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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BioSig Technologies Inc | NASDAQ:BSGM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.07 | -3.93% | 1.71 | 1.46 | 2.32 | 1.83 | 1.55 | 1.76 | 105,805 | 05:00:11 |
Delaware
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26-4333375
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(State or other jurisdiction of incorporation
or organization)
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(IRS Employer Identification No.)
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8441 Wayzata Blvd, Suite 240
Minneapolis, MN
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55426
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(763) 999-7331
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(Address of principal executive office)
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(Zip Code)
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(Registrant’s telephone number, Including area code)
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☒
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(Do not check if a smaller reporting company)
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PAGE
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PART I
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Item 1.
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3
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Item 1A.
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18
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Item 1B.
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34
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Item 2.
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34
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Item 3.
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35
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Item 4.
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35
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PART II
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Item 5.
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36
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Item 6.
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37
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Item 7.
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37
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Item 7A.
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42
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Item 8.
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F-1 – F-34
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Item 9.
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43
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Item 9A.
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43
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Item 9B.
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44
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PART III
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Item 10.
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45
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Item 11.
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49
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Item 12.
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52
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Item 13.
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55
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Item 14.
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56
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PART IV
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Item 15.
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56
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58
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●
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Higher quality cardiac signal acquisition for accurate and more efficient electrophysiology studies;
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Precise, uninterrupted, real time evaluations of electrograms;
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Reliable cardiac recordings to better determine precise ablation targets, strategy and end point of procedures; and
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A portable device that can be fully integrated into existing electrophysiology lab environments.
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Initial system concept validation was performed in collaboration with physicians at the Texas Cardiac Arrhythmia Institute at St. David’s Medical Center in Austin, Texas in June 2011. The Texas Cardiac Arrhythmia Institute provided challenging recordings obtained with electrophysiology recording systems presently in use at the institute during various electrophysiology studies. Our technology team successfully imported the data into the PURE EP System software and using proprietary signal processing, the PURE EP System software was able to reduce baseline wander, noise, and artifacts from the data and therefore provide better diagnostic quality signals.
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We have established clinical and/or advisory relationships for both technology development and validation studies with physicians and researchers affiliated with the following medical centers: Texas Cardiac Arrhythmia Institute, Austin, TX; Cardiac Arrhythmia Center at the University of California at Los Angeles, Los Angeles, CA; Mount Sinai Medical Center, New York, NY; University Hospitals Case Medical Center, Cleveland, OH; Bringham & Women’s Hospital in Boston, MA; and Mayo Clinic, Rochester, MN.
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The Cardiac Arrhythmia Center at the University of California at Los Angeles and Dr. Kalyanam Shivkumar, a former member of our board of directors, have played a significant role in the initial functional testing of our hardware. Dr. Shivkumar and his team have enabled us to learn the connectivity of the lab and its devices that pertain to where our PURE EP System will fit in. In June 2013, we commenced our first proof of concept pre-clinical study with the assistance of Dr. Shivkumar in order to further test the components of the PURE EP System hardware, as further explained below.
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We are developing signal processing tools within the PURE EP System that will assist electrophysiologists in further differentiating true signals from noise, which may potentially provide guidance in identifying ablation targets. The signal processing tools are expected to be an integral part of the software of the PURE EP System, which we believe will significantly facilitate the locating of ablation targets.
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In the second and third quarters of 2013, we performed and finalized testing of our proof of concept unit by initially using an electrocardiogram/intracardiac simulator at our lab, and subsequently by obtaining pre-clinical recordings from the lab at the University of California at Los Angeles. As part of the testing, we simultaneously recorded electrocardiogram and intracardiac signals on our proof of concept unit and GE’s CardioLab recording system. An identical signal was applied to the input of both systems and the monitor of our proof of concept unit was positioned next to the monitor of GE’s CardioLab recording system to allow for visual comparison. We believe that our proof of concept unit performed well as compared to GE’s CardioLab recording system, in that the electrocardiogram and intracardiac signals displayed on our proof of concept unit showed less baseline wander, noise and artifacts compared to signals displayed on GE’s CardioLab recording system. However, because this was a proof of concept test, without any clearly established protocols, we cannot present this data for publication and we do not have any independent verification or peer review of these findings.
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In the third quarter of 2013, we analyzed the results of our proof of concept unit to determine the final design of the PURE EP System prototype, which has since been completed.
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In September 2014, we performed additional tests on the PURE EP System prototype at the University of California at Los Angeles.
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In the fourth quarter of 2014, we appointed Dr. Samuel J. Asirvatham from Mayo Clinic as a member of our Scientific Advisory Board and initiated plans for pre-clinical studies at Mayo Clinic.
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In the first quarter of 2015, we appointed Dr. K. L. Venkatachalam from Mayo Clinic as a member of our Scientific Advisory Board. On March 31, 2015 Drs. Asirvatham and Venkatachalam performed our first pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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On June 10, 2015, Dr. Asirvatham performed our second pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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On November 17, 2015, Dr. Asirvatham performed our third pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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On February 22, 2016, we signed an agreement to initiate development of its PURE EP System with Minnetronix, Inc. (“Minnetronix”) and are taking steps toward its 510(k) submission.
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On March 28, 2016, we announced an Advanced Research Program with Dr. Asirvatham at Mayo Clinic beginning June 2016.
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On March 8, 2016, Dr. Ammar Killu from Mayo Clinic presented our preclinical data at the 13
th
Annual Dead Sea Symposium on Innovations in Cardiac Arrhythmias and Device Therapy in Tel Aviv, Israel entitled “Enhanced Electrophysiology Recording Improves Signal Acquisition and Differentiation”.
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On June 2, 2016, Dr. Asirvatham performed our fourth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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On June 23 and August 25 and 26, 2016, Dr. Vivek Reddy performed a pre-clinical study on a ventricular scar model at the Mount Sinai Hospital in New York, NY.
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On July 27, 2016, Dr. Asirvatham performed our fifth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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On September 14, 2016, Dr. Asirvatham performed our sixth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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On August 19, 2016, we presented a poster at the IEEE Engineering in Medicine and Biology Society annual conference (IEEE EMBC 2016) entitled “Enhanced Electrophysiology Recording System”.
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In December 2016, the Journal of the American College of Cardiology (JACC): Clinical Electrophysiology (Vol.2, No.7, pp.850) published the article entitled, “Novel Electrophysiology Signal Recording System Enables Specific Visualization of the Purkinje Network and Other High-Frequency Signals”, submitted by the Mayo Clinic team.
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On December 9, 2016, we filed a provisional patent application entitled “Assessment of Catheter Position by Local Electrogram”.
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On December 9, 2016, we filed a provisional patent application entitled “Visualization of Conduction Tissue Signals”.
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GE Healthcare’s family of CardioLab Recording Systems were initially developed in the early 1990s by Prucka Engineering, which was acquired by General Electric Company in 1999.
