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SEC Company Response from Streamex (STEX) — Jan 20, 2026

Streamex Corp.
Date: Jan. 20, 2026 · CIK: 0001530766 · Accession: 0001493152-26-002812

AI Filing Summary & Sentiment

File numbers found in text: 001-38659

Referenced dates: December 22, 2025

Date
December 22, 2025
Author
Ferdinand Groenewald
Form
CORRESP
Company
Streamex Corp.

Letter

Division of Corporation Finance Office of Industrial Applications and Services Re: Streamex Corp. Form 10-K filed April 15, 2025 Form 10-Q filed November 14, 2025 File No. 001-38659

Dear Ms. Baker and Mr. O'Brien:

Streamex Corp. Inc. (f/k/a BioSig Technologies Inc.) (the "Company", "we", "our") is pleased to respond to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") contained in your letter dated December 22, 2025. For clarity in this response letter, references to "BioSig" refer to the Company prior to the May 2025 closing (i.e., the legal registrant under its former name), and references to "Streamex" refer to Streamex Exchange Corporation, the acquired operating entity. For ease of reference, the comment contained in your letter are repeated in italics below and followed by the Company's response. We welcome further conversation and guidance from the Staff on these topics.

Form 10-Q for the nine months ended September 30, 2025

Financial Statements

Note 13 - Business Combination, page 25

1. BioSig Technologies, Inc. issued equity instruments in exchange for all of the issued and outstanding shares of Streamex Exchange Corporation. Prior to the transaction, BioSig Technologies had nominal operations and nominal assets. After shareholder approval, the Streamex Shareholders would become entitled to receive, together with the initial issuance of 19.99% of the outstanding BioSig Shares on a pre-transaction basis, an aggregate total number of BioSig Shares equal to 75% of the fully diluted shares of the BioSig Shares outstanding as of the date of the Share Purchase Agreement. This transaction appears to be a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to the issuance of stock by Streamex for the net monetary assets of BioSig, accompanied by a recapitalization. The accounting is consistent with that resulting from a reverse acquisition, except no goodwill or other intangible asset should be recorded. Please tell us how you considered these factors in determining the accounting for the transaction.

Accounting Summary

Variable Interest Model Considerations:

Management evaluated the transaction under ASC 810 and concluded Streamex is a variable interest entity ("VIE") and BioSig is the primary beneficiary as of closing. Accordingly, BioSig obtained the controlling financial interest at closing and is identified as the accounting acquirer, pursuant to the existing guidance in ASC 805-10-25-5, including the Glossary definition of Acquirer in ASC 805-10-20. This conclusion is driven by Streamex's insufficient equity at risk and the governance and decision-making structure in place at closing, including limitations on former Streamex shareholders' substantive voting rights due to the Nasdaq 19.99% cap pending the Parent Stockholder Matters, as defined in the Share Purchase Agreement. BioSig is the primary beneficiary of Streamex because it has (a) the power to direct the activities that most significantly impact Streamex's economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant. We are not yet required to adopt, nor have we adopted, the guidance in ASU 2025-03.

Although Streamex is subject to consolidation as a VIE under the Variable Interest Entities subsection of ASC 810, we still considered whether the results of our accounting acquirer analysis would have been different had we applied the voting interest model or weighed the accounting acquirer criteria enumerated in ASC 805-40-55-12. We determined that our conclusion would be the same in either case principally due to the fact that (i) the Exchangeable Shares we issued as merger consideration limited the former equity holders of Streamex to a maximum 19.99% voting interest in the combined entity, and (ii) there were no voting arrangements in place and therefore no guarantee as to whether our stockholders would approve our proposal to amend our articles of incorporation, which was required in order to raise the former Streamex shareholders level of interest from 19.99% to 75% of the combined entity. If such approval was never obtained, the former equity holders of Streamex would permanently have no more than a 19.99% voting interest in the combined entity with no other substantive rights, which was a risk that the Streamex shareholders assumed at closing.

