Streamex Corp 10-Q for FY2022 Q3
Streamex Corp. (STEX)
About this 10-Q
Streamex Corp filed this 10-Q on November 14, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $135K
- up 25.0% from $108K a year earlier
- Net loss
- $6.37M
- compared with a net loss of $7.25M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| | ☒ | Smaller reporting company | | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of November 14, 2022, there were
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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ITEM 1. |
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Condensed consolidated balance sheets as of September 30, 2022 (unaudited) and December 31, 2021 |
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6 |
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7 |
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Notes to condensed consolidated financial statements (unaudited) |
8-29 |
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ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
30-38 |
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ITEM 3. |
39 |
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ITEM 4. |
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PART II. OTHER INFORMATION |
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ITEM 1. |
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ITEM 1A. |
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ITEM 2. |
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ITEM 3. |
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ITEM 4. |
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ITEM 5. |
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ITEM 6. |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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BIOSIG TECHNOLOGIES, INC. |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(In Thousands, Except Par Value and Share Amounts) |
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September 30, |
December 31, |
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2022 |
2021 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash |
$ | $ | ||||||
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Accounts receivable |
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Inventory |
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Net investment in leases, short term |
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Prepaid expenses and vendor deposits |
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Total current assets |
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Property and equipment, net |
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Right-to-use assets, net |
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Other assets: |
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Net investment in leases, long term |
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Patents, net |
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Other assets |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND EQUITY |
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Current liabilities: |
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| Accounts payable and accrued expenses, including $ |
$ | $ | ||||||
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Deferred revenue, short term |
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Dividends payable |
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Lease liability, short term |
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Total current liabilities |
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Deferred revenue, long term |
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Lease liability, long term |
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Total long term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 11) |
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| Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, |
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Equity: |
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| Preferred stock, $ |
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| Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity attributable to BioSig Technologies, Inc. |
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Non-controlling interest |
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Total equity |
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Total liabilities and equity |
$ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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BIOSIG TECHNOLOGIES, INC. |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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(In Thousands, Except Par Value and Share Amounts) |
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(unaudited) |
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Three months ended September 30, |
Nine months ended September 30, |
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2022 |
2021 |
2022 |
2021 |
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Revenue: |
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Product |
$ | $ | $ | $ | ||||||||||||
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Service |
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Total revenue |
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Cost of revenue |
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Gross profit |
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Operating expenses: |
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Research and development |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Interest income, net |
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Gain on settlement of debt |
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Loss before income taxes |
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Income taxes (benefit) |
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Net loss |
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Non-controlling interest |
( |
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Net loss attributable to BioSig Technologies, Inc. |
( |
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Preferred stock dividend |
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Preferred stock deemed dividend |
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NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
$ | ( |
) | $ | ( |
) | $ | ( |
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Net loss per common share, basic and diluted |
$ | ( |
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Weighted average number of common shares outstanding, basic and diluted |
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The accompanying notes are an integral part of these Consolidated Financial Statements.
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BIOSIG TECHNOLOGIES, INC. |
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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
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THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 |
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(In Thousands, Except Par Value and Share Amounts) |
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Additional |
Non- | |||||||||||||||||||||||
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Common stock |
Paid in |
Accumulated |
controlling |
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Shares |
Amount |
Capital |
Deficit |
Interest |
Total |
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Balance, December 31, 2021 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
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Common stock issued for services |
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Change in fair value of modified options |
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| Sale of common stock and warrants, net transactional costs of $ |
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Stock based compensation |
* | - | ( |
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Preferred stock dividend |
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Net loss |
- | - | - | ( |
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Balance, March 31, 2022 (unaudited) |
( |
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Common stock issued for services |
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| Sale of common stock under At-the-market offering, net of transaction expenses of $ |
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| Sale of common stock, net transactional costs of $ |
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Issuance of subsidiary stock in settlement of debt to parent |
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Stock based compensation |
* | ( |
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Accretion of deemed preferred stock dividend |
- | - | - | - | ||||||||||||||||||||
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Deemed preferred stock dividend |
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Preferred stock dividend |
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) | - | - | ( |
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Net loss |
- | - | - | ( |
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Balance, June 30, 2022 (unaudited) |
( |
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Sale of common stock under At-the-market offering, net of transaction expenses of $21 |
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Stock based compensation |
* | - | ||||||||||||||||||||||
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Accretion of deemed preferred stock dividend |
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Deemed preferred stock dividend |
- | ( |
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Preferred stock dividend |
- | - | ( |
) | - | - | ( |
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Net loss |
- | - | - | ( |
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Balance, September 30, 2022 (unaudited) |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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BIOSIG TECHNOLOGIES, INC. |
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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
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THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 |
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(In Thousands, Except Par Value and Share Amounts) |
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Additional |
Non- | |||||||||||||||||||||||
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Common stock |
Paid in |
Accumulated |
controlling |
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Shares |
Amount |
Capital |
Deficit |
Interest |
Total |
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Balance, December 31, 2020 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
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Common stock issued for services |
* | - | - | |||||||||||||||||||||
| Common stock issued upon exercise of options at $ |
* | - | - | |||||||||||||||||||||
| Sale of common stock under At-the-market offering, net of transaction expenses of $ |
* | - | - | |||||||||||||||||||||
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Stock based compensation |
- | |||||||||||||||||||||||
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Preferred stock dividend |
- | - | ( |
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Net loss |
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Balance, March 31, 2021 (unaudited) |
( |
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Common stock issued for services |
* | - | - | |||||||||||||||||||||
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Change in fair value of modified options |
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Stock based compensation |
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Preferred stock dividend |
- | - | ( |
) | - | - | ( |
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Net loss |
- | - | - | ( |
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Balance, June 30, 2021 (unaudited) |
( |
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Sale of common stock , net of transactional costs of $995 |
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Common stock for services |
* | - | - | |||||||||||||||||||||
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Stock based compensation |
* | - | ||||||||||||||||||||||
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Preferred stock dividend |
- | - | ( |
) | - | - | ( |
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Net loss |
- | - | - | ( |
) | ( |
) | |||||||||||||||||
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Balance, September 30, 2021 (unaudited) |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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BIOSIG TECHNOLOGIES, INC. |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(In Thousands, Except Par Value and Share Amounts) |
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(unaudited) |
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Nine months ended September 30, |
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2022 |
2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
$ | ( |
) | $ | ( |
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Adjustments to reconcile net loss to cash used in operating activities: |
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Depreciation and amortization |
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Non-cash lease expense |
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Equity based compensation |
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Gain on settlement of debt |
( |
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Change in fair value of modified options |
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Changes in operating assets and liabilities: |
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Accounts receivable |
( |
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Employee advances |
( |
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Lease receivables |
( |
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Inventory |
( |
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Prepaid expenses and other |
( |
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Deferred revenue |
( |
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Accounts payable and accrued expenses |
( |
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Operating lease liabilities |
( |
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Net cash used in operating activities |
( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of property and equipment |
( |
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Net cash used in investing activity |
( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from sale of common stock, net of issuance costs |
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Proceeds from sale of common stock under a At-the-market offering, net of issuance costs |
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Proceeds from exercise of options |
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Net cash provided by financing activities |
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Net decrease in cash and cash equivalents |
( |
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Cash, beginning of the period |
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Cash, end of the period |
$ | $ | ||||||
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Supplemental disclosures of cash flow information: |
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Cash paid during the period for interest |
$ | $ | ||||||
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Cash paid during the period for income taxes |
$ | $ | ||||||
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Noncash investing and financing activities: |
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Dividend payable on preferred stock charged to additional paid in capital |
$ | $ | ||||||
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Series C convertible preferred stock deemed dividend |
$ | $ | ||||||
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Record right-to-use assets and related lease liability |
$ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Business and organization
BioSig Technologies, Inc. was initially incorporated on February 24, 2009 under the laws of the State of Nevada and subsequently re-incorporated in the state of Delaware in 2011. The Company is principally devoted to improving the standard care in electrophysiology with our PURE EP System’s enhanced signal acquisition, digital signal processing, and analysis during ablation of cardiac arrhythmias. The Company has generated minimal revenue to date and consequently its operations are subject to all risks inherent in business enterprises in early commercialization stage.
