SecProbe.io

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 January 27, 2026

Ferdinand Groenewald
Interim Chief Financial Officer
Streamex Corp.
2431 Aloma Ave Ste 243
Winter Park, FL 32792

 Re: Streamex Corp.
 Form 10-K filed April 15, 2025
 Form 10-Q filed November 14, 2025
 Response filed January 20, 2026
 File No. 001-38659
Dear Ferdinand Groenewald:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
</TEXT>
</DOCUMENT>

CORRESP
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 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

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<TEXT>
 December 22, 2025

Ferdinand Groenewald
Interim Chief Financial Officer
Streamex Corp.
2431 Aloma Ave Ste 243
Winter Park, FL 32792

 Re: Streamex Corp.
 Form 10-K filed April 15, 2025
 Form 10-Q filed November 14, 2025
 File No. 001-38659
Dear Ferdinand Groenewald:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

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 19.9% 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
 December 22, 2025
Page 2

 tell us how you considered these factors in determining the accounting
for the
 transaction.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
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CORRESP
 1
 filename1.htm

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 One
Station Place

 100
F Street N.E.

 Washington,
D.C. 20549-7010

 December
8, 2025

 Re:
 Streamex
 Corp.

 Registration
 Statement on Form S-3, as amended (No. 333-291659)

 Ladies
and Gentlemen:

 The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 initially filed
with the U.S. Securities and Exchange Commission (the "Commission") on November 19, 2025, as amended, be accelerated so that
it will be made effective at 5:30 p.m. Eastern Daylight Time on December 10, 2025, or as soon thereafter as practicable, pursuant to
Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

 The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff of the Commission ("Staff"), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the undersigned registrant 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.

 The
undersigned registrant is aware of its obligations under the Act.

 Yours
 faithfully,

 STREAMEX
 CORP.

 By:
 /s/
 Karl Henry McPhie

 Name:
 Karl
 Henry McPhie

 Title:
 Chief
 Executive Officer

CORRESP
1
filename1.htm

BioSig
Technologies, Inc.

12424
Wilshire Blvd, Suite 745

Los
Angeles, California 90025

December
13, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Robert Augustin

    Re:
    BioSig
    Technologies, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-276298 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests
acceleration of the effective date of the Registration Statement so that it may become effective at 4:30 p.m., Eastern Time, on December
17, 2024, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Sichenzia
Ross Ference Carmel LLP, attention: Barrett DiPaolo, Esq. at (646) 810-2173.

    Very
    truly yours,

    BIOSIG
    TECHNOLOGIES, INC.

    By:
    /s/
    Anthony Amato

    Anthony
    Amato

    Chief
    Executive Officer

CORRESP
1
filename1.htm

July
29, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Aja Eiden and Katherine Bagley

Re:
BioSig Technologies, Inc.

Registration
Statement on Form S-1

File
No. 333-280525

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on
Wednesday, July 31, 2024, or as soon thereafter as practicable.

If
you have any questions, please call Avital Perlman, Esq. at (212)-930-9700 or Christian Lichtenberger, Esq. at (646)-810-0591.

    Very
    truly yours,

    BIOSIG
    TECHNOLOGIES, INC.

    By:
    /s/
    Anthony Amato

    Name:
    Anthony
    Amato

    Title:
    Chief
    Executive Officer

CORRESP
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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

July 11, 2024
Anthony Amato
Chief Executive Officer
BioSig Technologies, Inc.
55 Greens Farms Road, 1st Floor
Westport, CT 06880
Re:BioSig Technologies, Inc.
Registration Statement on Form S-1
Filed June 27, 2024
File No. 333-280525
Dear Anthony Amato:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 27, 2024
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.

July 11, 2024
Page 2
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.
Exhibits
3.Please file as an exhibit or incorporate by reference to your Engagement Letter with H.C.
Wainwright. Update your exhibit index accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aja Eiden at 202-551-6072 or Katherine Bagley at 202-551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Christian Lichtenberger

United States securities and exchange commission logo
January 3, 2024
Kenneth Londoner
Chief Executive Officer
BioSig Technologies, Inc.
55 Greens Farms Road, 1st Floor
Westport, CT 06880
Re:BioSig Technologies, Inc.
Registration Statement on Form S-3
Filed December 28, 2023
File No. 333-276298
Dear Kenneth Londoner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jayun Koo

United States securities and exchange commission logo
January 8, 2021
Kenneth Londoner
Chief Executive Officer
BioSig Technologies, Inc.
54 Wilton Road, 2d Floor
Westport, CT 06880
Re:BioSig Technologies, Inc.
Registration Statement on Form S-3
Filed December 31, 2020
File No. 333-251859
Dear Mr. Londoner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick A. Werner, Esq.

CORRESP
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	biosig20210108_corresp.htm

BioSig Technologies, Inc.

54 Wilton Road, 2nd Floor

Westport, Connecticut 06880

January 8, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Abby Adams

			Re:

			BioSig Technologies, Inc.

			Registration Statement on Form S-3

			Filed on December 31, 2020

			File No. 333-251859 (the “Registration Statement”)

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on January 12, 2021, or as soon thereafter as practicable.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

			Very truly yours,

			BIOSIG TECHNOLOGIES, INC.

			By:

			/s/ Kenneth Londoner

			Kenneth Londoner

			Chief Executive Officer

cc:         Rick A. Werner, Esq., Haynes and Boone, LLP

Jayun Koo, Esq., Haynes and Boone, LLP

CORRESP
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	biosig20190620_corresp.htm

BioSig Technologies, Inc.

12424 Wilshire Blvd., Suite 745

Los Angeles, California 90025

June 20, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tim Buchmiller

Re:         BioSig Technologies, Inc.

Registration Statement on Form S-3, filed on May 31, 2019

File No. 333-231862(the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 9:00 a.m., Eastern Time, on June 24, 2019, or as soon thereafter as practicable.

			Very truly yours,

			BIOSIG TECHNOLOGIES, INC.

			By:
			/s/ Kenneth Londoner

			Kenneth Londoner

			Chief Executive Officer

cc:    Rick A. Werner, Esq., Haynes and Boone, LLP

June 10, 2019
Kenneth Londoner
Chief Executive Officer
BioSig Technologies, Inc.
12424 Wilshire Blvd., Suite 745
Los Angeles, CA 90025
Re:BioSig Technologies, Inc.
Registration Statement on Form S-3
Filed May 31, 2019
File No. 333-231862
Dear Mr. Londoner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller, staff attorney, at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Rick A. Werner, Esq.

March 28, 2019
Kenneth Londoner
Chief Executive Officer
BioSig Technologies, Inc.
12424 Wilshire Blvd., Suite 745
Los Angeles, CA 90025
Re:BioSig Technologies, Inc.
Registration Statement on Form S-3
Filed March 22, 2019
File No. 333-230448
Dear Mr. Londoner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Fay at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Rick A. Werner, Esq.

CORRESP
1
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	biosig20190328_corresp.htm

BioSig Technologies, Inc.

12424 Wilshire Blvd., Suite 745

Los Angeles, California 90025

March 28, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Michael Fay

			Re:

			BioSig Technologies, Inc.

			Registration Statement on Form S-3, filed on March 22, 2019

			File No. 333- 230448 (the “Registration Statement”)

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on March 29, 2019, or as soon thereafter as practicable.

			Very truly yours,

			BIOSIG TECHNOLOGIES, INC.

			By:
			/s/ Steve Chaussy

			Steve Chaussy

			Chief Financial Officer

cc:    Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
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BioSig Technologies, Inc.

12424 Wilshire Blvd., Suite 745

Los Angeles, California 90025

March 22, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Amanda Ravitz

Tom Jones

Re:          BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed on February 28, 2018

File No. 333- 223298, as amended (the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on March 26, 2018, or as soon thereafter as practicable.

Very truly yours,

BIOSIG TECHNOLOGIES, INC.

By:

/s/ Kenneth Londoner

Kenneth Londoner

 Chief Executive Officer

cc:    Rick A. Werner, Esq., Haynes and Boone, LLP

Mail Stop 3030
March 15, 2018

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

Re: BioSig  Technologies, Inc.
Registration Statement on Form S-1
Filed February 28, 2018
 File No. 333 -223298

Dear M r. Londoner :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Rick A. Werner, Esq.

CORRESP
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BioSig Technologies, Inc.

12424 Wilshire Blvd., Suite 745

Los Angeles, California 90025

December 28, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tim Buchmiller

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, filed on December 18, 2017

File No. 333- 222144 (the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on December 29, 2017, or as soon thereafter as practicable.

Very truly yours,

BIOSIG TECHNOLOGIES, INC.

By:

/s/ Kenneth Londoner

Kenneth Londoner

 Chief Executive Officer

cc:    Rick A. Werner, Esq., Haynes and Boone, LLP

Mail Stop 3030
December 26, 2017

Kenneth Londoner
Chief Executive Officer
BioSig Technologies, Inc.
12424 Wilshire Blvd., Suite 745
Los Angeles, CA 90025

Re: BioSig Technologies , Inc.
  Registration Statement on Form S-1
Filed  December 18 , 2017
  File No.  333-222144

Dear  Mr. Londoner :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Tim Buchmiller  at (202) 551 -3635  with an y questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Rick A. Werner, Esq.
Haynes and Boone, LLP .

CORRESP
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BioSig Technologies, Inc.

8441 Wayzata Blvd., Suite 240

Minneapolis, Minnesota 55426

September 20, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Amanda Ravitz

Re:          BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed on June 8, 2017

File No. 333- 218583, as amended (the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on September 21, 2017, or as soon thereafter as practicable.

Very truly yours,

BIOSIG TECHNOLOGIES, INC.

By:

/s/ Kenneth Londoner

Kenneth Londoner

 Chief Executive Officer

cc:    Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
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August 30, 2017

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

 Washington, D.C. 20549

Attention: Ms. Heather Percival

   Ms. Amanda Ravitz

Re:

BioSig Technologies, Inc.

Amendment No.1 to Registration Statement on Form S-1

Filed August 3, 2017

File No. 333-218583

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the "Company" or "BioSig"), we are writing to respond to the comments set forth in the comment letter of the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"), dated August 17, 2017 (the "Comment Letter"), to Kenneth Londoner, Chief Executive Officer of the Company, relating to the above referenced Amendment No. 1 to Registration Statement on Form S-1 (the "Registration Statement").  In connection with this response to the Comment Letter, the Company is contemporaneously filing via EDGAR an amendment to the Registration Statement ("Amendment No.2"), responding to the Staff's comments in the Comment Letter and updating the Registration Statement. Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in Amendment No.2. References herein to page numbers are to page numbers in Amendment No.2.

The following is the Company's response to the Comment Letter. The Company's response is numbered to correspond to the Staff's comment as numbered in the Comment Letter. For your convenience, the Staff's comment contained in the Comment Letter has been restated below in its entirety, with the Company's response set forth immediately under such comment.

Also enclosed, for the convenience of the Staff, is a copy of Amendment No.2 which is marked to show changes from the relevant portions of the Registration Statement.

Selling Shareholders, page 49

1.

Expand your response to prior comment 1 to provide your legal analysis for the exemption upon which you relied to issue the warrants to Laidlaw & Co. employees. In this regard, it is unclear why Laidlaw & Co.'s status as an accredited investor would exempt the issuance of securities to its employees. Also, clarify your added disclosure that you issued the securities to the employees of Laidlaw & Co. "as designees."

