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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BioSig Technologies Inc | NASDAQ:BSGM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.55 | 1.52 | 1.64 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Sincerely,
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/s/ Kenneth L. Londoner
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Kenneth L. Londoner
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Chief Executive Officer and Chairman
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(1)
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Approval of the Sixth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan to increase the number of shares of common stock available for issuance pursuant to awards under such plan by 3,500,000 shares, to a total of 18,686,123 shares of common stock (Proposal 1).
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(2)
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A proposal to authorize the Company’s board of directors, in its discretion, to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-2 to 1-for-5, such ratio to be determined by the board of directors and included in a public announcement (Proposal 2).
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(3)
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To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals (Proposal 3).
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(4)
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Such other business as may properly come before the Special Meeting.
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By Order of The Board of Directors,
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/s/ Kenneth L. Londoner
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Kenneth L. Londoner
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Chief Executive Officer and Chairman
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[●], 2018
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1 | |
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6 | |
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8 | |
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12 | |
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26 | |
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ANNEX A – PROPOSED SIXTH AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN
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ANNEX A-1
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ANNEX B – BIOSIG TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN
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ANNEX B-1
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ANNEX C – PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIOSIG TECHNOLOGIES, INC.
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ANNEX C-1
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(1)
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Approval of the Sixth Amendment (the “Sixth Amendment”) to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Plan”) to increase the number of shares of common stock available for issuance pursuant to awards under such plan by 3,500,000 shares, to a total of 18,686,123 shares of common stock (Proposal 1).
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(2)
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A proposal to authorize the Company’s board of directors, in its discretion, to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, at a ratio in the range of 1-for-2 to 1-for-5, such ratio to be determined by the board of directors and included in a public announcement (Proposal 2).
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(3)
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Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals (Proposal 3).
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(4)
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Such other business as may properly come before the Special Meeting.
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●
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By Telephone or Internet
- All record holders can vote by touchtone telephone from the U.S. using the toll free telephone number on the proxy card, or over the Internet, using the procedures and instructions described on the proxy card. “Street name” holders may vote by telephone or Internet if their broker or other intermediary makes those methods available, in which case the broker or other intermediary will enclose the instructions with the proxy materials. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.
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`
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In Person
- All record holders may vote in person at the Special Meeting. “Street name” holders may vote in person at the Special Meeting if their broker or other intermediary has furnished a legal proxy. If you are a “street name” holder and would like to vote your shares by proxy, you will need to ask your broker or other intermediary to furnish you with a nominee issued proxy. You will need to bring the nominee issued proxy with you to the Special Meeting and hand it in with a signed ballot that will be provided to you at the Special Meeting. You will not be able to vote your shares without a nominee issued proxy. Note that a broker letter that identifies you as a stockholder is not the same as a nominee issued proxy.
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By Written Proxy
- All record holders can vote by written proxy card by completing, signing and returning the enclosed proxy card in the postage-paid envelope. If you are a “street name” holder, you will receive a request for voting instructions along with the Company’s proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares.
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Attending the Special Meeting and voting in person. Your attendance at the Special Meeting will not by itself revoke a proxy. You must vote your shares by ballot at the Special Meeting to revoke your proxy.
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Voting again by telephone or over the Internet (only your latest telephone or Internet vote submitted prior to the Special Meeting will be counted).
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Completing and submitting a new valid proxy card bearing a later date.
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Giving written notice of revocation to the Company addressed to Steve Chaussy, chief financial officer, at the Company’s mailing address, 12600 Hill Country Blvd., R-275, Austin, TX 78738, which notice must be received before noon, New York time on [●], 2018.
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each person known by us to beneficially own more than 5.0% of our common stock;
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each of our directors;
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each of the named executive officers; and
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all of our directors and executive officers as a group.
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Name of Beneficial Owner
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Number of
Shares Beneficially
Owned (1)
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Percentage of
Common Stock
Owned (1)(2)
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5% Owners
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Lora Mikolaitis
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3,458,724
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(3)
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9.40
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%
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David Cherry
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2,808,639
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(4)
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7.59
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%
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Ramachandra Malya
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1,878,000
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(5)
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5.07
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%
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Officers and Directors
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Kenneth L. Londoner
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4,789,413
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(6)
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12.98
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%
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Roy T. Tanaka
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974,802
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(7)
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2.61
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%
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Seth H. Z. Fischer
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616,916
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(8)
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1.66
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%
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Patrick J. Gallagher
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316,150
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(9)
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*
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Jeffrey F. O’Donnell, Sr.
