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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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.78 | 1.65 | 1.90 | 66 | 12:00:00 |
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F-1
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Common stock offered by the selling stockholders:
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Up to 743,346 shares of our common stock to be offered by the selling stockholders upon the conversion of shares of Series C Preferred Stock and up to 3,127,510 shares of our common stock to be offered by the selling stockholders upon the exercise of outstanding common stock purchase warrants and up to 1,119,611 shares of our common stock to be offered by the selling stockholders.
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Common stock outstanding prior to the offering:
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19,159,619
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Common stock outstanding after this offering:
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23,030,475(1)
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Use of proceeds:
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We will not receive any proceeds from the sale of the common stock offered by the selling stockholders. However, we will receive proceeds from the exercise price of the warrants if the warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
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The OTCQB trading symbol:
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“BSGM”
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Risk factors:
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You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 3 of this prospectus before deciding whether or not to invest in shares of our common stock.
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(1)
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The number of shares of common stock outstanding after the offering is based upon 19,159,619 shares outstanding as of May 26, 2016, and assumes the conversion of all shares of Series C Preferred Stock and the exercise of all warrants with respect to those shares being registered for resale pursuant to the registration statement of which this prospectus forms a part.
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7,780,190 shares of common stock issuable upon the exercise of currently outstanding options at a weighted average exercise price of $2.30 per share;
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1,440,933 shares of common stock available for future issuance under the BioSig Technologies, Inc. 2012 Equity Incentive Plan;
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30,000 shares of common stock issuable upon the conversion of 45 outstanding shares of our Series C Preferred Stock at a conversion price of $1.50 per share;
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4,979,639 shares of common stock issuable upon exercise of warrants at a weighted average exercise price of $2.36 per share; and
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235,644 shares of common stock issuable for accrued dividends on our Series C Preferred Stock as of March 31, 2016.
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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 U.S. Food and Drug Administration 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 U.S. Food and Drug Administration 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 U.S. Food and Drug Administration, 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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inability to manufacture our product candidates on a commercial scale on our own, or in collaboration with third parties;
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difficulties in obtaining financing on commercially reasonable terms;
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changes in the size and nature of our competition;
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loss of one or more key executives or scientists; and
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difficulties in securing regulatory approval to market our product candidates.
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Fiscal Year 2016
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High
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Low
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|||||||
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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||||
Fiscal Year 2015
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||||||||
High
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Low
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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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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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Second Quarter
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$
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4.80
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$
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2.00
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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
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Fiscal Year 2014
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||||||||
High
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Low
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|||||||
Fourth Quarter
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$
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3.50
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$
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2.56
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||||
Third Quarter
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$
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-
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$
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-
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Second Quarter
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$
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-
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$
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-
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First Quarter
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$
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-
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$
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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 has been 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; Beaumont Medical Center, Detroit, MI; University Hospitals Case Medical Center, Cleveland, OH; The Heart Rhythm Institute, University of Oklahoma Health Sciences Center, Oklahoma City, OK; 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 the Mayo Clinic as a member of our Scientific Advisory Board and initiated plans for pre-clinical studies at the Mayo Clinic.
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In the first quarter of 2015, we appointed Dr. K. L. Venkatachalam from the 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 the Mayo Clinic in Rochester, Minnesota.
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On June 10, 2015, Dr. Asirvatham performed our second pre-clinical study at the Mayo Clinic in Rochester, Minnesota.
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On November 17, 2015, Dr. Asirvatham performed our third pre-clinical study at the 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 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 the Mayo Clinic beginning June 2016.
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GE’s CardioLab Recording System was developed in the early 1990s by Prucka Engineering and was acquired by GE in 1999.
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Bard’s LabSystem PRO EP Recording System was originally designed in the late 1980s. CR Bard’s electrophysiology business was acquired by Boston Scientific in 2013.
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Siemens developed the Axiom Sensis XP in 2002.
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St. Jude Medical’s EP-WorkMate Recording System was acquired from EP MedSystems in 2008, which had received approval for the product from the U.S. Food and Drug Administration in 2003.
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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 U.S. Food and Drug Administration;
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Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the U.S. Food and Drug Administration;
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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 U.S. Food and Drug Administration 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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Name
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Age
|
Position with the Company
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Kenneth L. Londoner
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48
|
Executive Chairman and Director
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Gregory D. Cash
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59
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President and Chief Executive Officer, Director
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||
Steve Chaussy
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62
|
Chief Financial Officer
|
||
Donald E. Foley
|
64
|
Director
|
||
Roy T. Tanaka
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68
|
Director
|
||
Patrick J. Gallagher
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51
|
Director
|
||
Seth H.Z. Fischer
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60
|
Director
|
||
Jeffrey F. O’Donnell, Sr.
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56
|
Director
|
||
Jerome B. Zeldis, M.D., Ph.D.
|
65
|
Director
|
||
David Weild IV
|
59
|
Director
|
Name and principal position
|
Year
|
Salary
($)
|
Stock Awards
($)
|
Total
($)
|
|||||||||||
|
|
||||||||||||||
Kenneth L. Londoner, Executive Chairman and Director
|
2015
|
368,052
|
56,000
|
(1) |
424,052
|
||||||||||
2014 |
206,913
|
1,000,000
|
(2) |
1,206,913
|
|||||||||||
Gregory D. Cash, President, Chief Executive Officer and Director
|
2015
|
385,834
|
56,000
|
(1) |
441,834
|
||||||||||
2014 |
103,126
|
2,383,443
|
(3) |
2,486,569
|
|||||||||||
Steven Chaussy, Chief Financial Officer
|
2015
|
102,500
|
336,000
|
(4) |
438,500
|
||||||||||
2014 |
49,500
|
500,000
|
(5) |
549,500
|
Name
|
Number of Securities underlying Unexercised Options (#) Exercisable
|
Number of Securities underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($/Sh)
|
Option Expiration Date
|
|||||||||
|
|
||||||||||||
Gregory D. Cash
|
452,060
|
813,707
|
$
|
2.21
|
7/15/2024
|
||||||||
|
|||||||||||||
Kenneth Londoner
|
250,000
|
—
|
$
|
2.09
|
1/16/2020
|
||||||||
Steven Chaussy
|
30,000
|
—
|
$
|
2.09
|
1/16/2020
|
||||||||
|
30,000
|
—
|
$
|
2.00
|
6/11/2023
|
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
|
|
7,780,190
|
|
2.30
|
|
1,465,933
|
||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|||||||||
Total
|
7,780,190
|
2.30
|
1,465,933
|
Name
|
Fees Earned
or Paid in
Cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Total ($)
|
||||||||||||
Donald E. Foley
|
$
|
-
|
$ | - |
$
|
368,323
|
(1) |
$
|
368,323
|
|||||||
Roy T. Tanaka
|
$
|
-
|
$
|
55,975
|
(2) |
$
|
113,327
|
(3) |
$
|
169,302
|
||||||
Jerome Zeldis, M.D. Ph.D.
|
$
|
-
|
$ | - |
$
|
1,244,241
|
(4) |
$
|
1,244,241
|
|||||||
Patrick J Gallagher
|
$
|
-
|
$
|
55,975
|
(2) |
$
|
56,676
|
(5) |
$
|
112,651
|
||||||
Seth H. Z. Fischer
|
$
|
-
|
$
|
55,975
|
(2) |
$
|
56,676
|
(5) |
$
|
112,651
|
||||||
Jeffrey F O’Donnell, Sr
|
$
|
-
|
$
|
55,975
|
(2) |
$
|
483,051
|
(6) |
$
|
539,026
|
||||||
David Weild, IV
|
$
|
-
|
$ | - |
$
|
779,680
|
(7) |
$
|
779,680
|
|||||||
Asher Holzer
|
$
|
-
|
$
|
55,975
|
(2) |
$
|
203,215
|
(8) |
$
|
259,190
|
||||||
Jonathan Steinhouse
|
$
|
-
|
$
|
55,975
|
(2) | $ | - |
$
|
55,975
|
|||||||
Total:
|
$
|
-
|
$
|
335,850
|
$
|
3,305,189
|
$
|
3,641,039
|
(1)
|
Represents (i) a stock option granted October 20, 2015 for the purchase of 250,000 shares of common stock, vesting quarterly over three years, at an exercise price of $1.56 per share and termination date of October 20, 2025, and (ii) a stock option granted October 20, 2015 for the purchase of 25,000 shares of common stock, vesting monthly over one year, at an exercise price of $1.56 per share and termination date of October 20, 2025.