On November 7, 2018, the Company formed a subsidiary under the laws of the State of Delaware originally under the name of NeuroClear Technologies, Inc. which was renamed to ViralClear Pharmaceuticals, Inc. (“ViralClear”) in March 2020. The subsidiary was established to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology.
As of September 30, 2022, the Company had a majority interest in ViralClear of
On July 2, 2020, the Company formed an additional subsidiary, NeuroClear Technologies, Inc., a Delaware corporation.
The unaudited condensed consolidated financial statements include the accounts of BioSig Technologies, Inc., its wholly owned subsidiary, NeuroClear Technologies, Inc. and its majority owned subsidiary, ViralClear Pharmaceuticals, Inc. as the “Company” or “BioSig”.
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited financial statements.
Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2021 filed with the Company’s Form 10-K with the Securities and Exchange Commission on March 31, 2022.
COVID-19
On March 11, 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The full public-health impact of the pandemic and its ongoing effects continues to evolve, and the related health crisis has adversely affected and may continue to adversely affect the global economy, resulting in delays to our commercialization objectives of the PURE EP Systems into the end of 2022.
Inflation Reduction Act of 2022
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including a
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As of September 30, 2022, the Company had cash of $
The Company’s primary source of operating funds since inception has been cash proceeds from sale of common and preferred stock. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future.
The Company’s plans to mitigate these conditions include the continued commercialization of the PURE EP System and other applications of our core technology and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. The Company’s strategic shift from a focus on technology development to commercialization will allow the Company to significantly reduce operating expenses.
The Company will require additional financing to fund future operations. Further, although the Company began commercial operations; there is no assurance that the Company will be able to generate sufficient cash flow to fund operations. In addition, there can be no assurance that the Company’s continuing research and development will be successfully completed or that any additional products will be commercially viable.
Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Revenue Recognition
The Company derives its revenue primarily from the sale and lease of its medical device, the PURE EP™ System, and well as related support and maintenance services and software upgrades in connection with the system.
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 842, Leases (“ASC 842”) for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, the Company recognize revenue under ASC 606.
The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Under ASC 606, the Company determines revenue recognition through the following five steps:
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Identify the contract with the customer; |
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Identify the performance obligations in the contract; |
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Determine the transaction price; |
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Allocate the transaction price to the performance obligation in the contract; and |
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Recognize revenue when, or as, the performance obligations are satisfied. |
Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If the Company determines that it has not satisfied a performance obligation, it will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Once the PURE EP system is delivered, installed, and accepted by the customer, our performance obligation is recognized. Support, maintenance, and software upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP System and do not have the right to terminate their contracts unless we fail to perform material obligations.
The Company may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements.
The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue.
The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net (if any) in the Company’s consolidated balance sheet.
On July 1, 2022, the Company entered a lease for our PURE EP system at a rate of $
The Company determined the lease meets the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. Non-lease components are recognized under ASC 606. The discount rate utilized was the contract explicit rate of
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
A reconciliation of contract liabilities with customers for the nine months ended September 30, 2022 and 2021, are presented below:
Nine months ended September 30, 2022:
|
Balance at December 31, 2021 (000’s) |
Consideration Received (000’s) |
Recognized in Revenue (000’s) |
Balance at September 30, 2022 (000’s) |
|||||||||||||
|
Service revenue |
$ | $ | $ | ( |
) |
$ | ||||||||||
Nine months ended September 30, 2021:
|
Balance at December 31, 2020 (000’s) |
Consideration Received (000’s) |
Recognized in Revenue (000’s) |
Balance at September 30, 2021 (000’s) |
|||||||||||||
|
Product revenue |
$ | $ | $ | ( |
) |
$ | ||||||||||
|
Service revenue |
( |
) |
||||||||||||||
|
Total |
$ | $ | $ | ( |
) |
$ | ||||||||||
The table below summarizes our deferred revenue as of September 30, 2022 and December 31, 2021:
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Deferred revenue-current |
$ | $ | ||||||
|
Deferred revenue-noncurrent |
||||||||
|
Total deferred revenue |
$ | $ | ||||||
The Company had one customer which accounts for approximately
We had one customer which accounted for approximately
At September 30, 2022, the Company had one customer representing
The Company utilized one contract manufacturer for the manufacture and supply of the PURE EP system for the three and nine months ended September 30, 2022 and 2021.
Cost of Revenue
Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or the leased under a sales-type lease.
Allowance for Doubtful Accounts
The Company adjusts accounts receivable down to net realizable value with its allowance methodology. In determining the allowance for doubtful accounts for estimated losses, aged receivables are analyzed periodically by management. Each identified receivable is reviewed based upon historical collection experience, financial condition of the customer and the status of any open or unresolved issues with the customer preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. The allowance for doubtful accounts was $
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Concentrations of Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At September 30, 2022 and December 31, 2021, deposits in excess of FDIC limits were $
Fair Value of Financial Instruments
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
Inventory
The inventory is comprised of raw materials and finished goods available for sale and are stated at the lower of cost or net realizable value using specific identification method for serial numbered inventory and first-in, first-out method for all other inventory for valuation. The inventory at September 30, 2022 and December 31, 2021, inventory was comprised of the following:
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Raw materials |
$ | $ | ||||||
|
Finished goods |
||||||||
|
Total inventory |
$ | $ | ||||||
Prepaid Expenses and Vendor Deposits
Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments.
Leases (lessee)
The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the Company’s consolidated balance sheet. The Company evaluates and classifies leases as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.
The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The Company applies the portfolio approach in applying discount rates to its classes of leases. The operating lease ROU assets include any payments made before the commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not currently have subleases. The Company does not currently have residual value guarantees or restrictive covenants in its leases.
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Leases (lessor)
The Company classifies contractual lease arrangements entered as a lessor as a sales-type, direct financing or operating lease as described in ASC 842-Leases. For sales-type leases, the Company derecognizes the leased asset and recognizes the lease investment on the balance sheet.
Property and Equipment
Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of
Other Assets:
Other assets are comprised of the following:
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Security deposits |
$ | $ | ||||||
|
Trademarks |
||||||||
|
Total other assets |
$ | $ | ||||||
Impairment of Long-lived Assets
The Company recognizes an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company did not recognize and record any impairments of long-lived assets used in operations during the three and nine months ended September 30, 2022 and 2021.
Research and Development Costs
The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $
Net Income (loss) Per Common Share
The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable.
The computation of basic and diluted loss per share as of September 30, 2022 and 2021 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:
|
September 30, 2022 |
September 30, 2021 |
|||||||
|
Series C convertible preferred stock |
||||||||
|
Options to purchase common stock |
||||||||
|
Warrants to purchase common stock |
||||||||
|
Restricted stock units to acquire common stock |
||||||||
|
Totals |
||||||||
Stock Based Compensation
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award as measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.
Income Taxes
The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.
Patents, Net
The Company capitalizes certain initial asset costs in connection with patent applications including registration, documentation and other professional fees associated with the application. Patent costs incurred prior to the Company’s U.S. Food and Drug Administration (“FDA”) 510(k) application on March 28, 2018 were charged to research and development expense as incurred. Commencing upon first in-man trials on February 18 and 19, 2019, capitalized costs are amortized to expense using the straight-line method over the lesser of the legal patent term or the estimated life of the product of
Warranty
The Company generally warrants its products to be free from material defects and to conform to material specifications for a period of up to two (2) years. Warranty expense is estimated based primarily on historical experience and is reflected in the unaudited condensed consolidated financial statements.
Segment Information
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein represents all of the material financial information related to the Company’s principal operating segments. (See Note 12 – Segment Reporting).
