SecProbe.io

August 16, 2013

Via E -mail
Kenneth Londoner
Chairman and Chief Executive Officer
BioSig Technologies, Inc.
12424 Wilshire Boulevard, Suite 745
Los Angeles, CA 90025

Re: BioSig Technologies, Inc.
Registration Statement on Form S -1
Filed July 22, 2013
  File No. 333 -190080

Dear Mr. Londoner :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Form S -1 Facing Page

1. We note your reference to recapitalizations in footnote 1.  Please revise to reflect the
language of Rule 416.

2. Please identify the subsection of Rule 457 of Regulation C you used to calculate your
registration fee , and explain why you have referred to th e price at which the shares are
being offered as “estimated” when it is fixed.

Prospectus

3. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please:
 Disclose that you are an emerging growt h company;
 Describe how and when a company may lose emerging growth company status;

Kenneth Londoner
BioSig Technologies, Inc.
August 16, 2013
Page 2

  Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Please state in your
risk factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective
dates.  Include a similar statement in your critical accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, ple ase
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer th at is
participating or will participate in your offering.

4. In an appropriate section of your prospectus, please describe the various factors
considered in determining the $2.09 offering price as required by Regulation S -K Item
505.

5. In an appropriate s ection of your prospectus, please disclose clearly your net tangible
book value per share.   See Regulation S -K Item 506.

Prospectus Cover

6. It is unclear what you mean by “until a market develops” in the first sentence of the
second paragraph.  We note yo ur reference to the OTC Bulletin Board later in that
paragraph.  If you mean that the selling shareholders will sell at a price of $2.09 per share
until your shares are quoted on the OTC Bulletin Board and thereafter at prevailing
market prices or privatel y negotiated prices, please revise to clarify.  Please also revise
your “Offering Price” disclosure on page 1 and “Plan of Distribution” disclosure
beginning on page 51 accordingly.

Kenneth Londoner
BioSig Technologies, Inc.
August 16, 2013
Page 3

Risk Factors, page 2

7. Please tell us whether you intend to register you  common stock under Section 12(g) of
the Exchange Act before this Form S -1 is effective.  If you do not intend to register you r
common stock under Section 12(g), please add a risk factor to explain the effect of the
automatic reporting suspension in Section  15(d) of the Exchange Act as well as the
inapplicability of the proxy rules and Section 16 of the Exchange Act.

8. Please add a risk factor to explain  clearly  the effect on common stockholders of the anti -
dilution provisions in you r other outstanding securities.  Highlight in the risk factor the
extent to which you historically have reduced the original conversion or ex ercise prices
of outstanding securities.

Special Note, page 14

9. Please clarify your statement that your disclosure “may not be accurate indications  . . .”
You should not include disclosure in your filing that you do not believe is accurate.

Use of Proceeds, page 15

10. Because you have not registered the exercise of the warrants, please relocate your
discussion of the use of the exercise proceeds from here and your prospectus cover to
remove any implication that those funds are proceeds from the regist ered offering.

Results of Operations, page 17

11. Please explain the costs associated with the “beneficial conversion feature” of your Series
C Preferred Stock described in the third paragraph on p age 18.

General and Administrative Expenses, page 18

12. Your discussion of the change in general and administrative expenses does not explain a
significant portion of the increase.   Please provide  a more complete discussion .

Liquidity and Capital Resources,  page 19

13. Please include a discussion of the effect on your liquidity of your obliga tions to the
holders of your Series C Preferred stock.

Kenneth Londoner
BioSig Technologies, Inc.
August 16, 2013
Page 4

 Overview, page 21

14. Please file the consent of the representatives mentioned in the last sentence of the first
paragraph on page 22 to your use of their opinion regarding the “positive results” in  this
prospectus.

15. Please  reconcile your statement in the second paragraph on page 22 that ablation is
becoming the first line of therapy for patients with arrhythmias with  your statement in the
second paragraph on page 24 that many physicians do not perform ablations because it
has not been accepted as standard procedure.

16. Please describe the material terms of the relationships mentioned in the first paragraph on
page 22,  the last bullet point on page 22,  and under the caption “S trategic Alliances” on
page 27.   Include the material obligations of the parties, the nature of the collaboration,
when the relationship began, when the agreements expire, material termination
provisions, and material compensation arrangements.  Also clarify whether the
relationships are continuous and ongoing.  File the agreements governing the
relationships as exhibits to your registration statement.

Our Industry, page 23

17. Please tell us how you determined that you have included the most recent data in your
prospectus.  We note for example your reference to 1999 and 2002 data at the top of page
24.  Also tell us whether you commissioned any of the data disclosed in this sect ion or
elsewhere in your prospectus.

Our Products, page 25

18. Please clarify whether your proposed product is intended to be used in addition to
existing hardware and software or as a replacement for existing hardware and software.
If a replacement, plea se clarify what it is intended to replace and how you have or will
obtain rights to the required intellectual property to perform the functions of the products
that will be replaced.

Initial Analysis, page 26

19. Please clarify what you mean by “baseline w ander” and “notch filter.”

20. Disclose the criteria that you used to determine that the change was “significant” as you
mention in the second paragraph.

21. Refer to the first picture on page 26.  Please tell us whether the recording from the
“competitive” system represents the typical recording that current systems provide .  Also,
clarify what you mean by “ABLd. ”

Kenneth Londoner
BioSig Technologies, Inc.
August 16, 2013
Page 5

22. Please clarify how the last picture on page 26 demonstrates “confidence indexes.”

Competition, page 27

23. Please provide us support for your statement about the “main reasons” in the paragraph
following the list of bullet points in this section.