|
(2)
|
Represents a common stock grant of 25,000 granted on February 24, 2015 at $2.24 per share.
|
(3)
|
Represents stock options granted on June 22, 2015 for the purchase of an aggregate of 50,000 shares of common stock, vesting monthly over one year, at an exercise price of $2.53 per share and termination date of June 22, 2025.
|
(4)
|
Represents (i) a stock option granted on June 22, 2015 for the purchase of 50,000 shares of common stock, vesting monthly over one year, at an exercise price of $2.53 per share and termination date of June 22, 2025, and (ii) a stock option granted on April 9, 2015 for the purchase of 300,000 shares of common stock, exercisable immediately, at an exercise price of $3.99 per share and termination date of April 9, 2025.
|
(5)
|
Represents a stock option granted on June 22, 2015 for the purchase of 25,000 shares of common stock, vesting monthly over one year, at an exercise price of $2.53 per share and termination date of June 22, 2025.
|
(6)
|
Represents (i) a stock option granted on February 2, 2015 for the purchase of 200,000 shares of common stock, vesting 50% on the first anniversary of the grant date and the remaining 50% on the second anniversary of the grant date, at an exercise price of $2.50 per share and termination date of February 2, 2022, and (ii) stock options granted on June 22, 2015 for the purchase of an aggregate of 75,000 shares of common stock, vesting monthly over one year, at an exercise price of $2.53 per share and termination date of June 22, 2025.
|
(7)
|
Represents (i) a stock option granted on May 22, 2015 for the purchase of 250,000 shares of common stock, vesting 50% immediately and the remaining 50% on the first anniversary of the grant date, at an exercise price of $2.75 per share and termination date of May 22, 2025, and (ii) a stock option granted on May 22, 2015 for the purchase of 50,000 shares of common stock, vesting monthly over one year, at an exercise price of $2.75 per share and termination date of May 22, 2025.
|
(8)
|
Represents (i) a stock option granted on June 22, 2015 for the purchase of 25,000 shares of common stock, vesting monthly over one year, at an exercise price of $2.53 per share and termination date of June 22, 2025, and (ii) a stock option granted October 19, 2015 for the purchase of 100,000 shares of common stock, fifty percent (50%) of the stock options vesting on the one-year anniversary of the Date of Grant and the remaining fifty percent (50%) vesting on the two-year anniversary, at an exercise price of $1.56 per share and termination date of October 19, 2025.
|
|
●
|
by each person who is known by us to beneficially own more than 5.0% 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
|
|
|
3,611,224
|
(3)
|
|
|
18.68
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Alpha Capital Anstalt (4)
|
|
2,495,905
|
(5)
|
|
|
12.37
|
%
|
||
|
|
|
|
|
|
|
|
||
Officers and Directors
|
|
|
|
|
|
|
|
|
|
Kenneth L. Londoner
|
|
|
4,434,514
|
(6)
|
|
|
22.47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Gregory D. Cash
|
|
|
622,678
|
(7)
|
|
|
3.15
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Roy T. Tanaka
|
|
|
855,683
|
(8)
|
|
|
4.28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Seth H. Z. Fischer
|
|
|
550,944
|
(9)
|
|
|
2.80
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Patrick J. Gallagher
|
|
|
211,250
|
(10)
|
|
|
1.09
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey F. O’Donnell, Sr.
|
|
|
388,300
|
(11)
|
|
|
2.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Steve Chaussy
|
|
|
483,762
|
(12)
|
|
|
2.52
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Jerome B. Zeldis, M.D., Ph.D.
|
|
|
600,050
|
(13)
|
|
|
3.06
|
%
|
|
|
|
|
|
|
|
|
|
|
|
David Weild IV
|
|
|
300,000
|
(14)
|
|
|
1.54
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Donald E. Foley
|
|
|
387,500
|
(15)
|
|
|
1.83
|
%
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (10 persons)
|
|
|
8,834,681
|
|
|
|
44.91
|
%
|
(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 May 26, 2016, 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 19,159,619 shares of common stock outstanding as of May 26, 2016.
|
(3)
|
Comprised of (i) 43,750 shares of common stock, (ii) options to purchase 175,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016, 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)
|
The address for Alpha Capital Anstalt is Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein. Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this stockholder.
|
(5)
|
Comprised of (i) 634,034 shares of common stock, (ii) 838,026 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 893,761 shares of common stock issuable upon the exercise of warrants purchased in three
private placement transactions and (iv) 130,084 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
With respect to the warrants, there exist contractual provisions limiting exercise to the extent such exercise would cause Alpha Capital Anstalt, together with its affiliates or members of a “group,” to beneficially own a number of shares of common stock which would exceed from 4.99% to 9.99% of our then outstanding shares of common stock following such exercise. The shares and percentage ownership of our outstanding shares indicated in the table do not give effect to these limitations.
|
(6)
|
Comprised of (i) 519,911 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.
|
(7)
|
Comprised of (i) 35,000 shares of common stock, and (ii) options to purchase 587,678 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
|
(8)
|
Comprised of (i) 30,000 shares of common stock, and (ii) options to purchase 825,683 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
|
(9)
|
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 May 26, 2016.
|
(10)
|
Comprised of (i) 45,000 shares of common stock, (ii) options to purchase 156,250 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016, and (iii) warrants to purchase 10,000 shares of common stock.
|
(11)
|
Comprised of (i) 117,500 shares of common stock, and (ii) options to purchase 270,800 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
|
(12)
|
Comprised of (i) 423,762 shares of common stock, and (ii) options to purchase 60,000 shares of common stock that are currently exercisable.
|
(13)
|
Comprised of (i) 137,245 shares of common stock, (ii) options to purchase 350,000 shares of common stock that are currently exercisable, (iii) shares of Series C Preferred Stock that are convertible into approximately 44,236 shares of common stock including dividend shares, and (iv) warrants to purchase 68,569 shares of common stock.
|
(14)
|
Comprised of options to purchase 300,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
|
(15)
|
Comprised of (i) 200,000 shares of common stock, (ii) options to purchase 87,500 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016 and (iii) warrants to purchase 100,000 shares of common stock.