Response:

The Company has made the requested revisions to its disclosure on page 49 of Amendment No.2 to clarify its added disclosure that the warrants were issued to employees of Laidlaw and Co. ("Laidlaw") for administrative convenience after Laidlaw assigned its rights to receive these warrants. Specifically, on September 13, 2016, we entered into an engagement letter with Laidlaw pursuant to which we engaged Laidlaw to serve as our exclusive placement agent in connection with a proposed private placement of up to $5,000,000 of securities of the Company in exchange for (a) a cash fee of 4% or 10% of the gross proceeds depending on the investor and (b) warrants to purchase 4% or 10% of the shares of common stock sold in

U.S. Securities and Exchange Commission

August 30, 2017

Page 2

the offering, depending on the investor (the "Warrant Fee").  Prior to the final closing of this offering, Laidlaw informed the Company that it had assigned its right to receive a portion of the Warrant Fee to certain of its employees.  Rather than issue the Warrant Fee to Laidlaw and process assignments to these designated employees immediately thereafter, the Company just issued that assigned portion of the Warrant Fee directly to the Laidlaw employees.  None of the Laidlaw employees made any direct investment decision nor were known to the Company prior to this offering.  The exemption upon which the Company relied to issue the Warrant Fee was Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933, as amended, as Laidlaw, the party entitled to the Warrant Fee was an accredited investor at the time of issuance.

* * * * *

Please direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

Very truly yours,

/s/ Rick A. Werner

Rick A. Werner, Esq.

cc:    Kenneth Londoner, BioSig Technologies, Inc.

Mail Stop 3030
August 17, 2017

Via E -mail
Kenneth Londoner
Chief Executive Officer
BioSig Technologies, Inc.
8441 Wayzata Blvd., Suite 240
Minneapolis, Minnesota 55426

Re: BioSig  Technologies, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed August 3, 2017
  File No. 333 -218583

Dear Mr. Londoner :

We have limited our review of  your amended 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 t o 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.   Unless we note
otherwise, our references to prior comments are to comments in our June 29, 2017 letter .

Selling Shareholders, page 49

1. Expand your response to prior comment 1 to provide your legal analysis for the
exemption upon whi ch you relied to iss ue the warrants to Laidlaw & Co.  employees .  In
this regard, it is unclear why Laidlaw & Co.’s status as an accredited investor would
exempt the issuance of securities to its employees.  Also, clarify  your added disclosure
that you issu ed the securities to the employees of Laidlaw & Co. “as designees.”

Kenneth Londoner
BioSig Technologies, Inc.
August 17, 2017
Page 2

 Please contact Heather Percival  at (202) 551 -3498  or me at (202) 551 -3528  with any
questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Rick A. Werner, Esq.
 Haynes and Boone, LLP

CORRESP
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August 3, 2017

VIA EDGAR AND OVERNIGHT DELIVERY

Division of Corporation Finance

Securities and Exchange Commission

 Washington, D.C. 20549

Attention: Ms. Heather Percival

   Ms. Amanda Ravitz

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1

File No. 333-218583

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company” or “BioSig”), we are writing to respond to the comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated June 29, 2017 (the “Comment Letter”), to Kenneth Londoner, Chief Executive Officer of the Company, relating to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).  In connection with this response to the Comment Letter, the Company is contemporaneously filing via EDGAR an amendment to the Registration Statement (“Amendment No.1”), responding to the Staff’s comments in the Comment Letter and updating the Registration Statement. Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in Amendment No.1. References herein to page numbers are to page numbers in Amendment No.1.

The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Also enclosed, for the convenience of the Staff, is a copy of Amendment No.1which is marked to show changes from the relevant portions of the Registration Statement.

Selling Shareholders, page 5

1.

We note your reference here to warrants issued to “employees” of Laidlaw & Co. Please reconcile that disclosure with your Item 15 disclosure starting on page II-1 of your registration statement, which states that the warrants were issued to Laidlaw & Co. Also, revise your Item 15 disclosure to state the exemption upon which you relied to issue the warrants to employees of Laidlaw & Co.

Response:

The Company has made the requested revisions to its Item 15 disclosure starting on page II-1 of Amendment No.1 to clarify that these warrants were issued to employees of Laidlaw & Co. as designees of Laidlaw and Co. (“Laidlaw”), which was entitled to receive the warrants pursuant to the terms of its engagement letter with the Company.  The exemption upon which the Company relied to issue warrants to the employees of Laidlaw & Co. as the designees of Laidlaw & Co was Section 4(2) and Regulation D (Rule 506) under the Securities Act of 1933, as amended, as Laidlaw, which was an accredited investor at the time of issuance, was the party with whom the Company contracted to issue the warrants to pursuant to the terms of an engagement letter with the Company.

U.S. Securities and Exchange Commission

August 3, 2017

Page 2

Common Stock Placement Agent Warrants, page 16

2.

Disclose the exercise price of the three-year warrants issued to Laidlaw & Company between October 2016 and March 2017.

Response:

The Company has made the requested revisions on page 16 to Amendment No.1 disclosing the exercise price of the three-year warrants issued between October 2016 and March 2017 and clarifying that such warrants were issued to the employees of Laidlaw & Co. as the designees of Laidlaw & Co.

* * * * *

Please direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

Very truly yours,

/s/ Rick A. Werner

Rick A. Werner, Esq.

cc:    Kenneth Londoner, BioSig Technologies, Inc.

Mail Stop 3030
June 29 , 2017

Via E -mail
Kenneth Londoner
Chief Executive Officer
BioSig Technologies, Inc.
8441 Wayzata Blvd., Suite 240
Minneapolis, Minnesota 55426

Re: BioSig  Technologies, Inc.
  Registration Statement on Form S-1
Filed  June 8, 2017
  File No.  333-218583

Dear Mr. Londoner:

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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, w e may have  additional comments.

Selling Shareholders, page 5

1. We note your reference here to warrants issued to “employees” of Laidlaw & Co.  Please
reconcile that disclosure with your Item 15 disclosure starting on page II -1 of your
registration statem ent, which states that the warrants were issued to Laidlaw & Co.  Also,
revise your Item 15 disclosure to state the exemption upon  which you relied to issue the
warrants to employees of Laidlaw & Co.

Common Stock Placement Agent Warrants, page 16

2. Disclose  the exercise price of the three -year warrants issued to Laidlaw & Company
between October 2016 and March 2017.

Kenneth Londoner
BioSig Technologies, Inc.
June 29 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any revi ew, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Heather Percival  at (202) 551 -3498 or me at (202) 551 -3528 with any
questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Rick A. Werner, Esq.
Haynes and Boone, LLP

CORRESP
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BioSig Technologies, Inc.

8441 Wayzata Blvd., Suite 240

Minneapolis, Minnesota 55426

August 5, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed on August 2, 2016

File No. 333- 212848, as amended (the "Registration Statement")

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the "Company") hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:30 p.m., Eastern Time, on August 9, 2016, or as soon thereafter as practicable.

In connection with the Company's request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

·

should the U.S. Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 accuracy 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.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

Very truly yours,

BIOSIG TECHNOLOGIES, INC.

By:

/s/ Gregory Cash

Gregory Cash

Chief Executive Officer

Mail Stop 3030

August 4, 2016

Kenneth Londoner
Executive Chairman
BioSig Technologies, Inc.
8441 Wayzata Blvd., Suite 240
Minneapolis, MN 55426

Re: BioSig Technologies, Inc .
  Registration Statement on Form S-1
Filed  August 2, 2016
  File No.  333-212848

Dear Mr. Londoner :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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.

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:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 accuracy of the disclosure in th e 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 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Kenneth Londoner
BioSig Technologies, Inc.
August 4, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Brian Soares at (202) 551 -3580  with any questions.

Sincerely,

/s/ Brian Soares for

Russell Mancuso
Legal Branch Chief
Office of Electronics and Machinery

cc: Rick Werner, Esq.
Haynes and Boone, LLP

CORRESP
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    biosigtech-corresp052715.htm

June 10, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Mary Beth Breslin

Re:
BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed on May 20, 2015

File No. 333-204335, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on June 12, 2015, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

·

should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 accuracy 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.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

Very truly yours,

BIOSIG TECHNOLOGIES, INC.

/s/ Kenneth L. Londoner

Kenneth L. Londoner

Executive Chairman

May 2 2, 2015

Via E -mail
Kenneth Londoner
Executive Chairman
BioSig Technologies, Inc.
8441 Wayzata Blvd., Suite 240
Minneapolis, Minnesota 55426

Re: BioSig Technologies , Inc.
  Registration Statement on Form S-1
Filed  May 20 , 2015
  File No.  333-204335

Dear Mr. Londoner :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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.

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:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 accuracy 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.

Kenneth Londoner
BioSig Technologies, Inc.
May 22 , 2015
Page 2

 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 registered securities .

Please  contact Mary Beth Breslin at (202) 551 -3625 with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Amanda Ravitz
Assistant Director

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

CORRESP
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    biosigtech-corresp062014.htm

June 20, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed on July 22, 2013

File No. 333-190080, as amended (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioSig Technologies, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern Time, on June 23, 2014, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

·

should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 accuracy 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.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick A. Werner, Esq. at (212) 659-4974.

Very truly yours,

BIOSIG TECHNOLOGIES, INC.

By:

/s/ Kenneth L. Londoner

Kenneth L. Londoner

Executive Chairman

CORRESP
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    biosigtech-corresp061114.htm

June 11, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed July 22, 2013

File No. 333-190080, as amended (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 7 to Form S-1 (“Amendment No. 7”), marked to show changes from Amendment No. 6 to Registration Statement on Form S-1 of the Company (File No. 333-190080), filed with the Securities and Exchange Commission (the “Commission”) on May 22, 2014 (“Amendment No. 6”).  We acknowledge receipt of the letter of comment dated June 6, 2014 (the “Comment Letter”) from the staff (the “Commission Staff”) of the Division of Corporation Finance of the Commission regarding the Registration Statement.  The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Overview, page 1

1.

We note your revisions in response to prior comment 1. If Mr. Drachman alleges that the study data he received indicated that your system would not perform in the manner that was communicated to him, please clarify your disclosure which currently states that he alleges that the withheld data led him to doubt the communications.

Response:

The Company has revised its disclosure on pages 1 and 35 of Amendment No. 7 to clarify that Mr. Drachman alleges that the highly limited information that he received, rather than the information that was withheld, led him to doubt that the actual performance of the PURE EP System would be consistent with the statements communicated to him.

Certain Relationships and Related Party Transactions, page 57

2.

We note your response to prior comment 3. Please tell us:

U.S. Securities and Exchange Commission

June 11, 2014

Page 2

·

where you have revised your disclosure in this section to reflect the transaction mentioned in the third paragraph to Note 3 on page F-12.

·

where you have disclosed the composition of the amount mentioned in the second paragraph to Note 3 on page F-12 as you have in your response such that investors can understand the amount and terms under which disclosed compensation has been deferred.

·

why your revised disclosure on page 57 no longer discloses the November 21,2012 transaction with Mr. Londoner.

·

who provided the $10,500 related-party advance that is reflected on your March 31, 2014 balance sheet and where this transaction is reflected in your disclosure concerning related-party transactions.