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Non-controlling Interest
The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s subsidiary, ViralClear. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statements of operations. The Company’s equity interest in ViralClear is
Warrants
The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the warrant agreement.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU 2016-13 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption was permitted, including adoption in any interim period.
In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amended the effective date of the original pronouncement for smaller reporting companies. ASC 2016-13 and its amendments will be effective for annual and interim periods beginning after December 15, 2022 for smaller reporting companies. The Company does not expect to have a material impact on the Company’s financial position, results of operations or cash flows upon adoption of this new standard.
There were other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment as of September 30, 2022 and December 31, 2021 is summarized as follows:
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Computer equipment |
$ | $ | ||||||
|
Furniture and fixtures |
||||||||
|
Manufacturing equipment |
||||||||
|
Testing/Demo equipment |
||||||||
|
Leasehold improvements |
||||||||
|
Total |
||||||||
|
Less accumulated depreciation |
( |
) |
( |
) |
||||
|
Property and equipment, net |
$ | $ | ||||||
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of
Depreciation expense was $
NOTE 5 – RIGHT TO USE ASSETS AND LEASE LIABILITY
On April 4, 2022, the Company entered into a Seventh Amendment to the Office Lease at 12424 Wilshire Blvd in Los Angeles dated August 9, 2011 (the “Seventh Amendment”) – it is the Fifth Extended Term with respect to Suite 745 and the Expansion Term with respect to Suite 740 which is from July 1, 2022 until July 31, 2025 with a fixed monthly rent beginning at $
The Company determined that the Seventh Amendment was a lease modification and accordingly reassessed the lease classification, remeasured the lease liability and adjusted the right-to-use asset. At April 4, 2022, the Company removed the remaining right-to-use net assets of $
As of September 30, 2022 and December 31, 2021, the Company had outstanding
Right to use assets is summarized below:
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Right to use asset |
$ | $ | ||||||
|
Less accumulated amortization |
( |
) |
( |
) |
||||
|
Right to use assets, net |
$ | $ | ||||||
During the three and nine months ended September 30, 2022, the Company recorded $
Lease liability is summarized below:
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Total lease liability |
$ | $ | ||||||
|
Less: short term portion |
( |
) |
( |
) |
||||
|
Long term portion |
$ | $ | ||||||
Maturity analysis under these lease agreements are as follows (000’s):
|
Three months ended December 31, 2022 |
$ | |||
|
Year ended December 31, 2023 |
||||
|
Year ended December 31, 2024 |
||||
|
Year ended December 31, 2025 |
||||
|
Total |
||||
|
Less: Present value discount |
( |
) |
||
|
Lease liability |
$ |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Lease expense for the three months ended September 30, 2022 and 2021 was comprised of the following:
|
September 30, 2022 (000’s) |
September 30, 2021 (000’s) |
|||||||
|
Operating lease expense |
$ | $ | ||||||
|
Short-term lease expense |
||||||||
|
Variable lease expense |
||||||||
|
Total |
$ | $ | ||||||
Lease expense for the nine months ended September 30, 2022 and 2021 was comprised of the following:
|
September 30, 2022 (000’s) |
September 30, 2021 (000’s) |
|||||||
|
Operating lease expense |
$ | $ | ||||||
|
Short-term lease expense |
||||||||
|
Variable lease expense |
||||||||
|
Total |
$ | $ | ||||||
NOTE 6 – LEASE RECIEVABLES
On July 1, 2022, the Company entered a lease for our Pure EP system at a rate of $
The Company determined the lease meets the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. The discount rate utilized was the contract explicit rate of
A reconciliation of lease receivables with customers for the nine months ended September 30, 2022 is presented below (none for 2021):
Nine months ended September 30, 2022:
|
Balance at December 31, 2021 (000’s) |
Recognized in Revenue (000’s) |
Invoiced to Customer (000’s) |
Interest Earned (000’s) |
Balance at September 30, 2022 (000’s) |
||||||||||||||||
|
Contract asset |
$ | $ | $ | ( |
) |
$ | $ | |||||||||||||
|
Less current portion |
( |
) |
||||||||||||||||||
|
Noncurrent portion |
$ | $ | $ | ( |
) |
$ | ||||||||||||||
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Future cash flows under this lease agreement are as follows (000’s):
|
Three month ended December 31, 2022 |
$ | |||
|
Year ended December 31, 2023 |
||||
|
Year ended December 31, 2024 |
||||
|
Total |
||||
|
Less: Present value discount |
( |
) |
||
|
Net investment in leases |
$ |
NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at September 30, 2022 and December 31, 2021 consist of the following:
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Accrued accounting and legal |
$ | $ | ||||||
|
Accrued reimbursements and travel |
||||||||
|
Accrued consulting |
||||||||
|
Accrued research and development expenses |
||||||||
|
Accrued product purchases |
||||||||
|
Accrued marketing |
||||||||
|
Accrued office and other |
||||||||
|
Accrued payroll |
||||||||
|
Accrued settlement related to arbitration |
||||||||
| $ | $ | |||||||
NOTE 8 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company is authorized to issue
Series C Preferred Stock
As of September 30, 2022 and December 31, 2021, the Company had
Common stock
The Company is authorized to issue
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
During the nine months ended September 30, 2022, the Company issued
During the nine months ended September 30, 2022, the Company issued an aggregate of
Sale of common stock
On March 21, 2022, the Company entered into a securities purchase agreement with several institutional and accredited investors, pursuant to which the Company sold in a registered direct offering an aggregate of
On June 24, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Laidlaw & Company (UK) Ltd. (the “Underwriter”), which was amended and restated on June 28, 2022 (the “Amended and Restated Underwriting Agreement”), relating to a best-efforts public offering (the “June 2022 Offering”) of
Pursuant to the Amended and Restated Underwriting Agreement, the Company issued to the Underwriter, or its designees warrants to purchase up to
ATM Sales Agreement
On May 17, 2022, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC to act as the Company’s sales agent or principal (“Agent”), with respect to the issuance and sale of up to $
The Company will pay Agent a commission of up to
From May 19, 2022 through September 28, 2022, the Company sold
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
NOTE 9 – OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
BioSig Technologies, Inc.
2012 Equity Incentive Plan
On October 19, 2012, the Board of Directors of BioSig Technologies, Inc. approved the 2012 Equity Incentive Plan (the “Plan”) and terminated the Long-Term Incentive Plan (the “2011 Plan”). The Plan (as amended) provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to
However,
Additionally, the vesting period of the grants under the Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than
Options
Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options using the based on the contractual life of options for non-employees.
For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.
