BioSig Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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3845
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26-4333375
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification No.)
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12424 Wilshire Boulevard, Suite 745
Los Angeles, California 90025
(310) 820-8100
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(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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Kenneth Londoner
Executive Chairman
12424 Wilshire Boulevard, Suite 745
Los Angeles, California 90025
(310) 820-8100
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications, including communications sent to agent for service, should be sent to:
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Rick A. Werner, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza, 26
th
Floor
New York, New York 10112
Tel. (212) 659-7300
Fax (212) 884-8234
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Page
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F-1
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Common stock offered by the selling stockholders:
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Up to 3,
128,043
shares of our common stock to be offered by the selling stockholders upon the conversion of shares of Series C Convertible Preferred Stock and the exercise of outstanding common stock purchase warrants and up to
8,941 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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8,412,101
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Common stock outstanding after this offering:
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12,501,900
(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.
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Offering price:
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The selling stockholders will be selling their shares of common stock at a fixed price of $2.09 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter, at prevailing market prices or privately negotiated prices.
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Market for the common stock:
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There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not listed on any exchange or quoted on the OTC Bulletin Board. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority, for our common stock to eligible for trading on the OTC Bulletin Board. We do not yet have a market maker who has agreed to file such application.
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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 2 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 9,364,916 shares outstanding as of January 17, 2014, including the automatic conversion of all shares of our Series A Preferred Stock and our Series B Preferred Stock and dividends accrued on thereon that will be paid in kind and automatically converted, which will occur immediately upon us becoming subject to the reporting requirements under Section 13 or 15(d) of the Securities and Exchange Act, as amended, 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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·
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2,990,977 shares of common stock issuable upon the exercise of currently outstanding options at a weighted average exercise price of $2.09 per share; and
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3,015,146 shares of common stock available for future issuance under the BioSig Technologies, Inc. 2012 Equity Incentive Plan.
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successful completion of the preclinical 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 the system 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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a limited availability for market quotations for our shares of common stock;
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reduced liquidity with respect to our shares of common stock;
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a determination that our shares of common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock; and
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limited amount of news and analyst coverage.
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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 common stock, Series A Preferred Stock or Series B Preferred 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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changes in general, national or regional economic conditions.
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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 and using proprietary signal processing, the PURE EP System 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; and The Heart Rhythm Institute, University of Oklahoma Health Sciences Center, Oklahoma City, OK.
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As part of our pre-clinical trials, physicians affiliated with the Texas Cardiac Arrhythmia Institute, University Hospitals Case Medical Center and Mount Sinai Medical Center provide us with recordings from challenging ablation procedures, mainly for ventricular tachycardia and atrial fibrillation, where the attending electrophysiologists face clinical dilemmas with the recordings obtained by their current recording systems. We believe that the recordings that the PURE EP System has provided them, which show a reduction in baseline wander, noise, and artifacts, are of higher diagnostic value than the original recordings.
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The Cardiac Arrhythmia Center at the University of California at Los Angeles and Dr. Kalyanam Shivkumar, a 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.
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We are developing a confidence index that will assist electrophysiologists in further differentiating true signals from noise, which may potentially provide guidance in identifying ablation targets. The confidence index is 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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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
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Position with the Company
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Kenneth L . Londoner
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46
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Executive Chairman and Director
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Steve Chaussy
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59
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Chief Financial Officer
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Asher Holzer, Ph.D.
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63
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Chief Scientific Advisor and Director
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Kalyanam Shivkumar, MD, Ph.D.
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45
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Director
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Roy Tanaka
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65
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Director
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Jeffrey O’Donnell
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53
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Director
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Jonathan Steinhouse
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46
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Director
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Seth H. Z. Fischer
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56
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Director
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Name and principal position
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Year
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Salary
($)
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Stock Awards
($) (1)
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Total
($)
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Kenneth L. Londoner, Executive Chairman and Director
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2013
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211,500
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458,400
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669,900
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2012
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144,000
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-
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144,000
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David Drachman, Former Chief Executive Officer, President and Chairman
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2013
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0
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-
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0 (2)
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Name
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Fees earned or paid in cash ($)
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Stock Awards ($) (1)
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Option Awards ($) (1)
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All other compensation ($)
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Total ($)
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Kalyanam Shivkumar, MD, Ph.D.
