8-K: Streamex Secures $25M Convertible Debenture Tranche

Streamex Corp. completed a second closing with Yorkville, securing an additional $25 million in convertible debenture financing, bringing gross proceeds of $24 million.

Summary

• Streamex Corp. (formerly BioSig Technologies, Inc.) entered into Amendment No. 4 to its Secured Convertible Debenture Purchase Agreement with YA II PN, LTD. (Yorkville).
• The company issued a second tranche of Convertible Debenture to Yorkville on December 17, 2025, with a principal amount of $25,000,000.
• Gross proceeds from this second tranche totaled approximately $24,000,000, representing 96.0% of the principal amount.
• The Second Convertible Debenture matures on December 17, 2027, and accrues interest at 4.00% per annum, increasing to 18.00% upon an event of default.
• The conversion price is the lower of (i) $6.016 per share (subject to a one-time downward reset) or (ii) 97.0% of the lowest daily volume-weighted average price (VWAP) during the three trading days preceding conversion, with a floor price of $4.00 per share.
• The company has the option to prepay the debenture with a 10% premium, provided 10 trading days' notice, during which the holder can convert.
• The Fourth Amendment primarily removed certain prior closing conditions related to 'Streamex Registration Right Waivers' and adjusted 'Required Approvals' to facilitate the closing.
• The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, with Yorkville confirming its accredited investor status.
• Streamex hosted a corporate update webinar on December 16, 2025, with the investor presentation attached as an exhibit.

Sentiment

Score: 6

Explanation: The capital raise provides necessary funding, which is positive for liquidity. However, the convertible nature, potential for dilution, and high default interest rate introduce significant risks and costs, balancing the overall sentiment to moderately positive, reflecting a company securing needed capital but with potentially costly terms.

Positives

• Secured $25,000,000 in additional financing, providing approximately $24,000,000 in gross proceeds for operational liquidity or strategic initiatives.
• The Fourth Amendment streamlined the closing process by removing certain prior closing conditions, indicating progress in the financing arrangement.
• The company retains the option to prepay the debenture, offering flexibility in managing its debt obligations.

Negatives

• The convertible nature of the debenture introduces potential dilution for existing shareholders upon conversion into common stock.
• A high default interest rate of 18.00% per annum indicates significant financial risk if the company fails to meet its obligations.
• The prepayment option comes with a 10% premium, increasing the cost of early repayment.
• The conversion price mechanism includes a floating component (97.0% of lowest daily VWAP) and a downward reset, which could lead to conversion at lower prices and greater dilution if the stock price declines.

Risks

• Dilution Risk: Conversion of the debenture into common stock could significantly dilute the ownership percentage of existing shareholders.
• Default Risk: Failure to meet the terms of the debenture could trigger an event of default, leading to an 18.00% interest rate and potential foreclosure on collateral.
• Stock Price Volatility: The floating conversion price and downward reset mechanism expose the company to increased dilution if its stock price experiences significant declines.
• Prepayment Cost: Exercising the prepayment option incurs a 10% premium, adding to the cost of financing.
• Covenants and Rights: The debenture includes standard events of default and grants the holder certain rights if the company issues additional securities or incurs more debt, potentially restricting future financial flexibility.

Future Outlook

The company expects to use the investor presentation, which contains forward-looking statements, in whole or in part, for presentations to investors and analysts. It undertakes no duty to publicly update or revise this information, though it may do so through SEC filings or other public disclosures.

Management Comments

• The 8-K filing includes a signature from Karl Henry McPhie, Chief Executive Officer, but no direct quotes or paraphrased statements from management within the provided text of the filing itself.

Industry Context

This financing event is a common strategy for companies, particularly those in growth or transitional phases, to secure capital for operations or strategic initiatives. The use of convertible debentures allows for immediate funding while deferring equity dilution, though it introduces future dilution risk. The specific industry of Streamex Corp. (formerly BioSig Technologies, Inc.) is not detailed enough in the filing to provide a deeper industry trend analysis, but such financing is typical for companies seeking to fund development or expansion without immediate stock issuance.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for significant dilution of existing common stock upon conversion of the debentures, especially if the stock price declines due to the floating conversion price mechanism.
• Creditors: The company has incurred an additional $25,000,000 in secured debt, increasing its leverage and obligations. The debenture is secured, potentially impacting other unsecured creditors.
• Company Operations: The $24,000,000 in gross proceeds provides capital for ongoing operations, investments, or strategic initiatives, which could benefit the company's long-term viability if effectively deployed.

Next Steps

• The effectiveness of the registration statement registering the resale of the Conversion Shares (Resale Registration Statement) is a future event tied to the conversion price reset mechanism.

Key Dates

Keywords

STREAMEX CORP, STEX, Convertible Debenture, Secured Debt, Capital Raise, Financing, Yorkville, YA II PN LTD, SEC Filing, 8-K, Equity Dilution, Debt Financing, Corporate Governance