|
Ownership Before Offering |
Ownership After Offering
|
||||||||||||||||||
Selling Stockholder
|
Number of shares of common stock beneficially owned (1)
|
Number of shares offered
|
Number of shares
of common stock
beneficially owned (1)
|
Percentage of common stock beneficially owned (1) (2)
|
|||||||||||||||
Michael N. Emmerman
|
|
530,922
|
(3)
|
|
345,686
|
(4)
|
|
185,236
|
(5)
|
|
*
|
||||||||
Lau Family Fund LP (6)
|
105,693
|
(7)
|
86,284
|
(8)
|
19,409
|
(9)
|
*
|
||||||||||||
Jonathan Steinhouse
|
436,765
|
(10)
|
43,068
|
(11)
|
393,697
|
(12)
|
2.04
|
%
|
|||||||||||
Kenneth L. Londoner (13)
|
4,434,514
|
(14)
|
344,049
|
(15)
|
4,090,465
|
(16)
|
20.94
|
%
|
|||||||||||
R. Ian Chaplin
|
78,039
|
(17)
|
43,000
|
(18)
|
35,039
|
(19)
|
*
|
||||||||||||
Kenneth Epstein
|
213,888
|
(20)
|
171,270
|
(21)
|
42,618
|
(22)
|
*
|
||||||||||||
Jerome B. Zeldis (23)
|
600,050
|
(24)
|
85,371
|
(25)
|
514,679
|
(26)
|
*
|
||||||||||||
Brio Capital Master Fund Ltd. (27)
|
368,162
|
(28)
|
213,419
|
(29)
|
154,743
|
(30)
|
*
|
||||||||||||
Alpha Capital Anstalt (31)
|
2,495,905
|
(32)
|
1,067,085
|
(33)
|
1,428,820
|
(34)
|
6.03
|
%
|
|||||||||||
Sterne Agee & Leach Inc C/F Maree Casatelli SEP IRA
|
53,307
|
(35)
|
42,685
|
(36)
|
10,622
|
(37)
|
*
|
||||||||||||
Ron D Craig
|
223,192
|
(38)
|
157,331
|
(39)
|
65,861
|
(40)
|
*
|
||||||||||||
Michael & Susan Engdall JTWROS
|
87,262
|
(41)
|
57,678
|
(42)
|
29,584
|
(43)
|
*
|
||||||||||||
David W Frost
|
508,262
|
(44)
|
256,101
|
(45)
|
252,161
|
(46)
|
1.16
|
%
|
|||||||||||
Phillip Todd Herndon
|
132,599
|
(47)
|
85,369
|
(48)
|
47,230
|
(49)
|
*
|
||||||||||||
Rex A Jones
|
275,899
|
(50)
|
170,735
|
(51)
|
105,164
|
(52)
|
*
|
||||||||||||
Nabil M Yazgi
|
163,462
|
(53)
|
34,148
|
(54)
|
129,314
|
(55)
|
*
|
||||||||||||
Portofino Ventures LP (56)
|
41,911
|
(57)
|
34,147
|
(58)
|
7,764
|
(59)
|
*
|
||||||||||||
Thomas G Hoffman
|
60,736
|
(60)
|
42,685
|
(61)
|
18,051
|
(62)
|
*
|
||||||||||||
James W Lees
|
102,709
|
(63)
|
50,183
|
(64)
|
52,526
|
(65)
|
*
|
||||||||||||
Martin F Sauer
|
84,570
|
(66)
|
42,685
|
(67)
|
41,885
|
(68)
|
*
|
||||||||||||
Ray Weber
|
93,476
|
(69)
|
74,750
|
(70)
|
18,726
|
(71)
|
*
|
||||||||||||
Sterne Agee & Leach Inc C/F Raymond E Weber IRA
|
74,521
|
(72)
|
59,757
|
(73)
|
14,764
|
(74)
|
*
|
||||||||||||
Fourfathom Capital, LLC (75)
|
212,916
|
(76)
|
170,735
|
(77)
|
42,181
|
(78)
|
*
|
||||||||||||
Michael B & Sheila J Carroll JTWROS
|
394,323
|
(79)
|
256,101
|
(80)
|
138,222
|
(81)
|
*
|
||||||||||||
Scott D. Gamble
|
211,664
|
(82)
|
170,735
|
(83)
|
40,929
|
(84)
|
*
|
||||||||||||
Brian E. Jones & Peggy A. Jones JTWROS
|
233,653
|
(85)
|
85,369
|
(86)
|
148,284
|
(87)
|
*
|
||||||||||||
David Patterson
|
42,335
|
(88)
|
34,148
|
(89)
|
8,187
|
(90)
|
*
|
||||||||||||
Herschel E. Johnson (91)
|
41,625
|
(92)
|
29,026
|
(93)
|
12,599
|
(94)
|
*
|
||||||||||||
George & Karin Alexa Elefther JTWROS
|
25,149
|
(95)
|
7,498
|
(96)
|
17,651
|
(97)
|
*
|
||||||||||||
L. Dean Fox
|
55,149
|
(98)
|
7,498
|
(99)
|
47,651
|
(100)
|
*
|
||||||||||||
Sterne Agee & Leach Inc C/F John L Sommer IRA
|
74,597
|
(101)
|
14,993
|
(102)
|
59,604
|
(103)
|
*
|
||||||||||||
Sterne Agee & Leach Inc C/F David W Frost IRA
|
49,548
|
(104)
|
8,996
|
(105)
|
40,552
|
(106)
|
*
|
||||||||||||
Allan D Carlson
|
18,955
|
(107)
|
14,993
|
(108)
|
3,962
|
(109)
|
*
|
||||||||||||
Ian H Murray
|
38,155
|
(11)
|
14,993
|
(111)
|
23,162
|
(112)
|
*
|
||||||||||||
Sterne Agee & Leach Inc C/F Randy Payne IRA
|
82,865
|
(113)
|
14,993
|
(114)
|
67,872
|
(115)
|
*
|
||||||||||||
Dr. Richard & Anita Matter JTWROS
|
37,907
|
(116)
|
29,986
|
(117)
|
7,921
|
(118)
|
*
|
||||||||||||
Robert J Gray
|
76,948
|
(119)
|
37,481
|
(120)
|
39,467
|
(121)
|
*
|
||||||||||||
Randal E Margo
|
47,185
|
(122)
|
37,481
|
(123)
|
9,704
|
(124)
|
*
|
||||||||||||
Eugene E Eubank
|
94,369
|
(125)
|
74,962
|
(126)
|
19,407
|
(127)
|
*
|
||||||||||||
Robert W Baird & Co Inc TTEE FBO Brian Mark Miller ROTH IRA
|
189,522
|
(128)
|
149,921
|
(129)
|
39,601
|
(130)
|
*
|
||||||||||||
Sterne Agee & Leach Inc C/F Dr Gary W Chmielewski IRA
|
18,955
|
(131)
|
14,993
|
(132)
|
3,962
|
(133)
|
*
|
||||||||||||
Laidlaw & Co (UK) Ltd. (134)
|
1,109,193
|
(135)
|
308,079
|
(135)
|
801,114
|
(135)
|
4.01
|
%
|
(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
May 26, 2016
, 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 19,159,619 shares of common stock outstanding as of
May 26, 2016
.
|
|
|
(3)
|
Comprised of (i) 100,000 shares of common stock, (ii) 4,216 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (iii) 176,942 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iv) 166,508 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (v) 83,256 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(4)
|
Comprised of (i) 4,216 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (ii) 133,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 208,136 shares of common stock issuable upon the exercise of warrants.
|
(5)
|
Comprised of (i) 100,000 shares of common stock, (ii) 43,608 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 41,628 shares of common stock issuable upon the exercise of warrants.
|
|
|
(6)
|
S7 Capital, the general partner of Lau Family Fund LP, has voting and dispositive power over the securities held for the account of this selling stockholder. S7 Capital is controlled by Steven Lau, its manager, and accordingly, Mr. Lau may be deemed to have sole voting and dispositive power over the securities owned by Lau Family Fund LP.
|
|
|
(7)
|
Comprised of (i) 913 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (ii) 42,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 41,628 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 20,818 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
|
|
(8)
|
Comprised of (i) 913 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (ii) 33,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 52,037 shares of common stock issuable upon the exercise of warrants.
|
|
|
(9)
|
Comprised of (i) 9,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 10,409 shares of common stock issuable upon the exercise of warrants.
|
|
|
(10)
|
Comprised of (i) 202,870 shares of common stock, (ii) 383 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (iii) 21,167 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iv) 26,937 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions, (v) 10,408 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement and (vi) options to purchase 175,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016. Mr. Steinhouse may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F Jonathan Steinhouse R/O IRA.
|
|
|
(11)
|
Comprised of (i) 383 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (ii) 16,667 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 26,018 shares of common stock issuable upon the exercise of warrants.
|
(12)
|
Comprised of (i) 202,870 shares of common stock, (ii) 4,500 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 11,327 shares of common stock issuable upon the exercise of warrants and (iv) options to purchase 175,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
|
|
|
(13)
|
Kenneth L Londoner is our executive chairman.
|
(14)
|
Comprised of (i) 347,998 shares of common stock directly held by Mr. Londoner and 2,579 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (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) 169,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iv) 246,373 shares of common stock issuable upon the exercise of warrants purchased in three private placement transactions, (v) 83,256 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement and (vi) options to purchase 250,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
|
|
|
(15)
|
Comprised of (i) 2,579 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (ii) 133,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 208,136 shares of common stock issuable upon the exercise of warrants.
|
|
|
(16)
|
Comprised of (i) 347,998 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) 36,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iv) 121,493 shares of common stock issuable upon the exercise of warrants and (v) options to purchase 250,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
|
|
|
(17)
|
Comprised of (i) 25,000 shares of common stock, (ii) 315 shares of common stock issued in lieu of cash payments on the interest accrued on the bridge notes, (iii) 21,502 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iv) 20,814 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (v) 10,408 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(18)
|
Comprised of (i) 315 shares of common stock issued in lieu of cash payments on the interest accrued on the bridge notes, (ii) 16,667 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 26,018 shares of common stock issuable upon the exercise of warrants.
|
|
|
(19)
|
Comprised of (i) 25,000 shares of common stock, (ii) 4,835 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 5,204 shares of common stock issuable upon the exercise of warrants.
|
|
|
(20)
|
Comprised of (i) 535 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (ii) 88,471 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 83,254 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 41,628 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
|
|
(21)
|
Comprised of (i) 535 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, (ii) 66,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 104,068 shares of common stock issuable upon the exercise of warrants.
|
|
|
(22)
|
Comprised of (i) 21,804 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
|
(23)
|
Jerome B. Zeldis is a member of our board of directors.
|
(24)
|
Comprised of (i) 137,245 shares of common stock, (ii) 44,236 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 47,751 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions, (iv) 20,818 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement and (v) options to purchase 350,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
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(25)
|
Comprised of (i) 33,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 52,037 shares of common stock issuable upon the exercise of warrants.