Further to the above, no individual stockholder or organized group of legacy BioSig Technologies Inc. stockholders' interests were large enough to influence the outcome of our stockholder vote. We retained control over the board following the business combination with any change in the composition of the board also conditioned upon stockholder approval. We were the larger of the two entities prior to the business combination with total assets as of March 31, 2025 of approximately $4.4 million, and incurred total operating expenses of approximately $3.0 million for the three months then ended. As of March 31, 2025, Streamex reported total assets of approximately $0.6 million and incurred a net loss of approximately $0.2 million for the three months then ended., Additionally, we paid a substantial premium over the pre-combination fair value of Streamex's equity. The former Chief Executive Officer of Streamex was retained as the CEO of the combined entity; however, this was an at-will employment arrangement in which he reported to the legacy BioSig board.

Supplementally, we wish to inform the Staff that both entities were operating businesses prior to the business combination and as such, we believe we combined two operating companies. In particular, BioSig and Streamex each had ongoing activities and substantive processes prior to closing. Accordingly, the transaction was not the acquisition of net monetary assets accompanied by a recapitalization; rather, it combined two operating companies and resulted in the acquisition of a business as defined in ASC 805.

Determination of Preexisting Business Considerations:

BioSig was a medical device technology company with an advanced digital signal processing technology platform, the PURE EP™ Platform ("PURE EP™"), that delivers insights to electrophysiologists for ablation treatments of cardiovascular arrhythmias. In addition to its core electrophysiology platform activities, BioSig maintained majority-owned subsidiaries established to pursue additional applications of its signal processing technology and related analytics, including ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc., reflecting ongoing development activities beyond PURE EP™. BioSig had also pivoted from a focus on commercial distribution of hardware to the research and development of novel software algorithms, with data collection beginning in December 2023 and continuing thereafter, including efforts aimed at improving the specificity and long-term outcomes of pulsed field ablation. Prior to the transaction, BioSig's owned patent portfolio included 41 issued/allowed utility patents (29 where BioSig is at least one of the applicants) and 30 issued worldwide design patents, and BioSig had 31 additional U.S. and foreign utility patent applications pending (where BioSig, Mayo, or both is at least one of the applicants), as well as one U.S. patent and one pending U.S. application directed to artificial intelligence. BioSig also maintained licenses to 12 issued/allowed patents and 9 additional worldwide utility patent applications from Mayo Foundation for Medical Education and Research that were pending. BioSig is also a public reporting company listed on the Nasdaq Capital Market, evidencing continued compliance and capital markets readiness prior to the transaction. As of March 31, 2025 (as reported in filings made on May 19, 2025), BioSig reported total assets of approximately $4.4 million, including cash of approximately $3.7 million, accounts receivable, investment in leases, patent assets (patents, net), property and equipment, and other assets, and accessed the capital markets through equity financings, including sales of common stock under at-the-market offerings generating net proceeds of approximately $3.9 million to continue to fund the R&D operations. BioSig's operating activities were directed toward revenue generation through the commercialization of its PURE EP™ platform and related signal acquisition, digital signal processing, and analysis capabilities for use during electrophysiology procedures, as well as the development and monetization of its proprietary software algorithms, data analytics, and intellectual property portfolio through commercial arrangements and licensing. Consistent with this operating model, BioSig maintained ongoing research and development efforts, continued data collection initiatives, and active management, defense, and development of its patent portfolio and regulatory-cleared technology platform. Importantly, BioSig intends to continue its historical operations after the transaction, including continued development of its patent portfolio and technology platform and pursuit of monetization pathways. Collectively, these facts demonstrate that BioSig had ongoing operations and substantive assets prior to the transaction.

Streamex was a software and technology company formed in April 2024 focused on tokenized finance and commercializing a blockchain-enabled tokenization platform, including building and integrating platform functionality and blockchain connections, and establishing a legal and compliance framework intended to support issuance and operation of tokenized products. Streamex funded these activities through equity financings, including raising over $1.8 million through private placements. Streamex, had historical revenue of approximately $200 thousand and incurred operating costs associated with platform development, compliance readiness, and corporate overhead, resulting in recurring losses and an accumulated deficit as reflected in its financial statements and related going-concern disclosures. These activities demonstrate that Streamex had inputs (technology and personnel/contractor effort), substantive processes (software development and compliance buildout), and outputs (including revenue-generating activity), and therefore constituted an operating business prior to the transaction.

