- Rights Agreement designed to assure stockholders
receive fair and equal treatment in the event of any proposed
takeover
- Provides a guard against tactics to gain control of the
Company without paying stockholders a market premium for that
control
BioSig Technologies, Inc. (NASDAQ: BSGM) (“BioSig” or the
“Company”), a medical technology company commercializing 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 its Board of Directors
had adopted a stockholder Rights Agreement (the “Rights
Agreement”).
Due to recent developments, The Board of Directors believes that
the current trading price of Common Stock is not reflective of the
Company’s intrinsic or long-term value. The Rights Agreement
designed to assure that all of the Company’s stockholders receive
fair and equal treatment in the event of any proposed takeover of
the Company and to guard against tactics to gain control of the
Company without paying all stockholders a market premium for that
control. The rights will not prevent a takeover; however,
they should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover,
facilitating the Board’s ability to fulfill its fiduciary duties to
its stockholders by providing the Board with sufficient time to
make informed judgments about attempts to take over the
Company. The Rights Agreement applies equally to all current
and future stockholders.
The Rights Agreement has a duration of one year, expiring July
9, 2021, and is similar to those adopted by many other public
companies. It creates a dividend of one right for each
outstanding share of the Company’s Common Stock, with the
distribution of rights being made to stockholders of record as of
July 26, 2020. The rights are represented by and traded with
the Company’s Common Stock. Initially, there will be no
separate certificates or market for the rights.
The rights do not separate from the Common Stock unless one or
both of the following conditions are met: a public
announcement that a person or group becomes the beneficial owner of
12% or more of the Company’s outstanding Common Stock (including in
the form of synthetic ownership through derivative positions) (such
person, an “Acquiring Person”), or a tender or exchange offer is
made which, if completed, would result in the bidder becoming an
Acquiring Person.
Should either of the aforementioned conditions be met and the
rights become exercisable, each right will entitle the holder
thereof to buy 1/1,000th of a share of the Company’s Series F
Junior Participating Preferred Stock at an exercise price of
$50.00. Each fractional share of the Series F Junior
Participating Preferred Stock will essentially be the economic
equivalent of one share of Common Stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a
right, other than rights beneficially owned by the Acquiring Person
(which will become void), will have the right to purchase, at the
right’s exercise price, a number of shares of the Company’s Common
Stock (or equivalent securities) having a market value of twice the
right’s exercise price.
The rights may be redeemed by the Company for $0.001 per right
at any time until the first public announcement of the acquisition
of beneficial ownership of 12% of the Company’s Common Stock.
This announcement is a summary only and is qualified by
reference to the full text of the Rights Agreement. The
Company will file a Form 8-K and Form 8-A with the United States
Securities and Exchange Commission that will contain additional
information regarding the terms and conditions of the Rights
Agreement.
BioSig’s Board of Directors recently voted to delay the
ViralClear S-1 filing until the Company receives the results of the
Phase II clinical trial for merimepodib, a potential treatment for
COVID-19. The trial is currently conducted at four clinical sites,
and its results are expected in late summer. The Board
believes that a number of strategic options will be available to
the Company upon completion of Phase II clinical trial, including
the proposed spin-out and other potential value-creating events.
The recent addition of Mr. Anthony Zook to the BioSig Board brings
industry expertise and senior leadership to the ViralClear division
to complement the strong drug development experience of its
management team. Following this decision, the ViralClear Board has
been disbanded. It can be reassembled at the discretion of the
BioSig Board of Directors, which allows for streamlined decision
making and effective execution of milestones. BioSig is in
discussions to retain ViralClear Board members as strategic
advisors to BioSig Technologies, Inc.
About BioSig Technologies BioSig Technologies
is a medical technology company commercializing a proprietary
biomedical signal processing platform designed to improve signal
fidelity and uncover the full range of ECG and intra-cardiac
signals (www.biosig.com).
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.
About Viral Clear Pharmaceuticals and Merimepodib
(MMPD) BioSig’s subsidiary, ViralClear Pharmaceuticals,
Inc., is seeking to develop a novel pharmaceutical called
merimepodib to treat patients with COVID-19. Merimepodib is
intended to be orally administered, and has demonstrated
broad-spectrum in vitro antiviral activity, including strong
activity against SARS-CoV-2 in cell cultures. Merimepodib was
previously in development as a treatment for chronic hepatitis C
and psoriasis by Vertex Pharmaceuticals Incorporated (Vertex), with
12 clinical trials (7 in phase 1 and 5 in phase 2) with over 400
subjects and patients and an extensive preclinical safety, package
was completed. A manuscript titled, “The IMPDH inhibitor
merimepodib provided in combination with the adenosine analog
remdesivir reduces SARS-CoV-2 replication to undetectable levels in
vitro”, was submitted to an online peer-reviewed life sciences
journal. This manuscript is authored by Natalya Bukreyeva, Rachel
A. Sattler, Emily K. Mantlo, John T. Manning, Cheng Huang and
Slobodan Paessler of the UTMB Galveston National Laboratory and Dr.
Jerome Zeldis of ViralClear Pharmaceuticals, Inc. (“ViralClear”) as
a corresponding author. This article highlights preclinical data
generated under contract with Galveston National Laboratory at The
University of Texas Medical Branch.
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) the geographic, social and
economic impact of COVID-19 on our ability to conduct our business
and raise capital in the future when needed, (ii) our inability to
manufacture our products and product candidates on a commercial
scale on our own, or in collaboration with third parties; (iii)
difficulties in obtaining financing on commercially reasonable
terms; (iv) changes in the size and nature of our competition; (v)
loss of one or more key executives or scientists; and (vi)
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.
Andrew Ballou
BioSig Technologies, Inc.
Vice President, Investor Relations
54 Wilton Road, 2nd floor
Westport, CT 06880
aballou@biosigtech.com
203-409-5444, x133
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