Response:

The Company has revised and expanded its disclosure in the sixth paragraph of the “Certain Relationships and Related Party Transactions” section on page 57 of Amendment No. 7 with respect to the transaction mentioned in the third paragraph to Note 3 on page F-12. The Company notes that the warrants to purchase an aggregate 53,830 shares of common stock at an exercise price of $2.61 per share, as described in Note 3, include warrants issued to (i) Mr. Londoner to purchase 47,848 shares of common stock and (ii) Mr. Steinhouse to purchase 5,982 shares of common stock. These warrants were issued to the holders of Series C Preferred Stock, which included Mr. Londoner and Mr. Steinhouse, as consideration for amendments to the terms of the securities purchase agreement and registration rights agreement related to the Series C Preferred Stock in July 2013 and October 2013. As a result of the amendment to the terms of the Series C Preferred Stock on March 27, 2014, the full-ratchet anti-dilution protection provision of the warrants decreased the exercise price of the warrants from $2.61 to $1.50 per share and increased the number of shares issuable under each warrant to 83,256 shares for Mr. Londoner and 10,408 shares for Mr. Steinhouse.

The Company has revised and expanded its disclosure on pages 39, 57 and 58 of Amendment No. 7 to clarify the composition of the amounts mentioned in the second paragraph of Note 3 on page F-12. In addition, please refer to the itemized schedules below, which sets forth each amount due to related parties as of December 31, 2013 and December 31, 2012 and where such amount is disclosed in Amendment No. 7.

Accrued interest and expenses due to related parties as of December 31, 2013

Related Party

Amount

Section

Page

Anna & Co., Inc.

$
7,000

Certain Relationships and Related Party Transactions

58

Asher Holzer

$
152,500

Certain Relationships and Related Party Transactions

57

Ken Londoner

$
54,980

Executive Compensation

39

Miko Consulting Group, Inc.

$
12,531

Certain Relationships and Related Party Transactions

58

Ken Londoner

$
17,687

Certain Relationships and Related Party Transactions

58

Steve Chaussy

$
110

Certain Relationships and Related Party Transactions

58

Total:

$
244,808

U.S. Securities and Exchange Commission

June 11, 2014

Page 3

Accrued interest and expenses due to related parties as of December 31, 2012

Related Party

Amount

Section

Page

Ken Londoner

$

36,056

Certain Relationships and Related Party Transactions

57

Budimir Drakulic

$

7,573

Certain Relationships and Related Party Transactions

57

Endicott Management Partners, LLC

$

5,000

Certain Relationships and Related Party Transactions

57

Ken Londoner

$

1,195

*

Certain Relationships and Related Party Transactions

57

Ken Londoner

$

3,763

*

Certain Relationships and Related Party Transactions

57

John Steinhouse

$

597

*

Certain Relationships and Related Party Transactions

57

Total:

$

54,184

*Please note that such amounts are disclosed as accrued interest on outstanding promissory notes.

The Company has re-inserted the disclosure related to the November 21, 2012 transaction with Mr. Londoner on page 57 of Amendment No. 7, which had been removed inadvertently from Amendment No. 6.

The Company has added disclosure on pages 57 and 58 of Amendment No. 7 with respect to the $10,500 related-party advance that is reflected on the March 31, 2014 balance sheet, which represents (i) $10,000 advanced to the Company by Mr. Steinhouse on March 5, 2014, which was repaid in full on April 3, 2014 and (ii) $500 that was previously advanced by Dr. Drakulic in April 2011, but which remains unpaid as of the date hereof.

Rule 144, page 59

3.

We note your response to prior comment 4. However, it remains unclear how this section fully complies with Regulation S-K Item 201(a)(2)(ii) since your disclosure currently addresses only a fraction of the outstanding shares. Please advise or revise.

Response:

The Company has revised and expanded its disclosure on pages 59 and 60 of Amendment No. 7 to address the full number of outstanding shares and when the Company believes that such shares are or will become eligible for resale under Rule 144 by non-affiliates and affiliates, respectively.

In addition to the foregoing responses, the Company notes that it still expects to achieve the milestones set forth on pages 24 and 29 of Amendment No. 7 during the second fiscal quarter ended June 30, 2014.

Please direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

Very truly yours,

/s/ Rick A. Werner

Rick A. Werner, Esq.

cc:           Kenneth Londoner, BioSig Technologies, Inc.

June 6, 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. 6  to Registration Statement on Form S -1
Filed May  22, 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 comments apply to your facts and
circumstances or do not bel ieve 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. We n ote your revisions in response to prior comment 1 .  If Mr. Drachman alleges that the
study data he received  indicated that your system would not p erform in the manner that
was communicated to him, please clarify your disclosure  which currently states that he
alleges that the withheld  data led him to doubt the communications.

Certain Relationships and Related Party Transact ions, page 57

2. We note your response to prior comment 3.  Please tell us :
 where y ou have revised your disclosure in this section  to reflect the transaction
mentioned  in the third paragraph to Note 3 on page F -12.
 where you have disclosed  the composition of the amount mentioned in the second
paragraph to Note 3 on page F -12 as you have in your response such that investors

Kenneth Londoner
BioSig Technologies, Inc.
June 6, 2014
Page 2

 can understand t he amount and terms under which disclosed  compensation has been
deferred .
 why your revised disclosure on page 57 no longer discloses the November 21, 2012
transaction with Mr. Londoner.
 who provided the $10,500 related -party advance that is reflected on your March 31,
2014 balance sheet  and where this transaction is reflected in your disclosure
concerning related -party trans actions.

Rule 144 Shares, page 59

3. We note your response to prior comment 4 .  However, it remains unclear how this section
fully complies with Regulation S -K Item 201(a)(2)(ii)  since your disclosure  currently
addresses only a fraction  of the outstanding  shares.  Please advise or revise .

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:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission 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 f ull responsibility for
the adequacy and accuracy 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 federa l
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 review any amendment prior to the requested effective date of the
registration statement.

Kenneth Londoner
BioSig Technologies, Inc.
June 6, 2014
Page 3

 You may contact Gary Todd at (202) 551 -3605 if you have questions regarding
comments on the financial statements and related matters.  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) : Rick A. Werner , Esq.

CORRESP
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    biosigtech-corresp052114.htm

May 22, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed July 22, 2013

File No. 333-190080, as amended (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 6 to Form S-1 (“Amendment No. 6”), marked to show changes from Amendment No. 5 to Registration Statement on Form S-1 of the Company (File No. 333-190080), filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2014 (“Amendment No. 5”).  We acknowledge receipt of the letter of comment dated May 13, 2014 (the “Comment Letter”) from the staff (the “Commission Staff”) of the Division of Corporation Finance of the Commission regarding the Registration Statement.  The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Overview, page 1

1.

We note your response to prior comment 2; however, it remains unclear whether your disclosure includes all required information regarding the factual basis alleged to underlie the dispute about the status of your technology. For example, does the dispute involve allegations regarding (1) the status and capabilities of a prototype or (2) the system performance during animal studies? In this regard, please tell us your basis for concluding that the proof of concept unit “performed well” as disclosed on pages 23 and 28; were there any negative results from this or any other testing of your potential product?

Response:

The Company has revised the disclosure on pages 1 and 35 of Amendment No. 6 to indicate that Mr. Drachman’s allegations related to his understanding of the results of the Company’s proof of concept animal study, as compared to the statements representatives of the Company were making with respect to the performance of the Company’s PURE EP System product.  The Company has revised the disclosure on pages 24 and 29 of Amendment No. 6 to explain the basis for the Company’s conclusion that the Company’s technology “performed well,” based upon the results of the Company’s proof of concept animal study.

U.S. Securities and Exchange Commission

May 22, 2014

Page 2

Selling Stockholders, page 45

2.

As with your responses to each of our comments, we are unable to provide you any comfort regarding the accuracy of your analyses or conclusions, including those in your response to prior comment 12. Please note the acknowledgements mentioned at the end of this letter that must accompany any request to accelerate the effective date of your registration statement.

Response:

The Company acknowledges the Commission’s comment.  The Company notes that the acknowledgements mentioned at the end of the Comment Letter must accompany any request to accelerate the effective date of the Company’s Registration Statement.

Certain Relationships and Related Party Transactions, page 56

3.

Please expand your response to prior comment 13 to tell us how your disclosure in this section is reconcilable to the second, third and last paragraphs of Note 3 on page F-12.

Response:

The Company has revised its disclosure on pages 57-58 of Amendment No. 6 to include the related party transactions reflected in the second and last paragraphs of Note 3 to the Company’s financial statements on page F-12.  The Company notes that, with respect to the accrued interest and expenses due to related parties as of December 31, 2013 and 2012, in the amounts of $244,808 and $54,184, respectively, such amounts represent (i) aggregate sums of advances and loans made to the Company by related parties, which are disclosed in the “Certain Relationships and Related Party Transactions” section, (ii) amounts owed to Dr. Holzer pursuant to his consulting agreement with the Company, and (iii) unpaid compensation owed to related parties, for which such total compensation is disclosed for the Company’s named executive officers in the “Executive Compensation” section.  In addition, the Company notes that the sixth paragraph in the “Certain Relationships and Related Party Transactions” section discloses the issuance of warrants discussed in the third paragraph of Note 3 to the Company’s financial statements on page F-12, and discusses a revised number of warrants issued to reflect the triggering of the full-ratchet anti-dilution protection provision of the warrants.

Rule 144 Shares, page 58

4.

Please expand your response to prior comment 14 to tell us when you believe your affiliates can resell their securities. See the disclosure required by Regulation S-K Item 201(a)(2)(ii).

Response:

The Company has revised its disclosure on page 59 of Amendment No. 6 to disclose when it believes that its affiliates can resell their securities.  In addition, the Company has revised its disclosure in the “Rule 144 Shares” section to clarify that the information provided assumes that the Company will have been subject to public company reporting requirements for at least 90 days and that the Company has complied with the public information requirements of Rule 144.

U.S. Securities and Exchange Commission

May 22, 2014

Page 3

Exhibits

5.

Please file the exhibits identified as “to be filed by amendment.”

Response:

The Company has filed Exhibits 5.1 and 23.3 (which is included in Exhibit 5.1) to Amendment No. 6.

Please direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

Very truly yours,

/s/ Rick A. Werner

Rick A. Werner, Esq.

cc:           Kenneth Londoner, BioSig Technologies, Inc.

May 13, 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. 5  to Registration Statement on Form S -1
Filed May  1, 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 comments apply to your facts and
circumstances or do not bel ieve 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. We n ote your response to prior comment 2; however, it remains unclear whether  your
disclosure includes all required information regarding the factual basis all eged to underlie
the dispute about the status of your technology .  For example, does the dispute involve
allegations regarding (1) the status and capabilities of a prototype  or (2) the system
performance during  animal studies ?  In this regard, please tell us your basis for
concluding that the proof of concept unit “performed well”  as disclosed  on pages 23 and
28; were there any negative results from this or any other testing  of your potential
product?

Selling Stockholders, page 45

2. As with your responses to each of our comments , we are unable to provide you any
comfort regarding the accuracy of your analyses or conclusions, including those in your

Kenneth Londoner
BioSig Technologies, Inc.
May 13, 2014
Page 2

 response to prior comment 12.  Please note the acknowledgements mentioned at the end
of this letter that must accompany any request to accelerate the effective date of your
registration statement.

Certain Relationships and Related Party Transactions, page 56

3. Please expand your response to prior comment 13 to tell us how your disclosure in this
section is reconcilable to the second, third and last paragraphs of Note 3 on page F -12.

Rule 144, page 58

4. Please expand you r response to prior comment 14 to tell us  when you believe your
affiliates  can resell their securities.  See the disclosure required by Regulation S -K Item
201(a)(2)(ii).

Exhibits , page II -4

5. Please file the exhibits identified as “to be filed by amendment.”

We urge all persons who are respons ible 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 st atement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 accuracy 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

Kenneth Londoner
BioSig Technologies, Inc.
May 13, 2014
Page 3

 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 review any amendment prior to the requested effective date o f the
registration statement.