STREAMEX CORP. (Nasdaq: STEX) 2431 Aloma Ave Ste 243, Winter Park, Florida 32792 www.streamex.com (203) 409-5444 contact@streamex.com

Screen Test Considerations: Management evaluated whether the acquired set met the ASC 805 "screen test" (concentration test) by assessing whether substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets. Based on the preliminary purchase price allocation, the estimated fair value of gross assets acquired was approximately $47.9 million and was comprised primarily of developed technologies (approximately $40.0 million, or 83.52%), a trade name (approximately $5.1 million, or 10.65%), and a legal and compliance framework (approximately $2.4 million, or 5.01%), with the remainder attributable to working capital items. Because no single identifiable asset, nor group of similar identifiable assets, represented 90% or more of the fair value of the gross assets acquired, the screen test was not met. Accordingly, management performed a further evaluation of inputs and substantive processes and concluded that Streamex meets the definition of a business under ASC 805. In performing that evaluation, management also considered that the acquired developed technologies and related legal/compliance framework are expected to support separable revenue streams and cash flows, including (1) a decentralized exchange ("DEX") functionality for trading tokenized assets and (2) a tokenization platform for real-world assets. These capabilities reflect identifiable inputs (developed technology, trade name, compliance/legal framework and an organized workforce), substantive processes (software development, platform integration, and compliance buildout and governance), and outputs (platform usage and transaction activity across the DEX and tokenization offerings). Accordingly, management concluded the acquired set includes inputs and substantive processes that are capable of producing outputs and therefore meets the definition of a business under ASC 805.

Conclusion :

Based on our analysis above, management concluded that BioSig is the accounting acquirer and the transaction is appropriately accounted for as a business combination. Management assessed control and consolidation under the VIE model and also considered whether the transaction should be accounted for as a reverse acquisition/recapitalization. Under the VIE model, Streamex is a VIE and BioSig is the primary beneficiary as of closing; accordingly, BioSig consolidates Streamex. Management also considered whether Streamex could be the accounting acquirer through a reverse acquisition or recapitalization under ASC 805-10-55-12 and concluded, based on the weight of available evidence, that it is not. Because management concluded the transaction is a business combination under ASC 805 with BioSig as the accounting acquirer, the Company recognized identifiable assets acquired and liabilities assumed at fair value and recorded goodwill for the residual purchase consideration in accordance with ASC 805. Accordingly, BioSig obtained control at closing and the accounting conclusions described herein are appropriate. We acknowledge that the disclosures related to the variable interest nature of the transaction could have been expanded to clarify the Company's considerations and how the related conclusions were reached. The Company will expand these disclosures in future filings beginning with the Form 10-K for the year ended December 31, 2025, and an illustrative example of the enhanced disclosure is provided at the end of the Appendix I.

Please let us know if you have further questions.

Sincerely,
Ferdinand Groenewald

Show Raw Text
CORRESP
 1
 filename1.htm

 Streamex
Corp.

 2431
Aloma Ave, Ste 243

 Winter Park, FL 32792

 December 22, 2025

 To:

 Division
of Corporation Finance

 Office of Industrial Applications and Services

 U.S. Securities and Exchange Commission

 Re:
Streamex Corp.

 Form 10-K filed April 15, 2025

 Form 10-Q filed November 14, 2025

 File No. 001-38659

 Dear
Ms. Baker and Mr. O'Brien:

 Streamex
Corp. Inc. (f/k/a BioSig Technologies Inc.) (the "Company", "we", "our") is pleased to respond to
the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") contained
in your letter dated December 22, 2025. For clarity in this response letter, references to "BioSig" refer to the Company
prior to the May 2025 closing (i.e., the legal registrant under its former name), and references to "Streamex" refer to Streamex
Exchange Corporation, the acquired operating entity. For ease of reference, the comment contained in your letter are repeated in italics
below and followed by the Company's response. We welcome further conversation and guidance from the Staff on these topics.