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(26)
|
Comprised of (i) 137,245 shares of common stock, (ii) 10,902 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 16,532 shares of common stock issuable upon the exercise of warrants and (iv) options to purchase 350,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 26, 2016.
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(27)
|
Shaye Hirsch, director of Brio Capital Master Fund Ltd., has sole voting and dispositive power over the securities held for the account of this selling stockholder.
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(28)
|
Comprised of (i) 15,519 shares of common stock, (ii) 127,342 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 32,775 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iv) 166,508 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (v) 26,018 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(29)
|
Comprised of (i) 83,333 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, and (ii) 130,086 shares of common stock issuable upon the exercise of warrants.
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(30)
|
Comprised of (i) 15,519 shares of common stock, (ii) 44,009 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 32,775 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iv) 62,440 shares of common stock issuable upon the exercise of warrants.
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(31)
|
Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this selling stockholder.
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(32)
|
Comprised of (i) 634,034 shares of common stock, (ii) 838,026 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 893,761 shares of common stock issuable upon the exercise of warrants purchased in three
private placement transactions and (iv) 130,084 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(33)
|
Comprised of (i) 416,666 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (ii) 650,419 shares of common stock issuable upon the exercise of warrants.
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(34)
|
Comprised of (i) 634,034 shares of common stock, (ii) 421,360 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 373,426 shares of common stock issuable upon the exercise of warrants.
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(35)
|
Comprised of (i) 22,085 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 20,814 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 10,408 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(36)
|
Comprised of (i) 16,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 26,018 shares of common stock issuable upon the exercise of warrants.
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(37)
|
Comprised of (i) 5,418 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 5,204 shares of common stock issuable upon the exercise of warrants.
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(38)
|
Comprised of (i) 27,821 shares of common stock, (ii) 82,973 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 81,589 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 30,809 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(39)
|
Comprised of (i) 65,333 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 91,998 shares of common stock issuable upon the exercise of warrants.
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(40)
|
Comprised of (i) 27,821 shares of common stock (ii) 17,640 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 20,400 shares of common stock issuable upon the exercise of warrants.
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(41)
|
Comprised of (i) 10,000 shares of common stock (ii) 30,631 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 34,140 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 12,491 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(42)
|
Comprised of (i) 23,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 34,344 shares of common stock issuable upon the exercise of warrants.
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(43)
|
Comprised of (i) 10,000 shares of common stock (ii) 7,297 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 12,287 shares of common stock issuable upon the exercise of warrants.
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(44)
|
Comprised of (i) 127,600 shares of common stock, (ii) 129,540 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 188,680 shares of common stock issuable upon the exercise of warrants purchased in three private placement transactions and (iv) 62,442 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement. David W. Frost may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F David W Frost IRA.
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(45)
|
Comprised of (i) 100,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 156,101 shares of common stock issuable upon the exercise of warrants.
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(46)
|
Comprised of (i) 127,600 shares of common stock, (ii) 29,540 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 95,021 shares of common stock issuable upon the exercise of warrants.
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(47)
|
Comprised of (i) 27,821 shares of common stock, (ii) 42,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 41,626 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 20,818 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(48)
|
Comprised of (i) 33,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 52,035 shares of common stock issuable upon the exercise of warrants.
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(49)
|
Comprised of (i) 27,821 shares of common stock, (ii) 9,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 10,409 shares of common stock issuable upon the exercise of warrants.
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(50)
|
Comprised of (i) 62,679 shares of common stock, (ii) 88,338 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 83,254 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 41,628 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(51)
|
Comprised of (i) 66,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 104,068 shares of common stock issuable upon the exercise of warrants.
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(52)
|
Comprised of (i) 62,679 shares of common stock, (ii) 21,671 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 20,814 shares of common stock issuable upon the exercise of warrants.
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(53)
|
Comprised of (i) 120,816 shares of common stock, (ii) 17,668 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 16,650 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 8,328 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(54)
|
Comprised of (i) 13,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
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(55)
|
Comprised of (i) 120,816 shares of common stock, (ii) 4,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 4,164 shares of common stock issuable upon the exercise of warrants.
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(56)
|
Portofino Management, Inc., the general partner of Portofino Ventures LP, has voting and dispositive power over the securities held for the account of this selling stockholder. Portofino Management, Inc. is controlled by Michael Knudsen, its president, and accordingly, Mr. Knudsen may be deemed to have sole voting and dispositive power over the securities owned by Portofino Management, Inc.
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(57)
|
Comprised of (i) 16,933 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (ii) 16,650 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 8,328 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(58)
|
Comprised of (i) 13,333 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
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(59)
|
Comprised of (i) 3,600 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 4,164 shares of common stock issuable upon the exercise of warrants.
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(60)
|
Comprised of (i) 8,347 shares of common stock, (ii) 21,167 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 20,814 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 10,408 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement..
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(61)
|
Comprised of (i) 16,667 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 26,018 shares of common stock issuable upon the exercise of warrants.
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(62)
|
Comprised of (i) 8,347 shares of common stock, (ii) 4,500 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 5,204 shares of common stock issuable upon the exercise of warrants.
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(63)
|
Comprised of (i) 26,666 shares of common stock, (ii) 26,282 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 38,311 shares of common stock issuable upon the exercise of warrants purchased in three private placement transactions and (iv) 11,450 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(64)
|
Comprised of (i) 20,001 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 30,182 shares of common stock issuable upon the exercise of warrants.
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(65)
|
Comprised of (i) 26,666 shares of common stock, (ii) 6,281 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 19,579 shares of common stock issuable upon the exercise of warrants.
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(66)
|
Comprised of (i) 31,339 shares of common stock, (ii) 22,009 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 20,814 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 10,408 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(67)
|
Comprised of (i) 16,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 26,018 shares of common stock issuable upon the exercise of warrants.
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(68)
|
Comprised of (i) 31,339 shares of common stock, (ii) 5,342 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 5,204 shares of common stock issuable upon the exercise of warrants.
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(69)
|
Comprised of (i) 39,359 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 37,464 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 16,653 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
Ray Weber may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F Raymond E Weber IRA.
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(70)
|
Comprised of (i) 30,001 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 44,749 shares of common stock issuable upon the exercise of warrants.
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(71)
|
Comprised of (i) 9,358 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 9,368 shares of common stock issuable upon the exercise of warrants.
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(72)
|
Comprised of (i) 30,813 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 29,138 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 14,570 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(73)
|
Comprised of (i) 23,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 36,423 shares of common stock issuable upon the exercise of warrants.
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(74)
|
Comprised of (i) 7,479 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 7,285 shares of common stock issuable upon the exercise of warrants.
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(75)
|
Brian Miller, manager of Fourfathom Capital, LLC, has sole voting and dispositive power over the securities held for the account of this selling stockholder.
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(76)
|
Comprised of (i) 88,034 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 83,254 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 41,628 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(77)
|
Comprised of (i) 66,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 104,068 shares of common stock issuable upon the exercise of warrants.
