8-K: BioSig Technologies Secures Up to $1.1 Billion in Growth Financing to Propel Gold-Backed RWA Tokenization Strategy

BioSig Technologies, Inc. has entered into definitive agreements for up to $1.1 billion in growth financing, comprising $100 million in senior secured convertible debentures and a $1 billion standby equity purchase agreement, to advance its real-world asset tokenization platform, particularly for gold and commodities.

Summary

• BioSig Technologies, Inc. (BSGM) has secured up to $1.1 billion in growth financing from YA II PN, LTD. (the Investor).
• This financing includes a Senior Secured Convertible Debenture Purchase Agreement for $100,000,000 in aggregate principal amount of secured convertible debentures.
• The debentures will be issued in two tranches: $75,000,000 (First Convertible Debenture) and $25,000,000 (Second Convertible Debenture).
• The purchase price for each debenture is 96.0% of its principal amount.
• Debentures mature 24 months after issuance of the First Convertible Debenture and accrue interest at 4.00% per annum, increasing to 18.00% upon an event of default.
• The debentures are convertible into common stock at a price equal to the lower of (i) 125% of the volume-weighted average price (VWAP) prior to closing (subject to a one-time downward reset) and (ii) 97.0% of the lowest daily VWAP during the three trading days preceding conversion, subject to a floor price of 20% of the Nasdaq Official Closing Price prior to the First Convertible Debenture closing.
• The Company also entered into a Standby Equity Purchase Agreement (SEPA) allowing it to sell up to $1,000,000,000 of its common stock to the Investor over a 36-month commitment period.
• Shares under SEPA are priced at 97% of the lowest VWAP of the Common Stock during the three consecutive trading days commencing on the date an advance notice is received by the Investor.
• A commitment fee of 1.0% of the $1,000,000,000 commitment amount is payable to the Investor, quarterly, in cash or common shares at the Investor's discretion.
• The Company's obligations under the convertible debentures are secured by a first priority security interest in substantially all existing and future assets of the Company and its subsidiaries, including Streamex, excluding $50,000,000 of debenture proceeds to be used for general working capital and gold tokenization.
• Directors, officers, and certain stockholders will enter into Lock-Up Agreements restricting transfer of their shares for 180 days following the issuance of the First Convertible Debenture.
• The Company will file a Resale Registration Statement with the SEC to register shares issuable upon conversion of debentures and shares that may be sold under the SEPA.

Sentiment

Score: 8

Explanation: The document announces a very substantial financing package and a significant strategic pivot into a high-growth, high-potential market (RWA tokenization of commodities, especially gold). While there are inherent risks and potential for dilution, the scale of the financing and the strategic vision are overwhelmingly positive for the company's future prospects.

Positives

• Secured significant growth financing of up to $1.1 billion, providing substantial financial flexibility.
• Positions the company to become one of Nasdaq's largest public holders of gold bullion.
• Enables the launch and expansion of Streamex's real-world asset (RWA) tokenization platform, targeting the $142 trillion commodities market, starting with gold.
• The strategy combines physical gold value with blockchain innovation, aiming for a scalable, high-return business model.
• Management believes gold tokenization will be more important than Bitcoin, citing gold's $233 billion daily trading volume (4.5x Bitcoin's) and 11x larger total market.
• The total addressable market for RWA tokenization is projected to reach $16 trillion by 2030, according to global consulting firm Boston Consulting Group and ADDX.
• Streamex is positioned as a first mover in the commodities and $22 trillion gold market.
• The company intends to hold significant quantities of gold bullion, secured through allocated vaulting with a top-tier bullion bank, denominating its balance sheet in vaulted physical gold rather than fiat currency.
• The integrated technology platform and gold-backed balance sheet are expected to fund and issue various gold-related tokens, offering efficient, low-cost access to gold investments and potential for returns outperforming traditional bullion holdings.
• The executive and leadership team brings extensive expertise across crypto, technology, institutional investing, and scaling multi-billion-dollar companies.

