertainment. Mr. Navarro also served in the past as an advisory board member of OrthoPediatrics. He also serves on the Board of Trustees at Stonehill College and has served in other non-profit foundations. Mr. Navarro received an MBA in finance from The Wharton School at the University of Pennsylvania. He also holds a master’s degree in engineering from Stanford University and a bachelor’s degree in engineering from the University of Texas at Austin.

“I have been very impressed with the way BioSig is pursuing its vision to bring innovation to some of the most challenging areas of bioelectronic medicine,” commented Mr. Navarro. “The Company has already laid a very strong foundation for commercial success of its first product, PURE EP (tm) System, and I look forward to contributing to further advance the Company’s strategy and activities that will best position BioSig within the convergence of biology and electronics.”

“Sam’s accomplishments in both investment banking and particularly the medical device space are second-to-none, and we are honored that he is able to join us as our new Independent Director. His experience adds more weight to the already impressive collective skillset of our Board, and we look forward to Sam’s contributions as we continue to execute on our core goals and objectives,” stated Kenneth L. Londoner, Founder, Chairman and CEO of BioSig Technologies, Inc.

Mr. Navarro ‘s nomination is the latest in a series of high-level appointments. Previously, BioSig announced that Dr. Jerome Zeldis, M.D., Ph.D, former Chief Medical Officer of Celgene, joined BioSig’s Board of Directors in May 2019, prior to Frank J. Quintero, a Principal at The Yucaipa Companies, and D.A. Wallach, the founder of Inevitable Ventures, joining the Company’s Advisory Board in the first quarter of 2019.

About BioSig Technologies

BioSig Technologies is a medical technology company developing a proprietary biomedical signal processing platform designed to improve the electrophysiology (EP) marketplace (www.biosig.com). Led by a proven management team and a veteran Board of Directors, BioSig Technologies is preparing to commercialize its PURE EP™ System. The technology has been developed to address an unmet need in a large and growing market.

The Company’s first product, PURE EP™ System is a computerized system intended for acquiring, digitizing, amplifying, filtering, measuring and calculating, displaying, recording and storing of electrocardiographic and intracardiac signals for patients undergoing electrophysiology (EP) procedures in an EP laboratory. The system is indicated for use under the supervision of licensed healthcare practitioners who are responsible for interpreting the data. This novel cardiac signal acquisition and display system is engineered to assist electrophysiologists in clinical decision-making during electrophysiology procedures in patients with abnormal heart rates and rhythms. BioSig’s ultimate goal is to deliver technology to improve upon catheter ablation treatments for the prevalent and potentially deadly arrhythmias, Atrial Fibrillation and Ventricular Tachycardia. BioSig has partnered with Minnetronix on technology development and received FDA 510(k) clearance for the PURE EP™ System in August 2018.

Forward-looking Statements

This press release contains “forward-looking statements.” 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) our inability to manufacture our products and product candidates on a commercial scale on our own, or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; and (v) difficulties in securing regulatory approval to market our products and product candidates. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. 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.

Contact:
Natasha Drapeau
BioSig Technologies, Inc.
Executive Vice President

12424 Wilshire Blvd Ste 745

Los Angeles, CA 90025

ndrapeau@biosigtech.com

310-620-9320