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The LabSystem PRO EP Recording System was originally designed in the late 1980s by C.R. Bard. C.R. Bard’s electrophysiology business was acquired by Boston Scientific Corporation in 2013.
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Siemens AG developed the Axiom Sensis XP in 2002.
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St. Jude Medical, Inc.’s EP-WorkMate Recording System was acquired from EP MedSystems, Inc. in 2008, which had received clearance for the product from the FDA in 2003. In January 2017, Abbott Laboratories acquired St Jude Medical, Inc.
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Product design and development;
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Product testing;
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Product manufacturing;
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Product labeling and packaging;
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Product handling, storage, and installation;
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Pre-market clearance or approval;
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Advertising and promotion; and
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Product sales, distribution, and servicing.
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Quality System regulation, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;
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Establishment Registration, which requires establishments involved in the production and distribution of medical devices intended for commercial distribution in the U.S. to register with the FDA;
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Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA;
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Labeling regulations, which prohibit “misbranded” devices from entering the market, as well as prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and
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Medical Device Reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.
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Fines, injunctions, and civil penalties;
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Mandatory recall or seizure of our products;
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Administrative detention or banning of our products;
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Operating restrictions, partial suspension or total shutdown of production;
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Refusing our request for 510(k) clearance or pre-market approval of new product versions;
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Revocation of 510(k) clearance or pre-market approvals previously granted; and
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Criminal penalties.
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successful completion of the pre-clinical and clinical development of our products;
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obtaining necessary regulatory approvals from the FDA or other regulatory authorities;
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establishing manufacturing, sales, and marketing arrangements, either alone or with third parties; and
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raising sufficient funds to finance our activities.
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the FDA may not approve a clinical trial protocol or a clinical trial, or may place a clinical trial on hold;
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subjects may not enroll in clinical trials at the rate we expect or we may not follow up on subjects at the rate we expect;
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subjects may experience events unrelated to our products;
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third-party clinical investigators may not perform our clinical trials consistent with our anticipated schedule or the clinical trial protocol and good clinical practices, or other third-party organizations may not perform data collection and analysis in a timely or accurate manner;
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interim results of any of our clinical trials may be inconclusive or negative;
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regulatory inspections of our clinical trials may require us to undertake corrective action or suspend or terminate the clinical trials if investigators find us not to be in compliance with regulatory requirements; or
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governmental regulations or administrative actions may change and impose new requirements, particularly with respect to reimbursement.
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restrictions on our products, manufacturers or manufacturing processes;
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warning letters and untitled letters;
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civil penalties and criminal prosecutions and penalties;
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fines;
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injunctions;
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product seizures or detentions;
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import or export bans or restrictions;
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voluntary or mandatory product recalls and related publicity requirements;
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suspension or withdrawal of regulatory approvals;
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total or partial suspension of production; and
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refusal to approve pending applications for marketing approval of new products or of supplements to approved applications.
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we may not be able to attract and build an effective marketing or sales force;
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the cost of establishing, training and providing regulatory oversight for a marketing or sales force may be substantial; and
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there are significant legal and regulatory risks in medical device marketing and sales that we have never faced, and any failure to comply with applicable legal and regulatory requirements for sales, marketing and distribution could result in an enforcement action by the FDA, European regulators or other authorities that could jeopardize our ability to market our planned products or could subject us to substantial liability.
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the degree and range of protection any patents will afford us against competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents;
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if and when such patents will be issued, and, if granted, whether patents will be challenged and held invalid or unenforceable;
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whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; or
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whether we will need to initiate litigation or administrative proceedings which may be costly regardless of outcome.
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obtain licenses, which may not be available on commercially reasonable terms, if at all;
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abandon an infringing product candidate;
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redesign our product candidates or processes to avoid infringement;
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cease usage of the subject matter claimed in the patents held by others;
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pay damages; and/or
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defend litigation or administrative proceedings which may be costly regardless of outcome, and which could result in a substantial diversion of our financial and management resources.
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the outcomes of potential future patent litigation;
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our ability to monetize our future patents;
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changes in our industry;
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announcements of technological innovations, new products or product enhancements by us or others;
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announcements by us of significant strategic partnerships, out-licensing, in-licensing, joint ventures, acquisitions or capital commitments;
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changes in earnings estimates or recommendations by security analysts, if our common stock is covered by analysts;
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investors’ general perception of us;
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future issuances of common stock;
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the addition or departure of key personnel;
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general market conditions, including the volatility of market prices for shares of technology companies, generally, and other factors, including factors unrelated to our operating performance; and
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the other factors described in this “Risk Factors” section.
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incur additional indebtedness;
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permit liens on assets;
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repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
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pay cash dividends to our stockholders; and
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engage in transactions with affiliates.
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Year Ending December 31,
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||||
2017
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$
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120,754
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2018
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112,585
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|||
2019
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67,387
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|||
Total
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$
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300,726
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Fiscal Year 2015
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|||||||
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High
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Low
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||||||
First Quarter
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$
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2.85
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$
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1.31
|
||||
Second Quarter
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$
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4.80
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$
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2.00
|
||||
Third Quarter
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$
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2.30
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$
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1.13
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||||
Fourth Quarter
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$
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1.90
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$
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1.08
