STEX 10-K

Streamex Corp. (STEX)

10-K 2025-04-15 For: 2024-12-31

View Original

Added on April 12, 2026

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BSGM		The NASDAQ Capital Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

		PAGE
PART I

Item 1.	Business	3
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	48
Item 1C.	Cybersecurity	48
Item 2.	Properties	49
Item 3.	Legal Proceedings	50
Item 4.	Mine Safety Disclosures	50

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	50
Item 6.	Reserved	51
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	62
Item 8.	Financial Statements and Supplementary Data	F-1 – F-32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	63
Item 9A.	Controls and Procedures	63
Item 9B.	Other Information	64
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	64

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	65
Item 11.	Executive Compensation	66
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70
Item 13.	Certain Relationships and Related Transactions, and Director Independence	80
Item 14.	Principal Accounting Fees and Services	81

PART IV

Item 15.	Exhibits, Financial Statement Schedules	82
Item 16.	Form 10-K Summary	85

	Signatures	86

	●	Less noise: PURE EP’s low-noise proprietary architecture was engineered to enable acquisition of high-fidelity signals in the original, unfiltered format. PURE EP’s Main System Unit (MSU) topology incorporates advanced shielding and very low noise front-end components.

	●	Wider range: An expanded dynamic range retains cardiac signal details and reduces saturation. PURE EP™ combines a low-noise signal architecture with a fixed range up to 500mV, so signals are rarely clipped or limited by quantization noise.

	●	*Higher definition:* PURE EP supports a large frequency bandwidth and linear signal acquisition to accurately display complex fractionated signals, even at lower amplitudes and higher frequencies.

	●	Unipolar signals: PURE EP incorporates an innovative WCT+™ design for acquiring unipolar signals, relying on a common front-end circuitry similar to how bipolar intracardiac signals are acquired.

	●	Customizable software and filters: PURE EP offers software modules and specialty digital filters, so electrophysiologists can customize their interface and optimize signals for mapping, signal interpretation and during therapy delivery.

	●	Seamless integration: PURE EP integrates with existing EP labs and workflows. It is compatible and complementary with EP recording systems, mapping systems, robotic equipment, and multi-display panels.

●	GE Healthcare’s family of CardioLab Recording Systems were initially developed in the early 1990s by Prucka Engineering, which was acquired by General Electric Company in 1999.

●	The LabSystem PRO EP Recording System was originally designed in the late 1980s by C.R. Bard. C.R. Bard’s electrophysiology business was acquired by Boston Scientific Corporation in 2013.

●	HeNan HuaNan Medical Science and Technology Co., LTD. offers the GY-6000 multi-channel physiological recorder (not FDA approved).

●	St. Jude Medical, Inc.’s EP-WorkMate Recording System was acquired from EP MedSystems, Inc. in 2008, which had received clearance for the product from the FDA in 2003. In January 2017, Abbott Laboratories acquired St Jude Medical, Inc.

●	CathVision is developing an EP recording system, ECGenius System™ and recently obtained FDA 510(k) clearance in May 2022.

●	Product design and development;

●	Product testing;

●	Product manufacturing;

●	Product labeling and packaging;

●	Product handling, storage, and installation;

●	Pre-market clearance or approval;

●	Advertising and promotion; and

●	Product sales, distribution, and servicing.

	●	Class I devices present a low risk and are not life-sustaining or life-supporting. The majority of Class I devices are subject only to “general controls” (e.g., prohibition against adulteration and misbranding, registration and listing, good manufacturing practices, labeling, and adverse event reporting. General controls are baseline requirements that apply to all classes of medical devices.)

	●	Class II devices present a moderate risk and are devices for which general controls alone are not sufficient to provide a reasonable assurance of safety and effectiveness. Devices in Class II are subject to both general controls and “special controls” (e.g., special labeling, compliance with performance standards, and post market surveillance. Unless exempted, Class II devices typically require FDA clearance before marketing, through the premarket notification (510(k)) process).

	●	Class III devices present the highest risk. These devices generally are implantable, life-sustaining, life-supporting, or for a use that is of substantial importance in preventing impairment of human health, and/or they present a potential unreasonable risk of illness or injury. Class III devices are devices for which general controls, by themselves, are insufficient and for which there is insufficient information to determine that application of special controls would provide a reasonable assurance of safety and effectiveness. Class III devices are subject to general controls and typically require FDA approval of a premarket approval (“PMA”) application before marketing.

