BioSig Technologies Inc
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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FY2024 · Filed Apr 15, 2025
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Item 3. Legal Proceedings
On December 4, 2023, the Company received a threat of litigation for the termination of employment with the Company alleging the termination of employment was in retaliation for bringing to the attention of the Company’s board of directors and executives a series of wrongful and questionable practices by members of the Company’s board of directors, Chief Executive Officer and Chief Financial Officer. The claimant sought compensation in the amount of $775,782. After an investigation conducted by the Board and guidance of legal counsel, it was concluded that the claim was without merit.
On February 22, 2024, the Company received a threat of litigation seeking restitution for losses resulting from unlawful actions taken by the Company and its board of directors. The claimant contends that he and others have sustained losses totalling approximately $1,440,000. On March 22, 2024, September 3, 2024, September 27, 2024 and December 6, 2024, the claimant sent additional letters to the Company referencing the previous letters and requesting several documents. On September 19, 2024, the Company sent the claimant a cease and desist and litigation hold notice which threatened legal action against the claimant if the conduct continued. On March 24, 2025, the Company entered into a settlement agreement with the claimant for 1,000,000 shares with a market price of $0.4938 per share. As of December 31, 2024, the Company accrued $493,800 for the liability.
On December 3, 2024, the Court filed an Order Granting Motion to Dismiss to the lawsuit filed on March 22, 2024 by plaintiff, Michael Gray Fleming (the “Plaintiff”), in Hennepin County, Minnesota District Court. The lawsuit named the Company, its former Chief Executive Officer and former Chief Financial Officer as defendants. The Plaintiff contended that the Company failed to meet its obligations in issuing the Plaintiff stock under the terms of a restricted stock award agreement. Plaintiff was seeking at least $288,000 in damages. The Company believed Plaintiff’s allegations were baseless and had moved to dismiss Plaintiff’s claims during a hearing in September 2024.
We may be subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.
There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest.
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