エドガーで原本を確認する
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): September 10, 2025
BioSig Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-38659 | 26-4333375 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2431 Aloma Avenue, Suite 243
Winter Park, Florida 32792
(Address of Principal Executive Offices) (Zip Code)
(203) 409-5444
(Registrant’s Telephone Number, Including Area Code)
12424 Wilshire Blvd, Suite 745
Los Angeles, California 90025
(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 each 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 September 10, 2025, BioSig Technologies, Inc. (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a change in the name of the Company from “BioSig Technologies, Inc.” to “Streamex Corp.” (the “Name Change”). In addition, effective before the open of market trading on September 12, 2025, the Company’s common stock will cease trading under the ticker symbol “BSGM” and will begin trading on the Nasdaq Stock Market under the ticker symbol “STEX” (the “Symbol Change”). The aforementioned Name Change and Symbol Change was approved by the Board of Directors of the Company.
The Name Change does not affect the rights of the Company’s security holders. There will be no change to the Company’s CUSIP in connection with the Name Change. Following the Name Change, existing stock certificates, which reflect the Company’s prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Certificate of Amendment. The information set forth herein is qualified in its entirety by the reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On September 10, 2025, the Company issued a press release announcing the Name Change and Symbol Change. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Amended And Restated Certificate Of Incorporation of BioSig Technologies, Inc. | |
| 99.1 | Press Release, dated September 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). |
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: September 11, 2025 | By: | /s/ Karl Henry McPhie |
| Name: | Karl Henry McPhie | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF TENTH AMENDMENT
TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
BIOSIG TECHNOLOGIES, INC.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
BioSig Technologies, Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Amended & Restated Certificate of Incorporation of the Corporation, as amended, and declaring said amendment to be advisable and in the best interests of the Corporation.
SECOND: That Article I of the Amended & Restated Certificate of Incorporation of the Corporation, as amended, be and hereby is deleted in its entirety and the following is inserted in lieu thereof:
I.
The name of this corporation is Streamex Corp. (the “Corporation”).”
THIRD: This Certificate of Amendment shall be effective at 12:01 a.m., Eastern Time, on September 12, 2025.
***
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 10th day of September, 2025.
| BIOSIG TECHNOLOGIES, INC. | ||
| By: | /s/ Karl Henry McPhie | |
| Name: |
Karl Henry McPhie |
|
| Title: | Chief Executive Officer | |
Exhibit 99.1
BioSig Technologies, Inc. Announces Corporate Rebrand to Streamex Corp.
Strategic Rebranding to Focus on Expanded Business Model and Growth Strategy. New Ticker Symbol “STEX”.
LOS ANGELES & VANCOUVER, British Columbia - September 10, 2025 - - BioSig Technologies, Inc. (NASDAQ: BSGM) (“BioSig”), which recently merged with Streamex Exchange Corporation (“Streamex”) (together, “BSGM” or the “Company”), announced today that it will change its name to Streamex Corp., effective at 12:01 am Eastern Time on Friday, September 12, 2025. In connection with the name change, the Company will change its trading symbol to “STEX.” The Company’s common stock will commence trading on the Nasdaq Capital Market exchange under the new name and trading symbol on September 12, 2025.
As of September 12, 2025, all Company stock trading, filings, and market related information will be reported under the new symbol “STEX”. The Company’s CUSIP number will remain unchanged, and no action is required from shareholders. No other aspects of the Company’s corporate structure or operations are impacted by the ticker symbol change.
About Streamex Exchange Corporation
Streamex is a Real World Asset (“RWA”) tokenization company with Institutional grade infrastructure to bring the gold and commodities market on chain. Enabled by a gold denominated treasury and tokenization technology powering the modern commodities market. Streamex is a wholly owned subsidiary of BioSig Technologies, Inc.
About BioSig Technologies, Inc.
BioSig Technologies, Inc. is a medical device technology company with an advanced digital signal processing technology platform, the PURE EP™ Platform that delivers insights to electrophysiologists for ablation treatments of cardiovascular arrhythmias.
Forward-Looking Statements
This press release 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 our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including whether we will be able to realize the benefits of the acquisition of Streamex, whether shareholder approval of the acquisition will be obtained, and whether we will be able to maintain compliance with Nasdaq’s listing criteria in connection with the acquisition and otherwise. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in forward-looking statements, see our filings with the Securities and Exchange Commission, including the section titled “Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on April 15, 2025. We assume no obligation to publicly update or revise our forward-looking statements as a result of new information, future events or otherwise, except as required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20250714401245/en/
Investor Relations Contact
Adele Carey
Alliance Advisors Investor Relations
acarey@allianceadvisors.com
Henry
McPhie
CEO of BioSig, Co-Founder of Streamex
contact@Streamex.com
https://www.streamex.com/
https://x.com/streamex
Source: BioSig and Streamex