●	Quality System Regulation (QSR), which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;

●	Establishment Registration, which requires establishments involved in the production and distribution of medical devices intended for commercial distribution in the U.S. to register with the FDA;

●	Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA;

●	Labeling regulations, which prohibit “misbranded” devices from entering the market, as well as mandate the inclusion of certain content in device labels and labeling and prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and

●	Medical Device Reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.

●	Fines, injunctions, and civil penalties;

●	Mandatory recall or seizure of our products;

●	Administrative detention or banning of our products;

●	Operating restrictions, partial suspension or total shutdown of production;

●	Refusing our request for 510(k) clearance or pre-market approval of new product versions;

●	Revocation of 510(k) clearance or pre-market approvals previously granted; and

●	Criminal penalties.

	●	There is substantial doubt about our ability to continue as a going concern.

	●	Because we have reverted to a development stage company, we expect to incur operating losses.

	●	Our PURE EP and other product candidates are in continued development and may not be successfully developed or commercialized.

	●	We expect to derive our revenue from sales of our PURE EP and other products we may develop. If we fail to generate revenue from these sources, our results of operations and the value of our business will be materially and adversely affected.

	●	We may need to finance our future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. Any additional funds that we obtain may not be on terms favorable to us or our stockholders and may require us to relinquish valuable rights.

	●	We may be unable to develop our existing or future technology.

	●	We may experience delays in any phase of the preclinical or clinical development of a product, including during its research and development.

	●	We have completed one clinical trial of our product. The results of additional clinical studies may not support the usefulness of our technology.

	●	The medical device industry is subject to stringent regulation and failure to obtain regulatory approval will prevent commercialization of our products.

	●	We, and our third-party manufacturer(s), are, and will be, subject to extensive regulation by the FDA.

	●	The market for our technology and revenue generation avenues for our products may be slow to develop, if at all.

	●	Our estimate of the size of our addressable market may prove to be inaccurate.

	●	The EP market is highly competitive.

	●	If we do not effectively manage changes in our business, these changes could place a significant strain on our management and operations.

	●	Our strategic business plan may not produce the intended growth in revenue and operating income.

	●	We currently have limited sales, marketing or distribution operations and will need to expand our expertise in these areas.

	●	Our product development program depends upon third-party researchers, including Mayo, who are outside our control and whose negative performance could materially hinder or delay our pre-clinical testing or clinical trials.

	●	We may face risks associated with future litigation and claims.

	●	The Company has concluded that there is a material weakness in its internal control over financial reporting, which, if not remediated, could materially adversely affect its ability to timely and accurately report its results of operations and financial condition. The accuracy of the Company’s financial reporting depends on the effectiveness of its internal controls over financial reporting.

	●	If we do not obtain protection for our intellectual property rights, our competitors may be able to take advantage of our research and development efforts to develop competing products.

	●	If we infringe upon the rights of third parties, we could be prevented from selling products and forced to pay damages and defend against litigation.

	●	We depend on our collaboration with Mayo Clinic for the research and development of additional advanced features of PURE EP. If this collaboration is not successful, we may not be able to realize the market potential of such features and may not have rights to use any such developed advanced features.

	●	If we fail to comply with our obligations under our license agreements, we could lose the rights to intellectual property that is important to our business.

	●	We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

	●	Obtaining and maintaining patent protection depends on compliance with various procedures and other requirements, and our patent protection could be reduced or eliminated in case of non-compliance with these requirements.

	●	The market price for our common stock may fluctuate significantly, which could result in substantial losses by our investors.

	●	Although our shares of common stock are now listed on the Nasdaq Capital Market, we currently have a limited trading volume, which results in higher price volatility for, and reduced liquidity of, our common stock.

	●	Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market price and liquidity of our common stock and our ability to access the capital markets.

	●	Future sales of our common stock in the public market or other financings could cause our stock price to fall.

	●	If we sell additional equity or debt securities to fund our operations, it may impose restrictions on our business.

	●	successful completion of the pre-clinical and clinical development of our products;

	●	obtaining necessary regulatory approvals from the FDA or other regulatory authorities;

	●	establishing manufacturing, sales, and marketing arrangements, either alone or with third parties; and

	●	raising sufficient funds to finance our activities.

