Item 1.01             Entry into a Material Definitive Agreement

On January 25, 2023, BioSig Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and accredited investors (the "Investors"), pursuant to which the Company sold to the Investors an aggregate of 196,872 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock") at a purchase price of $0.8127 per share, and warrants (the "Warrants") to purchase up to 98,436 shares of Common Stock (the "Warrant Shares" and together with the Shares and Warrants, the "Securities"), at an exercise price of $0.7502 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for aggregate consideration of $159,997.87. The Securities were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.

The Purchase Agreement contains representations and warranties of the Company and the Investors that are typical for transactions of this type. The Purchase Agreement also contains covenants on the part of the Company that are typical for transactions of this type.

The foregoing summaries of the Purchase Agreement and the Warrants are not complete and are qualified in its entirety by reference to the full text of the form of the Purchase Agreement and the Warrants attached hereto as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the "Report").




Item 3.02       Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Report in relation to the Securities is incorporated herein by reference.




Item 9.01             Financial Statements and Exhibits.



(d) Exhibits



Exhibit Number   Description
4.1                Form of Warrant
10.1               Form of Securities Purchase Agreement
104              Cover Page Interactive Data File (formatted as Inline XBRL)

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