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-
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-
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-
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-
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0
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Roy Tanaka
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-
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-
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-
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-
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0
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Jeffrey O’Donnell
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-
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-
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175,624
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(2)
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-
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175,624
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William Uglow (3)
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-
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-
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-
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-
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0
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Jonathan Steinhouse
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-
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-
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-
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-
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0
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Asher Holzer, Ph.D.
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-
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-
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-
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-
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0
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Seth H. Z. Fischer
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-
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-
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337,880
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(4)
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337,880
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(1)
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Amounts represent the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, with the exception that the amounts shown assume no forfeitures. For additional discussion of the valuation assumptions used in determining stock-based compensation and the grant date fair value for stock options, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Critical Accounting Policies — Stock based compensation” and Note 1 — “Summary of Significant Accounting Policies” of the Notes to the Financial Statements included herein. These amounts do not represent the actual value that may be realized by our non-employee directors, as that is dependent on the long-term appreciation in our common stock.
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(2)
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The stock option award is comprised of an option to purchase 95,800 shares of common stock, which vested in 12 equal monthly installments beginning on February 1, 2013, with an exercise price of $ 2.09 per share and an expiration of January 1, 2020, so long as Mr. O’Donnell is providing services to us. If Mr. O’Donnell is no longer providing services to us, the option will expire three months from the date of such termination.
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(3)
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Mr. Uglow resigned as a member of our board of directors in October 2013.
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(4)
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The stock option award is comprised of an option to purchase 187,500 shares of common stock, which vested and will continue to vest in 12 equal monthly installments beginning on June 2, 2013, with an exercise price of $2.09 per share and an expiration of May 2, 2020, so long as Mr. Fischer is providing services to us. If Mr . Fischer is no longer providing services to us, the option will expire three months from the date of such termination.
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each person known by us to beneficially own more than 5.0% of our common stock;
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each of our directors;
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each of the named executive officers; and
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all of our directors and executive officers as a group.
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Name of Beneficial Owner
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Number of Shares
Beneficially Owned(1)
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Percentage of Common
Stock Owned (1)(2)
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5% Owners
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Miko Consulting Group, Inc.
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3,467,474
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41.2
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%
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Alpha Capital Anstalt (3)
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1,208,833
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(4)
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13.1
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%
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Officers and Directors
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Kenneth L. Londoner
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4,109,883
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( 5 )
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45.8
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%
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Asher Holzer, Ph.D.
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81,000
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(6)
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*
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Kalyanam Shivkumar, MD, Ph.D.
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50,000
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(7)
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*
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Roy Tanaka
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119,821
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(8)
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1.4
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%
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Jeffrey O’Donnell
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183,300
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(9)
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2.2
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%
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Jonathan Steinhouse
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195,914
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( 10 )
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2.3
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%
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Seth H. Z. Fischer
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156,250
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( 11 )
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1.8
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All directors and executive officers as a group ( 8 persons)
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4,989,530
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52.2
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%
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(1)
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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 January 17, 2014 , 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.
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(2)
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These percentages have been calculated based on 8,412,101 shares of common stock outstanding as of January 17, 2014.
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(3)
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The address for Alpha Capital Anstalt is Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein.
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( 4 )
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Comprised of (i)
400,000 shares of common stock,
(ii) shares of Series C Preferred Stock that are convertible into 299,043 shares of common stock, and ( iii) warrants to purchase 509,790 shares of common stock
.
With respect to the Series C Preferred Stock and warrants, there exist contractual provisions limiting conversion and exercise to the extent such conversion or 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 conversion or exercise. The shares and percentage ownership of our outstanding shares indicated in the table do not give effect to these limitations.