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(78)
|
Comprised of (i) 21,367 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
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(79)
|
Comprised of (i) 53,334 shares of common stock, (ii) 127,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 151,547 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 62,442 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(80)
|
Comprised of (i) 100,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 156,101 shares of common stock issuable upon the exercise of warrants.
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(81)
|
Comprised of (i) 53,334 shares of common stock, (ii) 27,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 57,888 shares of common stock issuable upon the exercise of warrants.
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(82)
|
Comprised of (i) 86,782 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 83,254 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 41,628 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(83)
|
Comprised of (i) 66,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 104,068 shares of common stock issuable upon the exercise of warrants.
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(84)
|
Comprised of (i) 20,115 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
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(85)
|
Comprised of (i) 94,488 shares of common stock, (ii) 43,387 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 74,960 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 20,818 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(86)
|
Comprised of (i) 33,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 52,035 shares of common stock issuable upon the exercise of warrants.
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(87)
|
Comprised of (i) 94,488 shares of common stock, (ii) 10,053 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 43,743 shares of common stock issuable upon the exercise of warrants.
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(88)
|
Comprised of (i) 17,357 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 16,650 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 8,328 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(89)
|
Comprised of (i) 13,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
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(90)
|
Comprised of (i) 4,023 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 4,164 shares of common stock issuable upon the exercise of warrants.
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(91)
|
Herschel E. Johnson is deceased. Johnson’s converted Series C shares are now in the name of Raymond James & Associates, Inc. Johnson’s warrants are now in the name of Janice C. Johnson & Garrett E. Johnson EXEC E/O Herschel E. Johnson.
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(92)
|
Comprised of (i) 4,000 shares of common stock, (ii) 14,394 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 16,153 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 7,078 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(93)
|
Comprised of (i) 11,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 17,692 shares of common stock issuable upon the exercise of warrants.
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(94)
|
Comprised of (i) 4,000 shares of common stock, (ii) 3,060 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 5,539 shares of common stock issuable upon the exercise of warrants.
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(95)
|
Comprised of (i) 15,670 shares of common stock, (ii) 4,273 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 4,164 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 1,042 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(96)
|
Comprised of (i) 3,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 4,164 shares of common stock issuable upon the exercise of warrants.
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(97)
|
Comprised of (i) 15,670 shares of common stock, (ii) 939 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 1,042 shares of common stock issuable upon the exercise of warrants.
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(98)
|
Comprised of (i) 35,670 shares of common stock, (ii) 4,273 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 14,164 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 1,042 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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|
(99)
|
Comprised of (i) 3,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 4,164 shares of common stock issuable upon the exercise of warrants.
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|
(100)
|
Comprised of (i) 35,670 shares of common stock, (ii) 939 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 11,042 shares of common stock issuable upon the exercise of warrants.
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(101)
|
Comprised of (i) 55,642 shares of common stock, (ii) 8,546 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 8,326 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iv) 2,083 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(102)
|
Comprised of (i) 6,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 8,326 shares of common stock issuable upon the exercise of warrants.
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|
(103)
|
Comprised of (i) 55,642 shares of common stock, (ii) 1,879 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 2,083 shares of common stock issuable upon the exercise of warrants.
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(104)
|
Comprised of (i) 25,600 shares of common stock, (ii) 4,903 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 17,796 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 1,249 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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|
(105)
|
Comprised of (i) 4,000 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 4,996 shares of common stock issuable upon the exercise of warrants.
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|
(106)
|
Comprised of (i) 25,600 shares of common stock, (ii) 903 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 14,049 shares of common stock issuable upon the exercise of warrants.
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|
(107)
|
Comprised of (i) 8,546 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 8,326 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 2,083 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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|
|
(108)
|
Comprised of (i) 6,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 8,326 shares of common stock issuable upon the exercise of warrants.
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|
|
(109)
|
Comprised of (i) 1,879 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 2,083 shares of common stock issuable upon the exercise of warrants.
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(110)
|
Comprised of (i) 12,800 shares of common stock, (ii) 8,546 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 14,726 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 2,083 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
|
|
(111)
|
Comprised of (i) 6,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 8,326 shares of common stock issuable upon the exercise of warrants.
|
(112)
|
Comprised of (i) 12,800 shares of common stock, (ii) 1,879 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 8,483 shares of common stock issuable upon the exercise of warrants.
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|
|
(113)
|
Comprised of (i) 47,243 shares of common stock , (ii) 8,546 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 24,993 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 2,083 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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|
|
(114)
|
Comprised of (i) 6,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 8,326 shares of common stock issuable upon the exercise of warrants.
|
|
|
(115)
|
Comprised of (i) 47,243 shares of common stock, (ii) 1,879 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (iii) 18,750 shares of common stock issuable upon the exercise of warrants
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|
(116)
|
Comprised of (i) 17,091 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 16,652 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 4,164 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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|
|
(117)
|
Comprised of (i) 13,334 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 16,652 shares of common stock issuable upon the exercise of warrants.
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|
|
(118)
|
Comprised of (i) 3,757 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 4,164 shares of common stock issuable upon the exercise of warrants.
|
|
|
(119)
|
Comprised of (i) 25,670 shares of common stock, (ii) 20,260 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (iii) 25,814 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and (iv) 5,204 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
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(120)
|
Comprised of (i) 16,667 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
|
|
|
(121)
|
Comprised of (i) 25,670 shares of common stock, (ii) 3,593 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (iii) 10,204 shares of common stock issuable upon the exercise of warrants.
|
|
|
(122)
|
Comprised of (i) 21,167 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (ii) 20,814 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 5,204 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
|
|
(123)
|
Comprised of (i) 16,667 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
|
(124)
|
Comprised of (i) 4,500 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 5,204 shares of common stock issuable upon the exercise of warrants.
|
|
|
(125)
|
Comprised of (i) 42,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock, (ii) 41,628 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 10,407 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
|
|
(126)
|
Comprised of (i) 33,334 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 41,628 shares of common stock issuable upon the exercise of warrants.
|
|
|
(127)
|
Comprised of (i) 9,000 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and (ii) 10,407 shares of common stock issuable upon the exercise of warrants.
|
|
|
(128)
|
Comprised of (i) 85,454 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 83,254 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 20,814 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
|
|
(129)
|
Comprised of (i) 66,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 83,254 shares of common stock issuable upon the exercise of warrants.
|
|
|
(130)
|
Comprised of (i) 18,787 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
|
|
|
(131)
|
Comprised of (i) 8,546 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (ii) 8,326 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and (iii) 2,083 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
|
|
(132)
|
Comprised of (i) 6,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 8,326 shares of common stock issuable upon the exercise of warrants.
|
|
|
(133)
|
Comprised of (i) 1,879 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and (ii) 2,083 shares of common stock issuable upon the exercise of warrants.
|
(134)
|
Laidlaw & Co (UK) Ltd. is a registered broker-dealer. Matthew Eitner is the chief executive officer of Laidlaw & Co (UK) Ltd. and, in such capacity, he may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
|
(135)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
|
(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,
|
|
●
|
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.
|
|
●
|
prior to such time the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
|
●
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or
|
|
●
|
at or subsequent to such time, the business combination is approved by the board of directors and authorized by the affirmative vote at a stockholders’ meeting of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
|
●
|
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
|
●
|
provide that special meetings of our stockholders may be called only by our board of directors, chairman, chief executive officer, president or secretary; and
|
|
●
|
provide advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered at a stockholder meeting must comply.
|
|
●
|
by a majority of the disinterested directors, even though less than a quorum;
|
|
●
|
by a committee of such directors designated by a majority vote of such directors, even though less than a quorum;
|
|
●
|
if there are no disinterested directors, or if such directors so direct, by independent legal counsel; or
|
|
●
|
by a majority vote of the stockholders, at a meeting at which a quorum is present.
|
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately negotiated transactions;
|
|
●
|
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
|
●
|
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
●
|
loan or pledge the shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares;
|
|
●
|
through underwriters or dealers;
|
|
●
|
through agents;
|
|
●
|
directly to purchasers, including institutional investors;
|
|
|
●
|
a combination of any such methods of sale; or
|
|
●
|
any other method permitted pursuant to applicable law.