You may contact Gary Todd at (202) 551 -3605 if you have questions regarding
comments on the financial statements and related matters.  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.

CORRESP
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    biosigtech-corresp050114.htm

May 1, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed July 22, 2013

File No. 333-190080, as amended (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 5 to Form S-1 (“Amendment No. 5”), marked to show changes from Amendment No. 4 to Registration Statement on Form S-1 of the Company (File No. 333-190080), filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2014 (“Amendment No. 4”).  We acknowledge receipt of the letter of comment dated April 11, 2014 (the “Comment Letter”) from the staff (the “Commission Staff”) of the Division of Corporation Finance of the Commission regarding the Registration Statement.  The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Fee Table

1.

Please update the fee table to reflect the changes on the cover page of your prospectus.

Response:

The Company has updated the fee table to reflect the additional shares being registered on Amendment No. 5 for which a filing fee has not already been paid.

Overview, page 1

2.

Refer to the third paragraph of this section. In an appropriate section of your document, please clarify the nature of the dispute regarding the “status of [y]our technology.”

Response:

The Company has revised the disclosure on page 34 of Amendment No. 5 to indicate that Mr. Drachman alleged that all or a majority of the engineering documentation and technical files that Mr. Drachman believed to be necessary for the Company’s product development and manufacturing had not been developed.

U.S. Securities and Exchange Commission

May 1, 2014

Page 2

3.

Please tell us where you believe your prospectus unambiguously informs investors of the development status of your proposed product, including a clear description of what you have developed to date and what material hurdles remain until you have completed development.

Response:

The Company has revised the disclosure on pages 22-23 and 27-28 of Amendment No. 5 to include a discussion of the Company’s proof of concept testing and its strategic plan with respect to the remaining milestones it must achieve prior to commercialization of its PURE EP System product.  The Company believes that bullet-point section and subsequent discussion on pages 22-23 of Amendment No. 5 represents a clear description of what the Company has developed to date and what material hurdles remain until the Company has completed development of its PURE EP System product.

Technology and Development Plan, page 28

4.

We note your response to prior comment 5 and your revised disclosures on pages 27-29. Please explain how a proof-of-concept study differs from the “more formal animal studies” that you reference on page 28. Also, please tell us the reasons for the delays reflected by the dates in this section compared to the dates in the second paragraph on page 27 of amendment 2 to your Form S-1; expand appropriate risk factors to clearly disclose actual delays that you have experienced.

Response:

The Company has revised the disclosure on pages 23 and 28 of Amendment No. 5 to explain that the proof of concept study was intended to verify the technology, design and software supporting the PURE EP System, while the formal animal studies will be used to demonstrate the value of the PURE EP System to physicians and clinicians.  The delays reflected by the dates in the Technology and Development Plan section as compared to the dates disclosed in Amendment Number 2 to the Company’s Registration Statement on Form S-1 were caused a disruption to the Company’s business caused by Mr. Drachman during his time serving as chief executive officer and president of the Company.  Because Mr. Drachman, among other things, terminated most of the Company’s employees and consultants, including the Company’s engineering team, which was subsequently re-hired, the Company did not achieve the progress it had intended in the fourth quarter of 2013, which resulted in delays in the attainment of the Company’s expected milestones.  The Company has revised the disclosure in the risk factor entitled “We may be unable to develop our existing or future technology.” on page 5 of Amendment No. 5, as well as the disclosure related to the milestones of the Company’s product on page 28 of Amendment No. 5 to discuss this delay.

U.S. Securities and Exchange Commission

May 1, 2014

Page 3

Patents, page 30

5.

Please file as an exhibit to your registration statement the assignments mentioned in this section.

Response:

The Company has filed the Patent Assignment as Exhibit 10.29 to Amendment No. 5.

6.

We note your responses to prior comments 6 and 8 as well as your revised disclosures on page 30. Please revise to explain the differences between the October 2013 and December 2013 patent applications so that investors who may not be experts in your industry can understand what that each application covers. From your disclosure it should be clear why you believe the December 2013 application represents “core proprietary intellectual property”, while the October 2013 application does not. Your revised disclosure should also make clear (1) how an application related to “testing and training” differs from an application regarding “hardware and software” so that investors can understand the scope of what rights you have already been assigned and what remains to be assigned to you, and (2) what are the relevant “certain” products that you mention in the last sentence of the penultimate paragraph on page 1.

Response:

The Company has revised the disclosure on pages 30-31 of Amendment No. 5 to expand upon the differences between the October 2013 patent application and the December 2013 patent application.  The Company has also revised the disclosures on pages 1, 4 and 12 of Amendment No. 5 to clarify the nature of the “certain products” that the Company may be impaired from developing should it be required to transfer the October 2013 patent application to Mr. Drachman.

Executive Officers and Directors, page 34

7.

We note your response to prior comment 9; however Regulation S-K, Item 401(e)(1) requires disclosure of principal occupations and employment during the past five years, including the name and principal business of any applicable corporations or other organizations. Therefore, it remains unclear how your disclosure satisfies the requirements of Item 401. It is also unclear how investors can adequately evaluate your disclosure about your CFO’s experience without this information. Please advise or revise.

Response:

The Company has revised the disclosure on page 35 of Amendment No. 5 to provide additional details as to the nature of the consulting services that Mr. Chaussy provides through his wholly-owned entity, Anna & Co., Inc., and the types of companies for which he provides such services.  Mr. Chaussy has provided services for dozens of small publicly reporting companies during the past five years and the Company believes that a description of the types of companies for which Mr. Chaussy provides services (“companies that lack sufficient resources to hire full-time employees to provide such [SEC reporting and compliance] services,” as stated in the revised disclosure) allows for more meaningful disclosure than stating the number of companies or the names of the companies for which Mr. Chaussy has provided services, which does not provide valuable information to investors beyond names and numbers.  Instead, the Company believes that briefly describing Mr. Chaussy’s experience serving as a consultant providing services that support the chief financial officer and other financial professionals of publicly-reporting companies, and indicating that Mr. Chaussy services companies with limited financial resources, which is similar to the financial status of the Company, provides adequate and clear disclosure to investors.

U.S. Securities and Exchange Commission

May 1, 2014

Page 4

8.

Refer to your response to prior comment 2. Please tell us why you believe you need not provide disclosure regarding Dr. Drakulic pursuant to Regulation S-K Item 401(c) and to clarify your statement in the first sentence on page 38.

Response:

Dr. Drakulic is no longer an employee of the Company and is only serving as a consultant to the Company.  While Dr. Drakulic is a significant shareholder in the Company and made significant contributions to the Company in the past with respect to the development of the intellectual property underlying the Company’s product, the Company believes that currently and in the future, Dr. Drakulic’s contributions to the Company are, and will be, no more significant than the contributions of a number of other engineers employed by the Company or retained by the Company as consultants.  Therefore, the Company does not believe that Dr. Drakulic would qualify as a significant employee of the Company, regardless of his status as a consultant, and, as such, the Company does not need to provide disclosure regarding Dr. Drakulic pursuant to Item 401(c) of Regulation S-K.  In addition, the Company believes that the fact that Dr. Drakulic returned to the Company as a consultant without an employment agreement, as opposed to returning to the Company as an executive officer or even as an employee, serves as an indication of the nature of his current and future role with the Company, as compared to his former role as an executive officer of the Company.

2013 and 2012 Summary Compensation Table, page 37

9.

Please tell us how your disclosure that no salary was earned in 2013 by your former CEO is consistent with your disclosure under the heading “Employment Agreements.”

Response:

The Company has revised its disclosure on page 38 of Amendment No. 5 to indicate the Mr. Drachman was paid one payment under his employment agreement and that the remainder of the salary due to him is under dispute.

10.

Please tell us why compensation information is not required for Dr. Drakulic pursuant to Regulation S-K, Item 402(m)(2)(iii). In this regard, we note the employment agreement filed as Exhibit 10.13 and the consulting arrangement you reference in response to prior comment 2. Also, with a view to disclosure pursuant to Regulation S-K, Items 101, 303 and 404, please tell us the material terms of your consulting arrangement with Dr. Drakulic.

U.S. Securities and Exchange Commission

May 1, 2014

Page 5

Response:

The Company has revised its disclosure on pages 38-40 of Amendment No. 5 to include compensation information for Dr. Drakulic for 2012 and 2013.

Employment Agreements, page 37

11.

Please reconcile your response to prior comment 2 with your disclosure in the first sentence on page 38.

Response:

The Company has revised its disclosure on page 39 of Amendment No. 5 to indicate that Dr. Drakulic and Ms. Mikolaitis returned to positions with the Company in November 2013 and January 2014, respectively, as consultants without employment contracts.

Selling Stockholders, page 44

12.

Generally, it is inconsistent with Section 5 of the Securities Act to file a registration statement to resell securities underlying convertible or exercisable securities when the related initial registered sale of those convertible or exercisable securities is not complete. From your disclosure in the first paragraph of this section, it appears that you negotiated the conversion terms of the securities after this registration statement was filed. Please provide us your analysis of how this negotiation was consistent with Section 5. Cite in your response all authority on which you rely.

Response:

The Company believes that the terms of its Series C Preferred Stock were complete in all material respects as of the filing of the Company’s original Registration Statement on Form S-1 filed with the Commission on July 22, 2013 (the “Initial Registration Statement”) and that the amendment to the terms of the Series C Preferred Stock that was filed with the Delaware Secretary of State on March 27, 2014 (the “March 27 Filing”) was a clarification of the rights of the holders of the Series C Preferred Stock.

Section 10(a) of the Series C Preferred Stock, as set forth on pages C-18 and C-19 of Exhibit 3.1 to the Company’s Initial Registration Statement, as amended by subsequent amendments to the Company’s Certificate of Incorporation, contemplates nine different “Triggering Events” that, if any such event occurs, will grant additional rights to the holders of the Series C Preferred Stock.  The Triggering Events include (a) if the Company fails to complete a financing or a series of financing by February 12, 2014 that results in gross proceeds to the Company of at least $3,000,000 at a valuation of the Company of at least $30,000,000 (Section 10(a)(v)) (the “Financing Failure”), and (b) from and after the sooner of February 12, 2014 or 120 days after the effective date of the Company’s Registration Statement, if the Company’s common stock fails to be listed on a trading market for more than five trading days within a twelve month period (Section 10(a)(viii)) (the “Listing Failure”).

U.S. Securities and Exchange Commission

May 1, 2014

Page 6

Section 10(b) of the Series C Preferred Stock sets forth the additional rights that the holders of the Series C Preferred Stock may exercise upon the occurrence of a Triggering Event.  The additional rights are (a) redeeming shares of the Series C Preferred Stock in cash for a redemption price above the original stated value of the Series C Preferred Stock, or (b) (i) redeeming shares of the Series C Preferred Stock in shares of the Company’s common stock for a redemption price above the original stated value of the Series C Preferred Stock, (ii) increasing the dividend rate on the Series C Preferred Stock to 18% per annum, or (iii) only upon the occurrence of the Financing Failure, reducing the conversion price of the Series C Preferred Stock from $2.09 to $1.50.