Negatives

• Interest rate on convertible debentures increases significantly from 4.00% to 18.00% per annum upon an event of default.
• The purchase price for debentures is 96.0% of the principal amount, implying a 4% discount.
• A prepayment premium of 10% of the principal amount is required if the Company prepays the debentures.
• The debentures are secured by a first priority security interest in substantially all existing and future assets of the Company and its subsidiaries, which is a significant encumbrance.
• The conversion price for debentures can be as low as 97.0% of the lowest daily VWAP during the three trading days preceding conversion, subject to a floor price, which could lead to substantial dilution.
• The SEPA allows the Investor to purchase common stock at 97% of the lowest VWAP during a three-day pricing period, also potentially leading to significant dilution.
• The Investor has discretion to receive the 1.0% commitment fee for the SEPA in common shares, further contributing to potential dilution.
• Lock-Up Agreements restrict transfer of shares for 180 days for directors, officers, and certain stockholders.
• The Company is restricted from incurring certain types of indebtedness or liens without the Investor's consent while debentures are outstanding.
• The Company is restricted from entering into Variable Rate Transactions without prior consent of the Buyer.
• The Company is restricted from filing other registration statements until the Resale Registration Statement is effective, with limited exceptions.

Risks

• The sale and purchase of the First Convertible Debenture and the SEPA are conditioned upon approval of the Company's stockholders for the issuance of the Convertible Debentures, Conversion Shares, and Common Stock issuable under SEPA, and for issuances exceeding the Exchange Cap. Failure to obtain this approval could prevent the closing of the first debenture and limit SEPA usage.
• The sale and purchase of the Second Convertible Debenture is conditioned upon the Resale Registration Statement having been declared effective by the SEC. Delays or failure to achieve effectiveness could prevent the second tranche of debentures.
• The conversion terms of the debentures and the pricing mechanism of the SEPA (based on VWAP discounts) could lead to significant dilution for existing shareholders, especially if the stock price declines.
• The value of the debentures and SEPA shares is tied to the volume-weighted average price (VWAP) of the common stock, making the financing susceptible to market volatility.
• An event of default on the debentures would increase the interest rate to 18.00% per annum and allow the holder to declare the debentures immediately due and payable, with the right to foreclose on collateral.
• The first priority security interest granted on substantially all company and subsidiary assets (excluding $50M proceeds) means the Investor has a senior claim in case of liquidation or bankruptcy.
• The success of the gold tokenization platform and expansion into the commodities market depends on successful development and adoption, which are subject to various business and technological risks.
• The company must comply with SEC and Nasdaq rules, including maintaining listing requirements and timely filings. Failure to do so could impact the financing.
• The Company may suspend the Investor's use of the prospectus during 'Black Out Periods' (up to 20 consecutive days or 30 days in any 365-day period) for material non-public information or necessary amendments, which could temporarily restrict the Investor's ability to sell shares.
• The Company is restricted from certain actions (e.g., incurring certain indebtedness, amending charter documents, entering Variable Rate Transactions) without Investor consent, which could limit future strategic flexibility.
• The Company represents it is not and has never been an issuer subject to Rule 144(i), which could impact resale of securities.

Future Outlook

The Company anticipates securing substantial financial flexibility and seizing opportunities within its core markets, particularly in real-world asset (RWA) tokenization, starting with gold. It believes this transaction will secure its position as a gold treasury company and expects continued investment in RWA blockchain technology. The company aims to unlock liquidity, transparency, and accessibility across the $142 trillion commodities market. Management projects that gold tokenization will be more important than Bitcoin, driven by a positive gold price outlook and anticipated rapid adoption of RWA tokenization by traditional financial institutions. The integrated technology platform and gold-backed balance sheet are expected to position the company strongly to fund and issue various gold-related tokens, offering efficient, low-cost access to gold investments and potential for returns outperforming traditional bullion holdings.

Management Comments

• "This financing marks a pivotal moment not only for Streamex and BioSig, but for the evolution of global financial markets. By combining the value of physical gold with the innovation of blockchain, we are building a company grounded in what we believe to be the world's most trusted store of value while enabling a scalable, high-return business model through tokenization. Our mission is to unlock liquidity, transparency, and accessibility across the $142 trillion commodities market, and this milestone is just the beginning." Henry McPhie, BioSig CEO and Streamex Co-Founder.
• "The on-chain integration of gold and commodities represents a transformative evolution in global finance. While many treasury models exist, the approach pioneered by Streamex and BioSig combining physical gold with a scalable, revenue-generating tokenization platform introduces an entirely new value proposition for token holders. This is a landmark innovation, and we are committed to demonstrating to the market and our shareholders the full potential of this platform to redefine how real-world assets are accessed, valued, and monetized." Morgan Lekstrom, Co-Founder of Streamex and Chairman of BioSig.
• "We believe gold is the ultimate hedge against financial, economic, monetary, and geopolitical risks. Its recent performance reflects the current state of the world across these dimensions, and by all accounts, it still has significant potential for growth. We think this gold bull market has only just begun." Frank Giustra, Strategic Advisor and mining financier.
• "I truly believe Streamex is the next evolution in mining finance, like royalty/streaming companies and ETFs in the past, but with greater reach. It opens a new channel for funding and investor access to commodity and mining assets, using modern tools to solve old problems, attracting capital, increasing transparency, and supporting project development. Built by a team with deep industry experience, Streamex will be a game-changer for how mining connects with the next generation of investors." Sean Roosen, Strategic Advisor and mining entrepreneur.