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Fiscal Year 2016
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|||||||
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High
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Low
|
||||||
First Quarter
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$
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1.59
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$
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0.90
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||||
Second Quarter
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$
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2.15
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$
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1.33
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||||
Third Quarter
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$
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1.60
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$
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1.05
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||||
Fourth Quarter
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$
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1.59
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$
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1.25
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2016
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2015
|
|||||||
Salaries and equity compensation
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$
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1,744,780
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$
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977,297
|
||||
Consulting expenses
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322,520
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359,842
|
||||||
Clinical studies and design work
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388,447
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40,731
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||||||
Travel, supplies, other
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198,754
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129,119
|
||||||
Total
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$
|
2,654,501
|
$
|
1,506,989
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F-2
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F-3
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F-4
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F-5
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F-7
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F-8
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2016
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2015
|
|||||||
ASSETS
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||||||||
Current assets:
|
||||||||
Cash
|
$
|
1,055,895
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$
|
953,234
|
||||
Prepaid expenses
|
134,263
|
31,308
|
||||||
Total current assets
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1,190,158
|
984,542
|
||||||
Property and equipment, net
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24,188
|
18,408
|
||||||
Other assets:
|
||||||||
Deposits
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27,612
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27,612
|
||||||
Total assets
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$
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1,241,958
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$
|
1,030,562
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses, including $15,755 and $12,716 to related parties as of December 31, 2016 and 2015, respectively
|
$
|
373,103
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$
|
223,546
|
||||
Dividends payable
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359,891
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340,291
|
||||||
Warrant liability
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1,937,234
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1,621,199
|
||||||
Derivative liability
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288,934
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285,157
|
||||||
Total current liabilities
|
2,959,162
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2,470,193
|
||||||
Series C Preferred Stock, 1,070 and 1,471 shares issued and outstanding; liquidation preference of $1,070,000 and $1,471,000 as of December 31, 2016 and 2015, respectively
|
1,070,000
|
1,471,000
|
||||||
Commitments and contingencies
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-
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-
|
||||||
Stockholders’ deficit
|
||||||||
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B and 4,200 shares of Series C Preferred Stock
|
||||||||
Common stock, $0.001 par value, authorized 200,000,000 and 50,000,000 shares, 22,588,184 and 16,825,703 issued and outstanding as of December 31, 2016 and 2015, respectively
|
22,588
|
16,826
|
||||||
Additional paid in capital
|
41,019,251
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29,314,399
|
||||||
Accumulated deficit
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(43,829,043
|
)
|
(32,241,856
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)
|
||||
Total stockholders’ deficit
|
(2,787,204
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)
|
(2,910,631
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
1,241,958
|
$
|
1,030,562
|
Year ended December 31,
|
||||||||
2016
|
2015
|
|||||||
Operating expenses:
|
||||||||
Research and development
|
$
|
2,654,501
|
$
|
1,506,989
|
||||
General and administrative
|
8,499,304
|
10,526,566
|
||||||
Depreciation
|
10,475
|
10,475
|
||||||
Total operating expenses
|
11,164,280
|
12,044,030
|
||||||
Loss from operations
|
(11,164,280
|
)
|
(12,044,030
|
)
|
||||
Other income (expense):
|
||||||||
(Loss) gain on change in fair value of derivatives
|
(422,908
|
)
|
3,113,580
|
|||||
Interest income (expense)
|
1
|
(1,298
|
)
|
|||||
Financing costs
|
-
|
(529,704
|
)
|
|||||
Total other income (expense)
|
(422,907
|
)
|
2,582,578
|
|||||
Loss before income taxes
|
(11,587,187
|
)
|
(9,461,452
|
)
|
||||
Income taxes (benefit)
|
-
|
-
|
||||||
Net loss
|
(11,587,187
|
)
|
(9,461,452
|
)
|
||||
Preferred stock dividend
|
(110,023
|
)
|
(351,522
|
)
|
||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
(11,697,210
|
)
|
$
|
(9,812,974
|
)
|
||
Net loss per common share, basic and diluted
|
$
|
(0.60
|
)
|
$
|
(0.70
|
)
|
||
Weighted average number of common shares outstanding, basic and diluted
|
19,490,767
|
14,103,055
|
Additional
|
||||||||||||||||||||
Common stock
|
Paid in
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance, January 1, 2015
|
11,179,266
|
$
|
11,179
|
$
|
19,186,163
|
$
|
(22,780,404
|
)
|
$
|
(3,583,062
|
)
|
|||||||||
Sale of common stock
|
2,645,432
|
2,645
|
4,757,153
|
-
|
4,759,798
|
|||||||||||||||
Common stock issued upon conversion of Series C Preferred Stock and accrued dividends at $1.50 per share
|
1,430,871
|
1,431
|
2,144,870
|
-
|
2,146,301
|
|||||||||||||||
Common stock issued for services
|
1,452,500
|
1,453
|
3,340,299
|
-
|
3,341,752
|
|||||||||||||||
Common stock issued in exchange for 156,102 warrants exercised on a cashless basis
|
99,552
|
100
|
(100
|
)
|
-
|
-
|
||||||||||||||
Common stock issued in exchange for exercise of options at $2.09 per share
|
10,000
|
10
|
20,890
|
-
|
20,900
|
|||||||||||||||
Common stock issued in exchange for exercise of warrants at $3.67 per share
|
4,082
|
4
|
14,977
|
-
|
14,981
|
|||||||||||||||
Common stock issued in exchange for exercise of warrants at $2.50 per share
|
4,000
|
4
|
9,996
|
-
|
10,000
|
|||||||||||||||
Reclassify fair value of warrant liability from equity
|
-
|
-
|
(4,097,444
|
)
|
-
|
(4,097,444
|
)
|
|||||||||||||
Reclassify fair value of derivative liability from equity
|
-
|
-
|
(1,242,590
|
)
|
-
|
(1,242,590
|
)
|
|||||||||||||
Reclassify fair value of warrant liability to equity upon warrant exercise
|
-
|
265,955
|
-
|
265,955
|
||||||||||||||||
Reclassify fair value of derivative liability to equity upon conversion of Series C Preferred Stock to common shares
|
-
|
-
|
639,467
|
-
|
639,467
|
|||||||||||||||
Stock based compensation
|
-
|
-
|
4,626,285
|
-
|
4,626,285
|
|||||||||||||||
Preferred Stock dividend
|
-
|
-
|
(351,522
|
)
|
-
|
(351,522
|
)
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
(9,461,452
|
)
|
(9,461,452
|
)
|
|||||||||||||
Balance, December 31, 2015
|
16,825,703
|
$
|
16,826
|
$
|
29,314,399
|
$
|
(32,241,856
|
)
|
$
|
(2,910,631
|
)
|
Additional
|
||||||||||||||||||||
Common stock
|
Paid in
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance, January 1, 2016
|
16,825,703
|
$
|
16,826
|
$
|
29,314,399
|
$
|
(32,241,856
|
)
|
$
|
(2,910,631
|
)
|
|||||||||
Sale of common stock
|
3,798,417
|
3,798
|
5,222,570
|
-
|
5,226,368
|
|||||||||||||||
Common stock issued for services
|
1,335,000
|
1,335
|
2,469,715
|
-
|
2,471,050
|
|||||||||||||||
Common stock issued upon conversion of Series C Preferred Stock at $1.50 per share
|
267,334
|
267
|
400,733
|
-
|
401,000
|
|||||||||||||||
Common stock issued settlement of Series C Preferred Stock accrued dividends at $1.55 per share
|
58,185
|
58
|
90,365
|
-
|
90,423
|
|||||||||||||||
Reclassify fair value of derivative liability to equity upon conversion of Series C Preferred Stock to common shares
|
-
|
-
|
103,096
|
-
|
103,096
|
|||||||||||||||
Stock based compensation
|
303,545
|
304
|
3,528,396
|
-
|
3,528,700
|
|||||||||||||||
Preferred Stock dividend
|
-
|
-
|
(110,023
|
)
|
-
|
(110,023
|
)
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
(11,587,187
|
)
|
(11,587,187
|
)
|
|||||||||||||
Balance, December 31, 2016
|
22,588,184
|
$
|
22,588
|
$
|
41,019,251
|
$
|
(43,829,043
|
)
|
$
|
(2,787,204
|
)
|
Year ended December 31,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(11,587,187
|
)
|
$
|
(9,461,452
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Depreciation
|
10,475
|
10,475
|
||||||
Amortization of debt discount
|
-
|
585,324
|
||||||
Change in derivative liabilities
|
422,908
|
(3,113,580
|
)
|
|||||
Equity based compensation
|
5,999,750
|
7,968,036
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(102,955
|
)
|
44,229
|
|||||
Accounts payable
|
149,661
|
(333,494
|
)
|
|||||
Stock based payable
|
-
|
(226,305
|
)
|
|||||
Deferred rent payable
|
(104
|
)
|
3,016
|
|||||
Net cash used in operating activities
|
(5,107,452
|
)
|
(4,523,751
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(16,255
|
)
|
(15,863
|
)
|
||||
Payment of long term deposit
|
-
|
(2,612
|
)
|
|||||
Net cash used in investing activity
|
(16,255
|
)
|
(18,475
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of common stock
|
5,226,368
|
4,759,798
|
||||||
Proceeds from sale of Series C preferred stock
|
-
|
450,000
|
||||||
Proceeds from exercise of options
|
-
|
20,900
|
||||||
Proceeds from exercise of warrants
|
-
|
24,981
|
||||||
Net cash provided by financing activities
|
5,226,368
|
5,255,679
|
||||||
Net increase in cash and cash equivalents
|
102,661
|
713,453
|
||||||
Cash and cash equivalents, beginning of the period
|
953,234
|
239,781
|
||||||
Cash and cash equivalents, end of the period
|
$
|
1,055,895
|
$
|
953,234
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for interest
|
$
|
-
|
$
|
1,298
|
||||
Cash paid during the period for income taxes
|
$
|
-
|
$
|
-
|
||||
Non cash investing and financing activities:
|
||||||||
Common stock issued upon conversion of Series C Preferred Stock and accrued dividends
|
$
|
491,423
|
$
|
2,146,302
|
||||
Reclassify derivative liability to equity upon conversion of Series C preferred stock
|
$
|
103,096
|
$
|
639,467
|
||||
Reclassify warrant liability to equity upon exercise of liability warrants
|
$
|
-
|
$
|
265,955
|
||||
See the accompanying notes to the financial statements.
