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): April 28, 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 Westport, Connecticut | | 06880 |
| (Address of principal executive offices) | | (Zip Code) |
(203) 409-5444
(Registrant’s telephone number, including area code)
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N/A
(Former name or former address, if changed since last report)
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2022, Samuel E. Navarro resigned from the board of directors (the “Board”) of BioSig Technologies, Inc. (the “Company”). Mr. Navarro’s resignation was not the result of any disagreement regarding any matter relating to the Company’s operations, policies, or practices.
On May 2, 2022, James Klein was appointed to the Board, effective as of the same date, to fill the vacancy on the Board as a result of Mr. Navarro’s resignation, to serve as a director of the Board for a term expiring at the 2022 annual meeting of the Company’s stockholders, or until his successor is duly elected and qualified, or his earlier death, resignation or removal. For Mr. Klein’s service on the Board, Mr. Klein will receive compensation consistent with market practices of similarly situated companies that is consistent with the Company’s non-employee director compensation policy as may be then in effect. In addition, Mr. Klein was granted 50,000 nonqualified stock options with a term of ten years, 50% of which vested immediately upon Mr. Klein’s acceptance of the Board’s offer of employment and 50% of which shall vest on the first anniversary of his appointment, provided Mr. Klein is still serving as a director on such date.
Mr. Klein has more than 30 years of experience in the semi-conductor industry. He recently retired from Qorvo (previously TriQuint) where he was the President of Infrastructure and Defense Products (IDP) from 2015-2021 and prior to that the Vice President and General Manager of IDP from 2011-2015. Mr. Klein was also the president of Qorvo Biotechnologies from 2020-2021. Mr. Klein spent the early part of his career at Texas Instruments (1988-1997) and Raytheon (1997-2011) - most of this part of his career was focused on the development and deployment of advanced semi-conductor technologies. Mr. Klein has both a B.S. and M.S. in electrical engineering from Texas A&M University.
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.
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BIOSIG TECHNOLOGIES, INC.
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Date: May 2, 2022
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By: /s/ Kenneth L. Londoner
Name: Kenneth L. Londoner
Title: Executive Chairman
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0001530766
0001530766
2022-04-28
2022-04-28