8-K: BioSig Technologies Completes Streamex Acquisition, Pivots to Real-World Asset Tokenization with New Leadership

BioSig Technologies, Inc. has successfully completed its acquisition of Streamex Exchange Corporation, marking a strategic pivot into real-world asset tokenization and appointing new executive leadership from Streamex.

Summary

• BioSig Technologies, Inc. (Nasdaq: BSGM) has completed the acquisition of Streamex Exchange Corporation, making Streamex a wholly-owned subsidiary.
• The combined company will focus on real-world asset (RWA) tokenization, specifically bringing commodities on-chain, targeting the US$142.851 trillion global commodity market.
• Henry McPhie, co-founder and CEO of Streamex, has been appointed as the new Chief Executive Officer and a director of BioSig.
• Morgan Lekstrom, co-founder and Chairman of Streamex, has been appointed as the new Chairman of the Board and a director.
• Anthony Amato resigned as CEO, President, and Chairman but will continue to serve as a member of the Board of Directors.
• Streamex shareholders will receive 75% of the fully diluted BioSig common stock outstanding, contingent on BioSig shareholder approval, with an initial issuance of 19.9% pre-transaction.
• The share exchange ratio was clarified to 2.046862 Exchangeable Shares for each Streamex share, resulting in an aggregate issuance of 109,070,056.6977 Exchangeable Shares.
• BioSig will issue shares representing 3.75% of its outstanding common stock (pre-closing) to three finders for their introductions of Streamex to BioSig management, subject to shareholder approval.
• The Board of Directors is now comprised of six members: four designated by BioSig (Anthony Amato, Chris Baer, Donald F. Browne, Steven E. Abelman) and two designated by Streamex (Henry McPhie, Morgan Lekstrom).
• Frank Giustra and Mathew August have agreed to join as Strategic Investor/Advisor on Commodities and Strategic Advisor on US Capital Markets, respectively.

Sentiment

Score: 8

Explanation: The document conveys a highly positive sentiment regarding the strategic acquisition and the future direction of the combined company, emphasizing growth, innovation, and market opportunity in RWA tokenization. The leadership changes are presented as strengthening the company's position.

Positives

• The acquisition positions BioSig to enter the rapidly evolving and significant real-world asset (RWA) tokenization market, particularly in commodities.
• New leadership from Streamex, Henry McPhie and Morgan Lekstrom, bring deep expertise in blockchain technology, financial innovation, and global commodities.
• The transaction aims to unlock new value by bringing commodities on-chain through secure and scalable RWA tokenization solutions.
• The addition of strategic advisors like Frank Giustra (founder of Wheaton Precious Metals and GoldCorp) and Mathew August (Executive Chairman of Atlas Capital Partners) enhances the company's strategic capabilities and market access.

Negatives

• The transaction involves significant dilution for existing BioSig shareholders, who will hold 25% of the fully diluted common stock after shareholder approval.
• The company will need to obtain shareholder approval for the full share exchange, which is a condition for Streamex shareholders to receive their full entitlement.
• Required financial statements and pro forma financial information for the acquired business are not yet filed and will be provided as an amendment within 71 days, delaying full financial transparency of the combined entity.

Risks

• The ability to realize the anticipated benefits of the transaction is uncertain.
• There is a risk that shareholder approval of the transaction may not be obtained.
• The combined company must maintain compliance with Nasdaq's listing criteria, which could be challenging given the change of control and business focus.
• General risks and uncertainties outlined in BioSig's Annual Report on Form 10-K, filed April 15, 2025, continue to apply.

Future Outlook

The combined company aims to accelerate growth, scale its technology, and expand its influence within the tokenization and commodities industries. It is strategically positioned to unlock new value by bringing commodities on-chain through secure and scalable real-world asset tokenization solutions, bridging the gap between traditional finance and the digital economy.

Management Comments

• Henry McPhie, CEO of the combined company, commented: "This is a landmark moment for Streamex and a major step forward for the tokenization industry. Joining forces with BioSig and entering the public markets will position us to accelerate growth, scale our technology and expand our influence within the tokenization and commodities industries. I am extremely proud of what the Streamex and BioSig team has been able to accomplish so far and am excited for what is to come."

Industry Context

This announcement signifies BioSig's strategic pivot from its previous focus (likely healthcare technology, given its past filings) into the burgeoning real-world asset (RWA) tokenization space, specifically targeting the vast global commodity market. This aligns with a broader trend of integrating blockchain technology with traditional finance to enhance liquidity, accessibility, and efficiency, aiming to bring physical assets onto digital ledgers.

Management Changes

Corporate Governance

Related Party Transactions

• Anthony Amato, former CEO, entered into a First Amendment to his Executive Employment Agreement, entitling him to $400,000 severance and accelerated equity awards, and a letter agreement (Right to Place) restricting his sale of securities for 12 months with the Company having a limited right to purchase.
• Henry McPhie and Morgan Lekstrom, as shareholders of Streamex, received 21,014,450.5490 and 20,707,421.2490 Exchangeable Shares, respectively, on the same terms as other Streamex shareholders.

Stakeholder Impact

• **Shareholders (Existing BioSig)**: Significant dilution (from 100% to 25% of fully diluted common stock post-approval) due to the acquisition, but potential for growth in a new, high-growth industry (RWA tokenization).
• **Shareholders (Streamex)**: Become majority owners of the combined public entity, gaining access to public markets and liquidity.
• **Employees**: Leadership changes at the top, with a new strategic direction that may lead to shifts in operational focus and staffing needs.
• **Customers/Partners**: The company's strategic pivot implies a shift in product and service offerings, potentially impacting existing customer relationships and attracting new ones in the RWA tokenization space.
• **Management**: New CEO and Chairman appointed, with the former CEO transitioning to a board role, indicating a significant change in strategic direction and operational leadership.

Next Steps

• BioSig will seek a vote of its current shareholders to approve the full share exchange, which will entitle Streamex shareholders to receive 75% of the fully diluted BioSig common stock.
• BioSig will file required financial statements of the acquired business and pro forma financial information as an amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 days after the original filing date.
• The combined company will file an initial listing application for its common stock with Nasdaq, to the extent required by Nasdaq's change of control rules and regulations.

Key Dates

Keywords

Real-World Asset Tokenization, RWA, Commodities Tokenization, Blockchain, Acquisition, Merger, Corporate Governance, Executive Leadership, SEC Filing, BSGM, Streamex Exchange Corporation