|
|
2016
|
2015
|
||||||
Series C convertible preferred stock
|
713,333
|
980,667
|
||||||
Options to purchase common stock
|
8,245,190
|
7,780,190
|
||||||
Warrants to purchase common stock
|
9,128,189
|
7,078,685
|
||||||
Totals
|
18,086,712
|
15,839,542
|
|
2016
|
2015
|
||||||
Computer equipment
|
$
|
84,704
|
$
|
68,449
|
||||
Furniture and fixtures
|
10,117
|
10,117
|
||||||
Subtotal
|
94,821
|
78,566
|
||||||
Less accumulated depreciation
|
(70,633
|
)
|
(60,158
|
)
|
||||
Property and equipment, net
|
$
|
24,188
|
$
|
18,408
|
|
2016
|
2015
|
||||||
Accrued accounting and legal
|
$
|
120,464
|
$
|
112,723
|
||||
Accrued reimbursements
|
43,116
|
13,613
|
||||||
Accrued consulting
|
1,192
|
15,200
|
||||||
Accrued research and development expenses
|
181,884
|
34,179
|
||||||
Accrued office and other
|
10,202
|
31,482
|
||||||
Deferred rent
|
2,912
|
3,016
|
||||||
Accrued settlement related to arbitration
|
13,333
|
13,333
|
||||||
|
$
|
373,103
|
$
|
223,546
|
●
|
incur additional indebtedness;
|
●
|
permit liens on assets;
|
●
|
repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
|
●
|
pay cash dividends to our stockholders; and
|
●
|
engage in transactions with affiliates.
|
(i)
|
we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
(ii)
|
we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
(iii)
|
we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue upon a conversion of our Series C Preferred Stock,
|
(iv)
|
we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,
|
(v)
|
we are party to a change of control transaction,
|
(vi)
|
we file for bankruptcy or a similar arrangement or are adjudicated insolvent,
|
(vii)
|
we are subject to a judgment, including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days,
|
Options Outstanding
|
Options Exercisable
|
||||||||||||||
Weighted
|
|||||||||||||||
Average
|
Exercisable
|
||||||||||||||
Exercise
|
Number of
|
Remaining Life
|
Number of
|
||||||||||||
Price
|
Options
|
In Years
|
Options
|
||||||||||||
$
|
1.01-2.00
|
2,294,642
|
6.8
|
1,810,976
|
|||||||||||
2.01-3.00
|
5,650,548
|
5.3
|
4,917,663
|
||||||||||||
3.01-4.00
|
300,000
|
8.3
|
300,000
|
||||||||||||
8,245,190
|
5.8
|
7,028,639
|
|
Weighted-Average
|
|||||||||||||||
|
Weighted-Average
|
Remaining
|
Aggregate
|
|||||||||||||
|
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
||||||||||||
Outstanding at January 1, 2015
|
5,990,190
|
$
|
2.25
|
6.7
|
$
|
3,267,692
|
||||||||||
Grants
|
1,800,000
|
2.70
|
8.9
|
$
|
-
|
|||||||||||
Exercised
|
(10,000
|
)
|
2.09
|
-
|
-
|
|||||||||||
Canceled
|
-
|
-
|
||||||||||||||
Outstanding at December 31, 2015
|
7,780,190
|
$
|
2.30
|
6.4
|
$
|
-
|
||||||||||
Grants
|
905,000
|
1.71
|
10.0
|
$
|
-
|
|||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
(440,000
|
)
|
$
|
2.24
|
||||||||||||
Outstanding at December 31, 2016
|
8,245,190
|
$
|
2.24
|
5.8
|
$
|
-
|
||||||||||
Exercisable at December 31, 2016
|
7,028,639
|
$
|
2.28
|
5.5
|
$
|
-
|
|
737,500
|
|
Exercisable immediately
|
|
155,000
|
|
Per quarter, over one year
|
|
250,000
|
|
Per quarter, over three years
|
|
225,000
|
|
One year anniversary
|
|
300,000
|
|
1/12 per month beginning first month anniversary
|
|
100,000
|
|
50% one year anniversary, 50% two year anniversary
|
|
32,500
|
|
Performance contingent
|
|
1,800,000
|
|
|
Dividend yield:
|
-0-
|
%
|
||
Volatility
|
118.56% to 130.30
|
% | ||
Risk free rate:
|
1.19% to 2.37
|
% | ||
Expected life:
|
7 to 10 years
|
|||
Estimated fair value of the Company’s common stock
|
$
|
1.42 to $3.99
|
||
Estimated forfeiture rate
|
0
|
%
|
Risk-free interest rate
|
|
|
1.08% - 2.04
|
%
|
Dividend yield
|
|
|
0
|
%
|
Stock price volatility
|
|
|
109.3% to 122.82
|
%
|
Expected life
|
5 – 10 years
|
|
||
Weighted average grant date fair value
|
|
$
|
1.47
|
|
Restricted shares issued as of January 1, 2015
|
|
|
-
|
|
Granted
|
|
|
175,000
|
|
Total restricted shares issued as of December 31, 2015
|
|
|
175,000
|
|
Granted
|
180,000
|
|||
Vested
|
(220,000
|
)
|
||
Vested restricted shares as of December 31, 2016
|
|
|
-
|
|
Unvested restricted shares as of December 31, 2016
|
|
|
135,000
|
|
Exercise
|
Number
|
Expiration
|
|||||
Price
|
Outstanding
|
Date
|
|||||
$
|
0.001
|
383,320
|
January 2020
|
||||
$
|
1.50
|
4,967,971
|
February 2018 to May 2020
|
||||
$
|
1.84
|
35,076
|
January 2020
|
||||
$
|
1.95
|
1,689,026
|
October 2018 to September 2019
|
||||
$
|
2.00
|
100,000
|
August 2018
|
||||
$
|
2.02
|
30,755
|
January 2020
|
||||
$
|
2.10
|
38,572
|
June 2019
|
||||
$
|
2.50
|
100,000
|
August 2018
|
||||
