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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

Date
July 23, 2024
Author
BIOSIG
Form
CORRESP
Company
BioSig Technologies, Inc. (BSGM) (CIK 0001530766)

Letter

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

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.

Show Raw Text
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