Suppliers, page 28

24. We note your disclosure that you are building your proposed product from supplies that
are ava ilable from others.  However, in the last paragraph on page 25, you disclose that
your system involves proprietary hardware, software and algorithms.  Please clarify what
is proprietary about your proposed product and how your supply arrangements are
consi stent with the claimed proprietary  nature of the proposed product .

Intellectual Property, page 28

25. With a view toward clarified disclosure regarding your rights to the potential product you
describe, please tell us who conceived of the  proprietary elements of your  proposed
product , when this occurred, and how you have rights to that person’s concepts.

Government Regulation, page 28

26. Please clarify the basis for your believe that your proposed product will be classified as a
Class II device.  Disclose the implications for the length of the regulatory clearance
process and the nature and extent of required studies if your belief is inco rrect; add any
material risk factors.  In this regard, it is unclear what you mean by the term “nominally”
in the context of the last sentence of the first paragraph under the heading “510(k)
Clearance Process” on page 29 and  whether you believe your devi ce may fall into the
category of significantly different devices that must go through the pre -market approval
process.

27. Please provide us the basis for your statement regarding the length  of time  that the 501(k)
clearance process “usually takes.”   In this regard, please tell us why you believe  that it is
reasonable to represent to investors that you can complete trials in the fourth quarter of
2014 and obtain F DA marketing clearance  by the end of 2014 as you disclose on page 27.

Executive Officers and Directors, page 31

28. Please disclose all information required by Regulation S -K Item 401(e)(2).  For example,
we note Mr. Londoner’s role with chatAND , Inc.

Kenneth Londoner
BioSig Technologies, Inc.
August 16, 2013
Page 6

 29. If Mr. Londoner’s relationship with NewCardio extended beyond December 2007, please
clarify yo ur disclosure.  Also if NewCardio or other entities named in this section had or
were developing  products involving electrophysiology studies, please clarify your
disclosure accordingly.

30. Please include the information required by Regulation S -K Ite m 401 regarding the
principal financial officer that you identify on the Signatures page of this Form S -1.

31. Refer to the award s mentioned in the last paragraph on page 31 .  With a view  toward
clarified disclosure, please tell us the criteria for selecting the award recipient, whether
others also received the award s, and whether any consideration was provided  to enter the
contest or receive the award.

32. Please tell us the public m edical device company on which Dr. Drakulic served as a
member of the board of directors  as suggested by the least sentence on page 31.

Executive Compensation, page 34

33. Please reconcile the 2011 CEO compensation in the table with your disclosure on page 18
regarding the CEO having waived compensation prior to 2012.

34. Please disclose when you granted the options mentioned in the first table on page 35.

35. Refer to your disclosure on page F -10 regarding shares issued for services provided by
founders.  Please provide us your analysis of whether those transactions should be
reported in your Summary Compensation Table or in the disclosure required by
Regulation S -K item 404.

Director Compensation, page 35

36. The first sentence of footnote 1 appears to indicate that the information in your table
differs from the grant date fair value disclosure required by Regulation S -K Item
402(r)(2)(iv).  Please clarify.  In this regard:
 please tell us why the compensation explained in footnote (5) is not reported in a
“Stock Awards” column of the table complying with Item 402(r)(2)(iii).
 please see Regulation S -K Item 402(n)(2)(v) and Instruction 1 to Item 402(n)(2)(v),
and revi se your table and footnotes on page 34 accordingly.

Security Ownership of Certain Beneficial Owners, page 36

37.  Please tell us why the entity holding 3,606,250 shares mentioned in footnotes (4) and
(12) is not named and included in the table as a beneficial owner of more than 5% of a
class of your voting securities.

Kenneth Londoner
BioSig Technologies, Inc.
August 16, 2013
Page 7

 Selling Stockholders, page 38

38. Refer  to the last sent ence of the second paragraph in this section.  Given that you are not
eligible to rely on Rule 430B(b), please tell us the authority on which you rely to include
additional selling stockholders in supplements or amendments .

39. Please disclose when the sellin g stockholders acquired the preferred stock and warrants
related to the offered shares.  Also disclose the amount that the selling stockholders paid
for those preferred shares and warrants, and any changes to the exercise and conversion
prices since you is sued the securities.

40. If selling stockholders participated in financings during the past three years other than the
transaction in which they acquired the preferred stock and warrants related to the offered
shares, please disclose the nature and extent o f that participation.  Include the amount the
selling shareholders paid per $5000 preferred share.

41. Please provide us your analysis of whether this offering is on behalf of the issuer.  Please
refer to the Division of Corporation Finance’s Securities Act Rules Compliance and
Disclosure Interpretation 612.09 available on the Commission’s web site.

42. For s tockholders identified in both the tab le in this section and the table on page 37, the
disclosed beneficial ownership should be the same in both tables.  We note for example
the difference in the beneficial ownership disclosed for Jonathan Steinhouse.

43. With a vie w toward clarified disclosure, please tell us whether any offered shares relate
to dividends paid or payable on the preferred stock.  Also, please tell us how you
determined the number of shares to register for sale, showing your calculations.

44. Please disclose  Alpha Capital Anstalt’s right s under its agreements  with you, including
its right  to expense reimbursement  mentioned in exhibit 10.5 .

Related  Party Transactions, page 44

45. Please file as exhibits to your registration statement the agreements mentioned in this
section.

46. Please describe the indemnity  agreement you have entered into with director Seth
Fischer.

47. Please quantify the interest rate on the November 21, 2012 note.  Also disclose the
amount of interest paid to related persons on that note and the bridge notes.

48. Please tell us why this section does not address the related party advances  mentioned on
pages F -3 and F -22.

Kenneth Londoner
BioSig Technologies, Inc.
August 16, 2013
Page 8

Description of Securities, page 44

49. If the preferred stock will convert into comm