 Form
10-Q for the nine months ended September 30, 2025

 Financial
Statements

 Note
13 - Business Combination, page 25

 1. BioSig
 Technologies, Inc. issued equity instruments in exchange for all of the issued and outstanding
 shares of Streamex Exchange Corporation. Prior to the transaction, BioSig Technologies had
 nominal operations and nominal assets. After shareholder approval, the Streamex Shareholders
 would become entitled to receive, together with the initial issuance of 19.99% of the outstanding
 BioSig Shares on a pre-transaction basis, an aggregate total number of BioSig Shares equal
 to 75% of the fully diluted shares of the BioSig Shares outstanding as of the date of the
 Share Purchase Agreement. This transaction appears to be a capital transaction in substance,
 rather than a business combination. That is, the transaction is equivalent to the issuance
 of stock by Streamex for the net monetary assets of BioSig, accompanied by a recapitalization.
 The accounting is consistent with that resulting from a reverse acquisition, except no goodwill
 or other intangible asset should be recorded. Please tell us how you considered these factors
 in determining the accounting for the transaction.

 Accounting
 Summary

 Variable
Interest Model Considerations:

 Management
evaluated the transaction under ASC 810 and concluded Streamex is a variable interest entity ("VIE") and BioSig is the primary
beneficiary as of closing. Accordingly, BioSig obtained the controlling financial interest at closing and is identified as the accounting
acquirer, pursuant to the existing guidance in ASC 805-10-25-5, including the Glossary definition of Acquirer in ASC 805-10-20. This
conclusion is driven by Streamex's insufficient equity at risk and the governance and decision-making structure in place at closing,
including limitations on former Streamex shareholders' substantive voting rights due to the Nasdaq 19.99% cap pending the Parent
Stockholder Matters, as defined in the Share Purchase Agreement. BioSig is the primary beneficiary of Streamex because it has (a) the
power to direct the activities that most significantly impact Streamex's economic performance and (b) the obligation to absorb
losses or the right to receive benefits that could potentially be significant. We are not yet required to adopt, nor have we adopted,
the guidance in ASU 2025-03.

 Although
Streamex is subject to consolidation as a VIE under the Variable Interest Entities subsection of ASC 810, we still considered whether
the results of our accounting acquirer analysis would have been different had we applied the voting interest model or weighed the accounting
acquirer criteria enumerated in ASC 805-40-55-12. We determined that our conclusion would be the same in either case principally due
to the fact that (i) the Exchangeable Shares we issued as merger consideration limited the former equity holders of Streamex to a maximum
19.99% voting interest in the combined entity, and (ii) there were no voting arrangements in place and therefore no guarantee as to whether
our stockholders would approve our proposal to amend our articles of incorporation, which was required in order to raise the former Streamex
shareholders level of interest from 19.99% to 75% of the combined entity. If such approval was never obtained, the former equity holders
of Streamex would permanently have no more than a 19.99% voting interest in the combined entity with no other substantive rights, which
was a risk that the Streamex shareholders assumed at closing.

 Further
to the above, no individual stockholder or organized group of legacy BioSig Technologies Inc. stockholders' interests were large
enough to influence the outcome of our stockholder vote. We retained control over the board following the business combination with any
change in the composition of the board also conditioned upon stockholder approval. We were the larger of the two entities prior to the
business combination with total assets as of March 31, 2025 of approximately $4.4 million, and incurred total operating expenses of approximately
$3.0 million for the three months then ended. As of March 31, 2025, Streamex reported total assets of approximately $0.6 million and
incurred a net loss of approximately $0.2 million for the three months then ended., Additionally, we paid a substantial premium over
the pre-combination fair value of Streamex's equity. The former Chief Executive Officer of Streamex was retained as the CEO of
the combined entity; however, this was an at-will employment arrangement in which he reported to the legacy BioSig board.