Industry Context

This announcement positions BioSig Technologies, through its merger with Streamex, at the forefront of the burgeoning real-world asset (RWA) tokenization market, specifically targeting the vast commodities sector, starting with gold. This aligns with broader trends of integrating traditional finance with blockchain technology to enhance liquidity, transparency, and accessibility. The company explicitly compares the gold market's size and trading volume to Bitcoin, highlighting its belief in gold tokenization's superior potential. The reference to Boston Consulting Group's projection of a $16 trillion RWA tokenization market by 2030 underscores the significant growth opportunity the company is pursuing, aiming to be a "first mover."

Comparison to Industry Standards

• The company aims to become one of Nasdaq's largest public holders of gold bullion, indicating a significant shift in its treasury management strategy compared to traditional public companies.
• Streamex's RWA platform is presented as a "transformative evolution in global finance" by combining physical gold with a scalable, revenue-generating tokenization platform, offering a "new value proposition for token holders" compared to existing treasury models.
• The daily trading volume in gold bullion ($233 billion) is highlighted as 4.5 times greater than Bitcoin's ($55 billion), and the total market for gold is over 11 times larger, suggesting a larger and more established underlying asset class for tokenization compared to purely digital assets.
• The projected $16 trillion total addressable market for RWA tokenization by 2030 (Boston Consulting Group and ADDX) provides a benchmark for the industry's expected growth, positioning Streamex as a "first mover" in this expanding sector.
• The company's approach is compared to past evolutions in mining finance like royalty/streaming companies and ETFs, but with "greater reach" and "modern tools" to attract capital and increase transparency.

Corporate Governance

Legal Proceedings

• No action, suit, inquiry, notice of violation, proceeding or investigation pending or threatened against or affecting the Company or any Subsidiary that would adversely affect the legality, validity, or enforceability of the Transaction Documents or Securities, or result in a Material Adverse Effect.
• Neither the Company nor any Subsidiary, nor any director or officer, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.
• No investigation by the SEC involving the Company or any current or former director or officer.
• The SEC has not issued, or threatened to issue, any stop order or other order suspending the effectiveness of any registration statement.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to the conversion terms of the debentures and the pricing of the SEPA shares, especially if the stock price declines. However, the financing provides substantial capital for strategic growth, which could ultimately enhance long-term shareholder value. Shareholder approval is required for certain issuances.
• Creditors: The Investor, as a secured creditor, will have a first priority security interest in substantially all of the Company's and its subsidiaries' assets, which could impact other creditors in a default scenario.
• Employees/Management: The financing supports the company's strategic shift and growth, potentially providing stability and new opportunities. Management is subject to lock-up agreements.
• Customers/Suppliers: The strategic focus on RWA tokenization and gold bullion could lead to new products and services, potentially benefiting future customers in the commodities market.

Next Steps

• Hold a special meeting of stockholders (potentially at the annual meeting) within 90 calendar days of July 7, 2025, to obtain approval for the issuance of debentures, conversion shares, and SEPA shares, and for issuances exceeding the Nasdaq Exchange Cap.
• File a preliminary and definitive proxy statement with the SEC relating to the proposed financing transactions and stockholder approvals.
• File a Resale Registration Statement with the SEC to register for resale the shares issuable upon conversion of the debentures and shares that may be sold under the SEPA.
• Form Gold SPV and Tokenization SPV (special purpose entities) on or prior to the First Closing.
• Open and maintain specific Deposit Accounts (Dominion Account and Funding Account) for Gold SPV, subject to control agreements.
• Purchase gold bullion with funds released from the Dominion Account, to be delivered to a Securities Intermediary for deposit into a Securities Account.
• Secure listing or designation for quotation of all underlying securities on the Principal Market.
• Maintain timely filing of all reports with the SEC pursuant to the Exchange Act.

Key Dates

Keywords

BioSig Technologies, Streamex Exchange Corporation, SEC filing, 8-K, convertible debentures, standby equity purchase agreement, SEPA, RWA tokenization, real-world assets, gold bullion, commodities market, blockchain, Nasdaq, growth financing, dilution, secured debt, financial technology, fintech, corporate finance, investment, capital raise, private placement, stock market, BSGM