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779,800
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(10)
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2.12
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%
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Steve Chaussy
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1,222,323
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(11)
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3.35
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%
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Andrew L. Filler
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94,518
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(12)
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*
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David Weild IV
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400,000
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(13)
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1.09
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%
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Donald E. Foley
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655,000
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(14)
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1.78
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%
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All directors and executive officers as a group (9 persons)
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9,848,922
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26.70
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%
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(1)
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Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of June 4, 2018, except as otherwise noted. Shares issuable pursuant to the exercise of stock options and other securities convertible into common stock exercisable within 60 days are deemed outstanding and held by the holder of such options or other securities for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.
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(2)
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These percentages have been calculated based on 36,471,347 shares of common stock outstanding as of June 4, 2018.
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(3)
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Comprised of (i) 43,750 shares of common stock, (ii) options to purchase 337,500 shares of common stock that are currently exercisable or exercisable within 60 days of June 4, 2018, and (iii) 3,077,474 shares of common stock held by Miko Consulting Group, Inc. Lora Mikolaitis has sole voting and dispositive power over the securities held for the account of Miko Consulting Group, Inc.
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(4)
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Comprised of (i) 10,000 shares of common stock and warrants to purchase 5,000 shares of common stock, (ii) 316,642 shares of common stock and warrants to purchase 158,321 shares of common stock held by Thomas David Cherry as Trustee of Cherry Family Trust, a trust for which David Cherry is deemed the beneficial owner, and (iii) 1,545,784 shares of common stock and warrants to purchase 772,892 shares of common stock held by Cherry Pipes Ltd., David Cherry has sole voting and dispositive power over the securities held for the account of Cherry Pipes Ltd.
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(5)
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Comprised of (i) 1,338,000 shares of common stock and (ii) warrants to purchase 540,000 shares of common stock.
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(6)
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Comprised of (i) 1,422,985 shares of common stock directly held by Mr. Londoner, (ii) 2,953,307 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 163,121 shares of common stock, and (v) options to purchase 250,000 shares of common stock that are currently exercisable.
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(7)
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Comprised of (i) 80,875 shares of common stock and (ii) options to purchase 893,927 shares of common stock that are currently exercisable.
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(8)
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Comprised of (i) 25,000 shares of common stock and (ii) options to purchase 591,916 shares of common stock that are currently exercisable or exercisable within 60 days of June 4, 2018.
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(9)
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Comprised of (i) 53,000 shares of common stock directly held by Mr. Gallagher, (ii) 6,000 shares of common stock held by Amy E Gallagher Educational Trust for which Mr. Gallagher is deemed the beneficial owner, (iii) 6,000 shares of common stock held by Hans Gallagher Educational Trust for which Mr. Gallagher is deemed the beneficial owner, (iv) options to purchase 239,926 shares of common stock that are currently exercisable or exercisable within 60 days of June 4, 2018, and (v) warrants to purchase 11,224 shares of common stock.
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(10)
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Comprised of (i) 409,000 shares of common stock and (ii) options to purchase 370,800 shares of common stock that are currently exercisable.
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(11)
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Comprised of (i) 1,162,323 shares of common stock and (ii) options to purchase 60,000 shares of common stock that are currently exercisable.
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(12)
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Comprised of (i) 44,518 shares of common stock and (ii) options to purchase 50,000 shares of common stock that are currently exercisable.
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(13)
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Comprised of (i) 50,000 shares of common stock and (ii) options to purchase 350,000 shares of common stock that is currently exercisable.
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(14)
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Comprised of (i) 255,000 shares of common stock, (ii) options to purchase 300,000 shares of common stock that are currently exercisable or exercisable within 60 days of June 4, 2018 and (iii) warrants to purchase 100,000 shares of common stock.