$
|
2.75
|
228,720
|
August 2019 to September 2019
|
||||
$
|
3.67
|
214,193
|
December 2018 to January 2019
|
||||
$
|
3.75
|
1,340,556
|
April 2019 to March 2020
|
||||
9,128,189
|
|
|
Weighted-Average
|
|||||||||||||||
|
Weighted-Average
|
Remaining
|
Aggregate
|
|||||||||||||
|
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
||||||||||||
Outstanding at January 1, 2015
|
5,113,990
|
$
|
1.71
|
3.6
|
6,041,436
|
|||||||||||
Grants
|
3,728,479
|
$
|
2.62
|
2.3
|
-
|
|||||||||||
Exercised
|
(164,184
|
)
|
$
|
1.58
|
-
|
-
|
||||||||||
Canceled
|
(1,599,600
|
)
|
$
|
2.50
|
-
|
-
|
||||||||||
Outstanding at December 31, 2015
|
7,078,685
|
$
|
2.02
|
3.0
|
$
|
497,933
|
||||||||||
Grants
|
2,049,504
|
1.74
|
2.5
|
-
|
||||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
-
|
|||||||||||||||
Outstanding at December 31, 2016
|
9,128,189
|
$
|
1.96
|
2.1
|
$
|
494,099
|
||||||||||
|
||||||||||||||||
Vested and expected to vest at December 31, 2016
|
9,128,189
|
$
|
1.96
|
2.1
|
$
|
494,099
|
||||||||||
Exercisable at December 31, 2016
|
9,128,189
|
$
|
1.96
|
2.1
|
$
|
494,099
|
|
Warrant
Liability
|
Derivative
|
||||||
Balance, December 31, 2014 (and prior)
|
$
|
-
|
$
|
-
|
||||
Total (gains) losses
|
||||||||
Initial fair value of derivative at March 31, 2015, reclassified from equity
|
-
|
1,242,590
|
||||||
Initial fair value of warrant liability at March 31, 2015, reclassified from equity
|
4,097,444
|
-
|
||||||
Initial fair value of derivative at date of issuance of Series C Preferred Stock
|
-
|
250,540
|
||||||
Initial fair value of warrant liability at the date of issuance
|
334,784
|
-
|
||||||
Transfers out due to conversion of Series C Preferred Stock
|
-
|
(639,467
|
)
|
|||||
Transfers out due to exercise of warrants
|
(265,955
|
)
|
-
|
|||||
Mark to market to December 31, 2015
|
(2,545,074
|
)
|
(568,506
|
)
|
||||
Balance, December 31, 2015
|
1,621,199
|
285,157
|
||||||
Transfers out due to conversion of Series C Preferred Stock
|
-
|
(103,096
|
)
|
|||||
Mark to market to December 31, 2016
|
316,035
|
106,873
|
||||||
Balance, December 31, 2016
|
$
|
1,937,234
|
$
|
288,934
|
||||
Loss on change in warrant and derivative liabilities for the year ended December 31, 2016
|
$
|
(316,035
|
)
|
$
|
(106,873
|
)
|
Year Ending December 31,
|
||||
2017
|
96,024
|
|||
2018
|
13,783
|
|||
|
$
|
109,807
|
|
|
2016
|
|
|
2015
|
|
||
Statutory rate on pre-tax book loss
|
|
|
(34.00
|
)%
|
|
|
(34.00
|
)%
|
Gain on change in fair value of derivatives
|
|
|
1.24
|
%
|
|
|
(11.5
|
)%
|
Stock based compensation
|
|
|
17.6
|
%
|
|
|
28.6
|
%
|
Other
|
|
|
0.09
|
%
|
|
|
2.1
|
%
|
Valuation allowance
|
|
|
15.07
|
%
|
|
|
14.8
|
%
|
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
2016
|
2015
|
||||||
Non-Current deferred tax asset:
|
||||||||
Net operating loss carry-forwards
|
$
|
5,500,000
|
$
|
3,700,000
|
||||
Valuation allowance
|
(5,500,000
|
)
|
(3,700,000
|
)
|
||||
Net non-current deferred tax asset
|
$
|
-
|
$
|
-
|
1.
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
2.
|
provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of management and/or of our Board of Directors; and
|
3.
|
provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements, including controls related to Section 16 (a) of the Securities Exchange Act of 1934. As disclosed in Section 16 (a), the Company’s Executive Chairman and Director failed to file 125 Form 4 filings for approximately 292 transactions in shares of our common stock executed on various dates between January 1, 2016 and February 28, 2017.
|
Name
|
|
Age
|
|
Position with the Company
|
Kenneth L. Londoner
|
|
49
|
|
Executive Chairman and Director
|
Gregory D. Cash
|
|
59
|
|
President and Chief Executive Officer, Director
|
Steve Chaussy
|
|
63
|
|
Chief Financial Officer
|
Donald E. Foley
|
|
65
|
|
Director
|
Roy T. Tanaka
|
|
69
|
|
Director
|
Jerome Zeldis, M.D, Ph.D.
|
|
66
|
|
Director
|
Patrick J. Gallagher
|
|
52
|
|
Director
|
Seth H. Z. Fischer
|
|
60
|
|
Director
|
Jeffrey F. O’Donnell, Sr.
|
|
57
|
|
Director
|
David Weild IV
|
|
60
|
|
Director
|
·
|
Mr. Londoner failed to file 93 Form 4 filings for approximately 292 transactions in shares of our common stock executed on various dates between January 1, 2016 and February 28, 2017.
|
·
|
Mr. Zeldis filed one late report with respect to one transaction.
|
·
|
Mr. Weild filed one late report with respect to one transaction.
|
·
|
Mr. Tanaka filed one late report with respect to one transaction.
|
·
|
Mr. Cash filed two late reports, each with respect to one transaction.