During the nine months ended September 30, 2022, the Company granted an aggregate of
The following table presents information related to stock options at September 30, 2022:
|
Options Outstanding |
Options Exercisable |
||||||||||||||
|
Weighted |
|||||||||||||||
|
Average |
Exercisable |
||||||||||||||
|
Exercise |
Number of |
Remaining Life |
Number of |
||||||||||||
|
Price |
Options |
In Years |
Options |
||||||||||||
|
$ |
Under |
|
|
|
|||||||||||
| |
|
|
|
||||||||||||
| |
|
|
|
||||||||||||
| |
|
|
|
||||||||||||
| |
|
|
|
||||||||||||
| |
|
|
|
||||||||||||
| |
|
|
|
||||||||||||
| |
|
|
|
||||||||||||
| Over |
|
|
|
||||||||||||
| |
|
|
|||||||||||||
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 2022 is as follows:
|
Weighted-Average |
||||||||||||||||
|
Weighted- |
Remaining |
Aggregate |
||||||||||||||
|
Shares |
Average Exercise Price |
Contractual Term |
Intrinsic Value |
|||||||||||||
|
Outstanding at December 31, 2021 |
$ | $ | - | |||||||||||||
|
Grants |
$ | $ | - | |||||||||||||
|
Forfeited/expired/canceled |
( |
) |
$ | |||||||||||||
|
Outstanding at September 30, 2022 |
$ | $ | - | |||||||||||||
|
Exercisable at September 30, 2022 |
$ | $ | - | |||||||||||||
The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the stock price of BioSig Technologies, Inc. of $
During the nine months ended September 30, 2022, the Company granted an aggregate of
During the nine months ended September 30, 2022, the Company granted an aggregate of
On February 7, 2022, the Company granted an aggregate of
The following assumptions were used in determining the fair value of options during the nine months ended September 30, 2022:
|
Risk-free interest rate |
|
% |
||
|
Dividend yield |
|
% |
||
|
Stock price volatility |
|
% |
||
|
Expected life |
|
|||
|
Weighted average grant date fair value |
$ |
|
||
On March 16, 2022, in connection with the termination of a Company executive, the Company extended the life of
The following assumptions were used in determining the change in fair value of the modified options at March 16, 2022:
|
Risk-free interest rate |
|
% |
||
|
Dividend yield |
|
% |
||
|
Stock price volatility |
|
% |
||
|
Expected life |
|
|||
The fair value of all options vesting during the three and nine months ended September 30, 2022 of $
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
Warrants
The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at September 30, 2022:
|
Exercise |
Number |
Expiration |
||||||
|
Price |
Outstanding |
Date |
||||||
|
$ |
|
|
|
|||||
|
$ |
|
|
|
|||||
|
$ |
|
|
|
|||||
|
$ |
|
|
|
|||||
| |
||||||||
On March 21, 2022, the Company issued warrants to purchase
On June 29, 2022, the Company issued warrants to purchase
A summary of the warrant activity for the nine months ended September 30, 2022 is as follows:
|
Shares |
Weighted-Average Exercise Price |
Weighted-Average Remaining Contractual Term |
Aggregate Intrinsic Value |
|||||||||||||
|
Outstanding at December 31, 2021 |
$ | $ | - | |||||||||||||
|
Issued |
$ | - | ||||||||||||||
|
Outstanding at September 30, 2022 |
$ | $ | - | |||||||||||||
|
Vested and expected to vest at September 30, 2022 |
$ | $ | - | |||||||||||||
|
Exercisable at September 30, 2022 |
$ | $ | - | |||||||||||||
The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the company’s stock price of $
Restricted Stock Units
The following table summarizes the restricted stock activity for the nine months ended September 30, 2022:
|
Restricted shares issued as of December 31, 2021 |
||||
|
Granted |
||||
|
Vested and issued |
( |
) |
||
|
Forfeited |
( |
) |
||
|
Vested restricted shares as of September 30, 2022 |
||||
|
Unvested restricted shares as of September 30, 2022 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
On March 8, 2022, the Company granted an aggregate of
On May 6, 2022, the Company granted
On July 15, 2022, the Company granted
Stock based compensation expense related to restricted stock grants was $
ViralClear Pharmaceuticals, Inc.
2019 Long-Term Incentive Plan
On September 24, 2019, ViralClear’s Board of Directors approved the 2019 Long-Term Incentive Plan (as subsequently amended, the “ViralClear Plan”). The ViralClear Plan was approved by BioSig as ViralClear’s majority stockholder. The ViralClear Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to
However,
Additionally, the vesting period of the grants under the ViralClear Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than
ViralClear Options
The following table presents information related to stock options at September 30, 2022:
|
Options Outstanding |
Options Exercisable |
||||||||||||||
|
Weighted |
|||||||||||||||
|
Average |
Exercisable |
||||||||||||||
|
Exercise |
Number of |
Remaining Life |
Number of |
||||||||||||
|
Price |
Options |
In Years |
Options |
||||||||||||
|
$ |
|
|
|
|
|||||||||||
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
A summary of ViralClear’s stock option activity and related information for the Plan for the nine months ended September 30, 2022 is as follows:
|
Weighted-Average |
||||||||||||||||
|
Weighted- |
Remaining |
Aggregate |
||||||||||||||
|
Shares |
Average Exercise Price |
Contractual Term |
Intrinsic Value |
|||||||||||||
|
Outstanding at December 31, 2021 |
$ | $ | - | |||||||||||||
|
Forfeited/expired |
( |
) |
$ | |||||||||||||
|
Outstanding at September 30, 2022 |
$ | $ | - | |||||||||||||
|
Exercisable at September 30, 2022 |
$ | $ | - | |||||||||||||
The fair value of the stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities with the market value of stock price based on recent sales. The Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.
The fair value of all options vesting during the three and nine months ended September 30, 2022 of $
Warrants (ViralClear)
The following table presents information related to warrants (ViralClear) at September 30, 2022:
|
Exercise |
Number |
Expiration |
||||||
|
Price |
Outstanding |
Date |
||||||
|
$ |
|
|
|
|||||
| |
|
|
||||||
| |
||||||||
Restricted stock units (ViralClear)
The following table summarizes the restricted stock activity for the nine months ended September 30, 2022:
|
Restricted shares outstanding at December 31, 2021: |
||||
|
Forfeited |
( |
) |
||
|
Total restricted shares outstanding at September 30, 2022: |
||||
|
Comprised of: |
||||
|
Vested restricted shares as of September 30, 2022 |
||||
|
Unvested restricted shares as of September 30, 2022 |
||||
|
Total |
Stock based compensation expense related to restricted stock unit grants of ViralClear was $
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
NOTE 10 – NON-CONTROLLING INTEREST
On November 7, 2018, the Company formed a subsidiary, now known as ViralClear, to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology.
As of September 30, 2022 and December 31, 2021, the Company had a majority interest in ViralClear of
A reconciliation of the ViralClear Pharmaceuticals, Inc. non-controlling loss attributable to the Company:
Net loss attributable to the non-controlling interest for the three months ended September 30, 2022 (000’s):
|
Net loss |
$ | ( |
) |
|
|
Average Non-controlling interest percentage of profit/losses |
% |
|||
|
Net loss attributable to the non-controlling interest |
$ | ( |
) |
Net income attributable to the non-controlling interest for the three months ended September 30, 2021 (000’s):
|
Net income |
$ | |||
|
Average Non-controlling interest percentage of profit/losses |
% |
|||
|
Net income attributable to the non-controlling interest |
$ |
Net loss attributable to the non-controlling interest for the nine months ended September 30, 2022 (000’s):
|
Net loss |
$ | ( |
) |
|
|
Average Non-controlling interest percentage of profit/losses |
% |
|||
|
Net loss attributable to the non-controlling interest |
$ | ( |
) |
Net loss attributable to the non-controlling interest for the nine months ended September 30, 2021 (000’s):
|
Net loss |
$ | ( |
) |
|
|
Average Non-controlling interest percentage of profit/losses |
% |
|||
|
Net loss attributable to the non-controlling interest |
$ | ( |
) |
The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2022 (000’s):
|
Balance, December 31, 2021 |
$ | |||
|
Allocation of equity to non-controlling interest due to subsidiary shares issued in settlement of debt to parent |
||||
|
Allocation of equity to non-controlling interest due to equity-based compensation issued |
( |
) |
||
|
Net loss attributable to non-controlling interest |
( |
) |
||
|
Balance, September 30, 2022 |
$ |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Licensing agreements
Master Services Agreement
On January 1, 2022, the Company entered into a master services agreement with Access Strategy Partners Incorporated (“ASPI”) whereby ASPI will provide commercial executives assigned with specific customer targets and develop sales and marketing plans that are mutually agreed to between ASPI and the Company and assist in their execution. The agreement expires two years from the effective date, with an addition one year extension option.