After February 12, 2014, the Financing Failure and the Listing Failure occurred.  Certain holders of the Series C Preferred Stock indicated to the Company that they did not intend to exercise their redemption rights or increase the dividend rate under Section 10(b).  Instead, as a result of the Financing Failure and the Listing Failure, such holders wanted the conversion price of the Series C Preferred Stock to be reduced from $2.09 to $1.50.  As a result, the Company and the holders of the Series C Preferred Stock formalized the decision of such holders through the March 27 Filing, which indicated that upon the occurrence of a Triggering Event other the Financing Failure and the Listing Failure, the holders of the Series C Preferred Stock have all of the rights as per the existing terms of the Series C Preferred Stock and upon the occurrence of the Financing Failure or the Listing Failure, the Company will automatically reduce the conversion price of the Series C Preferred Stock from $2.09 to $1.50.  The March 27 Filing did not create any additional rights for the holders of the Series C Preferred Stock, but simply clarified the rights that the holders of the Series C Preferred Stock intended to avail themselves of, as indicated to the Company and extended those rights to all holders of the Series C Preferred Stock.  The March 27 Filing did not create new terms or mater

April  11, 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. 4  to Registration Statement on Form S -1
Filed March 28 , 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 comments apply to your facts and
circumstances or do no t 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.

Fee Table

1. Please  update the fee table to reflect the changes on the cover page of your prospectus.

Overview, page 1

2. Refer to the third paragraph of this section .  In an appropriate section of your document,
please clarify the nature of the dispute regarding the “status  of [y]our technology.”

Kenneth Londoner
BioSig Technologies, Inc.
April  11, 2014
Page 2

 3. Please tell us where  you believe your prospectus unambiguously informs investors of the
development status of your proposed product, including a clear description of what you
have developed to date and what material hurdles remai n until y ou have completed
development.

Technology and Development Plan, page 28

4. We note your response to prior comment 5 and your re vised disclosures on pages 27 -29.
Please  explain how a proof -of-concept study differs from the “more formal animal
studies” that you reference on page 28 .  Also, please tell us the reasons for t he delays
reflected by the dates in this section compared to the dates in the second paragraph on
page 27 of amendment 2 to your Form S -1; expand appropriate risk factors to clearly
disclose actual delays that you have experienced.

Patents, page 30

5. Please file as an exhibit to your registration statement the assignments mentioned in this
section.

6. We note your responses to prior comments 6 and 8 as well as your revised disclosures on
page 30.  Please revise to explain the differences between the Oc tober 2013 and
December 2013 patent applications so that investors who may not be experts in your
industry can understand what that each application covers.  From your disclosure it
should be clear why you believe the December 2013 application represents “ core
proprietary intellectual property”, while the October 2013 application  does not.  Your
revise d disclosure should also make clear (1) how an application related  to “testing and
training” differs from an application regarding “hardware and software” so that investors
can understand the scope of what rights you have already been assigned and what
remains to be assigned to you, and (2) what are the relevant “certain ” products that you
mention in the last sentence of the penultimate paragraph on page 1.

Executive Officers and Directors, page 34

7. We note your response to prior comment 9; however Regulation S -K, Item 401 (e)(1)
requires disclosure of principal occu pations and  employment during the past five years ,
including the name and principal business of any applicable corporation s or other
organizations .  Therefore, it remains unclear how your disclosure satisfies the
requirements of Item 401.  It is also uncle ar how investors can adequately evaluate your
disclosure about your CFO’s experience without this information.  Please advise or
revise.

8. Refer to your response to prior comment 2.  Please tell us why you believe you need not
provide disclosure  regarding  Dr. Drakulic pursuant to Regulation S -K Item 401(c) and to
clarify your statement in the first sentence on page 38.

Kenneth Londoner
BioSig Technologies, Inc.
April  11, 2014
Page 3

2013 and 2012 Summary Compensation Table, page 37

9. Please tell us how your disclosure that no salary was earned in 2013 by your former CEO
is consistent with your disclosure under the he ading “Employment Agreements.”

10. Please tell us why compensation information is not required for Dr. Drakulic pursuant to
Regulation S -K, Item 402(m)(2)(iii).  In this regard, we note the employment agreement
filed as Exhibit 10.13 and the consulting arrangement you reference in response to prior
comment 2.  Also, with a view to disclosure  pursuant to Regulation S -K, Items 101, 303
and 404 , please tell us the material terms of your consulting ar rangement with Dr.
Drakulic.

Employment Agreements, page 37

11. Please reconcile your response to prior comment 2 with your disclosure in the first
sentence on page 38.

Selling Stockholders, page 44

12. Generally, it is inco nsistent with Section 5 of the Securities Act to file a registration
statement to resell securities underlying convertible or exercisable securities when the
related initial registered sale of those convertible or exercisable securities is not complete.
From your disclosure in the first paragraph of t his section, it appears that you negotiated
the conversion terms of the securities after this registration statement was filed.  Please
provide us your analysis of how this negotiation was consistent with Section 5.  Cite in
your response al l authority on which you rely.

Certain Relationships and Related Party Transactions, page 55

13. Please update your disclosure concerning transactions with related persons .  Please also
show us how the transactions  disclosed  in this section are reconcilable to  (1) the related
party transactions reflected  in your financial statements and (2) developments since the
date of your financial statements.

Rule 144 Shares, page 56

14. Please show us how you determined the numbers disclosed i n response to prior comment
16.

Series C Preferred Stock, page 57

15. Please clarify whether an arbitration award would be considered a judgment  for purposes
of clause (vii) in  your disclosure in this section.

Kenneth Londoner
BioSig Technologies, Inc.
April  11, 2014
Page 4

Exhibits

16. The exhibits that you file pursuant to Regulation S -K Item 601(b)(10) should be
complete,  including all attachments.  Please file the missing information from Exhibit
10.28.  If you believe that you cannot file the missing information at this time due to
other applicable laws, you may withdraw your registration statement and re -file when
you a re able to comply  with the filing requirements.

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:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 accuracy 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 review any amendment prior to the requested effective date o f the
registration statement.

Kenneth Londoner
BioSig Technologies, Inc.
April  11, 2014
Page 5

 You may contact Gary Todd at (202) 551 -3605 if you have questions regarding
comments on the financial statements and related matters.  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.

CORRESP
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    biosigtech-corresp032814.htm

March 28, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed July 22, 2013

File No. 333-190080, as amended (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 4 to Form S-1 (“Amendment No. 4”), marked to show changes from Amendment No. 3 to Registration Statement on Form S-1 of the Company (File No. 333-190080), filed with the Securities and Exchange Commission (the “Commission”) on January 21, 2014 (“Amendment No. 3”).  We acknowledge receipt of the letter of comment dated February 10, 2014 (the “Comment Letter”) from the staff (the “Commission Staff”) of the Division of Corporation Finance of the Commission regarding the Registration Statement.  The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

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 with a copy of Mr. Drachman’s arbitration claim and any response you have made to the arbitrator.

Response:

The Company has revised the disclosure on page 1 of Amendment No. 4 to include discussion of the arbitration claim by Mr. Drachman against the Company and the Company’s counter-claim against Mr. Drachman.  Attached supplementally as Exhibit A to this letter is a copy of Mr. Drachman’s arbitration claim against the Company, and attached supplementally as Exhibit B to this letter is a copy of the Company’s response and arbitration counter-claim against Mr. Drachman.

2.

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

Response:

As noted in “Risk Factors – We rely on key officers, consultants and scientific and medical advisors, and their knowledge of our business and technical expertise would be difficult to replace,” Mr. Drachman terminated most of the Company’s employees and consultants, including Dr. Drakulic, in October 2013, at which time Dr. Drakulic also resigned as a member of the Company’s board of directors.  When Dr. Drakulic returned to the Company in November 2013, he returned as a consultant, rather than as an officer.

Upon becoming a publicly-reporting company..., page 13

3.

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

Response:

The Company revised its disclosure to indicate that review and evaluation first would be required for the fiscal year ended December 31, 2015 because the Company would not be obligated to comply with the internal control over financial reporting for its first annual report after becoming a public company, which would be for the fiscal year ended December 31, 2014, but would be obligated to comply with the internal control requirements for its second annual report after becoming a public company, which would be for the fiscal year ended December 31, 2015.

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.

Response:

The Company did not commission any of the data referenced in Amendment No. 4.  All information is publicly available on the internet from the American Heart Association, Heart Rhythm Society, Centers for Disease Control, and market research reports.

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 the delay, and information regarding why your 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 experienced.

Response:

The references to the Company’s existing animal study were incorrectly removed from Amendment No. 3 and replaced with language related to future animal studies due to a misunderstanding with the trial leader.  The Company has reinserted its discussion of the animal study on pages 23, 27, 28 and 29 and has clarified that the animal study that is currently being conducted is a proof-of-concept study.

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.

Response:

The Company has updated its disclosure on page 30 of Amendment No. 4 to explain that the December 2013 patent application was assigned to the Company in March 2014.  The October 2013 patent application, which is being disputed by Mr. Drachman, was not developed by Dr. Drakulic, but was developed by Mr. Drachman while he was employed by the Company and represents an application for a different application and use of the Company’s proprietary technology that the Company had not originally intended to explore in the near future.  The October 2013 patent application does not represent the Company’s core proprietary intellectual property.  Attached supplementally as Exhibit C to this letter is a copy of the October 2013 patent application, and attached supplementally as Exhibit D to this letter is a copy of the December 2013 patent application and assignment.

7.

Based on your response to prior comment 4, it is unclear 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 disclosure is not material to investors.

Response:

The Company has revised its disclosure on page 30 of Amendment No. 4 to explain the differences in the Company’s filed and future patent applications and the importance of the Company’s future patent applications.

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 disclosure, 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.

Response:

The Company has revised its disclosure on page 30 of Amendment No. 4 to explain the consequences of a loss of the Company’s rights to the October 2013 patent application.  The Company also notes that it has revised its disclosure in Amendment No. 4 concerning its trademarks to correct an misunderstanding related to the status of its trademarks.

Executive Officers and Directors, 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.

Response:

The Company has revised its disclosure on page 34 of Amendment No. 4 to remove all references to specific companies for which Mr. Chaussy consulted during the past five years, so as to avoid confusion that Mr. Chaussy offered consulting services to only a small number of companies.  Mr. Chaussy has offered consulting services to dozens of small publicly reporting companies during the past five years and the Company believes that disclosure of any specific company for which Mr. Chaussy consulted is immaterial and potentially confusing to investors.

Summary Compensation Table, page 36

10.

Please disclose the material terms of the stock award reflected in the table. For example, what was the number of shares awarded?

Response:

The Company has revised its disclosure on page 37 of Amendment No. 4 to disclose the material terms of the stock award reflected in the table.

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 all authority on which you rely.

Response:

The Company has revised its disclosure on page 37 of Amendment No. 4 to disclose the fair market value of the options granted to Mr. Drachman that were subsequently rescinded.

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 statement.

Response:

The Company has filed Amendment No. 1 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan as Exhibit 10.27 to Amendment No. 4.

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 entities identified in the table.

Response:

The Company has revised its disclosure on page 40 of Amendment No. 4 to disclose the natural persons who exercise the relevant sole or shares voting and dispositive powers.

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 deadline that you mention on page 59.

Response:

The Company has revised its disclosure on page 44 of Amendment No. 4 to include an explanation of the liquidated damages owed to the holders of the Company’s Series C Preferred Stock as a result of certain failures by the Company under the registration rights agreement with such holders.

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.

Response:

The Company has revised its disclosure in footnote 134 on page 54 of Amendment No. 4 to include the warrants held by Laidlaw & Company (UK) Ltd. that are not being registered in Amendment No. 4.

Rule 144, page 54

16.

With a view toward balancing your disclosure added in response 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.

Response:

The Company has revised its disclosure on page 56 of Amendment No. 4 to describe the securities that will satisfy the holding period requirements of Rule 144 in the future.

Please direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

Very truly yours,

/s/ Rick A. Werner

Rick A. Werner, Esq.

cc:           Kenneth Londoner, BioSig Technologies, Inc.

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

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.