|
·
|
Mr. Foley filed one late report with respect to one transaction.
|
·
|
Ms. Mikolaitis filed one late report with respect to one transaction.
|
·
|
Mr. Chaussy filed two late reports, one with respect to one transaction and one with respect to three transactions.
|
Name and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($) (1)
|
Option
Awards ($)
|
Nonequity Incentive Plan Compensation ($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Kenneth L. Londoner, Executive Chairman and Director
|
2016
|
315,000
|
-
|
538,940
|
(1)
|
|
-
|
-
|
-
|
853,940
|
||||||||||||||||||||||||
2015
|
368,052
|
-
|
56,000
|
(2)
|
|
-
|
-
|
-
|
424,052
|
|||||||||||||||||||||||||
Gregory D. Cash, President, Chief Executive Officer and Director
|
2016
|
325,000
|
259,221
|
(3)
|
|
-
|
-
|
-
|
555,413
|
|||||||||||||||||||||||||
2015
|
385,834
|
56,000
|
(2)
|
|
-
|
-
|
-
|
441,834
|
||||||||||||||||||||||||||
Steven Chaussy, Chief Financial Officer
|
2016
|
110,000
|
386,000
|
(4)
|
|
-
|
-
|
-
|
496,000
|
|||||||||||||||||||||||||
2015
|
102,500
|
336,000
|
(5)
|
|
-
|
-
|
-
|
438,500
|
(1)
|
Represents (i) a common stock award of 250,000 shares granted May 4, 2016 and (ii) a common stock award of 41,500 shares granted December 8, 2016.
|
(2)
|
Represents a common stock award of 25,000 shares granted on February 24, 2015.
|
(3)
|
Represents (i) a stock option granted May 18, 2016 for the purchase of 150,000 shares of common stock at $1.84 for ten years, exercisable immediately and (ii) a common stock award of 20,875 shares granted December 8, 2016.
|
(4)
|
Represents a common stock award of 200,000 shares granted May 4, 2016.
|
(5)
|
Represents a restricted stock award of 150,000 shares granted on February 24, 2015.
|
Name
|
Number of Securities underlying Unexercised Options (#) Exercisable
|
Number of Securities underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($/Sh)
|
Option Expiration Date
|
Number of Shares or Units of Stock that have not Vested (#)
|
Market Value of Shares of Units That Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)
|
Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
|
|||||||||||||||||||||
Gregory D
|
632,884
|
632,885
|
$
|
2.21
|
7/24/2024
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Cash
|
150,000
|
-
|
$
|
1.84
|
5/18/2016
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Kenneth
|
250,000
|
-
|
$
|
2.09
|
1/16/2020
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Londoner
|
|||||||||||||||||||||||||||||
Steven
|
30,000
|
-
|
$
|
2.09
|
1/16/2020
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Chaussy
|
30,000
|
-
|
$
|
2.09
|
6/11/2023
|
-
|
$
|
-
|
-
|
$
|
-
|
Name
|
Fees Earned
or Paid in
Cash ($)
|
Equity
Awards ($)
|
Total ($)
|
||||||||||
Donald E. Foley
|
$
|
-
|
$
|
27,556
|
(1)
|
|
$
|
27,556
|
|||||
Roy T. Tanaka
|
$
|
-
|
$
|
28,390
|
(2)
|
|
$
|
28,390
|
|||||
Jerome Zeldis, M.D. Ph.D.
|
$
|
-
|
$
|
56,112
|
(3)
|
|
$
|
56,112
|
|||||
Patrick J Gallagher
|
$
|
-
|
$
|
27,556
|
(1)
|
|
$
|
27,556
|
|||||
Jeffrey F O’Donnell, Sr
|
$
|
-
|
$
|
56,440
|
(4)
|
|
$
|
56,440
|
|||||
David Weild, IV
|
$
|
-
|
$
|
56,112
|
(3)
|
|
$
|
56,112
|
|||||
Total:
|
$
|
-
|
$
|
252,166
|
$
|
252,166
|
(1)
|
Represents (i) a stock option granted December 22, 2016 for the purchase of 25,000 shares of common stock, vesting immediately, at an exercise price of $1.36 per share and termination date of December 22, 2026
|
(2)
|
Represents (i) a common stock award of 20,875 shares granted on December 8, 2016.
|
(3)
|
Represents (i) a stock option granted December 22, 2016 for the purchase of 50,000 shares of common stock, vesting immediately, at an exercise price of $1.36 per share and termination date of December 22, 2026
|
(4)
|
Represents (i) a common stock award of 41,500 shares granted on December 8, 2016.
|
Plan category
|
Number of
securities to
be issued
upon
exercise of
outstanding
options
(a)
|
Weighted-
average
exercise
price of
outstanding
options
(b)
|
Securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
|
8,245,190
|
$
|
2.24
|
3,318,513
|
||||||||
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
Total
|
8,245,190
|
2.24
|
3,318,513
|
|
·
by each person who is known by us to beneficially own more than 5% of our common stock;
|
|
·
by each of our named executive officers and directors; and
|
|
·
by all of our named executive officers and directors as a group.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned (1) |
Percentage of Common Stock Owned (1)(2)
|
|||||||
5% Owners
|
|||||||||
Lora Mikolaitis
|
3,686,224
|
(3)
|
15.14
|
%
|
|||||
|
|||||||||
Officers and Directors
|
|||||||||
Kenneth L. Londoner
|
4,339,220
|
(4)
|
17.59
|
%
|
|||||
|
|||||||||
Gregory D. Cash
|
929,171
|
(5)
|
3.72
|
%
|
|||||
|
|||||||||
Roy T. Tanaka
|
944,802
|
(6)
|
3.78
|
%
|
|||||
|
|||||||||
Seth H. Z. Fischer
|
550,944
|
(7)
|
2.24
|
%
|
|||||
|
|||||||||
Patrick J. Gallagher
|
255,000
|
(8)
|
1.05
|
%
|
|||||
|
|||||||||
Jeffrey F. O’Donnell, Sr.
|
529,800
|
(9)
|
2.17
|
%
|
|||||
|
|||||||||
Steve Chaussy
|
683,762
|
(10)
|
2.83
|
%
|
|||||
|
|||||||||
Jerome B. Zeldis, M.D., Ph.D.
|
654,148
|
(11)
|
2.66
|
%
|
|||||
|
|||||||||
David Weild IV
|
350,000
|
(12)
|
1.43
|
%
|
|||||
|
|||||||||
Donald E. Foley
|
475,000
|
(13)
|
1.95
|
%
|
|||||
|
|||||||||
All directors and executive officers as a group (10 persons)
|
10,098,641
|
40.98
|
%
|
(1)
|
Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of March 30, 2017, except as otherwise noted. Shares issuable pursuant to the exercise of stock options and other securities convertible into common stock exercisable within 60 days are deemed outstanding and held by the holder of such options or other securities for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.