The Company is obligated to pay ASPI: i) a monthly service fee of $
2017 Know-How License Agreement
On March 15, 2017, the Company entered into a know-how license agreement with Mayo Foundation for Medical Education and Research whereby the Company was granted an exclusive license, with the right to sublicense, certain know how and patent applications in the field of signal processing, physiologic recording, electrophysiology recording, electrophysiology software and autonomics to develop, make and offer for sale. The agreement expires in
The Company is obligated to pay to Mayo Foundation a
Patent and Know-How License Agreement – EP Software Agreement
On November 20, 2019, 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 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 $
Amended and Restated Patent and Know-How License Agreement – Tools 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 June 2021, patent rights were issued (“Valid Claim”) as defined whereby the Company paid milestone one of $
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
In connection with the Tools Agreement, 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 $
ViralClear Patent and Know-How License Agreement
On November 20, 2019, the Company’s majority-owned subsidiary, ViralClear, entered into a patent and know-how license agreement (the “ViralClear Agreement”) with Mayo. The ViralClear 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 ViralClear Agreement, ViralClear agreed to make earned royalty payments to Mayo in connection with ViralClear’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to $
Trek Therapeutics, PBC
In the event of sublicensing, sale, transfer, assignment or similar transaction, ViralClear agreed to pay Trek
As part of the acquired assets, ViralClear received an assignment and licensing rights agreement from Trek with a third-party vendor regarding certain formulas and compounds usage. The agreement calls for milestone payments upon marketing authorization (as amended and defined with respect of product in a particular jurisdiction in the territory, the receipt of all approvals from the relevant regulatory authority necessary to market and sell such product in any such jurisdiction, excluding any pricing approval or reimbursement authorization) in any first and second country of $10 million and $5 million, respectively, in addition to 6% royalty payments.
Defined Contribution Plan
Effective January 1, 2019, the Company established a qualified defined contribution plan (the “401(k) Plan”) pursuant to Section 401(k) of the Code, whereby all eligible employees may participate. Participants may elect to defer a percentage of their annual pretax compensation to the 401(k) plan, subject to defined limitations. The Company is required to make contributions to the 401(k) Plan equal to 3 percent of each participant’s eligible compensation, subject to limitations under the Code. For the three and nine months ended September 30, 2022, the Company charged operations $
Purchase commitments
As of September 30, 2022, the Company had aggregate purchase commitments of approximately $
Litigation
The Company is 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.
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
NOTE 12 – SEGMENT REPORTING
In accordance with ASC 280-10, the Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company has
Information concerning the operations of the Company’s reportable segments is as follows:
|
Three Months Ended September 30, 2022 (000's) |
Three Months Ended September 30, 2021 (000's) |
Nine Months Ended September 30, 2022 (000's) |
Nine Months Ended September 30, 2021 (000's) |
|||||||||||||
|
Revenues (from external customers) |
||||||||||||||||
|
BioSig |
$ | $ | $ | $ | ||||||||||||
|
ViralClear |
||||||||||||||||
|
NeuroClear |
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
|
Three Months Ended September 30, 2022 (000's) |
Three Months Ended September 30, 2021 (000's) |
Nine Months Ended September 30, 2022 (000's) |
Nine Months Ended September 30, 2021 (000's) |
|||||||||||||
|
Operating Expenses: |
||||||||||||||||
|
BioSig |
$ | $ | $ | $ | ||||||||||||
|
ViralClear |
||||||||||||||||
|
NeuroClear |
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
|
Three Months Ended September 30, 2022 (000's) |
Three Months Ended September 30, 2021 (000's) |
Nine Months Ended September 30, 2022 (000's) |
Nine Months Ended September 30, 2021 (000's) |
|||||||||||||
|
Loss from Operations |
||||||||||||||||
|
BioSig |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
||||
|
ViralClear |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
|
NeuroClear |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
| $ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
|||||
|
September 30, 2022 (000’s) |
December 31, 2021 (000’s) |
|||||||
|
Total Assets |
||||||||
|
BioSig |
$ | $ | ||||||
|
ViralClear |
||||||||
|
NeuroClear |
||||||||
| $ | $ | |||||||
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(unaudited)
NOTE 13 – RELATED PARTY TRANSACTIONS
Accrued expenses related primarily to travel reimbursements and director fees due related parties as of September 30, 2022 and December 31, 2021 was $
During the three and nine months ended September 30, 2022 and 2021, the Company’s Chief Financial Officer guaranteed issued corporate credit cards for no consideration.
NOTE 14 – SUBSEQUENT EVENTS
Equity Transactions
During the months of October and November 2022, the Company sold
On October 13, 2022, the Company issued
On October 18, 2022, the Company issued
On October 26, 2022, the Company issued a restricted stock unit for
On October 28, 2022, the Company issued a restricted stock unit for
On November 3, 2022, the Company reduced the exercise price of
Sales-type Lease
On October 1, 2022, the Company entered into a lease for our PURE EP system at a rate of $
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.
Business Overview
BioSig Technologies, Inc.
BioSig Technologies is a medical technology company commercializing an advanced digital signal processing technology platform to deliver never-before-seen insights to the treatment of cardiovascular arrhythmias. Through collaboration with physicians, experts, and healthcare leaders across the field of electrophysiology (EP), we are committed to addressing healthcare’s biggest priorities — saving time, saving costs, and saving lives.
Our first product, the PURE EP™ System, is an FDA 510(k) cleared non-invasive class II device, with newly released software including our ACCUVIZ™ Module introducing the proprietary High Frequency Algorithm (HFA). HFA is a novel feature that identifies the key frequency components of cardiac data that can be difficult to identify within the traditional waveform presentation. Other unique software functionalities—including Automatic Tachycardia Characterization (ATC) and TRUSOURCE Analysis & Report—aim to improve clinical workflow and deliver clear, actionable insights to today's electrophysiologist during cardiac catheter ablation, a procedure that involves delivery of energy through the tip of a catheter to correct heart rhythm disturbances (arrhythmias).
The PURE EP System is currently in a national commercial launch and in regular use at healthcare systems, such as Mayo Clinic, Texas Cardiac Arrhythmia Institute, Cleveland Clinic, and Kansas City Heart Rhythm Institute. In a blinded clinical study published in the Journal of Cardiovascular Electrophysiology, electrophysiologists rated PURE EP™ as equivalent or superior to conventional systems for 93.6% of signal samples, with 75.2% earning a superior rating.
In July 2022, we entered into our first national purchasing agreement with HCA Management Services, L.P. whereby Kansas City Heart Institute at Overland Park Regional Medical Center in Kansas City, Missouri acquired our Pure EP system under the terms of the new agreement with a 30-month lease of the system. Following Overland Park, the San Antonio Methodist Hospital purchased the PURE EP System under the same terms in October 2022.
In August 2022, we installed a second evaluation system at the Cleveland Clinic - both Main and Fairview campuses of Cleveland Clinic’s Heart, Vascular & Thoracic Institute are now evaluating PURE EP™. The additional installation will support the medical center’s clinical evaluation of the PURE EP™ System and expand physician access to our signal processing technology. To date, Cleveland Clinic has performed over 60 cases with 18 electrophysiologists utilizing the system. Additionally, we recently expanded our clinical footprint in the Midwest with evaluation agreements at the leading medical centers in Illinois and Wisconsin.
In addition to clinical evaluation, we have conducted pre-clinical evaluation with the PURE EP™ System under several protocols. At Mayo Clinic in Rochester, Minnesota, we have performed twenty-seven experiments (including novel research programs such as Artificial Intelligence, or AI, and repolarization) in various animal models; we also conducted a pre-clinical study at the Mount Sinai Hospital in New York, New York, with an emphasis on the VT model; and six experiments to date during a study at the University of Pennsylvania. We intend to continue additional research and development studies with our technology at institutions including Mayo Clinic and Cleveland Clinic.
Our owned patent portfolio now includes 15 issued utility patents. Twenty two additional worldwide utility patent applications are pending covering various aspects of our PURE EP System for recording, measuring, calculating and displaying of electrocardiograms during cardiac ablation procedures. We also have two pending U.S. patent applications directed to artificial intelligence (AI). We also have 30 allowed/issued worldwide design patents, which cover various features of our display screens and graphical user interface for enhanced visualization of biomedical signals. Finally, we have licenses to 4 patents and 17 additional worldwide utility patent applications from Mayo Foundation for Medical Education and Research that are pending. These patents and applications are generally directed to electroporation and stimulation.