	●	successful completion of the pre-clinical and clinical development of our products;

	●	the FDA or other regulatory authorities do not approve a clinical study protocol or place a clinical study on hold;

	●	patients do not enroll in a clinical study or results from patients are not received at the expected rate;

	●	patients discontinue participation in a clinical study prior to the scheduled endpoint at a higher than expected rate;

	●	patients experience adverse events from a product we develop;

	●	third-party clinical investigators do not perform the studies in accordance with the anticipated schedule or consistent with the study protocol and good clinical practices or other third-party organizations do not perform data collection and analysis in a timely or accurate manner;

	●	third-party clinical investigators engage in activities that, even if not directly associated with our studies, result in their debarment, loss of licensure, or other legal or regulatory sanction;

	●	regulatory inspections of manufacturing facilities, which may, among other things, require us to undertake corrective action or suspend the preclinical or clinical studies;

	●	changes in governmental regulations or administrative actions;

	●	the interim results of the preclinical or clinical study, if any, are inconclusive or negative; and

	●	the study design, although approved and completed, is inadequate to demonstrate effectiveness and safety.

	●	the FDA may not approve a clinical trial protocol or a clinical trial, or may place a clinical trial on hold;

	●	subjects may not enroll in clinical trials at the rate we expect, or we may not follow up on subjects at the rate we expect;

	●	subjects may experience unexpected adverse events;

	●	third-party clinical investigators may not perform our clinical trials consistent with our anticipated schedule or the clinical trial protocols and good clinical practices, or other third-party organizations may not perform data collection and analysis in a timely or accurate manner;

	●	interim results of any of our clinical trials may be inconclusive or negative;

	●	regulatory inspections of our clinical trials may require us to undertake corrective action or suspend or terminate the clinical trials if investigators find us to be in violation of regulatory requirements; or

	●	governmental regulations or administrative actions may change and impose new requirements, particularly with respect to reimbursement.

	●	restrictions on our products, manufacturers or manufacturing processes;

	●	warning letters and untitled letters;

	●	civil penalties and criminal prosecutions and penalties;

	●	fines;

	●	injunctions;

	●	product seizures or detentions;

	●	import or export bans or restrictions;

	●	voluntary or mandatory product recalls and related publicity requirements;

	●	suspension or withdrawal of regulatory approvals;

	●	total or partial suspension of production; and

	●	refusal to approve pending applications for marketing approval of new products or of supplements to approved applications.

	●	we may not be able to attract and build an effective marketing or sales force;

	●	the cost of establishing, training and providing regulatory oversight for a marketing or sales force may be substantial; and

	●	there are significant legal and regulatory risks in medical device marketing and sales that we have never faced, and any failure to comply with applicable legal and regulatory requirements for sales, marketing and distribution could result in an enforcement action by the FDA, European regulators or other authorities that could jeopardize our ability to market our planned products or could subject us to substantial liability.

	●	theft or misappropriation of funds;

	●	loss, corruption, or misappropriation of intellectual property, or other proprietary, confidential or personally identifiable information (including supplier, or employee data);

	●	disruption or impairment of our and our business operations and safety procedures;

	●	damage to our reputation with our potential customers and the market;

	●	exposure to litigation;

	●	increased costs to prevent, respond to or mitigate cybersecurity events.

	●	incur additional indebtedness;

	●	permit liens on assets;

	●	repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;

	●	pay cash dividends to our stockholders; and

	●	engage in transactions with affiliates.

	2024		2023
Salaries and equity compensation	$	551	$	3,885
Consulting expenses		120		311
Research, clinical studies, and design work		85		373
Regulatory		3		75
Data/AI development		-		117
Product development and formulation		-		99
Travel, supplies, other		73		232
Total	$	832	$	5,092

Report of Independent Registered Public Accounting Firm (PCAOB ID 688)	F-2
Consolidated Balance Sheets as of December 31, 2024, and 2023	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024, and 2023	F-4
Consolidated Statement of Changes in Equity (Deficit) for the Years Ended December 31, 2024, and 2023	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, and 2023	F-6
Notes to Consolidated Financial Statements	F-7

	December 31,			December 31,
	2024			2023

ASSETS
Current assets:
Cash	$	142		$	190
Accounts receivable		109			24
Employee advance		-			5
Net investment in leases, short term		13			103
Prepaid expenses and vendor deposits		80			206
Total current assets		344			528

Property and equipment, net		85			509

Right-to-use assets, net		96			412

Other assets:
Net investment in leases, long term		4			17
Patents, net		269			288
Other assets		44			44

Total assets	$	842		$	1,798

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses, including $19 and $30 to related parties as of December 31, 2024 and 2023, respectively	$	2,052		$	4,116
Customer deposits		-			16
Dividends payable		110			101
Lease liability, short term		102			349
Total current liabilities		2,264			4,582

