Sec Form 13D Filing - Karl Henry Michael McPhie filing for - 2025-11-10

The principal business address of the Reporting Person is 1111 West Hastings St., Fl. 15, Vancouver, BC V6E 2J3, Canada.

The Reporting Person's principal occupation or employment is Chief Executive Officer and director of the Company.

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

The Reporting Person is a citizen of Canada.

In connection with the share purchase agreement (the "SPA"), dated May 23, 2025, as amended, entered into by and among the Company, ExchangeCo, 1540875 B.C. Ltd., a company organized under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company ("Callco"), Streamex Exchange Corporation ("Streamex") and its shareholders (the "Shareholders") and 1540873 B.C. Ltd., a company organized under the laws of the Province of British Columbia, as trustee (the "Trustee") of the trust formed pursuant to the exchange rights agreement, dated May 27, 2025 (the "Exchange Rights Agreement"), between the Company, ExchangeCo, CallCo, and the Trustee (the "Share Exchange"), the Reporting Person received 21,014,451 Exchangeable Shares. On November 4, 2025, the Company received stockholder approval of the Share Exchange. The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.

The information set forth in Item 3 is hereby incorporated by reference into this Item 4. Pursuant to the SPA, the Company, through ExchangeCo, acquired all of the issued and outstanding shares of Streamex (the "Purchased Shares") from the Shareholders. In exchange for the Purchased Shares, upon the closing of the transaction (the "Closing"), ExchangeCo issued an aggregate of 109,070,056.6977 Exchangeable Shares, at a ratio of 2.046862 Exchangeable Shares for each Purchased Share. Each Exchangeable Share may be exchanged for one share of Common Stock, subject to certain exceptions. The Exchangeable Shares do not have an expiration date. Pursuant to the Share Purchase Agreement and related Exchange Rights Agreement, holders of Exchangeable Shares, including the Reporting Person, are entitled to voting rights in the Company equivalent to those of holders of Common Stock. These voting rights are exercised indirectly through a single share of Special Voting Preferred Stock issued to and held by the Trustee for the benefit of all holders of Exchangeable Shares. The Special Voting Preferred Stock carries a number of votes equal to the number of Exchangeable Shares outstanding, and the Trustee votes such share in accordance with instructions from the holders. In accordance with the transactions contemplated by the SPA, on May 28, 2025, effective as of Closing, Anthony Amato, the Company's Chief Executive Officer, President and Chairman of the Board of Directors of the Company (the "Board"), resigned from all positions of the Company, and the Reporting Person, co-founder and Chief Executive Officer of Streamex, was appointed the Company's new Chief Executive Officer, and, in such capacity, may have influence over the corporate activities of the Company, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described herein, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in subparagraphs (a) through (j) of this Item 4. The foregoing description of the SPA and Exchange Rights Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the SPA and Exchange Rights Agreement, which are attached as Exhibits 2.1 and 10.2 to the Form 8-K filed by the Company with the SEC on May 27, 2025.

KH McPhie Holdings Inc. is the record holder of the shares. KH McPhie Holdings Inc. is wholly owned by the Reporting Person and therefore, the Reporting Person has voting and dispositive power over such shares and may be deemed to beneficially own such shares. The Reporting Person beneficially owns 21,014,451 shares of Common Stock, which represents 14.2% of the outstanding shares of Common Stock of the Company.

The Reporting Person has sole power to vote and sole power to dispose of 21,014,451 shares of Common Stock.

Not applicable.

Not applicable.

Not applicable.

See Item 4.

Exhibit 99.1 -- Share Purchase Agreement, dated as of May 23, 2025, by and among BioSig Technologies, Inc., Streamex Exchange Corporation, BST Sub ULC, 1540875 B.C. Ltd., the shareholders of Streamex Exchange Corporation, and 1540873 B.C. Ltd., as trustee (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 27, 2025). Exhibit 99.2 -- Form of Exchange Rights Agreement, (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 27, 2025). Exhibit 99.3 -- Certificate of Designation for Special Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 27, 2025).