SecProbe.io

February  10, 2014

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

Re: BioSig Technologies, Inc.
Amendment No. 3  to Registration Statement on Form S -1
Filed January  21, 2014
  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 c omments apply to your facts and
circumstances or do not believe an amendment is appropriate, 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.

Overview, page 1

1. Please highlight in your prospectus summary the arbitration claim by your former CEO,
making clear the magnitude of the claim and the significance of the technology at issue.
Please also provide us wi th a copy of Mr. Drachman’s arbitration claim and any response
you have made to the arbitrator.

2. With a view to disclosure, please also explain to us, if known, why Dr. Drakulic  left his
positions  with the company.

Upon becoming a publicly -reporting compa ny…, page 13

3. Please  tell us why you revised the final sentence on page 13 to indicate that review and
evaluation first would be requi red for fiscal year ended December 31, 2015 rather than
December 31, 2014.

Kenneth Londoner
BioSig Technologies, Inc.
February  10, 2014
Page 2

Business, page 22

4. Please refer to prior comment 2, which references comment 17 to our letter dated August
16, 2013 .  In light of the disclosures that you have added to this section  subsequent to the
September 11, 2013 response letter, please tell us whether you have commissioned any of
the data disclosed in this section or elsewhere in the  prospectus.

Technology and Development Plan , page 28

5. We note your revised disclosure on pages 27, 28 and 29 concerning the status of your
animal study.  Please balance your disclosure about your development plan on page 28 to
include information regarding your previously anticipated timing, the reasons for t he
delay, and information regarding why you r previous study that was “underway” is no
longer occurring.  Also, expand appropriate risk factors that address potential delays to
include information regarding the actual delays you have experience d.

Patents , page 30

6. Your disclosure in the prior amendment indicates that you expected Dr. Drakulic  to
assign the patent applications to you.  Accordingly, please disclose whether he assigned
the October 2013 or December 2013 applications to you.  Please also provide us with
copies of the applications.

7. Based on your response to prior comment 4, it is u nclear how the patent application that
you are preparing will differ for your December 2013 patent application.  Please advise.
Also, please revise to disclose the nature and importance of the patent application that
you are preparing, or explain why disc losure is not material to investors.

8. Please revise to clarify the effect of the patent applications that you disclose so that
investors who may not be experts in your industry can understand their significance  to
your business.  From your revised disclosu re, it should be clear what product capabilities
that you disclose in this prospectus would be lost if you were to transfer ownership of the
application as you mention in the last sentence of the first paragraph of this section.

Executive Officers and D irectors, page 33

9. Refer to prior comment 5.  Please disclose the name and principal business of any
organization that employed Mr. Chaussy as a consultant during the past five years.

Summary Compensation Table, page 36

10. Please disclose the material ter ms of the stock award reflected in the table.  For example,
what was the number of shares a warded?

Kenneth Londoner
BioSig Technologies, Inc.
February  10, 2014
Page 3

11. Please provide us your analysis of why the stock options that you say on page 37 were
rescinded  need not be included in this table.  Cite in your response al l authority on which
you rely.

2012 Equity Incentive Plan, page 38

12. Please reconcile your revisions in response to prior comment 6 with the information in
exhibit 10.1 to this registration stat ement.

Security Ownership, page 39

13. Please identify in this section the natural person or persons who exercise the sole or
shared  voting and/or dispositive powers with respect to the shares held in the name of the
legal ent ities identified in the table.

Selling Stockholders, page 43

14. Please balance your disclosure in the first paragraph about the amount that the selling
stockholders  paid for the offered securities with disclosure of the liquidated damages they
will receive due to the November 22, 2013 dea dline that you mention on page 59.

15. Please reconcile your disclosure in footnote 134 with the warrant issuances referenced in
schedule 3.1(g) and 3.1(r) to exhibit 10.24.

Rule 144 Shares, page 54

16. With a view toward balancing your disclosure added in re sponse to prior comment 8,
please tell us whether there are dates in the future when material portions of your
securities will have satisfied the holding period requirements of Rule 144.  Identify for us
each such date and the number of securities that will satisfy the holding period as of that
date.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

Kenneth Londoner
BioSig Technologies, Inc.
February  10, 2014
Page 4

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their  respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

You may contact Praveen Kartholy at (202) 551 -3778 or Gary Todd at (202) 551 -3605 if
you have questions regarding comments on the financial statements and related m atters.  Please
contact Joseph  McCann  at (202) 551 -6262  or me at (20 2) 551 -3617  with any other questions.

Sincerely,

  /s/ Russell Mancuso

 Russell Mancuso
Branch Chief

cc (via e-mail) : Ric k A. Werner , Esq.