ViralClear Pharmaceuticals, Inc.
ViralClear Pharmaceuticals, Inc. (“ViralClear”) is a majority-owned subsidiary of the Company originally known as NeuroClear Technologies, Inc. The subsidiary was established November 2018 to pursue additional applications of the PURE EP™ signal processing technology outside of EP. In March 2020, it was renamed ViralClear to develop merimepodib, a broad-spectrum anti-viral agent that showed potential to treat COVID-19. We currently do not intend to further develop merimepodib. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology. As of September 30, 2022, the Company retains 69.08% ownership of ViralClear.
Results of Operations (000’s)
We anticipate that our results of operations will fluctuate for the foreseeable future due to several factors, such as the progress of our research and development and commercialization efforts, the timing and outcome of future regulatory submissions and uncertainty around the current pandemic. Due to these uncertainties, accurate predictions of future operations are difficult or impossible to make.
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021 (000’s)
Revenues and Cost of Goods Sold. Revenue for the three months ended September 30, 2022 totaled $135 comprised of product sales of $127 and recognized service revenue of $8 as compared to $108 for the three months ended September 30, 2021 comprised of product sales of $100 and recognized service revenue of $8.
We derive our revenue primarily from the sale and lease of our medical device, PURE EP system, as well as related support and maintenance services and software upgrades in connection with the system.
We recognize revenue in accordance with Accounting Standards Codification (ASC) 842, Leases for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, we recognize revenue under ASC 606.
The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Cost of revenue for the three months ended September 30, 2022, was $30 as compared to $38 for the three months ended September 30, 2021.
Gross profit from the three months ended September 30, 2022 was $105, or 77.8%, as compared to $70, or 64.8%, for the three months ended September 30, 2021.
In 2021, we had limited release of our product and our commercial launch began July 1, 2022.
Research and Development Expenses. Research and development expenses for the three months ended September 30, 2022 were $1,733, an increase of $418, or 31.8%, from $1,315 for the three months ended September 30, 2021. The increase is primarily due to increased design work and staffing levels for the three months ended September 30 2022 as compared to three months ended September 30, 2021. Research and development expenses were comprised of the following:
Three months ended:
|
September 30, 2022 |
September 30, 2021 |
|||||||
|
Salaries and equity compensation |
$ | 854 | $ | 751 | ||||
|
Consulting expenses |
193 | 177 | ||||||
|
Research and clinical studies and design work |
556 | 190 | ||||||
|
Data/AI development |
19 | 84 | ||||||
|
Regulatory |
7 | 68 | ||||||
|
Travel, supplies, other |
104 | 45 | ||||||
|
Total |
$ | 1,733 | $ | 1,315 | ||||
Stock based compensation for research and development personnel was $115 and $371 for the three months ended September 30, 2022 and 2021, respectively.
General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2022 were $4,774, a decrease of $1,731, or 26.6%, from $6,505 incurred in the three months ended September 30, 2021. This decrease is primarily due to reduction in the activities of our ViralClear segment, net with an increase in employee performance pay and staff in the current period as compared to the same period in the prior year and additional service provider fees paid.
Payroll related expenses decreased to $1,947 in the current period from $2,134 for the three months ended September 30, 2021, a decrease of $187, or 8.8%. The decrease was primarily due to staff changes and mix in commercialization, sales and general and administration in the BioSig segment. We incurred $422 in stock-based compensation in connection with the vesting of stock and stock options issued to board members, officers, employees, and consultants for the three months ended September 30, 2022, as compared to $1,931 in stock-based compensation for the same period in 2021, a decrease of $1,509 or 78.1%.
Professional services for the three months ended September 30, 2022, totaled $293, an increase of $22, or 8.1%, from the $271 recognized for the three months ended September 30, 2021. Of professional services, legal fees totaled $188 for the three months ended September 30, 2022, a decrease of $34, or 15.3%, from $222 incurred for the three months ended September 30, 2021. The decrease is primarily due to costs incurred in 2021 for financing, contract work and patent filings for the BioSig segment not incurred in current period. Accounting fees incurred in the three months ended September 30, 2022, amounted to $19, a decrease of $19, or 50.0%, from $38 incurred in same period the prior year. In 2021, we incurred added audit costs for both the BioSig and ViralClear segments.
Consulting, public and investor relations fees for the three months ended September 30, 2022 were $1,663 as compared to $1,005 incurred for the three months ended September 30, 2021, an increase of $658, or 65.5%. The increase in consulting, marketing and investor relations fees during the three months ended September 30, 2022 related to our efforts to develop our recognition throughout the medical industry in an effective manner.
Travel, meals and entertainment costs for the three months ended September 30, 2022 were $315, an increase of $3, or 1.0%, from $312 incurred in the three months ended September 30, 2021. Travel, meals and entertainment costs include travel related to business development and financing.
Rent for the three months ended September 30, 2022 totaled $109, a decrease of $10, or 8.4%, from $119 incurred in three months ended September 30, 2021. The decrease in rent for 2022 as compared to 2021 is due primarily to a lower negotiated rent for our Los Angeles offices beginning July 1, 2021 and reduction of our rent in our Connecticut headquarters with our move to a larger facility in September 2021 as compared to 2021.
Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended September 30, 2022 totaled $84, an increase of $33, or 64.7%, over the expense of $51 incurred in the three months ended September 30, 2021, as a result of the adding additional office computers, manufacturing and other equipment.
Preferred Stock Dividends. Preferred stock dividend for the three months ended September 30, 2022 and 2021 totaled $2. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015. In addition, the Series C Preferred stock conversion rate reset from $0.75 to $0.63 in the third quarter of 2022, therefore we recorded a noncash deemed preferred stock dividend of $17 during the three months ended September 30, 2022.
Net Loss Attributable to BioSig Technologies, Inc. Common Shareholders. As a result of the foregoing, net loss attributable to common shareholders for the three months ended September 30, 2022 was $6,391 compared to a net loss of $7,255 for the three months ended September 30, 2021.
Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021 (000’s)
Revenues and Cost of Goods Sold. Revenue for the nine months ended September 30, 2022 totaled $151 comprised of product sales of $127 and recognized service revenue of $24 as compared to $433 for the nine months ended September 30, 2021 comprised of product sales of $414 and recognized service revenue of $19.
We derive our revenue primarily from the sale and lease of our medical device, PURE EP system, as well as related support and maintenance services and software upgrades in connection with the system.
We recognize revenue in accordance with Accounting Standards Codification (ASC) 842, Leases for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, we recognize revenue under ASC 606.
The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Cost of revenue sold for the nine months ended September 30, 2022, was $30 as compared to $199 for the nine months ended September 30, 2021.
Gross profit from the nine months ended September 30, 2022 was $121, or 80.1%, as compared to $234, or 54.0%, for the nine months ended September 30, 2021.
In 2021, we had limited release of our product and our commercial launch began in July 2022.
Research and Development Expenses. Research and development expenses for the nine months ended September 30, 2022 were $4,701, an increase of $453, or 10.7%, from $4,248 for the nine months ended September 30, 2021. Research and development expenses were comprised of the following:
Nine months ended:
|
September 30, 2022 |
September 30, 2021 |
|||||||
|
Salaries and equity compensation |
$ | 3,013 | $ | 2,026 | ||||
|
Consulting expenses |
364 | 531 | ||||||
|
Research and clinical studies and design work |
752 | 881 | ||||||
|
Acquired Research and Development |
- | 150 | ||||||
|
Data/AI development |
97 | 295 | ||||||
|
Regulatory |
36 | 136 | ||||||
|
Product development |
- | 15 | ||||||
|
Travel, supplies, other |
439 | 214 | ||||||
|
Total |
$ | 4,701 | $ | 4,248 | ||||
Stock based compensation for research and development personnel was $828 and $454 for the nine months ended September 30, 2022 and 2021, respectively.