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-7
|
|
F-8
|
|
F-32
|
|
F-33
|
|
F-34
|
|
F-35
|
|
F-36
|
/s/ Liggett & Webb, P.A.
|
|
Liggett & Webb, P.A
.
|
2015
|
2014
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 953,234 | $ | 239,781 | ||||
Prepaid expenses
|
31,308 | 75,537 | ||||||
Total current assets
|
984,542 | 315,318 | ||||||
Property and equipment, net
|
18,408 | 13,020 | ||||||
Other assets:
|
||||||||
Deposits
|
27,612 | 25,000 | ||||||
Total assets
|
$ | 1,030,562 | $ | 353,338 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses, including $12,716 and $40,293 to related parties as of December 31, 2015 and 2014 respectively
|
$ | 223,546 | $ | 554,026 | ||||
Stock based payable
|
- | 226,305 | ||||||
Dividends payable
|
340,291 | 445,069 | ||||||
Warrant liability
|
1,621,199 | - | ||||||
Derivative liability
|
285,157 | - | ||||||
Total current liabilities
|
2,470,193 | 1,225,400 | ||||||
Series C Preferred Stock, 1,471 and 2,711 shares issued and outstanding as of December 31, 2015 and 2014, respectively, liquidation preference of $1,471,000 and $2,711,000 as of December 31, 2015 and 2014, respectively
|
1,471,000 | 2,711,000 | ||||||
Commitments and contingencies
|
||||||||
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 50,000,000 shares, 16,825,703 and 11,179,266 issued and outstanding as of December 31, 2015 and 2014, respectively
|
16,826 | 11,179 | ||||||
Additional paid in capital
|
29,314,399 | 19,186,163 | ||||||
Accumulated deficit
|
(32,241,856 | ) | (22,780,404 | ) | ||||
Total stockholders' deficit
|
(2,910,631 | ) | (3,583,062 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 1,030,562 | $ | 353,338 |
Year ended December 31,
|
||||||||
2015
|
2014
|
|||||||
Operating expenses:
|
||||||||
Research and development
|
$ | 1,238,548 | $ | 547,996 | ||||
General and administrative
|
10,795,007 | 7,304,440 | ||||||
Depreciation
|
10,475 | 15,809 | ||||||
Total operating expenses
|
12,044,030 | 7,868,245 | ||||||
Loss from operations
|
(12,044,030 | ) | (7,868,245 | ) | ||||
Other income (expense):
|
||||||||
Gain on change in fair value of derivatives
|
3,113,580 | - | ||||||
Interest income (expense)
|
(1,298 | ) | (11,025 | ) | ||||
Financing costs
|
(529,704 | ) | (593,770 | ) | ||||
Total other income (expense)
|
2,582,578 | (604,795 | ) | |||||
Loss before income taxes
|
(9,461,452 | ) | (8,473,040 | ) | ||||
Income taxes (benefit)
|
- | - | ||||||
Net loss
|
(9,461,452 | ) | (8,473,040 | ) | ||||
Preferred stock dividend
|
(351,522 | ) | (300,359 | ) | ||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$ | (9,812,974 | ) | $ | (8,773,399 | ) | ||
Net loss per common share, basic and diluted
|
$ | (0.70 | ) | $ | (0.91 | ) | ||
Weighted average number of common shares outstanding, basic and diluted
|
14,103,055 | 9,650,275 |
Additional
|
||||||||||||||||||||||||||||
Preferred stock
|
Common stock
|
Paid in
|
Accumulated | |||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance, December 31, 2013
|
- | $ | - | 8,412,101 | $ | 8,412 | $ | 9,036,038 | $ | (14,007,005 | ) | $ | (4,962,555 | ) | ||||||||||||||
Sale of common stock
|
- | - | 956,179 | 956 | 1,968,454 | - | 1,969,410 | |||||||||||||||||||||
Common stock issued for services
|
- | - | 654,000 | 654 | 1,634,346 | - | 1,635,000 | |||||||||||||||||||||
Common stock issued in settlement of related party debt
|
- | - | 26,000 | 26 | 64,974 | - | 65,000 | |||||||||||||||||||||
Common stock issued upon conversion of Series A Preferred Stock and accrued dividends at $1.84 per share
|
- | - | 577,901 | 578 | 1,062,753 | - | 1,063,331 | |||||||||||||||||||||
Common stock issued upon conversion of Series B Preferred Stock and accrued dividends at $2.02 per share
|
- | - | 493,818 | 494 | 997,032 | - | 997,526 | |||||||||||||||||||||
Common stock issued upon conversion of Series C Preferred Stock and accrued dividends at $1.50 per share
|
- | - | 59,267 | 59 | 88,841 | - | 88,900 | |||||||||||||||||||||
Donated capital
|
- | - | - | - | 87,500 | - | 87,500 | |||||||||||||||||||||
Equity warrants issued to placement agent for sale of common stock
|
- | - | - | - | 52,800 | - | 52,800 | |||||||||||||||||||||
Fair value of vested options
|
- | - | - | - | 4,193,425 | - | 4,193,425 | |||||||||||||||||||||
Preferred stock dividend
|
- | - | - | - | - | (300,359 | ) | (300,359 | ) | |||||||||||||||||||
Net loss
|
- | - | - | - | - | (8,473,040 | ) | (8,473,040 | ) | |||||||||||||||||||
Balance, December 31, 2014
|
- | $ | - | 11,179,266 | $ | 11,179 | $ | 19,186,163 | $ | (22,780,404 | ) | $ | (3,583,062 | ) |
Additional
|
||||||||||||||||||||||||||||
Preferred stock
|
Common stock
|
Paid in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
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 | - | 2,146,302 | |||||||||||||||||||||
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
|
- | - | - | - | 4,626,284 | - | 4,626,284 | |||||||||||||||||||||
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 | ) |
Year ended December 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (9,461,452 | ) | $ | (8,473,040 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Depreciation
|
10,475 | 15,809 | ||||||
Amortization of debt discount
|
585,324 | 593,770 | ||||||
Change in derivative liabilities
|
(3,113,580 | ) | - | |||||
Equity based compensation
|
7,968,036 | 5,743,425 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
44,229 | 8,715 | ||||||
Accounts payable
|
(333,494 | ) | (110,844 | ) | ||||
Stock based payable
|
(226,305 | ) | 226,305 | |||||
Deferred rent payable
|
3,016 | (1,212 | ) | |||||
Net cash used in operating activities
|
(4,523,751 | ) | (1,997,072 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(15,863 | ) | (3,963 | ) | ||||
Payment of long term deposit
|
(2,612 | ) | - | |||||
Net cash used in investing activity
|
(18,475 | ) | (3,963 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of common stock
|
4,759,798 | 1,969,410 | ||||||
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 repayments of related party advances
|
- | (30,781 | ) | |||||
Net cash provided by financing activities
|
5,255,679 | 1,938,629 | ||||||
Net increase (decrease) in cash and cash equivalents
|
713,453 | (62,406 | ) | |||||
Cash and cash equivalents, beginning of the period
|
239,781 | 302,187 | ||||||
Cash and cash equivalents, end of the period
|
$ | 953,234 | $ | 239,781 | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for interest
|
$ | 1,298 | $ | 11,025 | ||||
Cash paid during the period for income taxes
|
$ | - | $ | - | ||||
Non cash investing and financing activities:
|
||||||||
Common stock issued upon conversion of Series A preferred stock and accrued dividends
|
$ | - | $ | 1,063,331 | ||||
Common stock issued upon conversion of Series B preferred stock and accrued dividends
|
$ | - | $ | 997,526 | ||||
Common stock issued upon conversion of Series C Preferred Stock and accrued dividends