 Supplementally,
we wish to inform the Staff that both entities were operating businesses prior to the business combination and as such, we believe we
combined two operating companies. In particular, BioSig and Streamex each had ongoing activities and substantive processes prior to closing.
Accordingly, the transaction was not the acquisition of net monetary assets accompanied by a recapitalization; rather, it combined two
operating companies and resulted in the acquisition of a business as defined in ASC 805.

 Determination
of Preexisting Business Considerations:

 BioSig
was a medical device technology company with an advanced digital signal processing technology platform, the PURE EP™ Platform ("PURE
EP™"), that delivers insights to electrophysiologists for ablation treatments of cardiovascular arrhythmias. In addition
to its core electrophysiology platform activities, BioSig maintained majority-owned subsidiaries established to pursue additional applications
of its signal processing technology and related analytics, including ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc., reflecting
ongoing development activities beyond PURE EP™. BioSig had also pivoted from a focus on commercial distribution of hardware to
the research and development of novel software algorithms, with data collection beginning in December 2023 and continuing thereafter,
including efforts aimed at improving the specificity and long-term outcomes of pulsed field ablation. Prior to the transaction, BioSig's
owned patent portfolio included 41 issued/allowed utility patents (29 where BioSig is at least one of the applicants) and 30 issued worldwide
design patents, and BioSig had 31 additional U.S. and foreign utility patent applications pending (where BioSig, Mayo, or both is at
least one of the applicants), as well as one U.S. patent and one pending U.S. application directed to artificial intelligence. BioSig
also maintained licenses to 12 issued/allowed patents and 9 additional worldwide utility patent applications from Mayo Foundation for
Medical Education and Research that were pending. BioSig is also a public reporting company listed on the Nasdaq Capital Market, evidencing
continued compliance and capital markets readiness prior to the transaction. As of March 31, 2025 (as reported in filings made on May
19, 2025), BioSig reported total assets of approximately $4.4 million, including cash of approximately $3.7 million, accounts receivable,
investment in leases, patent assets (patents, net), property and equipment, and other assets, and accessed the capital markets through
equity financings, including sales of common stock under at-the-market offerings generating net proceeds of approximately $3.9 million
to continue to fund the R&D operations. BioSig's operating activities were directed toward revenue generation through the commercialization
of its PURE EP™ platform and related signal acquisition, digital signal processing, and analysis capabilities for use during electrophysiology
procedures, as well as the development and monetization of its proprietary software algorithms, data analytics, and intellectual property
portfolio through commercial arrangements and licensing. Consistent with this operating model, BioSig maintained ongoing research and
development efforts, continued data collection initiatives, and active management, defense, and development of its patent portfolio and
regulatory-cleared technology platform. Importantly, BioSig intends to continue its historical operations after the transaction, including
continued development of its patent portfolio and technology platform and pursuit of monetization pathways. Collectively, these facts
demonstrate that BioSig had ongoing operations and substantive assets prior to the transaction.

 Streamex
was a software and technology company formed in April 2024 focused on tokenized finance and commercializing a blockchain-enabled tokenization
platform, including building and integrating platform functionality and blockchain connections, and establishing a legal and compliance
framework intended to support issuance and operation of tokenized products. Streamex funded these activities through equity financings,
including raising over $1.8 million through private placements. Streamex, had historical revenue of approximately $200 thousand and incurred
operating costs associated with platform development, compliance readiness, and corporate overhead, resulting in recurring losses and
an accumulated deficit as reflected in its financial statements and related going-concern disclosures. These activities demonstrate that
Streamex had inputs (technology and personnel/contractor effort), substantive processes (software development and compliance buildout),
and outputs (including revenue-generating activity), and therefore constituted an operating business prior to the transaction.