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Name and principal position
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Year
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Salary
($)
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Bonus
($)
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Stock Awards
($) (1)
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Option
Awards ($)
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Nonequity Incentive Plan Compensation ($)
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Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
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All Other
Compensation
($)
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Total
($)
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Kenneth L. Londoner, Chief Executive Officer, Executive Chairman and Director (7)
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2017
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435,000
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-
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758,500
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(1
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)
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-
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-
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-
|
1,193,500
|
||||||||||||||||||||||||
2016
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315,000
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-
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538,940
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(2
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)
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-
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-
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-
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853,940
|
|||||||||||||||||||||||||
Gregory D. Cash, President, Former Chief Executive Officer and Director
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2017
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179,252
|
137,000
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(3
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)
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-
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-
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-
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316,252
|
|||||||||||||||||||||||||
2016
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325,000
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259,221
|
(4
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)
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-
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-
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-
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584,221
|
||||||||||||||||||||||||||
Steven Chaussy, Chief Financial Officer
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2017
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180,833
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380,000
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(5
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)
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-
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-
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-
|
560,833
|
|||||||||||||||||||||||||
2016
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110,000
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386,000
|
(6
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)
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-
|
-
|
-
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496,000
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(1)
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Represents (i) common stock award or 450,000 shares granted November 8, 2017 and (ii) a common stock award of 50,000 shares granted on November 9, 2017
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(2)
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Represents (i) a common stock award of 250,000 shares granted May 4, 2016 and (ii) a common stock award of 41,500 shares granted December 8, 2016.
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(3)
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Represents a common stock award of 100,000 shares granted June 6, 2017
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(4)
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Represents (i) a stock option granted May 18, 2016 for the purchase of 150,000 shares of common stock at $1.84 for ten years, exercisable immediately and (ii) a common stock award of 20,875 shares granted December 8, 2016.
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(5)
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Represents a common stock award of 250,000 shares granted November 8, 2017
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(6)
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Represents a common stock award of 200,000 shares granted May 4, 2016.
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(7)
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Mr. Londoner served as our Executive Chairman and Director through the entirety of our last two fiscal years. Mr. Londoner has served as our Chief Executive Officer since July 31, 2017.
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Name
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Number of
Securities
underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price ($/Sh)
|
Option Expiration Date
|
Number of
Shares or
Units of
Stock that
have not
Vested (#)
|
Market Value
of Shares
of Units
That Have
Not Vested ($)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or
Other Rights
that Have
Not Vested (#)
|
Equity Incentive
Plan Awards:
Market of
Payout Value
of Unearned
Shares, Units
or Other Rights
that Have
Not Vested ($)
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Kenneth
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250,000
|
-
|
$
|
2.09
|
1/16/2020
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Londoner
|
|
||||||||||||||||||||||||||||
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|
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Steven
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30,000
|
-
|
$
|
2.09
|
1/16/2020
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Chaussy
|
30,000
|
-
|
$
|
2.09
|
6/11/2023
|
-
|
$
|
-
|
-
|
$
|
-
|
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options
(a)
|
Weighted-average
exercise price of
outstanding options
(b)
|
Securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
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8,510,319
|
$
|
2.10
|
1,907,509
|
||||||||
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
Total
|
8,510,319
|
2.10
|
1,907,509
|
Fees Earned
or Paid in
Cash ($)
|
Equity
Awards ($)
|
Total ($)
|
||||||||||
Donald E. Foley
|
$
|
-
|
$
|
44,700
|
(1) |
$
|
44,700
|
|||||
Roy T. Tanaka
|
$
|
-
|
$
|
44,700
|
(1) |
$
|
44,700
|
|||||
Andrew L. Filler
|
$
|
-
|
$
|
44,700
|
(1) |
$
|
44,700
|
|||||
Patrick J Gallagher
|
$
|
-
|
$
|
42,084
|
(2) |
$
|
42,084
|
|||||
Seth H. Z. Fischer
|
$ |
$
|
69,537
|
(3) |
$
|
69,537
|
||||||
Jeffrey F O’Donnell, Sr
|
$
|
-
|
$
|
378,500
|
(4) |
$
|
378,500
|
|||||
David Weild, IV
|
$
|
-
|
$
|
74,500
|
(5) |
$
|
74,500
|
|||||
Jerome B. Zeldis (former member) (6)
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Total:
|
$
|
-
|
$
|
698,721
|
$
|
698,721
|
(1)
|
Represents (i) a common stock award of 30,000 shares granted November 9, 2017
|
(2)
|
Represents (i) a stock option granted December 22, 2017 for the purchase of 39,926 shares of common stock, vesting immediately, at an exercise price of $1.37 per share and termination date of December 22, 2027.
