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): December 27, 2022
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.) |
| 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 December 27, 2022, board of directors of BioSig Technologies, Inc. (the “Company”) adopted Amendment No. 2 to the Amended and Restated Bylaws of the Company (the “Second Amendment”), which became effective as of the same date. The Second Amendment amends and restates Article II, Section 2.6 of the Company’s Amended and Restated Bylaws in its entirety to lower the threshold required to achieve a quorum at all meetings of the Company’s stockholders to one-third of the voting power of the stock issued, outstanding and entitled to vote, present in person or represented by proxy.
The foregoing description of the Second Amendment is qualified by reference to the Second 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. 2 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: December 28, 2022 |
By: /s/ Kenneth L. Londoner Name: Kenneth L. Londoner Title: Executive Chairman |
Exhibit 3.1
Amendment No. 2 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 2.6 of Article II (Meetings of Stockholders) is hereby deleted in its entirety and replaced with the following Bylaw:
“Section 2.6 Quorum.
The holders of one-third of the voting power of the stock issued, outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, one-third of the voting power of the then-issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.
If a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson of the meeting shall have the authority to adjourn a meeting of the stockholders in all other events. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”
IN WITNESS WHEREOF, this Amendment No. 2 to the Amended and Restated Bylaws of BioSig Technologies, Inc. is executed on December 27, 2022.
/s/ Kenneth L. Londoner
Name: Kenneth L. Londoner
Title: CEO