General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2022 were $15,477, a decrease of $4,779, or 23.6%, from $20,256 incurred in the nine months ended September 30, 2021. This decrease is primarily due to reduction in the activities of our ViralClear segment, along with reductions is stock based compensation in 2022 as compared to 2021.
Payroll related expenses increased to $6,521 in the current period from $6,107 for the nine months ended September 30, 2021, an increase of $414, or 6.8%. The increase was primarily due to added staff in commercialization, sales and general and administration in the BioSig segment. We incurred $1,891 in stock-based compensation in connection with the vesting of stock and stock options issued to board members, officers, employees and consultants for the nine months ended September 30, 2022 as compared to $6,480 in stock-based compensation for the same period in 2021, a decease of $4,589 or 70.8%.
Professional services for the nine months ended September 30, 2022, totaled $799, a decrease of $236, or 22.8%, from the $1,035 recognized for the nine months ended September 30, 2021. Of professional services, legal fees totaled $551 for the nine months ended September 30, 2022; a decrease of $227, or 29.2%, from $778 incurred for the nine months ended September 30, 2021. The decrease is primarily due to costs incurred in 2021 for financing, contract work and patent filings for the BioSig segment not incurred in current period. Accounting fees incurred in the nine months ended September 30, 2022, amounted to $162, an increase of $13, or 8.7%, from $149 incurred in same period the prior year. In 2022, we incurred added audit costs for both the BioSig and ViralClear segments.
Consulting, marketing, public and investor relations fees for the nine months ended September 30, 2022 were $3,043 as compared to $3,137 incurred for the nine months ended September 30, 2021, a decrease of $94, or 3.0%. The decrease in consulting, marketing and investor relations fees during the nine months ended September 30, 2022 related to our efficient efforts to develop our recognition throughout the medical industry in an effective manner.
Travel, meals and entertainment costs for the nine months ended September 30, 2022 were $879, an increase of $149, or 20.4%, from $730 incurred in the nine months ended September 30, 2021. Travel, meals and entertainment costs include travel related to business development and financing. The increase in 2022 was due to the lifting of various restrictions imposed by the COVID-19 outbreak leading to increased commercialization effort in 2022 as compared to 2021.
Rent for the nine months ended September 30, 2022 totaled $322, a decrease of $31, or 8.8%, from $353 incurred in nine months ended September 30, 2021. The decrease in rent for 2022 as compared to 2021 is due primarily to a lower negotiated rent for our Los Angeles offices beginning July 1, 2021 and reduction of our rent in our Connecticut headquarters with our move to a larger facility in September 2021 as compared to earlier 2021.
Depreciation and Amortization Expense. Depreciation and amortization expense for the nine months ended September 30, 2022 totaled $210, an increase of $68, or 47.9%, over the expense of $142 incurred in the nine months ended September 30, 2021, as a result of the adding additional office computers, manufacturing and other equipment.
Preferred Stock Dividend. Preferred stock dividend for the nine months ended September 30, 2022 and 2021 totaled $7. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015. In addition, the Series C Preferred stock conversion rate reset from $2.27 to $0.63 in 2022, therefore we recorded a noncash deemed preferred stock dividend of $125 during the nine months ended September 30, 2022.
Net Loss Attributable to BioSig Technologies, Inc. Common Shareholders. As a result of the foregoing, net loss attributable to common shareholders for the nine months ended September 30, 2022 was $20,226 compared to a net loss of $23,280 for the nine months ended September 30, 2021.
Segment Results
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.
Summary Statement of Operations for the three and nine months ended September 30, 2022 as compared to the three and nine months ended September 30, 2021 are detailed in Note 12 of the accompanying unaudited condensed consolidated financial statements.
COVID-19
On March 11, 2020, the World Health Organization (the “WHO”) declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The full public-health impact of the pandemic and its ongoing effects continues to evolve, and the related health crisis has adversely affected and may continue to adversely affect the global economy, resulting in delays to our commercialization objectives of the PURE EP Systems into the end of 2022.
Inflation Reduction Act of 2022
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income," which is effective for tax years beginning after December 31, 2022, and a one percent excise tax on net repurchases of stock after December 31, 2022. We are continuing to evaluate the Inflation Reduction Act and its requirements, as well as the application to our business, but at this time does not expect the Inflation Reduction Act to have a material impact on our financial results.
Liquidity, Capital Resources and Going Concern ($000’s)
As of September 30, 2022, we had a working capital of $549, comprised of cash of $887, accounts receivable of $5, inventory of $1,691, lease receivables of $50 and prepaid expenses and vendor deposits of $456, which was offset by $2,092 of accounts payable and accrued expenses, accrued dividends on preferred stock issuances of $89 and current portions of deferred revenue of $13 and of lease liability of $346. For the nine months ended September 30, 2022, we used $17,591 of cash in operating activities and $110 of cash in investing activities.
Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021 (000’s)
Cash provided by financing activities totaled $6,929, comprised of proceeds from the sale of our common stock and warrants under direct offerings of $5,820, net of transactional expenses of $441, and $1,109 from the sale of our common stock under our at-the-market offering, net of transactional expenses of $67.
In the comparable period in 2021, our aggregate cash provided by financing activities totaled $10,333, comprised of proceeds from the sale of our common stock under direct offering of $9,005, proceeds from the sale of our common stock in an at-the-market offering of $1,300 and proceeds from exercise of options of $28. At September 30, 2022, we had cash of $887 compared to $17,535 at September 30, 2021. Our cash is held in bank deposit accounts. At September 30, 2022 and September 30, 2021, we had no convertible debentures outstanding.
Cash used in operations for the nine months ended September 30, 2022 and 2021 was $17,591 and $20,668, respectively, which represent cash outlays for research and development and general and administrative expenses in such periods. The decreases in cash outlays principally resulted from reduced operating costs, general and administrative expenses in 2022 and with increases in our operating assets of $153 and decreases in our operating liabilities of $344.
We used $110 cash for investing activities for the nine months ended September 30, 2022, compared to $398 for the nine months ended September 30, 2021. For the current period and comparable period, we purchased computer, manufacturing and other equipment.
We had an accumulated deficit as of September 30, 2022, of $209,016, as well as a net loss attributable to BioSig Technologies, Inc. of $20,226 and negative operating cash flows. We expect to continue incurring losses and negative cash flows from operations until our products (primarily our PURE EP System) reach full commercial profitability.
These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised due to our net losses and negative cash flows from operations since inception and our expectation is that these conditions will continue for the foreseeable future. We will require additional financing to fund future operations. Although we have commercial products available for sale, we have not generated significant revenues to date, and there is no assurance that we will be able to generate cash flow to fund operations. In addition, there can be no assurance that our research and development will be successfully completed or that any additional products will be approved or commercially viable. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, obtaining loans from various financial institutions, or being awarded grants from government agencies, where possible. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.
Our plans include the continued commercialization of the PURE EP System and other applications of our core technology and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. Our shift from a focus on technology development to commercialization has allowed us to reduce our annual expenses in a meaningful way. As a result of this transition, we have been able to achieve savings through reductions in executive and management compensation and a reduction of our utilization of external consultants and professional service providers. We believe these cost-saving measures combined with our expectations of positive trends in commercial activity create the potential for us to achieve a lower cash flow breakeven rate. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations.
The COVID-19 pandemic and its ongoing effects has resulted and continues to result in significant financial market volatility and uncertainty in recent months. In addition, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the ongoing military conflict between Russia and Ukraine.
A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital and on the market price of our common stock, and we may not be able to successfully raise capital through the sale of our securities.
