BioSig Announces $3 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
30 Mayo 2024 - 7:00AM
BioSig Technologies, Inc. (NASDAQ: BSGM) (“BioSig” or the
“Company”) a medical technology company committed to delivering
unprecedented accuracy and precision to intracardiac signal
visualization, today announced that it has entered into definitive
agreements for the issuance and sale of an aggregate of 1,570,683
shares of its common stock at a purchase price of $1.91 per share
in a registered direct offering priced at-the-market under Nasdaq
rules. In a concurrent private placement, BioSig has also agreed to
issue and sell to the same purchasers unregistered warrants to
purchase up to 1,570,683 shares of common stock at an exercise
price of $1.78 per share. The unregistered warrants will become
immediately exercisable upon issuance and will expire five years
from the date of issuance. The closing of the offering is expected
to occur on or about May 30, 2024, subject to the satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as exclusive
placement agent for the offering.
The gross proceeds to the Company from the
offering are expected to be approximately $3 million, before
deducting placement agent fees and other offering expenses payable
by the Company. BioSig intends to use the net proceeds of this
offering for working capital and general corporate purposes.
The shares of common stock offered in the
registered direct offering (but excluding the unregistered warrants
or the shares of common stock underlying such unregistered
warrants) described above are being offered by BioSig pursuant to a
shelf registration statement on Form S-3 (File No. 333-251859) that
was previously filed with the Securities and Exchange Commission
(“SEC”) on December 31, 2020, and subsequently declared effective
on January 12, 2021. The shares of common stock to be issued in the
registered direct offering are being offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and accompanying base prospectus relating to, and describing the
terms of, the registered direct offering will be filed with the SEC
and will be available on the SEC's website at www.sec.gov.
Electronic copies of the final prospectus supplement and the
accompanying base prospectus relating to the registered direct
offering, when available, may also be obtained by contacting H.C.
Wainwright & Co., LLC, at 430 Park Ave., New York, New York
10022, by telephone at (212) 856-5711, or by email at
placements@hcwco.com.
The offer and sale of the unregistered warrants
are being made in a transaction not involving a public offering and
have not been registered under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b)
of Regulation D promulgated thereunder and, along with the shares
of common stock underlying such unregistered warrants, have not
been registered under the Securities Act or applicable state
securities laws. Accordingly, the unregistered warrants and the
underlying shares of common stock may not be reoffered or resold in
the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this
offering, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
jurisdiction.
About BioSig Technologies,
Inc.
BioSig Technologies is a medical technology
company focused on deciphering the body’s electrical signals,
starting with heart rhythms. By leveraging a first of its kind
combination of hardware and software, we deliver unprecedented
cardiac signal clarity, ending the reliance on ‘mixed signals’ and
‘reading between the lines.’ Our platform technology is addressing
some of healthcare’s biggest challenges—saving time, saving costs,
and saving lives.
The Company’s product, the PURE EP™ Platform, an
FDA 510(k) cleared non-invasive class II device, provides superior,
real-time signal visualization allowing physicians to perform
highly targeted cardiac ablation procedures with increased
procedural efficiency and efficacy.
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. Such statements include, but are not
limited to, statements related to the timing and completion of the
offering, the satisfaction of customary closing conditions related
to the offering and the intended use of proceeds therefrom.
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) BioSig’s ability to regain
compliance with and meet the continued listing requirements of the
Nasdaq Capital Market to maintain listing of its common stock; (ii)
our cost reduction plan and associated workforce reduction or other
cost-saving measures not reaching the targeted reduction of cash
burn by 50%; (iii) the geographic, social, and economic impact of
pandemics or worldwide health issues on BioSig’s ability to conduct
its business and raise capital in the future when needed; (iv)
BioSig’s inability to manufacture its products and product
candidates on a commercial scale on its own, or in collaboration
with third parties; (v) difficulties in obtaining financing on
commercially reasonable terms; (vi) changes in the size and nature
of BioSig’s competition; (vii) loss of one or more key executives
or scientists; (viii) difficulties in securing regulatory approval
to market BioSig’s products and product candidates; and (ix) market
and other conditions. For a discussion of other risks and
uncertainties, and other important factors, any of which could
cause BioSig’s actual results to differ from those contained in
forward-looking statements, see BioSig’s filings with the
Securities and Exchange Commission (“SEC”), including the section
titled “Risk Factors” in BioSig’s Annual Report on Form 10-K, filed
with the SEC on April 16, 2024. 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, except as
required by law.
Todd Adler
BioSig Technologies, Inc.
Investor Relations
55 Greens Farms Rd
Westport, CT 06880
tadler@biosigtech.com
203-409-5444 ext. 104
Or
Anthony Amato, Chief Executive Officer
aamato@biosigtech.com
203-409-5444 ext. 102
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