|
|
|
(2)
|
These percentages have been calculated based on 24,091,363 shares of common stock outstanding as of March 30, 2017.
|
|
|
(3)
|
Comprised of (i) 43,750 shares of common stock, (ii) options to purchase 250,000 shares of common stock that are currently exercisable or exercisable within 60 days of March 30, 2017, and (iii) 3,392,474 shares of common stock held by Miko Consulting Group, Inc. Lora Mikolaitis has sole voting and dispositive power over the securities held for the account of Miko Consulting Group, Inc.
|
|
|
(4)
|
Comprised of (i) 424,617 shares of common stock directly held by Mr. Londoner, (ii) 3,334,974 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 329,629 shares of common stock, and (v) options to purchase 250,000 shares of common stock that are currently exercisable.
|
|
|
(5)
|
Comprised of (i) 55,875 shares of common stock and (ii) options to purchase 873,296 shares of common stock that are currently exercisable or exercisable within 60 days of March 30, 2017.
|
|
|
(6)
|
Comprised of (i) 50,875 shares of common stock and (ii) options to purchase 893,927 shares of common stock that are currently exercisable or exercisable within 60 days of March 30, 2017.
|
|
|
(7)
|
Comprised of (i) 25,000 shares of common stock and (ii) options to purchase 525,944 shares of common stock that are currently exercisable or exercisable within 60 days of March 30, 2017.
|
|
|
(8)
|
Comprised of (i) 45,000 shares of common stock, (ii) options to purchase 200,000 shares of common stock that are currently exercisable or exercisable within 60 days of March 30, 2017, and (iii) warrants to purchase 10,000 shares of common stock.
|
|
|
(9)
|
Comprised of (i) 159,000 shares of common stock and (ii) options to purchase 370,800 shares of common stock that are currently exercisable or exercisable within 60 days of March 30, 2017.
|
|
|
(10)
|
Comprised of (i) 623,762 shares of common stock and (ii) options to purchase 60,000 shares of common stock that are currently exercisable.
|
|
|
(11)
|
Comprised of (i) 137,245 shares of common stock, (ii) options to purchase 400,000 shares of common stock that are currently exercisable, (iii) shares of Series C Preferred Stock that are convertible into approximately 48,334 shares of common stock including dividend shares, and (iv) warrants to purchase 68,569 shares of common stock.
|
|
|
(12)
|
Comprised of options to purchase 350,000 shares of common stock that is currently exercisable or exercisable within 60 days of March 30, 2017.
|
|
|
(13)
|
Comprised of (i) 200,000 shares of common stock, (ii) options to purchase 175,000 shares of common stock that are currently exercisable or exercisable within 60 days of March 30, 2017 and (iii) warrants to purchase 100,000 shares of common stock.
|
(1)
|
Financial Statements
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
31.01
|
|
|
|
31.02
|
|
|
|
32.01
|
|
|
|
101 INS
|
XBRL Instance Document
|
|
|
101 SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101 CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
101 LAB
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
101 PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
101 DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
BIOSIG TECHNOLOGIES, INC.
|
|
|
|
|
|
|
Date: April 11, 2017
|
By:
|
/s/ GREGORY D. CASH
|
|
|
|
Gregory D. Cash
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
Date: April 11, 2017
|
By:
|
/s/ STEVEN CHAUSSY
|
|
|
|
Steven Chaussy
|
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
/s/ KENNETH L. LONDONER
|
|
Executive Chairman, Director
|
|
April 11, 2017
|
Kenneth L. Londoner
|
|
|
|
|
|
|
|
|
|
/s/ DONALD E. FOLEY
|
|
Director
|
|
April 11, 2017
|
Donald E. Foley
|
|
|
|
|
|
|
|
|
|
/s/ JEROME ZELDIS
|
|
Director
|
|
April 11, 2017
|
Jerome Zeldis
|
|
|
|
|
|
|
|
|
|
/s/ PATRICK J. GALLAGHER
|
|
Director
|
|
April 11, 2017
|
Patrick J. Gallagher
|
|
|
|
|
|
|
|
|
|
/s/ ROY T. TANAKA
|
|
Director
|
|
April 11, 2017
|
Roy T. Tanaka
|
|
|
|
|
|
|
|
|
|
/s/ SETH H. Z. FISCHER
|
|
Director
|
|
April 11, 2017
|
Seth H. Z. Fischer
|
|
|
|
|
|
|
|
|
|
/s/ JEFFREY F. O’DONNELL, SR.
|
|
Director
|
|
April 11, 2017
|
Jeffrey F. O’Donnell, Sr.
|
|
|
|
|
|
|
|
|
|
/s/ DAVID WEILD IV
|
|
Director
|
|
April 11, 2017
|
David Weild IV
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form S-1 filed on July 22, 2013)
|
|
|
|
3.2
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-1 filed on July 22, 2013)
|
3.3
|
|
Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.3 to the Form S-1 filed on July 22, 2013)
|
3.4
|
|
Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.5 to the Form S-1/A filed on January 21, 2014)
|
3.5
|
|
Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.6 to the Form S-1/A filed on March 28, 2014)
|
3.6
|
|
Certificate of Fifth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 21, 2014)
|
3.7
|
Certificate of Sixth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 25, 2016)
|
|
3.8
|
|
Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.4 to the Form S-1 filed on July 22, 2013)
|
10.1
|
|
BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form S-1 filed on July 22, 2013)
|
10.2
|
|
Form of Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form S-1 filed on July 22, 2013)
|
10.3
|
|
Securities Purchase Agreement, dated September 19, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to the Form S-1 filed on July 22, 2013)
|
10.4
|
|
Securities Purchase Agreement, dated December 27, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.4 to the Form S-1 filed on July 22, 2013)
|
10.5
|
|
Securities Purchase Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.5 to the Form S-1 filed on July 22, 2013)
|
10.6
|
|
Registration Rights Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.6 to the Form S-1 filed on July 22, 2013)
|
10.7
|
|
Form of Warrant used in connection with February 6, 2013 private placement (incorporated by reference to Exhibit 10.7 to the Form S-1 filed on July 22, 2013)
|
10.8
|
|
Amendment Agreement No. 1 to Securities Purchase Agreement and Registration Rights Agreement, dated February 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.8 to the Form S-1 filed on July 22, 2013)
|
10.9
|
|
Amendment Agreement No. 2 to Securities Purchase Agreement, dated April 12, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.9 to the Form S-1 filed on July 22, 2013)
|
10.10
|
|
Amendment Agreement No. 3 to Securities Purchase Agreement and Registration Rights Agreement, dated June 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.10 to the Form S-1 filed on July 22, 2013)
|
10.11
|
|
Office Lease Agreement, dated August 9, 2011, by and between BioSig Technologies, Inc. and Douglas Emmett 1993, LLC (incorporated by reference to Exhibit 10.11 to the Form S-1 filed on July 22, 2013)
|
10.12
|
|
Employment Agreement, dated March 1, 2013, by and between BioSig Technologies, Inc. and Kenneth Londoner (incorporated by reference to Exhibit 10.12 to the Form S-1 filed on July 22, 2013)
|
10.13
|
|
Indemnity Agreement, dated May 2, 2013 by and between BioSig Technologies, Inc. and Seth H. Z. Fischer (incorporated by reference to Exhibit 10.14 to the Form S-1 filed on July 22, 2013)