CORRESP
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    biosigcorresp011614.htm

January 21, 2014

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed July 22, 2013

File No. 333-190080, as amended (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 3 to Form S-1 (“Amendment No. 3”), marked to show changes from Amendment No. 2 to Registration Statement on Form S-1 of the Company (File No. 333-190080), filed with the Securities and Exchange Commission (the “Commission”) on October 4, 2013.  We acknowledge receipt of the letter of comment dated October 21, 2013 (the “Comment Letter”) from the staff (the “Commission Staff”) of the Division of Corporation Finance of the Commission regarding the Registration Statement.  The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Prospectus Cover

1.

We note your revision in response to prior comment 1. However, the disclosure about sales “not in the public market” that remains as the last clause in the relevant sentence no longer addresses the price at which the shares will be sold – which appears to be the point of the sentence. If you mean that the selling stockholders will sell their securities at the disclosed fixed price until your common shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices, please say so clearly and directly here and throughout your prospectus where relevant. Also ensure that the sentence refers to the price at which the securities will be sold, not merely the price at which they are offered.

Response:

The Company has revised the disclosure in the second paragraph under its logo on the prospectus cover, in the Prospectus Summary section and in the Plan of Distribution section of Amendment No. 3 to clarify that the selling stockholders will be selling their shares of common stock at a fixed price until the Company’s common stock is quoted on the OTC Bulletin Board, and after the Company’s common stock is quoted on the OTC Bulletin Board, the shares of common stock may be sold at prevailing market prices or privately negotiated prices.

U.S. Securities and Exchange Commission

January 21, 2014

Page 2

Business, page 21

2.

We note your additional disclosure that cites studies and reports. Please update your response to comment 17 in our letter to you dated August 16, 2013.

Response:

To the Company’s knowledge, the studies and data cited and referenced in the “Business” section of Amendment No. 3 represent the most recent relevant studies and data available.

Initial Analysis, page 26

3.

We note that your revised disclosure in response to prior comment 12 indicates that the recording came from a “real-life challenging recording environment”; however, your response and disclosure do not indicate whether this environment is typical.

Accordingly, please address this aspect of the prior comment. If the data you depict is not typical of data recorded on currently sold equipment, please revise your disclosure to make this clear and indicate the portion of the current recording market that generates data of the type of depict.

Response:

The Company believes that the depicted data on page 27 of Amendment No. 3 represents a typical recording environment.  According to S. J. Asirvatham, MD, et. al., obtaining cardiac recordings in a typical electrophysiology laboratory represents a significant challenge.  S. J. Asirvatham, MD, et. al., stated: “Successful mapping and ablation in the electrophysiology laboratory is critically dependent on acquiring multiple, low-amplitude, intracardiac signals in the presence of numerous sources of electric noise and interference and displaying these signals in an uncomplicated and clinically relevant fashion, with minimal artifacts. This represents a significant engineering challenge and, in real-life electrophysiology laboratory, is not always successful.” (“Signals and Signal Processing for the Electrophysiologist,” Circ Arrhythm Electrophysiol. 2011;4:965-973).  Therefore, characterizing that the data came from a “real-life challenging recording environment” is an accurate representation of the nature of a typical recording environment.

U.S. Securities and Exchange Commission

January 21, 2014

Page 3

Intellectual Property, page 29

4.

We note your disclosure added in response to prior comment 15. If the absence of a clear agreement assigning the technology to the registrant creates risks or uncertainties concerning the registrant’s ownership of the technology that you identify throughout the prospectus as belonging to the registrant, please provide us your analysis supporting your conclusion that you need not highlight this issue in your prospectus summary and include a risk factor to explain.

Response:

The Company has updated the disclosure on page 30 of Amendment No. 3 with respect to the Company’s patent applications.  The patent application that the Company filed in December 2013 represents the initial foundational intellectual property upon which its main product, the PURE EP System, can be evaluated.  The Company is currently preparing a patent application that includes the intellectual property representing the underlying technology of the PURE EP System.  The Company believes that it has full ownership of the technology underlying its products, and neither additional disclosure nor a risk factor discussing the Company’s ownership of its technology is necessary.

Biographical Information, page 32

5.

We note your response to prior comment 16 indicating that Mr. Chaussy has not served as an executive officer during the past five years; however, your disclosure that he has acted as a chief financial officer “since 2001” suggests that he still serves as an executive officer at a public company. Please revise your disclosure to provide more specific information regarding when he served in the roles and at each company you have highlighted. Ensure that your disclosure fully addresses the executive officers’ business experience during the last five years. In this regard, the experience of your CEO from September 2012 to September 2013 also is unclear; please revise.

Response:

The Company has revised the disclosure on page 33 of Amendment No. 3 to provide more specific information with respect to Mr. Chaussy’s biographical information.  Because the Company’s former CEO resigned and his biographical information was removed from Amendment No. 3, no further revisions were necessary.

U.S. Securities and Exchange Commission

January 21, 2014

Page 4

BioSig Technologies, Inc. 2012 Equity Incentive Plan, page 36

6.

According to the first paragraph of this section, it appears that you have granted options for more shares than are reserved under your 2012 plan. Please tell us how such excess grants are possible and the status of those grants.

Response:

The Company has revised the disclosure on page 38 of Amendment No. 3 to include the accurate number of shares that are reserved for issuance under the Company’s 2012 Equity Incentive Plan.

Selling Stockholders, page 39

7.

Your response to prior comment 18 suggests that warrants issued as consideration for amending the registration rights agreement and securities purchase agreement are included in the shares offered by the selling stockholders. If true, please revise this section to clarify, and ensure that your disclosure in this section makes clear the number of shares offered by each selling stockholder that underlie those warrants.

Response:

The Company has revised the disclosure on pages 43 to 52 of Amendment No. 3 to clarify the number of warrants that were offered to the selling stockholders as consideration for amending the Company’s registration rights agreement and securities purchase agreement.  Certain of the selling stockholders are only offering half of the warrants that such selling stockholders had received as consideration for amending the Company’s registration rights agreement and securities purchase agreement, while the remainder of the selling stockholders are not offering any of the warrants that such selling stockholders had received as consideration for amending the Company’s registration rights agreement and securities purchase agreement.

Rule 144, page 46

8.

Please apply the rules that you cite in response to prior comment 21 to your facts and circumstances to tell us, with a view toward clarified disclosure, on what dates material amounts of your securities will be eligible for sale in reliance on Rule 144 and the number of shares eligible for sale on those dates.

Response:

The Company has revised the disclosure on page 54 of Amendment No. 3 to include the number of shares of the Company’s common stock that are currently eligible for sale by non-affiliates of the Company in reliance on Rule 144.

U.S. Securities and Exchange Commission

January 21, 2014

Page 5

Please direct any questions or comments concerning this response to the undersigned at (212) 659-4974.

Very truly yours,

/s/ Rick A. Werner

Rick A. Werner, Esq.

cc:           Kenneth Londoner, BioSig Technologies, Inc.

October  21, 2013

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

Re: BioSig Technologies, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed October 4 , 2013
  File No. 333 -190080

Dear Mr. Drachman :

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 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 .

Prospectus Cover

1. We note your revision in response to prior comment 1.  However, the disclosure about
sales “not in the public market” that remains as the last clause in the relevant sentence no
longer addresses the price at which the shares will be sold – which appears to be the point
of the sentence.  If you mean that the selling stockholders will sell their securities at the
disclosed fixed price until your common shares are quoted on the OTC Bulletin Board
and thereafter at prevailing market price s or privately negotiated prices, please say so
clearly and directly here and throughout your prospectus where relevant.  Also ensure
that the sentence refers to the price at which the securities will be sold, not merely the
price at which they are offered .

David J. Drachman
BioSig Technologies, Inc.
October  21, 2013
Page 2

 Business, page 21

2. We note your additional disclosure that cites studies and reports.  Please update your
response to comment 17 in our lette r to you dated August 16, 2013.

Initial Analysis, page 26

3. We note that your revised disclosure in response  to prior comment 12 indicates that the
recording came from  a “real -life challenging recording environment”; however, your
response and disclosure do not indicate whether this environment is typical.
Accordingly, please address this aspect of the prior co mment.   If the data you depict is
not typical of data recorded on currently sold equipment, please revise your disclosure to
make this clear and indicate the portion of the current recording market that generates
data of the type of depict.

Intellectual  Property, page 29

4. We note your disclosure added in response to prior comment 15.  If the absence of a clear
agreement assigning the technology to the registrant  creates risks or uncertainties
concerning  the registrant’s ownership of the technology that you identify  throughout the
prospectus as belonging to the registrant, please provide us your analysis supporting your
conclusion that  you need  not highlight this issue in your prospectus summary and include
a risk factor to explain.

Biographical Information, page 32

5. We note y our response to prior comment 16 indicating that Mr. Chaussy has not served
as an executive officer during the past five years; however, your disclosure that he has
acted as a chief financial officer “since 2001” suggests that he still serves as an executi ve
officer  at a public company.  Please revise your disclosure to provide more specific
information regarding when he served in the roles and at each company you have
highlighted.  Ensure that your disclosure fully addresses the executive officers’ busines s
experience during the last five years.  In this regard, the experience of your CEO from
September 2012 to September 2013 also is unclear; please revise.

BioSig Technologies, Inc. 2012 Equity Incentive Plan , page 36

6. According to the first paragraph of  this section, it appears that you have granted options
for more shares than are reserved under your 2012 plan.  Please tell us how such excess
grants are possible a nd the status of those grants.

David J. Drachman
BioSig Technologies, Inc.
October  21, 2013
Page 3

 Selling Stockholders, page 39

7. Your response to prior comment 18 suggests that warrants issued  as consideration for
amending the registration rights agreement and securities purchase agreement are
included in the shares offered by the selling stockholders.  If true, please revise this
section to clarify , and ensure that your disclosure  in this section make s clear the number
of shares offered by eac h selling stockholder  that unde rlie those warrants.

Rule 144, page 46

8. Please apply the rules that you cite in response to prior comment 21 to your facts and
circumstances to tell us, with a view toward clarified disclosure, on what dates material
amounts of your  securities will be eligible for sale in reliance on Rule 144 and the
number of shares eli gible for sale on those dates.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes 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 o f 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:

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

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy 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 review any amendment prior to the requested effective date of the
registration statement.

David J. Drachman
BioSig Technologies, Inc.
October  21, 2013
Page 4

You may contact Pr aveen Kartholy at (202) 551 -3778 or Gary Todd at (202) 551 -3605 if
you have questions regarding comments on the financial statements and related matters.  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.

CORRESP
1
filename1.htm

    biosigtech-corresp100313.htm

October 4, 2013

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:

BioSig Technologies, Inc.

Registration Statement on Form S-1, originally filed July 22, 2013

File No. 333-190080, as amended (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 2 to Form S-1 (“Amendment No. 2”), marked to show changes from Amendment No. 1 to Registration Statement on Form S-1 of the Company (File No. 333-190080), filed with the Securities and Exchange Commission (the “Commission”) on September 11, 2013 (“Amendment No. 1”).  We acknowledge receipt of the letter of comment dated September 27, 2013 (the “Comment Letter”) from the staff (the “Commission Staff”) of the Division of Corporation Finance of the Commission regarding the Registration Statement.  The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Prospectus Cover

1.

We note your revisions in response to prior comment 6. Please tell us what you intend as the difference between “privately negotiated prices” and “transactions that are not in the public market” in the second paragraph under your logo on the prospectus cover and on page 54.