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( 5 )
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Comprised of (i) 101,890 shares of common stock directly held by Mr. Londoner, (ii) 3,447,474 shares of common stock are held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) shares of Series B Preferred Stock that are convertible into 24,752 shares of common stock, (iv) shares of Series C Preferred Stock that are convertible into 95,694 shares of common stock, (v) warrants to purchase 190,073 shares of common stock, and (vi) options to purchase 250,000 shares of common stock that are currently exercisable.
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(6)
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Comprised of options to purchase 81,000 shares of common stock that are currently exercisable .
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(7)
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Comprised of options to purchase 50,000 shares of common stock that are currently exercisable .
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(8)
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Comprised of options to purchase 119,821 shares of common stock that are currently exercisable.
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(9)
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Comprised of (i) 87,500 shares of common stock, and (ii) options to purchase 95,800 shares of common stock that are currently exercisable .
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( 10 )
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Comprised of (i) 166,008 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 11,962 shares of common stock, and (iii) warrants to purchase 17,944 shares of common stock.
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( 11 )
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Consists of options to purchase 156,250 shares of common stock that are currently exercisable or exercisable within 60 days of January 17, 2014.
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·
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each of our directors;
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·
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each of the named executive officers; and
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·
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all of our directors and executive officers as a group.
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Name of Beneficial Owner
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Number of Shares
Beneficially Owned(1)
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Percentage of Common
Stock Owned (1)(2)
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Officers and Directors
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Kenneth L. Londoner
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10
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(3)
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5.6
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%
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(1)
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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 January 17, 2014, 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.
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(2)
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These percentages have been calculated based on 177.5 shares of our Series B Preferred Stock outstanding as of January 17, 2014.
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(3)
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Mr. Londoner’s shares are convertible into 24,752 shares of common, based upon a conversion price of $2.02 per share. The shares of our Series B Preferred Stock will automatically convert immediately upon us becoming subject to the reporting requirements under Section 13 or 15(d) of the Securities and Exchange Act, as amended.
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·
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each person known by us to beneficially own more than 5.0% of our common stock;
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·
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each of our directors;
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·
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each of the named executive officers; and
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·
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all of our directors and executive officers as a group.
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Name of Beneficial Owner
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Number of Shares
Beneficially Owned (1)
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Percentage of Common
Stock Owned (1)(2)
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5% Owners
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Alpha Capital Anstalt (3)
|
|
|
625
|
|
|
|
22.5
|
%
|
|
|
|
|
|
|
|||
Michael N. Emmerman (4)
|
|
|
200
|
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|||
David W. Frost (5)
|
|
|
150
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|||
Michael B Carroll & Sheila J Carroll JTWROS (6)
|
|
|
150
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|||
Officers and Directors
|
|
|
|
|
|
|
|
|
Kenneth L. Londoner
|
|
|
200
|
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|||
Jonathan Steinhouse
|
|
|
25
|
|
|
*
|
||
|
|
|
|
|
|
|||
All directors and executive officers as a group (2 persons)
|
|
|
225
|
|
|
|
8.1
|
%
|
(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 January 17, 2014 , 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 2,781 shares of our Series C Preferred Stock outstanding as of January 17, 2014 .
|
(3)
|
The address of this stockholder is Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein.
|
(4)
|
The address of this stockholder is 151 East 63rd Street, New York, NY 10065.
|
(5)
|
The address of this stockholder is 4701 Pleasant Street, Apartment 361, West Des Moines, Iowa 50266.
|
(6)
|
The address of this stockholder is 3919 Happy Valley Road, Lafayette, California 94549.
