Correspondence 0001493152-24-028858 from BioSig Technologies, Inc. (BSGM) (CIK 0001530766) (STEX)
BioSig Technologies, Inc. (BSGM) (CIK 0001530766)
Date: July 23, 2024 · CIK: 0001530766 · Accession: 0001493152-24-028858
AI Filing Summary & Sentiment
File numbers found in text: 333-280525
Referenced dates: July 11, 2024
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CORRESP
1
filename1.htm
BioSig
Technologies, Inc.
12424 Wilshire Blvd Suite 745
Los Angeles, CA 90025
July
23, 2024
VIA
EDGAR
Division
of Corporation Finance
Office
of Industrial Applications and Services
United
States Securities and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Aja
Eiden
Katherine
Bagley
Re:
BioSig
Technologies, Inc.
Registration
Statement on Form S-1
Filed
June 27, 2024
File
No. 333-280525
Ladies
and Gentlemen:
On
behalf of BioSig Technologies, Inc., a Delaware corporation (the “Company”), we are transmitting this letter
in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission contained
in its letter dated July 11, 2024, relating to the Company’s above referenced Registration Statement on Form S-1 publicly filed
on June 27, 2024 (the “Registration Statement”). We are submitting this letter via EDGAR and have publicly
filed Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”), which has been revised
to address the Staff’s comments. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s
letter and are followed by the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in Amendment No. 1.
Cover
Page
1.
You
disclose on your cover page and in your plan of distribution that the selling stockholders may offer shares at “prevailing
market prices.” You also disclose that your common stock trades on the OTC Markets’ Pink Current Information tier. Please
note that an at-the-market resale offering under Rule 415 is not available for registrants quoted on the OTC Pink marketplace, because
the OTC Pink marketplace is not an established trading market for purposes of satisfying Item 501(b)(3) of Regulation S-K. Please
revise your prospectus to disclose a fixed price at which the selling shareholders will offer and sell their shares until your shares
are listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may be sold
at prevailing market prices.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has amended its disclosure in
Amendment No.1 to reflect that the Company’s common stock is now quoted on the OTCQB.
Risk
Factors, page 5
2.
Please
revise your filing to include a risk factor describing any risks related to your shares being quoted on the OTC Pink marketplace.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s common
stock is now quoted on the OTCQB.
Exhibits
3.
Please
file as an exhibit or incorporate by reference to your Engagement Letter with H.C. Wainwright. Update your exhibit index accordingly.
Response:
The Company acknowledges the Staff’s comment and, in response to the Staff’s comment, has filed the Engagement Letter with
H.C. Wainwright as Exhibit 10.26 of Amendment No.1.
We
hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly
as possible. If you have any questions related to this letter, please contact Barrett DiPaolo (by telephone at (646)-810-2173 or by email
at bdipaolo@srfc.law), Avital Perlman (by telephone at (212)-930-9700 or by email at aperlman@srfc.law) or Christian Lichtenberger (by
telephone at (646)-810-0591 or by email at clichtenberger@srfc.law) of Sichenzia Ross Ference Carmel LLP.
Sincerely,
BIOSIG
TECHNOLOGIES, INC.
/s/
Anthony Amato
Name:
Anthony Amato
Title:
Chief Executive Officer
cc:
Barrett
DiPaolo
Avital
Perlman
Christian
Lichtenberger
Sichenzia
Ross Ference Carmel LLP