Response:

The Company has revised the disclosure in the second paragraph under its logo on the prospectus cover, in the Prospectus Summary section and in the Plan of Distribution section of Amendment No. 2 to clarify that after the Company’s common stock is quoted on the OTC Bulletin Board, the shares of common stock may be sold at prevailing market prices or in transactions that are not in the public market.

Prospectus Summary, page 1

1

U.S. Securities and Exchange Commission

October 4, 2013

Page 2

2.

Please highlight in your prospectus summary the information provided in response to prior comment 18.

Response:

The Company has included the information in the prospectus summary on page 1 of Amendment No. 2.

Risk Factors, page 2

3.

We note your revised disclosure on page 17 concerning your research and development expenses for the six months ended June 30, 2013. Please revise your risk factor disclosure to address how the funding constraints you reference have impacted your product development.

Response:

The Company has revised the risk factor on page 2 of Amendment No. 2 to disclose the impact that funding constraints have on the Company’s product development.

We are obligated to develop and maintain..., page 13

4.

Please refer to the Instructions to Regulation S-K, Item 308 and revise your disclosure concerning the December 31, 2013 date to reflect the correct fiscal year.

Response:

The Company has revised the disclosure on page 12 of Amendment No. 2 to reflect that it would be required to perform the annual review and evaluation of its internal controls no later than for the fiscal year ending December 31, 2014.

While we currently qualify as an “emerging growth company,” page 13

5.

We note the last paragraph of your response to prior comment 3. Please tell us why the material that you circulated in connection with this offering in reliance on Section 5(d) of the Securities Act indicates that this is a private offering and refers to an offering of securities that are not being sold in connection with this offering.

2

U.S. Securities and Exchange Commission

October 4, 2013

Page 3

Response:

The written material that was provided supplementally with the response letter accompanying Amendment No. 1 (the “PPM”) was distributed in connection with a private placement of the Company’s Series C Preferred Stock and related warrants and was not distributed in anticipation of the secondary offering being registered on Amendment No. 2.  To clarify the Company’s response to prior comment 3, the PPM was distributed in connection with an offering that was exempt from registration pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and was not distributed in reliance on Section 5(d) of the Securities Act in connection with this secondary offering being registered on Amendment No. 2.  The Company supplementally provided the PPM in order to provide the Commission Staff with all distributed materials related to the securities that are convertible or exercisable into the shares of common stock that are being registered on Amendment No. 2.

Risks Related to our Series C Preferred Stock, page 14

6.

Please provide us your analysis of whether your dividend obligation to your preferred stockholders presents a risk to investors purchasing common stock in this offering.

Response:

The Company has added a risk factor addressing the dividend obligation to the holders of its Series C Preferred Stock on page 14 of Amendment No. 2.

Our Series C Preferred Stock and our warrants, page 14

7.

Please address that part of prior comment 8 that asked you to highlight in the risk factor the extent to which you historically have reduced the original conversion or exercise prices of outstanding securities.

Response:

The Company has made the requested revision by expanding the discussion in the risk factor beginning “Our Series C Preferred Stock and our warrants” on page 14 of Amendment No. 2.

Overview, page 21

8.

We note your revision mentioned in response to prior comment 20. Please disclose the criteria that you used to determine that the changes were “significant” and “material” as you mention in the first bullet point on page 23.

Response:

The Company has revised its disclosure in the first bullet point on page 23 of Amendment No. 2 to remove the terms that qualify the reduction in baseline wander, noise, and artifacts and the higher diagnostic value provided by the PURE EP System as compared to the original recordings.

Our Industry, page 23

3

U.S. Securities and Exchange Commission

October 4, 2013

Page 4

9.

Please tell us why you have revised your disclosure in the second paragraph in this section to remove discussion of the 2011 study and replaced it with 2010 information.

Response:

The Company removed the discussion of the 2011 study because the 2011 study used data that was collected in 2006, while the 2010 study employed more recent information.  The Company has further revised its disclosure on page 23 of Amendment No. 2 with respect to ablation studies.

Treatment of Atrial Fibrillation..., page 24

10.

Please ensure that the disclosure that you present is balanced. For example, given the information that you present in this section, it is unclear how investors would know of the limitations mentioned at the bottom of page 61 of the material that you attached to your response letter and the issues mentioned in the first paragraph on page 62 of that material.

Response:

The Company has expanded the disclosure on page 24 of Amendment No. 2 to include the limitations and challenges relating to atrial fibrillation and ventricular tachycardia.

11.

Please clarify what you mean by “Mahapatra S.”

Response:

The Company has clarified that this is the name of a physician that published a relevant study cited on page 24 of Amendment No. 2.

Initial Analysis, page 26

12.

We note your response to prior comment 21; however, you did not tell us whether the recording from the “competitive” system represents a typical recording. Please address this aspect of the comment.

Response:

The Company has revised the caption on page 26 of Amendment No. 2 to clarify that the original recording was recorded in a challenging recording environment, which was more relevant to the initial analysis than the actual system that produced the recording.

Strategic Alliances, page 27

4

U.S. Securities and Exchange Commission

October 4, 2013

Page 5

13.

Please expand your disclosure in the second paragraph to clarify when your collaboration with Dr. Natale and Dr. Di Biase occurred.

Response:

The Company has expanded its disclosure on page 27 of Amendment No. 2 to include the duration of the Company’s collaboration with Dr. Natale and Dr. Di Biase.

Intellectual Property, page 29

14.

Please disclose the substance of your response to prior comment 25. In your revised disclosure, please clarify how you currently have rights to the technology if it has not yet been assigned to you. File all related agreements as exhibits to your registration statement.

Response:

The Company has expanded its disclosure on page 29 of Amendment No. 2 to explain its current rights to the intellectual property necessary for its products.  There are no agreements related to the intellectual property used by the Company.

Government Regulation, page 29

15.

We note your revised disclosure in response to prior comment 26; however, you have not addressed the second sentence of the prior comment. Please disclose the implications in the event your belief concerning classification is incorrect, and add any material risk factors, as appropriate.

Response:

The Company has disclosed the implications if its belief concerning the classification of its product is incorrect on page 30 of Amendment No. 2.  The Company believes that the likelihood of its product being classified as a Class III device is sufficiently remote that no material risk factor is necessary.

Biographical Information, page 32

16.

We note your revised disclosure in response to prior comment 30 concerning Mr. Chaussy's past service as the chief financial officer for “small publicly traded” companies. To the extent that he held any of these positions during the past five years, please disclose the information required by Regulation S-K, Item 401(e)(1) and ensure that the period during which Mr. Chaussy worked for those entities is clear.

5

U.S. Securities and Exchange Commission

October 4, 2013

Page 6

Response:

The Company notes that Mr. Chaussy has not held any executive officer positions for any public companies during the past five years.

Security Ownership of Certain Beneficial Owners and Management, page 37

17.

Please include the information in the tabular form indicated by Regulation S-K Item 403(b) for your management’s beneficial ownership of your series A and B shares. In addition, show the effect of this offering on your disclosure in this section, including the automatic conversion mentioned in response to prior comment 49.

Response:

The Company has made the requested revision by adding a table addressing its management’s beneficial ownership of its shares of Series B Preferred Stock and revising the existing beneficial ownership table for its shares of Series C Preferred Stock on page 39 of Amendment No. 2.  No member of the Company’s management owns shares of the Company’s Series A Preferred Stock.

Selling Stockholders, page 39

18.

Regarding your response to prior comment 41:

·

Please explain to us how you determined the size of your public float. In this regard, we note the holdings of your officers and directors as disclosed in your beneficial ownership table. As appropriate, please provide us with a revised analysis concerning the relative size of the present offering.

Response:

The determination whether the offering covered by Amendment No. 2 is a valid secondary offering is based on all of the circumstances of the offering, including but not limited to those addressed by the Staff in its comment above.  Therefore, before answering the Staff’s specific questions, the Company is providing some background regarding its overall analysis and all of the factors that the Company considered in concluding that the offering is a valid secondary offering.

Background

As described in our response to prior comment 41, in determining that none of the selling stockholders should be deemed underwriters with respect to the offering covered by the Registration Statement and that the offering is a valid secondary offering, the Company reviewed the guidance set forth in Interpretive Response 612.09, posted by the Staff on January 26, 2009, which provides that:

6

U.S. Securities and Exchange Commission

October 4, 2013

Page 7

“It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 ‘public float’ test for a primary offering, or because Rule 415(a)(l)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.” (emphasis added)

Applying the guidelines above, the Company analyzed (1) how long the selling stockholders have held the securities, (2) the circumstances under which the securities were received, (3) their relationship to the Company, (4) the amount of shares involved, (5) whether the selling stockholders are in the business of underwriting securities, and (6) whether the circumstances indicate that the selling stockholders are acting as a conduit for the Company.  A description of the Company’s analysis with respect to each of these factors is set forth in detail in our response to prior comment 41.  Below is a summary of the Company’s analysis with respect to each factor:

·

How long the selling stockholders have held the securities.  To date, the selling stockholders holding a majority of the securities have held their shares of the Company’s Series C Preferred Stock and related warrants since February 2013.  In addition, it is unlikely that the selling stockholders will be able to sell the shares of the Company’s common stock underlying the securities in any sort of immediate fashion and the selling stockholders will likely remain holders of the Company’s securities for an extended period of time due to the lack of a current market for the Company’s common stock, the anticipated time it will take for the Company’s common stock to be eligible for trading on the OTC Bulletin Board and the anticipated relative illiquidity of the Company’s common stock due to a lack of analyst coverage for, and investor interest, in the Company.  Further, none of the selling stockholders have converted or exercised any portions of the securities, and no shares underlying the securities have therefore been issued.  Finally, although the selling stockholders had registration rights for the common stock underlying the securities, registration rights, in and of themselves, do not evidence an intent on the part of the selling stockholders to sell shares. The fact that the Registration Rights Agreement originally contemplated a generous 120-day window before the filing of the registration statement (as opposed to a more typical 30-day period), which was subsequ

September  27, 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.
Amendment No. 1 to Registration Statement on Form S -1
Filed September  11, 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 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.

Prospectus Cover

1. We note your revisions in response to prior comment 6.  Please tell us what you intend as
the difference between “privately negotiated prices” and “transactions that are not in the
public market” in the second paragraph under your logo on the prospectus cover and on
page 54.

Prospectus Summary, page 1

2. Please highlight in your prospectus summary the information provided in response to
prior comment 18.

Kenneth Londoner
BioSig Technologies, Inc.
September  27, 2013
Page 2

 Risk Factors, page 2

3. We note your revised disclosure on page 17 concerning your research and development
expenses for the six months ended June 30, 2013.  Please revise your risk factor
disclosure to address how the funding constraints you reference have impacted your
product development.

We are obligated to develop and maintain…,  page 13

4. Please refer to the Instructions to Regulation S -K, Item 308 and revise your disclosure
concerning the December 31, 2013 date to reflect the correct fiscal year.

While we currently qualify  as an “emerging growth company,” page 13

5. We note the last paragraph of your response to prior comment 3.  Please tell us why the
material that you circulated in connection with this offering in reliance on Section 5(d) of
the Securities Act indicate s that this is a private offering and refer s to an offering of
securities that are not being sold in connection with this offering .

Risks Related to our Series C Preferred Stock, page 14

6. Please provide us your analysis of whether your dividend obligation to your preferred
stockholders presents a risk to investors purchasing  common stock in this offering.

Our Series C Preferred Stock  and our warrants , page 14

7. Please address that part of prior  comment 8 that asked you to highlight in the risk factor
the exten t to which you historically have reduced the original conversion or exercise
prices of outstanding securities.