|
10.14
|
|
Consulting Agreement, dated August 1, 2012, by and between BioSig Technologies, Inc. and Asher Holzer (incorporated by reference to Exhibit 10.15 to the Form S-1 filed on July 22, 2013)
|
10.15
|
|
Unsecured Promissory Note made by BioSig Technologies, Inc. in favor of Kenneth Londoner, dated November 21, 2012 (incorporated by reference to Exhibit 10.19 to the Form S-1/A filed on September 11, 2013)
|
10.16
|
|
Form of 8% Senior Convertible Promissory Note issued pursuant to Bridge Loan Agreement, dated July 20, 2012 (incorporated by reference to Exhibit 10.20 to the Form S-1/A filed on September 11, 2013)
|
10.17
|
|
Promissory Note made by BioSig Technologies, Inc. in favor of Kenneth Londoner, dated December 6, 2012 (incorporated by reference to Exhibit 10.21 to the Form S-1/A filed on September 11, 2013)
|
10.18
|
|
Amendment Agreement No. 4 to Securities Purchase Agreement, dated October 14, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.23 to the Form S-1/A filed on January 21, 2014)
|
10.19
|
|
Securities Purchase Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.24 to the Form S-1/A filed on January 21, 2014)
|
10.20
|
|
Registration Rights Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.25 to the Form S-1/A filed on January 21, 2014)
|
10.21
|
|
Form of Warrant used in connection with December 31, 2013 private placement (incorporated by reference to Exhibit 10.26 to the Form S-1/A filed on January 21, 2014)
|
10.22
|
|
Amendment No. 1 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Form S-1/A filed on March 28, 2014)
|
10.23
|
|
Amendment Agreement No. 5 to Securities Purchase Agreement, dated March 24, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.28 to the Form S-1/A filed on March 28, 2014)
|
10.24
|
|
Patent Assignment, dated March 17, 2014, by and among Budimir Drakulic, Thomas Foxall, Sina Fakhar and Branislav Vlajinic and BioSig Technologies, Inc. (incorporated by reference to Exhibit 10.29 to the Form S-1/A filed on May 1, 2014)
|
10.25
|
|
Securities Purchase Agreement, dated April 4, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.30 to the Form S-1/A filed on May 1, 2014)
|
10.26
|
|
Registration Rights Agreement, dated April 4, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.31 to the Form S-1/A filed on May 1, 2014)
|
10.27
|
|
Form of Warrant used in connection with April 4, 2014 private placement (incorporated by reference to Exhibit 10.32 to the Form S-1/A filed on May 1, 2014)
|
10.28
|
|
Consulting Agreement, dated December 10, 2010, by and between BioSig Technologies, Inc. and Jonathan Steinhouse (incorporated by reference to Exhibit 10.33 to the Form S-1/A filed on May 22, 2014)
|
10.29
|
|
Executive Employment Agreement, dated July 15, 2014, by and between BioSig Technologies, Inc. and Gregory Cash (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 21, 2014)
|
10.30
|
|
Incentive Stock Option Agreement, dated July 15, 2014, by and between BioSig Technologies, Inc. and Gregory Cash (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 21, 2014)
|
10.31
|
|
Securities Purchase Agreement, dated as of August 15, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 21, 2014)
|
10.32
|
|
Registration Rights Agreement, dated as of August 15, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on August 21, 2014)
|
10.33
|
Form of Warrant used in connection with August 15, 2014 private placement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 21, 2014)
|
|
10.34
|
Letter Agreement and Release, dated as of September 1, 2014, by and between BioSig Technologies, Inc. and Asher Holzer, Ph.D (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 5, 2014)
|
|
10.35
|
Form of Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on September 5, 2014)
|
|
10.36
|
Settlement and Mutual Release Agreement, dated November 3, 2014, by and between BioSig Technologies, Inc. and David Drachman (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 5, 2014)
|
|
10.37
|
Composite of Unit Purchase Agreement, dated December 19, 2014, as amended by Supplement No. 1, dated December 17, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 20, 2015)
|
|
10.38
|
Registration Rights Agreement, dated December 19, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.38 to the Form 10-K filed on February 20, 2015)
|
|
10.39
|
Form of “A” Warrant used in connection with December 19, 2014 private placement (incorporated by reference to Exhibit 10.39 to the Form 10-K filed on February 20, 2015)
|
|
10.40
|
Form of “B” Warrant used in connection with December 19, 2014 private placement (incorporated by reference to Exhibit 10.40 to the Form 10-K filed on February 20, 2015)
|
|
10.41
|
Amendment No. 2 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Form S-8 filed on April 17, 2015)
|
|
10.42
|
Amendment No. 3 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.41 to the Form S-1 filed on May 20, 2015)
|
|
10.43
|
Securities Purchase Agreement, dated as of May 11, 2015, by and between BioSig Technologies, Inc. and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 15, 2015)
|
|
10.44
|
Securities Purchase Agreement, dated as of May 11, 2015, by and between BioSig Technologies, Inc. and Brio Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on May 15, 2015)
|
|
10.45
|
Amendment Agreement No. 6 to Securities Purchase Agreement, dated July 30, 2014, by and between BioSig Technologies, Inc. and certain purchasers (incorporated by reference to Exhibit 10.44 to the Form S-1/A filed on June 10, 2015
|
|
10.46
|
Amendment No. 4 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form 8-K filed on May 29, 2015)
|
|
10.47
|
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 29, 2015)
|
|
10.48
|
Unit Purchase Agreement, dated October 23, 2015, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 29, 2015)
|
|
10.49
|
Form of Warrant used in connection with October 23, 2015 private placement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on Form 8-K on October 29, 2015)
|
|
10.50
|
Registration Rights Agreement, dated October 23, 2015, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.04 to the Form 8-K filed on October 29, 2015)
|
|
10.54
|
Form of Subscription Agreement (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
|
10.55
|
Unit Purchase Agreement, dated October 28, 2016, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
10.56
|
Form of Warrant used in connection with October 28, 2016 private placement (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
|
10.57
|
Registration Rights Agreement, dated October 28, 2016, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
|
10.58
|
Amendment No. 5 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 25, 2016)
|
31.01
|
||
|
|
|
31.02
|
||
|
|
|
32.01
|
||
|
|
|
101 INS
|
XBRL Instance Document
|
|
|
|
|
101 SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101 CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
101 LAB
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
|
|
101 PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
101 DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
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