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 6, 2019

 

BioSig Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

001-38659

26-4333375

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

  

Identification No.)

 

54 Wilton Road, 2nd Floor

Westport, Connecticut

  

06880

(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 8.01            Entry Into a Material Definitive Agreement.

 

On November 6, 2019, BioSig Technologies, Inc. (the “Company”) issued a press release announcing that the Company further expanded its Investor Relations team by appointing Ms. Sasha Gentling, CFA as Director of Business Development and Investments. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

On November 7, 2019, the Company issued a press release announcing that the Company’s founder, Chairman and Chief Executive Officer, Kenneth L. Londoner, is making a gift to New York-based Union College to support the school’s growing internship program. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01             Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

 

Description

99.1

 

Press Release, dated November 6, 2019

99.2

 

Press Release, dated November 7, 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: November 7, 2019

By:

/s/ Kenneth L. Londoner 

 

 

 

Name:  Kenneth L. Londoner 

 

 

 

Title: Executive Chairman

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Sasha Gentling, CFA Joins BioSig as Director of Business Development


Former Investment Officer at Mayo Clinic to oversee relationships in the Midwest

 

Westport, CT, November 06, 2019 (GLOBE NEWSWIRE) -- BioSig Technologies, Inc. (NASDAQ: BSGM) (“BioSig” or “The Company”), a medical technology company developing a proprietary biomedical signal processing platform designed to improve signal fidelity and uncover the full range of ECG and intra-cardiac signals, today announced that the Company further expanded its Investor Relations team by appoining Ms. Sasha Gentling, CFA as Director of Business Development and Investments.

 

Minnesota based Ms. Gentling becomes the first employee of BioSig’s Rochester office. Prior to joining the Company, Ms. Gentling served as Investment Officer at Mayo Clinic, a role, in which she managed key components of Mayo Clinic’s investment portfolio, overseeing external manager relationships in absolute return core credit hedge fund strategies, fixed income, and real estate private equity, as well as conducting comprehensive due diligence on potential new investments in both public and private markets. Prior to that role Ms. Gentling managed investor communications and marketing activities at Connecticut based Discerene Group, during which time AUM increased by over $700 million. During the course of her career Ms. Gentling conducted extensive research for emerging value-oriented hedge funds and generated investment recommendations by building and maintaining earnings, valuation models and financial projections. Ms. Gentling holds an MBA in Finance and Management from Columbia Business School and a BA in English and Music from Middlebury College.

 

“We were impressed by Sasha’s investement experience and her achievements in both profit and non-profit organizations,” commented Kenneth L. Londoner, Chairman and CEO of BioSig Technologies, Inc. “Sasha is an excellent addition to our accomplished business team, and her expertise in managing endowments, family offices and impact investment groups will be highly beneficial to our expanding business relationships in the Midwest.”

 

“Investment communities are on a constant lookout for value opportunities, and there is a growing interest in high-potential life science companies that are aiming to address complex, often unresolvable clinical needs. It is fascinating just how much goes on behind the scenes at BioSig, and I look forward to contributing my knowledge and experience to this rapidly growing innovative company,” said Ms. Gentling.

 

BioSig recently appointed Mr. Andrew Ballou as Vice President of Investor Relations. The Company’s stock was listed on the Nasdaq Capital Market exchange in September 2018 and was recently added to the Russell 3000 Index.


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(tm) System. The technology has been developed to address an unmet need in a large and growing market.

 

 

 

 

 

The Company’s first product, PURE EP(tm) 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(tm) 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:
Andrew Ballou
BioSig Technologies, Inc.
Vice President, Investor Relations

54 Wilton Road, 2nd floor

Westport, CT 06880

aballou@biosigtech.com

203-409-5444, x119

 

Exhibit 99.2

 

 

BioSig Technologies Invests in Union College’s Internship Program

 

Westport, CT, November 07, 2019 (GLOBE NEWSWIRE) -- BioSig Technologies, Inc. (NASDAQ: BSGM) (“BioSig” or “The Company”), a medical technology company developing a proprietary biomedical signal processing platform designed to improve signal fidelity and uncover the full range of ECG and intra-cardiac signals, today announced that the Company’s founder, Chairman & CEO Kenneth L. Londoner is making a gift to New York-based Union College in order to support the school’s growing internship program.

 

Last summer, a handful of Union students joined BioSig’s internship program, a highly immersive internship experience, which gives students an opportunity to enhance their professional interests in an entrepreneurial environment. During their summers at BioSig, students work on numerous advanced projects. These range from researching novel therapies and clinical study breakthroughs, to preparing business plans and corporate presentations, to analyzing international healthcare landscapes and policy standards. To address the ongoing student debt crisis, interns get paid to offset their living expenses and tuition fees.

Union College will use the funds to support internships through its Becker Career Center. In 2018-19, 524 employers recruited Union students for 1,573 internship opportunities. This includes opportunities through the summer community internships and admissions scholars’ internships programs, as well as Making U Possible: The Presidential Initiative for Scholarship and Immersive Excellence. Created last fall, the initiative ensures that talented students from all backgrounds not only can afford a Union education but also are able to take full advantage of opportunities in and out of the classroom, including internships.

 

“We are grateful to BioSig Technologies and its founder and CEO, Kenneth Londoner, for this extraordinary gift,” said Union President David R. Harris. “One of the distinguishing characteristics of a liberal arts education at Union is our emphasis on applying ideas through practical experience. Thanks to the generosity and philanthropy of BioSig Technologies, we will be able to significantly increase internship opportunities and create new experiences for our students.”

 

“Our small Company hosted over 50 very talented students over the past five years. We feel that it is our duty to help future generations launch their careers, ultimately allowing them to contribute to society by creating meaningful jobs and introducing impactful solutions. We received over 250 applications for eight internship positions in 2019, and we are committed to growing our internship program to connect more students with exciting opportunities. We look forward to collaborating with Union College on this wonderful initiative,” commented Kenneth L. Londoner, Chairman and CEO of BioSig Technologies, Inc.

 

 

 

 

About Union College
Founded in 1795 in Schenectady, N.Y., Union College is a leading residential liberal arts college focused exclusively on undergraduates. Union provides a rigorous, holistic and immersive education that emphasizes integration, innovation, inclusion and reflection for every student. The Union curriculum emphasizes collaboration with students and faculty through small classes, undergraduate research, interdisciplinary and international study, and community-based experiences.

 

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(tm) System. The technology has been developed to address an unmet need in a large and growing market.

 

The Company’s first product, PURE EP(tm) 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(tm) 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:
Andrew Ballou
BioSig Technologies, Inc.
Vice President, Investor Relations

54 Wilton Road, 2nd floor

Westport, CT 06880

aballou@biosigtech.com

203-409-5444, x119