Our Series C Preferred Stock contains triggering events which would, among other things, require redemption (i) in cash, at the greater of (a) 120% of the stated value of $1 or (b) the product of (I) the variable weighted average price of our common stock on the trading day immediately preceding the date of the triggering event and (II) the stated value divided by the then conversion price or (ii) in shares of our common stock, equal to a number of shares equal to the amount set forth in (i) above divided by 75%. As of September 30, 2022, the aggregate stated value of our Series C Preferred Stock was $105. The triggering events include our being subject to a judgment of greater than $100 or our initiation of bankruptcy proceedings. If any of the triggering events contained in our Series C Preferred Stock occur, the holders of our Series C Preferred Stock may demand redemption, an obligation we may not have the ability to meet at the time of such demand, as such we record the Series C Preferred Stock as temporary equity on our consolidated balance sheet . We will be required to pay interest on any amounts remaining unpaid after the required redemption of our Series C Preferred Stock, at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law.
We expect to incur losses from operations for the near future. We expect to incur increasing marketing and commercialization expenses related to our PURE EP system in addition to additional research and development costs relating to the PURE EP and other product candidates, including expenses related to clinical trials. We expect that our general and administrative expenses will increase in the future as we expand our business development, add infrastructure and incur additional costs related to being a public company, including incremental audit fees, investor relations programs and increased professional services.
Our future capital requirements will depend on a number of factors, including the progress of our research and development of product candidates, the timing and outcome of regulatory approvals, the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights, the status of competitive products, the availability of financing and our success in developing markets for our product candidates.
Future financing may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, existing holders of our securities may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our securities.
If additional financing is not available or is not available on acceptable terms, we may be required to delay, reduce the scope of or eliminate our research and development programs, reduce our commercialization efforts or obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain product candidates that we might otherwise seek to develop or commercialize independently.
ATM Sales Agreement
On May 17, 2022, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC to act as the Company’s sales agent or principal (“Agent”), with respect to the issuance and sale of up to $10.0 million of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time in an at-the-market public offering.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Virtu Americas LLC may sell the common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company may sell the common stock in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the common stock under the Sales Agreement. The Company or Virtu Americas LLC may suspend or terminate the offering of common stock upon notice to the other party and subject to other conditions. Virtu Americas LLC will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.
The Company will pay Agent a commission of up to 3.0% of the gross proceeds from the sale of the common stock pursuant to the Sales Agreement.
The offering of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
The common stock was sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-251859), which was previously declared effective by the Securities and Exchange Commission, and a related prospectus.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.
Revenue Recognition
We derive our revenue primarily from the sale or lease of our medical device, the PURE EP™ System, as well as related support and maintenance services and software upgrades in connection with the system.
We recognize revenue in accordance with Accounting Standards Codification (ASC) 842, Leases (“ASC 842”) for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, the Company recognize revenue under ASC 606.
The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
Under ASC 606, the Company determines revenue recognition through the following five steps:
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Identify the contract with the customer; |
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Identify the performance obligations in the contract; |
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Determine the transaction price; |
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Allocate the transaction price to the performance obligation in the contract; and |
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Recognize revenue when, or as, the performance obligations are satisfied. |
Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If we determine that it has not satisfied a performance obligation, it will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Support, maintenance, and software upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP System and do not have the right to terminate their contracts unless we fail to perform material obligations.
We may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements.
We estimate the transaction price based on the amount of consideration we expect to receive for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, we evaluate the amount of the potential payments and the likelihood that the payments will be received. If it is probable that a significant revenue reversal would not occur, the variable consideration is included in the transaction price.
We record accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to our contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue.
Research and Development
We account for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
Stock Based Compensation
All stock-based payments to employees and to nonemployee directors for their services as directors consisted of grants of restricted stock and stock options, which are measured at fair value on the grant date and recognized in the statements of operations as compensation expense over the relevant vesting period. Restricted stock payments and stock-based payments to nonemployees are recognized as an expense over the period of performance.
Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable, the measurement date is the date the award is issued.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required under Regulation S-K for “smaller reporting companies.”
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-(f) of the Exchange Act) that occurred during the last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
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.
ITEM 1A. RISK FACTORS
The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in Item 1A. “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 31, 2022. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price.
The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Form 10-Q. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.
The COVID-19 pandemic and related U.S. supply chain issues, including shipping and raw material disruptions, could have a continuing material impact on the global supply chain, which could adversely impact our business results and financial condition.
We rely on a limited number of suppliers and manufacturers, particularly in the production and service of our PURE EP™ System. In the event of interruption within our supply chain due to global shortages of key supplies, materials or products, we may not be able to increase capacity from other sources or develop alternative or secondary sources without incurring substantial additional costs and/or delays.
Prolonged shortages in raw material supplies, delays and disruptions to manufacturing, production and shipping, congestion at key shipping ports and shortages in warehouse storage space due to the supply chain crisis, could significantly and adversely affect our business if one or more of our manufacturers or suppliers are impacted by any interruption at a particular location or in relation to a particular material or component. To the extent the disruptions in the U.S. supply chain continue, our business, particularly the manufacturing of the PURE EP™ System, could be adversely affected.
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.
Our common stock is listed on the Nasdaq Capital Market. If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum bid price requirements, Nasdaq may take steps to delist our common stock. Such a delisting would have a negative effect on the price of our common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
On October 20, 2022, we received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of our common stock for the 30 consecutive business day period between [September 7, 2022, through October 19, 2022], we did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until [April 17, 2023] (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).]
In order to regain compliance with Nasdaq’s minimum bid price requirement, our common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event we do not regain compliance by the end of the Compliance Period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If we meet these requirements, we may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that we will be unable to cure the deficiency, or if we are not otherwise eligible for the additional cure period, Nasdaq will provide notice that our common stock will be subject to delisting.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
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Exhibit No. |
Description |
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3.11 |
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3.12 |
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3.13 |
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31.01* |
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31.02* |
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32.01* |
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101 INS* |
Inline XBRL Instance Document |
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101 SCH* |
Inline XBRL Taxonomy Extension Schema Document |
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101 CAL* |
Inline XBRL Taxonomy Calculation Linkbase Document |
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101 DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101 LAB* |
Inline XBRL Taxonomy Labels Linkbase Document |
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101 PRE* |
Inline XBRL Taxonomy Presentation Linkbase Document |
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104* |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BIOSIG TECHNOLOGIES, INC. |
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Date: November 14, 2022 |
By: |
/s/ Kenneth L. Londoner |
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Kenneth L. Londoner |
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Chairman & Chief Executive Officer (Principal Executive Officer) |
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Date: November 14, 2022 |
By: |
/s/ Steven Chaussy |
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Steven Chaussy |
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Chief Financial Officer (Principal Accounting Officer) |
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EXHIBIT 31.01
CERTIFICATION
I, Kenneth L. Londoner, certify that:
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I have reviewed this quarterly report on Form 10-Q of BioSig Technologies, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: November 14, 2022
/s/ Kenneth L. Londoner
Kenneth L. Londoner
Chairman & Chief Executive Officer (Principal Executive Officer)
EXHIBIT 31.02
CERTIFICATION
I, Steven Chaussy, certify that:
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I have reviewed this quarterly report on Form 10-Q of BioSig Technologies, Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: November 14, 2022
/s/ Steven Chaussy
Steven Chaussy
Chief Financial Officer (Principal Accounting Officer)
EXHIBIT 32.01
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Kenneth L. Londoner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of BioSig Technologies, Inc. on Form 10-Q for the fiscal quarter ended September 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BioSig Technologies, Inc.
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By: |
/s/ Kenneth L. Londoner |
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Date: November 14, 2022 |
Name: |
Kenneth L. Londoner |
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Title: |
Chairman & Chief Executive Officer (Principal Executive Officer) |
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I, Steven Chaussy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of BioSig Technologies, Inc. on Form 10-Q for the fiscal quarter ended September 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BioSig Technologies, Inc.
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By: |
/s/ Steven Chaussy |
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Date: November 14, 2022 |
Name: |
Steven Chaussy |
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Title: |
Chief Financial Officer (Principal Accounting Officer) |
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