|
$ | 2,146,302 | $ | 88,900 | ||||
Common stock issued for future services, related party
|
$ | - | $ | 85,000 | ||||
Common stock issued in settlement of accounts payable, related party
|
$ | - | $ | 65,000 | ||||
Related party donated capital
|
$ | - | $ | 87,500 |
2015
|
2014
|
|||||||
Series C convertible preferred stock
|
980,667 | 1,807,333 | ||||||
Options to purchase common stock
|
7,780,190 | 5,990,190 | ||||||
Warrants to purchase common stock
|
7,078,685 | 5,113,990 | ||||||
Totals
|
15,839,542 | 12,911,513 |
2015
|
2014
|
|||||||
Computer equipment
|
$
|
68,449
|
$
|
54,900
|
||||
Furniture and fixtures
|
10,117
|
7,803
|
||||||
Subtotal
|
78,566
|
62,703
|
||||||
Less accumulated depreciation
|
(60,158
|
)
|
(49,683
|
)
|
||||
Property and equipment, net
|
$
|
18,408
|
$
|
13,020
|
2015
|
2014
|
|||||||
Accrued accounting and legal
|
$
|
112,723
|
$
|
190,767
|
||||
Accrued reimbursements
|
13,613
|
26,792
|
||||||
Accrued consulting
|
15,200
|
16,334
|
||||||
Accrued research and development expenses
|
34,179
|
93,407
|
||||||
Accrued credit card obligations
|
-
|
13,278
|
||||||
Accrued payroll
|
-
|
62,068
|
||||||
Accrued liquidated damages
|
-
|
55,620
|
||||||
Accrued office and other
|
31,482
|
29,093
|
||||||
Deferred rent
|
3,016
|
-
|
||||||
Accrued settlement related to arbitration
|
13,333
|
66,667
|
||||||
$
|
223,546
|
$
|
554,026
|
●
|
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
|
1,544,642
|
6.3
|
910,142
|
||||||||||
2.01-3.00
|
5,935,548
|
6.3
|
4,403,359
|
|||||||||||
3.01-4.00
|
300,000
|
9.3
|
300,000
|
|||||||||||
7,780,190
|
6.4
|
5,613,501
|
Weighted-Average
|
||||||||||||||||
Weighted-Average
|
Remaining
|
Aggregate
|
||||||||||||||
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
|||||||||||||
Outstanding at January 1, 2014
|
2,990,977
|
$
|
2.05
|
6.02
|
$
|
-
|
||||||||||
Grants
|
3,478,498
|
2.39
|
8.10
|
$
|
-
|
|||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Canceled
|
(479,285
|
)
|
$
|
(2.00
|
)
|
-
|
||||||||||
Outstanding at December 31, 2014
|
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
|
$
|
-
|
||||||||||
Exercisable at December 31, 2015
|
5,613,501
|
$
|
2.35
|
5.8
|
$
|
-
|
1,491,983 |
Exercisable immediately
|
||
125,000 |
Per quarter, over one year
|
||
1,126,552 |
Per quarter, over two years
|
||
734,963 |
Performance contingent
|
||
3,478,498 |
Dividend yield:
|
-0-
|
%
|
||
Volatility
|
119.43% to 129.88
|
%
|
||
Risk free rate:
|
0.48% to 2.53
|
%
|
||
Expected life:
|
7 to 10 years
|
|||
Estimated fair value of the Company’s common stock
|
$
|
$2.21 to $2.50
|
||
Estimated forfeiture rate
|
0
|
%
|
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
|
%
|
Restricted shares issued as of January 1, 2015
|
-
|
|||
Granted
|
175,000
|
|||
Total restricted shares issued as of December 31, 2015
|
175,000
|
|||
Vested restricted shares as of December 31, 2015
|
(75,000
|
)
|
||
Unvested restricted shares as of December 31, 2015
|
100,000
|
Exercise
|
Number
|
Expiration
|
|||||
Price
|
Outstanding
|
Date
|
|||||
$
|
0.001
|
383,320
|
January 2020
|
||||
$
|
1.50
|
3,991,391
|
February 2018 to December 2018
|
||||
$
|
1.84
|
35,076
|
January 2020
|
||||
$
|
1.95
|
654,674
|
October 2018 to December 2018
|
||||
$
|
2.00
|
100,000
|
August 2018
|
||||
$
|
2.02
|
30,755
|
January 2020
|
||||
$
|
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
|
||||
7,078,685
|
Weighted-Average
|
||||||||||||||||
Weighted-Average
|
Remaining
|
Aggregate
|
||||||||||||||
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
|||||||||||||
Outstanding at January 1, 2014
|
2,717,258
|
$
|
2.28
|
6.02
|
-
|
|||||||||||
Grants
|
2,396,732
|
$
|
4.64
|
2.05
|
-
|
|||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Canceled
|
-
|
-
|
-
|
-
|
||||||||||||
Outstanding at December 31, 2014
|
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
|
||||||||||
Vested and expected to vest at December 31, 2015
|
7,078,685
|
$
|
2.02
|
3.0
|
$
|
497,933
|
||||||||||
Exercisable at December 31, 2015
|
6,945,353
|
$
|
2.01
|
3.0
|
$
|
497,933
|
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
|
||||
Gain on change in warrant and derivative liabilities for the year ended December 31, 2015
|
$
|
2,545,074
|
$
|
568,506
|
2015
|
2014
|
|||||||
Statutory rate on pre-tax book loss
|
(34.00
|
)%
|
(34.00
|
)%
|
||||
Gain on change in fair value of derivatives
|
(11.5
|
)%
|
-
|
%
|
||||
Stock based compensation
|
28.6
|
%
|
23.0
|
%
|
||||
Financing costs
|
2.1
|
%
|
2.4
|
%
|
||||
Valuation allowance
|
14.8
|
%
|
8.6
|
%
|
||||
0.00
|
%
|
0.00
|
%
|
2015
|
2014
|
|||||||
Non-Current deferred tax asset:
|
||||||||
Net operating loss carry-forwards
|
$
|
3,700,000
|
$
|
2,300,000
|
||||
Valuation allowance
|
(3,700,000
|
)
|
(2,300,000
|
)
|
||||
Net non-current deferred tax asset
|
$
|
-
|
$
|
-
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||
March 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
137,613
|
$
|
953,234
|
||||
Prepaid expenses
|
11,291
|
31,308
|
||||||
Total current assets
|
148,904
|
984,542
|
||||||
Property and equipment, net
|
15,500
|
18,408
|
||||||
Other assets:
|
||||||||
Deposits
|
27,612
|
27,612
|
||||||
Total assets
|
$
|
192,016
|
$
|
1,030,562
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses, including $11,912 and $12,716 to related parties as of March 31, 2016 and December 31, 2015, respectively
|
$
|
228,163
|
$
|
223,546
|
||||
Dividends payable
|
367,287
|
340,291
|
||||||
Warrant liability
|
1,878,986
|
1,621,199
|
||||||
Derivative liability
|
283,857
|
285,157
|
||||||
Total current liabilities
|
2,758,293
|
2,470,193
|
||||||
Series C Preferred Stock, 1,396 and 1,471 shares issued and outstanding; liquidation preference of $1,396,000 and $1,471,000 as of March 31, 2016 and December 31, 2015, respectively
|
1,396,000
|
1,471,000
|
||||||
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 50,000,000 shares, 17,355,562 and 16,825,703 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively
|
17,356
|
16,826
|
||||||
Additional paid in capital
|
30,845,130
|
29,314,399
|
||||||
Accumulated deficit
|
(34,824,763
|
)
|
(32,241,856
|
)
|
||||
Total stockholders' deficit
|
(3,962,277
|
)
|
(2,910,631
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
192,016
|
$
|
1,030,562
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||
(unaudited)
|
||||||||
Three months ended March 31,
|
||||||||
2016
|
2015
|
|||||||
Operating expenses:
|
||||||||
Research and development
|
$
|
372,426
|
$
|
302,079
|
||||
General and administrative
|
1,939,148
|
2,746,853
|
||||||
Depreciation
|
2,908
|
2,860
|
||||||
Total operating expenses
|
2,314,482
|
3,051,792
|
||||||
Loss from operations
|
(2,314,482
|
)
|
(3,051,792
|
)
|
||||
Other income (expense):
|
||||||||
Loss on change in fair value of derivatives
|
(268,425
|
)
|
-
|
|||||
Interest income (expense)
|
-
|