 STREAMEX CORP. (Nasdaq: STEX) 2431 Aloma Ave Ste 243, Winter Park, Florida 32792 www.streamex.com (203) 409-5444 contact@streamex.com

 Screen
Test Considerations: Management evaluated whether the acquired set met the ASC 805 "screen test" (concentration test)
by assessing whether substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset
or group of similar identifiable assets. Based on the preliminary purchase price allocation, the estimated fair value of gross assets
acquired was approximately $47.9 million and was comprised primarily of developed technologies (approximately $40.0 million, or 83.52%),
a trade name (approximately $5.1 million, or 10.65%), and a legal and compliance framework (approximately $2.4 million, or 5.01%), with
the remainder attributable to working capital items. Because no single identifiable asset, nor group of similar identifiable assets,
represented 90% or more of the fair value of the gross assets acquired, the screen test was not met. Accordingly, management performed
a further evaluation of inputs and substantive processes and concluded that Streamex meets the definition of a business under ASC 805.
In performing that evaluation, management also considered that the acquired developed technologies and related legal/compliance framework
are expected to support separable revenue streams and cash flows, including (1) a decentralized exchange ("DEX") functionality
for trading tokenized assets and (2) a tokenization platform for real-world assets. These capabilities reflect identifiable inputs (developed
technology, trade name, compliance/legal framework and an organized workforce), substantive processes (software development, platform
integration, and compliance buildout and governance), and outputs (platform usage and transaction activity across the DEX and tokenization
offerings). Accordingly, management concluded the acquired set includes inputs and substantive processes that are capable of producing
outputs and therefore meets the definition of a business under ASC 805.

 Conclusion :

 Based
on our analysis above, management concluded that BioSig is the accounting acquirer and the transaction is appropriately accounted for
as a business combination. Management assessed control and consolidation under the VIE model and also considered whether the transaction
should be accounted for as a reverse acquisition/recapitalization. Under the VIE model, Streamex is a VIE and BioSig is the primary beneficiary
as of closing; accordingly, BioSig consolidates Streamex. Management also considered whether Streamex could be the accounting acquirer
through a reverse acquisition or recapitalization under ASC 805-10-55-12 and concluded, based on the weight of available evidence, that
it is not. Because management concluded the transaction is a business combination under ASC 805 with BioSig as the accounting acquirer,
the Company recognized identifiable assets acquired and liabilities assumed at fair value and recorded goodwill for the residual purchase
consideration in accordance with ASC 805. Accordingly, BioSig obtained control at closing and the accounting conclusions described herein
are appropriate. We acknowledge that the disclosures related to the variable interest nature of the transaction could have been expanded
to clarify the Company's considerations and how the related conclusions were reached. The Company will expand these disclosures
in future filings beginning with the Form 10-K for the year ended December 31, 2025, and an illustrative example of the enhanced disclosure
is provided at the end of the Appendix I.

 Please
let us know if you have further questions.

 Sincerely,

 Ferdinand Groenewald

 Chief Financial Officer

 Streamex Corp.

 STREAMEX CORP. (Nasdaq: STEX) 2431 Aloma Ave Ste 243, Winter Park, Florida 32792 www.streamex.com (203) 409-5444 contact@streamex.com

 Appendix
I – Accounting Analysis

 Background

 On
May 23, 2025, BioSig acquired Streamex through its wholly owned Canadian subsidiary ("ExchangeCo"). The consideration to
Streamex's former shareholders consisted of 109,070,079 Exchangeable Shares of ExchangeCo, each exchangeable into BioSig common
stock at a 1:1 exchange ratio, subject to adjustment to 1.25:1 if the required shareholder approvals under Nasdaq rules (the "Parent
Stockholder Matters"), including approval to issue shares above the 19.99% cap, under Nasdaq Rule 5635, and related governance
actions, were not obtained within six months of closing.

 At
closing, the Exchangeable Shares were limited to conversion into BioSig common shares representing no more than 19.99% of BioSig's
pre-transaction outstanding shares under Nasdaq Rule 5635 until shareholder approval of the Parent Stockholder Matters was obtained.
There was no assurance that the required shareholder approval would be obtained. In the absence of such approval, Exchangeable Shares
in excess of the 19.99% limitation would remain permanently non-exchangeable. Accordingly, full exchangeability and voting parity were
contingent upon a future governance event outside the issuer's control. If approval were never obtained, holders would be irrevocably
limited to 19.99% ownership, with the remaining Exchangeable Shares representing only a residual interest lacking substantive r