Long term liabilities:
Lease liability, long term		-			103
Total long term liabilities		-			103

Total liabilities		2,264			4,685

Commitments and contingencies (Note 12)		-			-

Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, 105 shares issued and outstanding; liquidation preference of $105 as of December 31, 2024 and 2023		105			105

Deficit
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B, 4,200 shares of Series C, 1,400 shares of Series D, 1,000 shares of Series E, 200,000 shares of Series F Preferred Stock. 105 shares of Series C outstanding as of December 31, 2024 and 2023 (see above)		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 17,239,096 and 9,040,043 issued and outstanding as of December 31, 2024 and 2023, respectively		17			9
Additional paid in capital		253,784			241,988
Accumulated deficit		(255,345	)		(245,015	)
Total stockholders’ deficit attributable to BioSig Technologies, Inc.		(1,544	)		(3,018	)
Non controlling interest		17			26
Total deficit		(1,527	)		(2,992	)

Total liabilities and deficit	$	842		$	1,798

	2024			2023
	For the twelve months ended December 31,
	2024			2023
Revenue:
Service	$	40		$	18

Operating expenses:
Research and development		832			5,092
General and administrative		11,629			23,077
Impairment of long term assets		253			-
Depreciation and amortization		188			361
Total operating expenses		12,902			28,530

Loss from operations		(12,862	)		(28,512	)

Interest income (expense), net		(11	)		9
Gain on settlement and forgiveness of debt		2,511			-
Other income (expense), net:		23			(187	)

Loss before income taxes		(10,339	)		(28,690	)

Income taxes (benefit)		-			-

Net loss		(10,339	)		(28,690	)

Non-controlling interest		9			(351	)

Net loss attributable to BioSig Technologies, Inc.		(10,330	)		(29,041	)

Preferred stock dividend		(9	)		(9	)
Preferred stock deemed dividend		(174	)		-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(10,513	)	$	(29,050	)

Net loss per common share, basic and diluted	$	(0.75	)	$	(3.95	)

Weighted average number of common shares outstanding, basic and diluted		14,041,748			7,351,794

	Shares		Amount		Capital			Deficit			Interest			Total
					Additional
	Common stock				Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2022		5,505,068	$	5	$	216,282		$	(215,974	)	$	(21	)	$	292
Common stock issued for services		882,463		1		7,616			-			-			7,617
Sale of common stock and warrants, net of transaction costs of $1,067		2,313,599		3		15,298			-			-			15,301
Sale of common stock under At-the-market offering, net of transactional expenses of $192		50,792		- *		60			-			-			60
Sale of common stock under At-the-market offering, net of transactional expenses		50,792		-*		60			-			-			60
Common stock issued in settlement of accounts payable		8,800		-*		105			-			-			105
Common stock issued for exercise of warrants cashless		4,360		-*		-^*			-			-			-
Sale of subsidiary stock		-				1,675			-			296			1,971
Stock based compensation		274,961		-*		961			-			(600	)		361
Preferred stock dividend		-		-		(9	)		-			-			(9	)
Net loss		-		-		-			(29,041	)		351			(28,690	)
Balance, December 31, 2023		9,040,043		9		241,988			(245,015	)		26			(2,992	)
Balance		9,040,043		9		241,988			(245,015	)		26			(2,992	)
Common stock issued for services		2,390,744		2		1,749			-			-			1,751
Sale of common stock and warrants		2,266,185		3		4,207			-			-			4,210
Common stock issued in exchange of note payable and accrued interest		348,624		-*		509			-			-			509
Stock issued as forgiveness of debt		75,000		-*		122			-			-			122
Stock based compensation		3,075,667		3		5,203			-			-			5,206
Exercise of warrants		42,833		-*		-*			-			-			-
Warrant modification expense		-		-		15			-			-			15
Accretion of deemed preferred stock dividend		-		-		174			-			-			174
Deemed preferred stock dividend		-		-		(174	)		-			-			(174	)
Preferred stock dividend		-		-		(9	)		-			-			(9	)
Net loss		-		-		-			(10,330	)		(9	)		(10,339	)
Balance, December 31, 2024		17,239,096	$	17	$	253,784		$	(255,345	)	$	17		$	(1,527	)
Balance		17,239,096	$	17	$	253,784		$	(255,345	)	$	17		$	(1,527	)

