Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Secured Convertible Debenture Purchase Agreement and First Closing

As previously disclosed in the Current Report on Form 8-K filed by Streamex Corp. (f./k/a BioSig Technologies, Inc.), a Delaware corporation (the "Company") with the Securities and Exchange Commission on July 9, 2025, and August 13, 2025 (combined together the "Prior Form 8-Ks"), the Company entered into a certain Secured Convertible Debenture Purchase Agreement, dated as of July 7, 2025 (as amended by the First Amendment and by the Second Amendment, each as defined below, the "Debenture Purchase Agreement"), with YA II PN, LTD., a Cayman Islands exempt limited company ("Yorkville" or the "Investor"), for the issuance and sale by the Company of convertible debentures (the "Convertible Debentures," each, a "Convertible Debenture") issuable in an aggregate principal amount of up to $100,000,000, which Convertible Debentures will be convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (as converted, the "Conversion Shares"), as amended on August 13, 2025 by Amendment No. 1 to Secured Convertible Debenture Purchase Agreement (the "First Amendment"). Further to this, on October 28, 2025, the Company entered into a certain Amendment No. 2 to Secured Convertible Debenture Purchase Agreement (the "Second Amendment") with Yorkville. The Second Amendment further amends such Secured Convertible Debenture Purchase Agreement to, among other things: (i) mandate that at least $25.1 million in aggregate proceeds - $12.6 million at the First Closing (as defined by the Debenture Purchase Agreement) and $12.5 million at the Second Closing (as defined by the Debenture Purchase Agreement) - be deposited directly to a certain securities account for the sole purpose of purchasing Allocated Vaulted Gold Bullion (as defined in the Guaranty (as defined below), with strict compliance required under that certain Guaranty and Security Agreement (the "Guaranty") to be entered into by, and made by, the Company and its affiliates party thereto, in favor of Yorkville, as collateral agent for itself and the other secured parties. The obligations of the Company and its affiliates (the "Obligations") arising under the Debenture Purchase Agreement, the First Amendment, the Second Amendment, the Convertible Debentures, the Guaranty, and the other Debenture Documents (as defined in the Guaranty) will be secured by a first priority security interest in substantially all of the existing and future assets of the Company and the affiliates thereof party to the Guaranty, including Streamex Exchange Corporation, pursuant to, inter alia, the Guaranty.

In connection with the foregoing, the Company will issue to Yorkville a Convertible Debenture in the principal amount of $25,000,000 (the "First Convertible Debenture"), subject to the satisfaction of applicable closing conditions and covenants set forth in the Debenture Purchase Agreement, including the receipt of approval from The Nasdaq Stock Market LLC ("Nasdaq") to maintain the listing or designation for quotation for the Common Stock on Nasdaq. The First Convertible Debenture will mature 24 months after issuance (the "Maturity Date"), and will accrue interest at the rate of 4.00% per annum, which will increase to 18.00% per annum upon the occurrence of an event of default, until such event of default is cured. The principal must be paid in cash on the Maturity Date or earlier upon acceleration or conversion. Interest shall be provided in cash or, at the election of the Company, in kind through the issuance of Conversion Shares upon conversion of the First Convertible Debenture in accordance with the terms thereof. The First Convertible Debenture provides that the Investor may convert all or any portion of the principal amount of the First Convertible Debenture, together with any accrued and unpaid interest thereon, at a conversion price equal to the lower of (i) a fixed price per share that will be equal to 125% of the volume-weighted average price ("VWAP") of the Common Stock on the day prior to the First Closing, subject to a one-time, downward only reset equal to 125% of the average of the daily VWAP for the Common Stock during the five consecutive trading days ending on and including the 30th trading day following the effectiveness of the registration statement registering the resale of the Conversion Shares as described below (the "Resale Registration Statement"), and (ii) 97.0% of the lowest daily VWAP for the Common Stock during the three trading days immediately preceding the applicable conversion date or other date of determination, subject to a $4.00 floor price, in each case subject to adjustment as provided in the Convertible Debenture, including adjustments for stock splits, dividends, and other customary anti-dilution provisions. The Investor is not permitted to issue or convert the First Convertible Debenture to the extent that the Conversion Shares deliverable upon such conversion would exceed 19.99% of the Company's outstanding Common Stock as of the date of the Share Purchase Agreement (as defined by the Debenture Purchase Agreement), subject to certain aggregation adjustments under applicable rules of Nasdaq.

Yorkville may purchase the First Convertible Debenture and the second Convertible Debenture, each in a principal amount of $25,000,000 and following the satisfaction of the conditions set forth in Sections 6 and 7(a), and, with respect to the second Convertible Debenture, the additional satisfaction of the conditions set forth in Section 7(b), of the Debenture Purchase Agreement, and certain additional Secured Convertible Debentures in an aggregate principal amount of up to $50,000,000, upon mutual agreement of the parties, which agreement may be withheld in either party's sole discretion. The form of the Convertible Debentures is being filed with this Current Report on Form 8-K; however, consistent with the closing mechanics, no Convertible Debenture will be finalized or executed until approval from Nasdaq and the other required closing conditions have been obtained and satisfied. The Company expects to consummate the First Closing (including the issuance of the First Convertible Debenture) promptly following such approval and satisfaction of the closing conditions.

The foregoing descriptions of the form of the Convertible Debenture and the Second Amendment do not purport to be complete, and are qualified in their entirety by reference to the full text of such documents, which are filed herewith as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference . Similarly, the foregoing descriptions of the Convertible Debentures, the Debenture Purchase Agreement, the First Amendment, and the Guaranty do not purport to be complete, and are qualified in their entirety by reference to the full text of such documents. This Current Report does not purport to describe every document that will provide collateral security for the Obligations or perfect the security interests granted by the Company or any affiliate thereof pursuant to the Guaranty or any other Debenture Document, copies of which the Company will file with the SEC as exhibits to a subsequent periodic report or amendment to this Current Report on Form 8-K.