Overview, page 21

8. We note your revision mentioned in response to prior comment 20.  Please disclose the
criteria that you used to determine tha t the changes were “significant” and “material” as
you mention in the first bullet point on page 23.

Our Industry, page 23

9. Please tell us why you have revised your disclosure in the second paragraph in this
section  to remove discussion of the 2011 study and replaced it with 2010 information.

Kenneth Londoner
BioSig Technologies, Inc.
September  27, 2013
Page 3

 Treatment of Atrial Fibrillation…, page 24

10. Please ensure that the disclosure that you present is balanced.  For example, given the
information that you present in this section, it is unclear how investors would know  of the
limitations mentioned at the bottom of page 61 of the material that you attached to your
response letter and the issues mentioned in the first paragra ph on page 62 of that material.

11. Please clarify w hat you mean by “Mahapatra S.”

Initial Analysis,  page 26

12. We note your response to prior comment 21; however, you did not tell us whether the
recording from the “competitive” system represents a typical recording.  Please address
this aspect of the comment.

Strategic Alliances , page 27

13. Please expand your disclosure in the second paragraph to clarify when your collaboration
with Dr. Natale and Dr. Di Biase occurred.

Intellectual Property, page 29

14. Please disclose the substance of your response to prior comment 25.   In your revised
disclosure, please c larify how you currently have rights to the technology if it has not yet
been assigned to you.  File all related agreements as exhibits to your registration
statement.

Government Regulation, page 29

15. We note your revised disclosure in response to prior comment 26; however, you have not
addressed the second sentence of the prior comment.  Please disclose the implications in
the event  your belief concerning classification is incorrect , and add any material risk
factors, as appropriate.

Biographical Informa tion, page 32

16. We note your revised disclosure in response to prior comment 30 concerning Mr.
Chaussy's past service as the chief financial officer for “small publicly  traded”
companies.   To the extent that he held any of these positions during the past five years,
please disclose the information requ ired by Regulation S -K, Item 401 (e)(1)  and ensure
that the period during which Mr. Chaussy worked for those  entities is clear.

Kenneth Londoner
BioSig Technologies, Inc.
September  27, 2013
Page 4

 Security Ownership of Certain Beneficial Owners and Management, page 37

17. Please include the information in the tabular form indicated by Regulation S -K Item
403(b) for your management’s beneficial ownership of your series A and B shares.  In
addition, show the effect of this offering on your disclosure in this section, including the
automatic conversion mentioned in  response to prior comment 49.

Selling Stockholders, page 39

18. Regarding your response to prior comment 41:
 Please explain to us how you determined the size of your public float.   In this regard,
we note the holdings of your officers and directors as disclosed in yo ur beneficial
ownership table.   As appropriate, please provide us with a revised analysis concerning
the relative size of the present offering.
 Please clarify how the agreements described on page 49 and in footnote 17 to the
selling stockholders table affect your a nalysis.
 On page 15 of your response letter , you say that in August 2013 you issued securities
for interest on notes that you say on page 13 were exchanged for shares and warrants
in Febr uary 2013 .  Please clarify in your prospectus why the exchanged notes
continue to ea rn interest, the interest rate, and the rate at which the interest was
converted into shares.

19. Please reconcile the $2.61 warrant exercise price mentioned in your response to prior
comment 41 with the $2.09 exercise price mentioned in the fi rst paragraph  of this section.

20. Please confirm that the table on page 40 reflects the s ame number of shares offered as
does the fee table.

Rule 144 Shares , page 46

21. With a view toward clarification of your disclosure added in response to prior comment
52, please tell us when you believe your common equity can be resold pursuant to Rule
144.

Series C Preferred Stock, page 48

22. Refer to your disclosure that the holders of the Series C Preferred Stock vote together
with your common stock on an as -converted basis, but may not vote the Series C stock in
excess of 4.99% or 9.9 9% of your then outstanding shares.  Please clarify when the
4.99% applies and when the 9.99% limitation applies.  Also, please clarify which Series
C stockholders will be unable to vote when the outstanding Series C represents more than
the applicable perce ntage of co mmon on an as -converted basis.

Kenneth Londoner
BioSig Technologies, Inc.
September  27, 2013
Page 5

 Plan of Distribution, page 54

23. Please expand your response to prior comment 58 to tell us the basis for your conclusion
stated in the first sentence in that respons e.

Recent Sales of Unregistered Securities, page  II-1

24. Please refer to prior comment 70 , and provide us with a response that reconciles the
information contained here with the information contained on pages F -21 and F -24.

Exhibits

25. Please refer to prior comment 71 , and file the exhibits to Exhibit 10.5 and the schedules
to Exhibit 10.6.

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 disclosur es 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:

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

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

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proce eding 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 th e 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 review any amendment prior to the requested effective date of the
regist ration statement.

Kenneth Londoner
BioSig Technologies, Inc.
September  27, 2013
Page 6

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 matters.  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.

CORRESP
1
filename1.htm

    biosigtech-corresp091013.htm

September 11, 2013

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Russell Mancuso

Re:           BioSig Technologies, Inc.

Registration Statement on Form S-1

Filed July 22, 2013

File No. 333-190080

Ladies and Gentlemen:

On behalf of BioSig Technologies, Inc. (the “Company”), transmitted herewith for filing is Amendment No. 1 to Form S-1 (“Amendment No. 1”), marked to show changes from the Registration Statement on Form S-1 of the Company (File No. 333-190080), filed with the Securities and Exchange Commission (the “Commission”) on July 22, 2013 (the “Registration Statement”).  We acknowledge receipt of the letter of comment dated August 16, 2013 (the “Comment Letter”) from the staff (the “Commission Staff”) of the Division of Corporation Finance of the Commission regarding the Registration Statement.  The following are the Company’s responses to the Comment Letter. The Company’s responses are numbered to correspond to the Commission Staff’s comments as numbered in the Comment Letter. For your convenience, each of the Commission Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the Company’s corresponding response set forth immediately under such comment.

Form S-1 Facing Page

1.

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

Response:

The Company has made the requested revision by amending footnote 1 on the facing page of Amendment No. 1.

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 the price at which the shares are being offered as “estimated” when it is fixed.

U.S. Securities and Exchange Commission

September 11, 2013

Page 2

Response:

The Company has revised footnote 2 of the fee table to explain how the proposed maximum offering price per share was determined and how the amount of registration fee was calculated in accordance with Rule 457(o) of Regulation C.

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 growth company;

·

Describe how and when a company may lose emerging growth company status;

·

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, please 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 that is participating or will participate in your offering.

U.S. Securities and Exchange Commission

September 11, 2013

Page 3

Response:

The Company has added a discussion of its status as an emerging growth company on page 13 of Amendment No. 1.

Attached supplementally as Exhibit A to this letter is a copy of the written communications, as defined in Rule 405 under the Securities Act, that the Company or its placement agent presented to potential investors in reliance on Section 5(d) of the Securities Act.  There have been no research reports prepared on behalf of the Company.

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.

Response:

The Company has added a section entitled “Determination of Offering Price” on page 15 of Amendment No. 1 to describe the various factors considered in determining the $2.09 offering price.

5.

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

Response:

The Company has disclosed its net tangible book value on page 15 of Amendment No. 1.

Prospectus Cover

6.

It is unclear what you mean by “until a market develops” in the first sentence of the second paragraph. We note your 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 privately 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.

Response:

The Company has revised its disclosure on the Prospectus Cover, in the “Offering Price” section on page 1 of Amendment No. 1 and in the “Plan of Distribution” section on page 54 of Amendment No. 1 to clarify that the selling stockholders will sell at a fixed price until the Company’s shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

U.S. Securities and Exchange Commission

September 11, 2013

Page 4

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 your 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.

Response:

The Company does not intend to register its common stock under Section 12(g) of the Exchange Act before its Form S-1 is effective.  The Company has added an applicable risk factor relating to its lack of intent to register its common stock under Section 12(g) of the Exchange Act on page 12 of Amendment No. 1.

8.

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

Response:

The Company has added a risk factor describing the effect on common stockholders of the anti-dilution provisions in our other securities on page 14 of Amendment No. 1.

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.

Response:

The Company has revised its disclosure regarding forward looking statements on page 14 of Amendment No. 1 to delete any indications that aspects of its disclosure may not be 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 registered offering.

U.S. Securities and Exchange Commission

September 11, 2013

Page 5

Response:

The Company has relocated its discussion of the use of the exercise proceeds to the “Description of Securities” section on page 46 of Amendment No. 1.

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 page 18.

Response:

The Company has explained the costs associated with the “beneficial conversion feature” of its Series C Preferred Stock on page 18 of Amendment No. 1.  Also, the Company has updated the “Results of Operations” section and the “Liquidity and Capital Resources” section for the six month period ended June 30, 2013.

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.

Response:

The Company has expanded its discussion of the change in its general and administrative expenses on page 18 of Amendment No. 1 to more fully explain the increase in such expenses.

Liquidity and Capital Resources, page 19

13.

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

Response:

The Company has included a discussion of the effect on its liquidity of its obligations to the holders of its Series C Preferred Stock on page 20 of Amendment No. 1.

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.

U.S. Securities and Exchange Commission

September 11, 2013

Page 6

Response:

The Company has deleted the sentence that discloses that the representatives confirmed the positive results on page 22 of Amendment No. 1.

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.

Response:

The Company has clarified the status of the use of ablation as therapy for arrhythmia on page 24 of Amendment No. 1.

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 “Strategic 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.

Response:

The Company has explained its relationships with the physicians affiliated with the institutions mentioned in the “Strategic Alliances” section on pages 27 and 28 of Amendment No. 1.  The Company has filed the relevant consulting agreements as Exhibits 10.16, 10.17 and 10.18 to Amendment No. 1.

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 section or elsewhere in your prospectus.

Response:

The Company has updated the information to reflect more recent data in the “Our Industry” section on pages 23 and 24 of Amendment No. 1.  None of the data was commissioned.  All information is publicly available on the internet from the American Heart Association, Heart Rhythm Society, Centers for Disease Control and market research reports.

U.S. Securities and Exchange Commission

September 11, 2013

Page 7

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, please 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.

Response:

The Company has explained that its proposed product is intended to be used in addition to existing hardware and software in the “Our Products” section on page 25 of Amendment No. 1.

Initial Analysis, page 26

19.

Please clarify what you mean by “baseline wander” and “notch filter.”

Response:

The Company has explained the terms “baseline wander” and “notch filter” in the “Our Products – Initial Analysis” section on page 26 of Amendment No. 1.

20.

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

Response:

The Company has removed the word “significant” as disclosed in the “Our Products – Initial Analysis” section on page 26 of Amendment No. 1.

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.”

Response:

The Company has explained the term “ABLd” in the caption of the first picture in the “Our Products – Initial Analysis” section on page 26 of Amendment No. 1.

22.

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

U.S. Securities and Exchange Commission

September 11, 2013

Page 8

Response:

The Company has revised the caption to the last picture on page 26 of Amendment No. 1 to explain that the picture illustrates the PURE EP System analyzing data.

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.

Response:

The Company has provided support for the “main” reasons on page 28 of Amendment No. 1

Suppliers, page 28

24.

We note your disclosure that you are building your proposed product from supplies that are available 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 consistent with the claimed proprietary nature of the proposed product.

Response:

The Company has clarified and revised the Suppliers section on page 29 of Amendment No. 1

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.

Response:

The Company’s co-founder and Chief Technology Officer, Budimir S. Drakulic, Ph.D., conceived the proprietary elements of the PURE EP System during 2009-2010.  As modules are reduced to practice and patented, all patents will be assigned to the Company.

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 beli

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