	2024			2023
	Year ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,339	)	$	(28,690	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		188			361
Non-cash lease expense		316			293
Non-cash inventory write-down		-			1,976
Gain on settlement of debt and forgiveness of accounts payable		(2,511	)		-
Impairment of long term assets		253			-
Warrant modification expense		15			-
Equity based compensation		6,957			7,978
Changes in operating assets and liabilities:
Accounts receivable		(85	)		(15	)
Lease receivables		103			101
Employee advances		5			(5	)
Inventory		-			(498	)
Prepaid expenses and other		126			118
Deferred revenue		-			(5	)
Customer deposits		(7	)		16
Accounts payable and accrued expenses		571			1,370
Operating lease liabilities		(350	)		(313	)
Net cash used in operating activities		(4,758	)		(17,313	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(186	)
Net cash used in investing activity		-			(186	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of related party note payable		500			-
Proceeds from sale of common stock and warrants, net of issuance costs		4,210			15,301
Proceeds from sale of common stock under at-the-market offerings, net of issuance costs		-			60
Proceeds from the sale of subsidiary stock to non-controlling interest, net of issuance costs		-			1,971
Net cash provided by financing activities		4,710			17,332

Net decrease in cash and cash equivalents		(48	)		(167	)

Cash, beginning of the year		190			357
Cash, end of the year	$	142		$	190

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-		$	1
Cash paid during the period for income taxes	$	-		$	-

Non cash investing and financing activities:
Common stock issued in settlement of debt	$	122		$	105
Common stock issued in settlement of accrued severance	$	45		$	-
Common stock issued for conversion of note payable and accrued interest	$	509		$	-
Dividend payable on preferred stock charged to additional paid in capital	$	9		$	9
Series C convertible preferred stock deemed dividend	$	174		$	-

●	Identify the contract with the customer;

●	Identify the performance obligations in the contract;

●	Determine the transaction price;

●	Allocate the transaction price to the performance obligation in the contract; and

●	Recognize revenue when, or as, the performance obligations are satisfied.

	December 31, 2024 (000’s)		December 31, 2023 (000’s)
Security deposits		43		43
Trademarks		1		1
Total other assets	$	44	$	44

	December 31, 2024		December 31, 2023
Series C convertible preferred stock		413,781		65,711
Options to purchase common stock		2,515,200		603,229
Warrants to purchase common stock		4,899,716		2,748,371
Restricted stock units to acquire common stock		1,385,839		163,250
Totals		9,214,536		3,580,561

	December 31, 2024 (000’s)			December 31, 2023 (000’s)
Computer equipment	$	531		$	531
Furniture and fixtures		109			109
Manufacturing equipment		-			372
Testing/Demo equipment		312			356
Leasehold improvements		84			84
Total		1,036			1,452
Less accumulated depreciation		(951	)		(943	)
Property and equipment, net	$	85		$	509

	December 31, 2024 (000’s)			December 31, 2023 (000’s)
Right to use asset	$	502		$	995
Less accumulated amortization		(406	)		(583	)
Right to use assets, net	$	96		$	412

	December 31, 2024 (000’s)			December 31, 2023 (000’s)
Total lease liability	$	102		$	452
Less: short term portion		(102	)		(349	)
Long term portion	$	-		$	103


Year ended December 31, 2025		106
Total		106
Less: Present value discount		(4	)
Lease liability	$	102

	December 31, 2024 (000’s)		December 31, 2023 (000’s)
Operating lease expense	$	171	$	337
Short-term lease expense		66		33
Variable lease expense		-		8
Total	$	237	$	378

	Balance at December 31, 2023 (000’s)			Recognized in Revenue (000’s)		Invoiced to Customer (000’s)			Interest Earned (000’s)		Unguaranteed Residual Assets (000’s)			Balance at December 31, 2024 (000’s)
Contract asset	$	120		$	-		(107	)		-		4			17
Less current portion		(103	)		-		92			-		(2	)		(13	)
Noncurrent portion	$	17		$	-		(15	)		-		2			4

	Balance at December 31, 2022 (000’s)			Recognized in Revenue (000’s)		Invoiced to Customer (000’s)			Interest Earned (000’s)		Unguaranteed Residual Assets (000’s)		Balance at December 31, 2023 (000’s)
Contract asset	$	221		$	-	$	(100	)	$	3	$	4	$	120
Less current portion		(101	)		-		(2	)		-		-		(103	)
Noncurrent portion	$	120		$	-	$	(102	)		3	$	4	$	17