(1,114
|
)
|
|||||
Total other income (expense)
|
(268,425
|
)
|
(1,114
|
)
|
||||
Loss before income taxes
|
(2,582,907
|
)
|
(3,052,906
|
)
|
||||
Income taxes (benefit)
|
-
|
-
|
||||||
Net loss
|
(2,582,907
|
)
|
(3,052,906
|
)
|
||||
Preferred stock dividend
|
(32,244
|
)
|
(79,395
|
)
|
||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
(2,615,151
|
)
|
$
|
(3,132,301
|
)
|
||
Net loss per common share, basic and diluted
|
$
|
(0.15
|
)
|
$
|
(0.26
|
)
|
||
Weighted average number of common shares outstanding, basic and diluted
|
17,074,329
|
12,256,418
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||||||||||||||
THREE MONTHS ENDED MARCH 31, 2016
|
||||||||||||||||||||
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
|
250,000
|
250
|
351,750
|
-
|
352,000
|
|||||||||||||||
Common stock issued for services
|
150,000
|
150
|
183,850
|
-
|
184,000
|
|||||||||||||||
Common stock issued upon conversion of Series C Preferred Stock at $1.50 per share
|
50,000
|
50
|
74,950
|
-
|
75,000
|
|||||||||||||||
Common stock issued settlement of Series C Preferred Stock accrued dividends at $1.08 per share
|
4,859
|
5
|
5,243
|
-
|
5,248
|
|||||||||||||||
Reclassify fair value of derivative liability to equity upon conversion of Series C Preferred Stock to common shares
|
-
|
-
|
11,938
|
-
|
11,938
|
|||||||||||||||
Stock based compensation
|
75,000
|
75
|
935,244
|
-
|
935,319
|
|||||||||||||||
Preferred Stock dividend
|
-
|
-
|
(32,244
|
)
|
-
|
(32,244
|
)
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
(2,582,907
|
)
|
(2,582,907
|
)
|
|||||||||||||
Balance, March 31, 2016
(unaudited)
|
17,355,562
|
$
|
17,356
|
$
|
30,845,130
|
$
|
(34,824,763
|
)
|
$
|
(3,962,277
|
)
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||
(unaudited)
|
||||||||
Three months ended March 31,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(2,582,907
|
)
|
$
|
(3,052,906
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Depreciation
|
2,908
|
2,860
|
||||||
Change in derivative liabilities
|
268,425
|
-
|
||||||
Equity based compensation
|
1,119,319
|
1,634,714
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
20,017
|
8,744
|
||||||
Accounts payable
|
4,314
|
(233,155
|
)
|
|||||
Stock based payable
|
-
|
419,761
|
||||||
Deferred rent payable
|
303
|
-
|
||||||
Net cash used in operating activities
|
(1,167,621
|
)
|
(1,219,982
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
-
|
(2,684
|
)
|
|||||
Net cash used in investing activity
|
-
|
(2,684
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of common stock
|
352,000
|
3,042,213
|
||||||
Net cash provided by financing activities
|
352,000
|
3,042,213
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(815,621
|
)
|
1,819,547
|
|||||
Cash and cash equivalents, beginning of the period
|
953,234
|
239,781
|
||||||
Cash and cash equivalents, end of the period
|
$
|
137,613
|
$
|
2,059,328
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for interest
|
$
|
-
|
$
|
1,115
|
||||
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
|
$
|
80,248
|
$
|
317,500
|
||||
Reclassify fair value of derivative and warrant liability from equity
|
$
|
11,938
|
$
|
5,440,034
|
|
March 31,
2016
|
March 31,
2015
|
||||||
Series C convertible preferred stock
|
930,667
|
1,640,667
|
||||||
Options to purchase common stock
|
7,780,190
|
6,205,190
|
||||||
Warrants to purchase common stock
|
7,221,685
|
7,561,820
|
||||||
Totals
|
15,932,542
|
15,407,677
|
|
March 31,
2016
|
December 31,
2015
|
||||||
Computer equipment
|
$
|
68,449
|
$
|
68,449
|
||||
Furniture and fixtures
|
10,117
|
10,117
|
||||||
Subtotal
|
78,566
|
78,566
|
||||||
Less accumulated depreciation
|
(63,066
|
)
|
(60,158
|
)
|
||||
Property and equipment, net
|
$
|
15,500
|
$
|
18,408
|
|
March 31,
2016
|
December 31,
2015
|
||||||
Accrued accounting and legal
|
$
|
134,197
|
$
|
112,723
|
||||
Accrued reimbursements
|
25,008
|
13,613
|
||||||
Accrued consulting
|
5,948
|
15,200
|
||||||
Accrued research and development expenses
|
35,920
|
34,179
|
||||||
Accrued office and other
|
10,438
|
31,482
|
||||||
Deferred rent
|
3,319
|
3,016
|
||||||
Accrued settlement related to arbitration
|
13,333
|
13,333
|
||||||
|
$
|
228,163
|
$
|
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
|
1,544,642
|
6.0
|
969,726
|
|||||||||||
2.01-3.00
|
5,935,548
|
6.1
|
4,702,225
|
||||||||||||
3.01-4.00
|
300,000
|
9.0
|
300,000
|
||||||||||||
7,780,190
|
6.2
|
5,971,951
|
|
Weighted-Average
|
|||||||||||||||
|
Weighted-Average
|
Remaining
|
Aggregate
|
|||||||||||||
|
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
||||||||||||
Outstanding at January 1, 2016
|
7,780,190
|
$
|
2.30
|
6.4
|
$
|
-
|
||||||||||
Grants
|
-
|
-
|
||||||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
-
|
|||||||||||||||
Outstanding at March 31, 2016
|
7,780,190
|
$
|
2.30
|
6.2
|
$
|
-
|
||||||||||
Exercisable at March 31, 2016
|
5,971,951
|
$
|
2.35
|
5.7
|
$
|
-
|
Restricted shares issued as of January 1, 2016
|
175,000
|
|||
Granted
|
-
|
|||
Vested
|
(75,000
|
)
|
||
Total restricted shares issued as of March 31, 2016
|
100,000
|
|||
Vested restricted shares as of March 31, 2016
|
-
|
|||
Unvested restricted shares as of March 31, 2016
|
100,000
|
Exercise
|
Number
|
Expiration
|
|||||
Price
|
Outstanding
|
Date
|
|||||
$
|
0.001
|
383,320
|
January 2020
|
||||
$
|
1.50
|
4,009,391
|
February 2018 to March 2019
|
||||
$
|
1.84
|
35,076
|
January 2020
|
||||
$
|
1.95
|
779,674
|
October 2018 to March 2019
|
||||
$
|
2.00
|
100,000
|
August 2018
|
||||
$
|
2.02
|
30,755
|
January 2020
|
||||
$
|
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
|
||||
7,221,685
|
|
|
Weighted-Average
|
|||||||||||||||
|
Weighted-Average
|
Remaining
|
Aggregate
|
|||||||||||||
|
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
||||||||||||
Outstanding at January 1, 2016
|
7,078,685
|
$
|
2.02
|
3.0
|
497,933
|
|||||||||||
Grants
|
143,000
|
1.89
|
2.9
|
-
|
||||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
-
|
|||||||||||||||
Outstanding at March 31, 2016
|
7,221,685
|
$
|
2.01
|
2.8
|
$
|
536,265
|
||||||||||
|
||||||||||||||||
Vested and expected to vest at March 31, 2016
|
7,221,685
|
$
|
2.03
|
2.8
|
$
|
536,265
|
||||||||||
Exercisable at March 31, 2016
|
7,138,353
|
$
|
2.01
|
2.8
|
$
|
536,265
|
|
Warrant
Liability
|
Derivative
|
||||||
Balance, December 31, 2015
|
$
|
1,621,199
|
$
|
285,157
|
||||
Total (gains) losses
|
||||||||
Transfers out due to conversion of Series C Preferred Stock
|
-
|
(11,938
|
)
|
|||||
Mark to market to March 31, 2016
|
257,787
|
10,638
|
||||||
Balance, March 31, 2016
|
$
|
1,878,986
|
$
|
283,857
|
||||
Loss on change in warrant and derivative liabilities for the three months ended March 31, 2016
|
$
|
(257,787
|
)
|
$
|
(10,638
|
)
|
1 Year BioSig Technologies Chart |
1 Month BioSig Technologies Chart |
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