|
(3)
|
Represents (i) 2 stock options granted December 22, 2017 for the purchase of an aggregate of 65,972 shares of common stock, vesting immediately, at an exercise price of $1.37 per share and termination date of December 22, 2027.
|
(4)
|
Represents (i) a common stock award of 200,000 shares granted on November 8, 2017 and (ii) a common stock award of 50,000 shares granted November 9, 2017.
|
(5)
|
Represents (i) a common stock award of 50,000 shares granted November 9, 2017
|
(6)
|
Dr. Zeldis retired as our director on November 9, 2017.
|
The board of directors recommends a vote
FOR
the approval of Proposal 1.
|
|
•
|
|
the historical and projected performance of our common stock;
|
|
•
|
|
general economic and other related conditions prevailing in our industry and in the marketplace;
|
|
•
|
|
our capitalization (including the number of shares of common stock issued and outstanding);
|
|
•
|
|
the then-prevailing trading price for our common stock and the volume level thereof; and
|
|
•
|
|
the potential devaluation of our market capitalization as a result of the Reverse Stock Split.
|
|
•
|
|
Although we expect that the Reverse Stock Split will result in an increase in the market price of our common stock, we cannot assure you that the Reverse Stock Split, if effected, will increase the market price of our common stock in proportion to the reduction in the number of shares of our common stock outstanding or result in a permanent increase in the market price. The effect the Reverse Stock Split may have upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in similar circumstances to ours is varied. The market price of our common stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future growth and other factors detailed from time to time in the reports we file with the Securities and Exchange Commission. Accordingly, the total market capitalization of our common stock after the proposed Reverse Stock Split may be lower than the total market capitalization before the proposed Reverse Stock Split and, in the future, the market price of our common stock following the Reverse Stock Split may not exceed or remain higher than the market price prior to the proposed Reverse Stock Split.
|
|
•
|
|
The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.
|
|
•
|
|
Although our board of directors believes that the decrease in the number of shares of common stock outstanding as a consequence of the Reverse Stock Split and the anticipated increase in the market price of common stock could encourage interest in our common stock and possibly promote greater liquidity for stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Stock Split.
|
|
•
|
|
each two-to-five shares of our common stock owned by a stockholder (depending on the Reverse Stock Split ratio selected by the board of directors), will be combined into one new share of our common stock;
|
|
•
|
|
no fractional shares of common stock will be issued in connection with any Reverse Stock Split; instead, holders of common stock who would otherwise receive a fractional share of common stock pursuant to the Reverse Stock Split will be rounded up to the next whole share as explained more fully below;
|
|
•
|
|
based upon the Reverse Stock Split ratio selected by the board of directors, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants (if any), which will result in a proportional decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants; and
|
|
•
|
|
the number of shares then reserved for issuance under our equity compensation plans will be reduced proportionately based upon the Reverse Stock Split ratio selected by the board of directors.
|
|
June 4,
2018 |
1-for-2
|
1-for-3
|
1-for-4
|
1-for-5
|
|||||||||||||||
Number of outstanding shares of common stock
|
34,471,347
|
17,235,674
|
11,490,449
|
8,617,837
|
6,894,270
|
|||||||||||||||
Number of shares of common stock reserved for issuance upon exercise of outstanding stock options and warrants *
|
63,392,628
|
31,696,314
|
21,130,876
|
15,848,157
|
12,678,526
|
|||||||||||||||
Number of shares of common stock reserved for issuance in connection with future awards under our equity compensation plans *
|
3,501,740
|
1,750,870
|
1,167,247
|
875,435
|
700,348
|
|||||||||||||||
Number of authorized and unreserved shares of common stock not outstanding
|
136,607,372
|
68,303,686
|
45,535,791
|
34,151,843
|
27,321,475
|
*
|
Assumes the approval of Proposal 1 and the implementation of the Sixth Amendment to the 2012 Plan.
|
The board of directors recommends a vote
FOR
the approval of Proposal 2.
|
The board of directors recommends a vote
FOR
the approval of Proposal 3.
|
·
|
to attract and retain the best available personnel for positions of substantial responsibility,
|
·
|
to provide additional incentive to Employees, Directors and Consultants, and
|
·
|
to promote the success of the Company’s business.
|
1 Year BioSig Technologies Chart |
1 Month BioSig Technologies Chart |
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