|
|
|
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
|
|
|
343,452
|
(3)
|
|
|
219,528
|
( 4 )
|
|
|
123,924
|
(5)
|
|
|
1.5
|
%
|
Lau Family Fund LP ( 6 )
|
|
|
60,724
|
( 7 )
|
|
|
54,742
|
( 8 )
|
|
|
5,982
|
(9)
|
|
|
*
|
|
Jonathan Steinhouse ( 10 )
|
|
|
195,914
|
( 11 )
|
|
|
27,298
|
( 12 )
|
|
|
168,616
|
(13)
|
|
|
2.0
|
%
|
Kenneth L. Londoner ( 14 )
|
|
|
4,109,883
|
( 15 )
|
|
|
217,891
|
( 16 )
|
|
|
3,891,992
|
( 17 )
|
|
|
44.4
|
%
|
R. Ian Chaplin
|
|
|
55,221
|
( 18 )
|
|
|
27,230
|
( 19 )
|
|
|
27,991
|
(20)
|
|
|
*
|
|
Kenneth Epstein
|
|
|
120,153
|
( 21 )
|
|
|
108,191
|
( 22 )
|
|
|
11,962
|
(23)
|
|
|
*
|
|
Jerome B. Zeldis
|
|
|
59,811
|
( 24 )
|
|
|
53,829
|
( 25 )
|
|
|
5,982
|
(26)
|
|
|
*
|
|
Brio Capital Master Fund Ltd. ( 27 )
|
|
|
149,524
|
( 28 )
|
|
|
134,571
|
( 29 )
|
|
|
14,953
|
(30)
|
|
|
*
|
|
Alpha Capital Anstalt ( 31 )
|
|
|
1,208,834
|
( 32 )
|
|
|
672,847
|
( 33 )
|
|
|
535,987
|
(34)
|
|
|
6.3
|
|
Sterne Agee & Leach Inc C/F Maree Casatelli SEP IRA
|
|
|
29,906
|
( 35 )
|
|
|
26,915
|
( 36 )
|
|
|
2,991
|
(37)
|
|
|
*
|
|
Ron D Craig
|
|
|
136,238
|
( 38 )
|
|
|
99,762
|
( 39 )
|
|
|
36,476
|
(40)
|
|
|
*
|
|
Michael & Susan Engdall JTWROS
|
|
|
40,673
|
( 41 )
|
|
|
36,485
|
( 42 )
|
|
|
4,188
|
(43)
|
|
|
*
|
|
David W Frost
|
|
|
179,426
|
( 44 )
|
|
|
161,483
|
( 45 )
|
|
|
17,943
|
(46)
|
|
|
*
|
|
Phillip Todd Herndon
|
|
|
84,562
|
( 47 )
|
|
|
53,828
|
( 48 )
|
|
|
30,734
|
(49)
|
|
|
*
|
|
Rex A Jones
|
|
|
173,966
|
( 50 )
|
|
|
107,656
|
( 51 )
|
|
|
66,310
|
(52)
|
|
|
*
|
|
Nabil M Yazgi
|
|
|
128,934
|
( 53 )
|
|
|
21,531
|
( 54 )
|
|
|
107,403
|
(55)
|
|
|
1.3
|
%
|
Portofino Ventures LP ( 56 )
|
|
|
23,924
|
( 57 )
|
|
|
21,531
|
( 58 )
|
|
|
2,393
|
(59)
|
|
|
*
|
|
Thomas G Hoffman
|
|
|
37,332
|
( 60 )
|
|
|
26,915
|
( 61 )
|
|
|
10,417
|
(62)
|
|
|
*
|
|
James W Lees
|
|
|
35,291
|
( 63 )
|
|
|
31,701
|
( 64 )
|
|
|
3,590
|
(65)
|
|
|
*
|
|
Martin F Sauer
|
|
|
57,080
|
( 66 )
|
|
|
26,915
|
( 67 )
|
|
|
30,165
|
(68)
|
|
|
*
|
|
Ray Weber
|
|
|
52,633
|
( 69 )
|
|
|
47,249
|
( 70 )
|
|
|
5,384
|
(71)
|
|
|
*
|
|
Sterne Agee & Leach Inc C/F Raymond E Weber IRA
|
|
|
41,866
|
( 72 )
|
|
|
37,679
|
( 73 )
|
|
|
4,187
|
(74)
|
|
|
*
|
|
Fourfathom Capital, LLC ( 75 )
|
|
|
