Item 1.01 Entry Into a Material Definitive Agreement.
Patent and Know-How License Agreement
On November 20, 2019, BioSig Technologies, Inc. (the "Company") entered into a
patent and know-how license agreement (the "EP Software Agreement") with Mayo
Foundation for Medical Education and Research ("Mayo"). The EP Software
Agreement grants to the Company an exclusive worldwide license, with the right
to sublicense, within the field of electrophysiology software and under certain
patent rights as described in the EP Software Agreement (the "Patent Rights"),
to make, have made, use, offer for sale, sell and import licensed products and a
non-exclusive license to the Company to use the research and development
information, materials, technical data, unpatented inventions, trade secrets,
know-how and supportive information of Mayo to develop, make, have made, use,
offer for sale, sell, and import licensed products. The EP Software Agreement
will expire upon the later of either (a) the expiration of the Patent Rights or
(b) the 10th anniversary of the date of the first commercial sale of a licensed
product, unless earlier terminated by Mayo for the Company's failure to cure a
material breach of the EP Software Agreement, the Company's or a sublicensee's
commencement of any action or proceedings against Mayo or its affiliates other
than for an uncured material breach of the EP Software Agreement by Mayo, or
insolvency of the Company.
In connection with the EP Software Agreement, the Company issued to Mayo an
8-year warrant (the "EP Software Warrant") to purchase 284,455 shares of the
Company's common stock at an exercise price of $6.16. The EP Software Warrant
is immediately exercisable and may be exercised on a cashless basis if there is
no effective registration statement registering or a current prospectus
available for the resale of the shares underlying the EP Software Warrant. The
Company agreed to pay Mayo an upfront consideration of $25,000. The Company
also agreed to make earned royalty payments to Mayo in connection with the
Company's sales of the licensed products to third parties and sublicense income
received by the Company and to make milestone payments of up to $625,000 in
aggregate.
Amended and Restated Patent and Know-How License Agreement
On November 20, 2019, the Company entered into an amended and restated patent
and know-how license agreement (the "Tools Agreement") with Mayo. The Tools
Agreement contains terms of license grant substantially identical to the EP
Software Agreement, although it is for different patent rights and covers the
field of electrophysiology systems.
In connection with the Tools Agreement, the Company issued to Mayo an 8-year
warrant (the "Tools Warrant") to purchase 284,455 shares of the Company's common
stock at an exercise price of $6.16. The Tools Warrant is immediately
exercisable and may be exercised on a cashless basis if there is no effective
registration statement registering or a current prospectus available for the
resale of the shares underlying the Tools Warrant. The Company agreed to pay
Mayo an upfront consideration of $100,000. The Company also agreed to make
earned royalty payments to Mayo in connection with the Company's sales of the
licensed products to third parties and sublicense income received by the Company
and to make milestone payments of up to $550,000 in aggregate.
NeuroClear Patent and Know-How License Agreement
On November 20, 2019, the Company's majority-owned subsidiary, NeuroClear
Technologies, Inc. ("NeuroClear"), entered into a patent and know-how license
agreement (the "NeuroClear Agreement") with Mayo. The NeuroClear Agreement
contains terms of license grant substantially identical to the EP Software
Agreement and the Tools Agreement, although it is for different patent rights
and covers the field of stimulation and electroporation for hypotension/syncope
management, renal and non-renal denervation for hypertension treatment, and for
use in treatment of arrhythmias in the autonomic nervous system.
In connection with the NeuroClear Agreement, NeuroClear issued to Mayo an 8-year
warrant (the "NeuroClear Warrant") to purchase 473,772 shares of NeuroClear's
common stock at an exercise price of $5.00 per share. The NeuroClear Warrant is
immediately exercisable and may be exercised on a cashless basis if there is no
effective registration statement registering or a current prospectus available
for the resale of the shares underlying the NeuroClear Warrant. NeuroClear
agreed to pay Mayo an upfront consideration of $50,000. NeuroClear also agreed
to make earned royalty payments to Mayo in connection with NeuroClear's sales of
the licensed products to third parties and sublicense income received by the
Company and to make milestone payments of up to $700,000 in aggregate.
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Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the issuances of the EP Software Warrant, the Tools
Warrant, the NeuroClear Warrant and any shares of common stock of the Company or
NeuroClear, as applicable, issuable upon exercise of the EP Software Warrant,
the Tools Warrant or the NeuroClear Warrant (collectively, the "Mayo Warrant
Shares") set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02. The issuances of the EP Software
Warrant, the Tools Warrant and the NeuroClear Warrant were not registered under
the Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any state, and were issued in reliance on the exemption from
registration requirements under the Securities Act provided by Section 4(a)(2)
under the Securities Act. The Mayo Warrant Shares will be issued in reliance
upon the exemption from the registration requirements under the Securities Act
provided by Section 4(a)(2) of the Securities Act.
Item 8.01 Entry Into a Material Definitive Agreement.
On November 26, 2019, the Company issued a press release announcing that the
Company entered into the patent and know-how license agreements with Mayo. A
copy of the press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated November 26, 2019
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