BioSig Tech. (BSGM) & Electrophysiology Sector - Resounding approval of all directors and proposals by the shareholders/owners of the company - BioSig Tech. (BSGM) & Electrophysiology Sector - InvestorVillage
BioSig Tech. (BSGM) & Electrophysiology Sector
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Msg  1194 of 1296  at  6/30/2020 11:46:06 AM  by

Rob Cos


Resounding approval of all directors and proposals by the shareholders/owners of the company

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Eighth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan

On June 26, 2020, BioSig Technologies, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders approved the Eighth Amendment (the “2012 Plan 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 the 2012 Plan by an additional 2,500,000 shares, to a total of 11,974,450 shares of the Company’s common stock.

Election of Nine Directors

As previously reported in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2020 (the “2020 Proxy”), the terms of the Company’s nine directors were scheduled to expire at the Annual Meeting, and the Company’s board of directors (the “Board”) nominated each of them for re-election at the Annual Meeting.

At the Annual Meeting, Kenneth L. Londoner, Jeffrey F. O’Donnell, Sr., Andrew L. Filler, David Weild IV, Patrick J. Gallagher, Donald E. Foley, Dr. Jerome B. Zeldis, M.D., Ph.D., Samuel E. Navarro, and Martha Pease were elected as directors of the Board to serve for a term expiring at the Company’s 2021 annual meeting of stockholders.

For more information about the matters above, see the Company’s 2020 Proxy, the relevant portions of which are incorporated herein by reference. The description of the 2012 Plan Amendment above and such portions of the 2020 Proxy are qualified in their entirety by reference to the full text of the 2012 Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting, the following two proposals were submitted to the Company’s stockholders:

(1)

Election of nine directors to serve until the Company’s 2021 annual meeting of stockholders or until their successors have been duly elected and qualified, for which the following were the nominees: Kenneth L. Londoner, Jeffrey F. O’Donnell, Sr., Andrew L. Filler, David Weild IV, Patrick J. Gallagher, Donald E. Foley, Dr. Jerome B. Zeldis, M.D., Ph.D., Samuel E. Navarro, and Martha Pease.

(2)

Approval of 2012 Plan Amendment to increase the number of shares of common stock available for issuance pursuant to awards under the 2012 Plan by an additional 2,500,000 shares, to a total of 11,974,450 shares of the Company’s common stock.


For more information about the foregoing proposals, see the Company’s 2020 Proxy. Holders of the Company’s common stock were entitled to one vote per share, totaling to 26,109,110 votes, and certain holders of the Company’s Series C Convertible Preferred Stock, subject to the beneficial ownership limitation pursuant to the terms of such preferred stock as set forth in the certificate of designation for such preferred stock, were entitled to an aggregate of 36,973 votes. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

(1)

Each of the following nominees for director received the number of votes set forth opposite his or her name, constituting in each case a plurality of the votes cast at the Annual Meeting for the election of such director to serve for a term of one year or until his or her successor is duly elected and qualified:

Nominee

Votes For

Votes Withheld

Kenneth L. Londoner

13,722,856

139,288

Jeffrey F. O’Donnell, Sr.

13,320,224

541,920

Andrew L. Filler

13,433,744

428,400

David Weild IV

13,202,540

659,604

Patrick J. Gallagher

13,321,292

540,852

Donald E. Foley

13,754,926

107,218

Dr. Jerome B. Zeldis, M.D., Ph.D.

13,461,254

400,890

Samuel E. Navarro

13,730,094

132,050

Martha Pease

13,773,045

89,099

(2)

Approval of the 2012 Plan Amendment:

For

Against

Abstain

Broker Non-Votes

12,412,621

1,339,106

110,417

N/A

Item 8.01 Other Events

On June 29, 2020, the Company issued a press release announcing the closing of the previously reported registered direct offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1

Eighth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan

99.1

Press Release, dated June 29, 2020


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.

BIOSIG TECHNOLOGIES, INC.

Date: June 30, 2020

By:

/s/ Kenneth L. Londoner

Name: Kenneth L. Londoner

Title: Chairman and Chief Executive Officer


Exhibit 10.1

EIGHTH AMENDMENT

TO THE

BIOSIG TECHNOLOGIES, INC.2012 EQUITY INCENTIVE PLAN

This EIGHTH AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN (this “Amendment”), effective as of June 26, 2020, is made and entered into by BioSig Technologies, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the BioSig Technologies, Inc. 2012 Equity Incentive Plan (the “Plan”).

RECITALS

WHEREAS, Section 18 of the Plan provides that the Board may amend the Plan at any time; and

WHEREAS, the Board desires to amend the Plan, to increase the number of shares of Common Stock that may be delivered pursuant to Awards under the Plan by an additional two million five hundred thousand shares (2,500,000).

NOW, THEREFORE, in accordance with Section 18 of the Plan, the Company hereby amends the Plan as follows:

1. Section 3(a) of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 3(a):

(a) Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 11,974,450 Shares, plus (i) any Shares that, as of the date of stockholder approval of this Plan, have been reserved but not issued pursuant to any awards granted under the BioSig Technologies, Inc. 2011 Long-Term Incentive Plan (the “2011 Plan”) and are not subject to any awards granted thereunder, and (ii) any Shares subject to stock options or similar awards granted under the 2011 Plan that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the 2011 Plan that are forfeited to or repurchased by the Company, with the maximum number of Shares to be added to the Plan pursuant to clauses (i) and (ii) equal to 1,500,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

2. Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

[Remainder of Page Intentionally Left Blank;

Signature Page Follows.]


IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.

BIOSIG TECHNOLOGIES, INC.

By: /s/ Kenneth L. Londoner

Name: Kenneth L. Londoner

Title: Chairman and Chief Executive Officer



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