119,618
|
( 76 )
|
|
|
107,656
|
( 77 )
|
|
|
11,962
|
(78)
|
|
|
*
|
|
Michael B & Sheila J Carroll JTWROS
|
|
|
179,426
|
( 79 )
|
|
|
161,483
|
( 80 )
|
|
|
17,943
|
(81)
|
|
|
*
|
|
Scott D. Gamble
|
|
|
119,618
|
( 82 )
|
|
|
107,656
|
( 83 )
|
|
|
11,962
|
(84)
|
|
|
*
|
|
Brian E. Jones & Peggy A. Jones JTWROS
|
|
|
84,562
|
( 85 )
|
|
|
53,828
|
( 86 )
|
|
|
30,734
|
(87)
|
|
|
*
|
|
David Patterson
|
|
|
23,924
|
( 88 )
|
|
|
21,531
|
( 89 )
|
|
|
2,393
|
(90)
|
|
|
*
|
|
Herschel E. Johnson
|
|
|
20,336
|
( 91 )
|
|
|
18,302
|
( 92 )
|
|
|
2,034
|
(93)
|
|
|
-
|
|
George & Karin Alexa Elefther JTWROS
|
|
|
18,972
|
( 94 )
|
|
|
4,786
|
( 95 )
|
|
|
14,186
|
(96)
|
|
|
*
|
|
L. Dean Fox
|
|
|
18,972
|
( 97 )
|
|
|
4,786
|
( 98 )
|
|
|
14,186
|
(99)
|
|
|
*
|
|
Sterne Agee & Leach Inc C/F John L Sommer IRA
|
|
|
60,272
|
( 100 )
|
|
|
9,570
|
( 101 )
|
|
|
50,702
|
(102)
|
|
|
*
|
|
Sterne Agee & Leach Inc C/F David W Frost IRA
|
|
|
6,460
|
( 103 )
|
|
|
5,742
|
( 104 )
|
|
|
718
|
(105)
|
|
|
*
|
|
Allan D Carlson
|
|
|
10,767
|
( 106 )
|
|
|
9,570
|
( 107 )
|
|
|
1,197
|
(108)
|
|
|
*
|
|
Ian H Murray
|
|
|
10,767
|
( 109 )
|
|
|
9,570
|
( 110 )
|
|
|
1,197
|
(111)
|
|
|
*
|
|
Sterne Agee & Leach Inc C/F Randy Payne IRA
|
|
|
35,519
|
( 112 )
|
|
|
9,570
|
( 113 )
|
|
|
25,949
|
(114)
|
|
|
*
|
|
Dr. Richard & Anita Matter JTWROS
|
|
|
21,533
|
( 115 )
|
|
|
19,140
|
( 116 )
|
|
|
2,393
|
(117)
|
|
|
*
|
|
Robert J Gray
|
|
|
40,502
|
( 118 )
|
|
|
23,924
|
( 119 )
|
|
|
16,578
|
(120)
|
|
|
*
|
|
Randal E Margo
|
|
|
26,915
|
( 121 )
|
|
|
23,924
|
( 122 )
|
|
|
2,991
|
(123)
|
|
|
*
|
|
Eugene E Eubank
|
|
|
53,829
|
( 124 )
|
|
|
47,848
|
( 125 )
|
|
|
5,981
|
(126)
|
|
|
*
|
|
Robert W Baird & Co Inc TTEE FBO Brian Mark Miller ROTH IRA
|
|
|
107,656
|
( 127 )
|
|
|
95,694
|
( 128 )
|
|
|
11,962
|
(129)
|
|
|
*
|
|
Sterne Agee & Leach Inc C/F Dr Gary W Chmielewski IRA
|
|
|
10,767
|
( 130 )
|
|
|
9,570
|
( 131 )
|
|
|
1,197
|
(132)
|
|
|
*
|
|
Laidlaw & Co (UK) Ltd ( 133 )
|
|
|
177,057
|
( 134 )
|
|
|
177,057
|
( 134 )
|
|
|
0
|
|
|
|
-
|
|
(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 January 17, 2014, 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 8,412,101 shares of common stock outstanding as of January 17, 2014.
|
|
|
(3)
|
Includes 4,216 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 95,694 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 95,694 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 47,848 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)
|
Includes 4,216 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 95,694 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, and 119,618 shares of common stock issuable upon the exercise of warrants.
|
(5)
|
Includes 23,924 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 913 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 23,923 shares of common stock issuable upon conversion of shares of our Series C Preferred Stock, 23,923 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 11,964 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 913 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 23,923 shares of common stock issuable upon conversion of shares of our Series C Preferred Stock and 29,906 shares of common stock issuable upon the exercise of warrants.
|
(9)
|
Comprised of 5,982 shares of common stock issuable upon the exercise of warrants.
|
|
|
(10)
|
Jonathan Steinhouse is a member of our board of directors.
|
(11)
|
Includes 383 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 11,962 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 5,982 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. In January and May 2011, Mr. Steinhouse purchased an aggregate of 59,375 shares of common stock at a price of $0.80 per share for an aggregate purchase price of $47,500 as part of our “friends and family” round of financing.
|
|
|
(12)
|
Comprised of 383 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 14,953 shares of common stock issuable upon the exercise of warrants.
|
(13)
|
Includes 2,991 shares of common stock issuable upon the exercise of warrants.
|
|
|
(14)
|
Kenneth L Londoner is our executive chairman.
|
|
|
(15)
|
Comprised of (i) 99,311 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) 3,447,474 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) 10 shares of Series B Preferred Stock that are convertible into 24,752 shares of common stock, which he purchased for an aggregate purchase price of $50,000, (iv) shares of Series C Preferred Stock that are convertible into 95,694 shares of common stock, (v) 142,225 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions, (vi) 47,848 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 (vii) options to purchase 250,000 shares of common stock that are currently exercisable.
|
|
|
(16)
|
Comprised of 2,579 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 95,694 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 119,618 shares of common stock issuable upon the exercise of warrants.
|
|
|
(17)
|
Comprised of (i) 124,063 shares of common stock directly held by Mr. Londoner, (ii) 3,447,474 shares of common stock are held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) 70,455 shares of common stock issuable upon the exercise of warrants, and (iv) options to purchase 250,000 shares of common stock that are currently exercisable.
|
|
|
(18)
|
Includes 315 shares of common stock issued in lieu of cash payments on the interest accrued on the bridge notes, 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 11,962 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 5,982 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. In February and May 2011, Mr. Chaplin purchased an aggregate of 25,000 shares of common stock at a price of $0.80 per share for an aggregate purchase price of $20,000 as part of our “friends and family” round of financing.
|
(19)
|
Comprised of 315 shares of common stock issued in lieu of cash payments on the interest accrued on the bridge notes, 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 14,953 shares of common stock issuable upon the exercise of warrants.
|
(20)
|
Includes 2,991 shares of common stock issuable upon the exercise of warrants.
|
|
|
(21)
|
Comprised of 535 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 47,847 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 23,924 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.
|
(22)
|
Comprised of 535 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes, 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 59,809 shares of common stock issuable upon the exercise of warrants.
|
(23)
|
Comprised of 11,962 shares of common stock issuable upon the exercise of warrants.
|
(24)
|
Comprised of 23,923 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 23,923 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 11,964 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.
|
|
|
(25)
|
Comprised of 23,923 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 29,906 shares of common stock issuable upon the exercise of warrants.
|
(26)
|
Comprised of 5,982 shares of common stock issuable upon the exercise of warrants.
|
|
|
(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.
|
(28)
|
Comprised of 59,809 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 59,809 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 29,906 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.
|
|
|
(29)
|
Comprised of 59,809 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 74,762 shares of common stock issuable upon the exercise of warrants.
|
|
|
(30)
|
Comprised of 14,953 shares of common stock issuable upon the exercise of warrants.
|
|
|
(31)
|
Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this selling stockholder. Pursuant to the Securities Purchase Agreement by and among us and the holders of the Series C Preferred Stock, Alpha Capital Anstalt was entitled to an expense reimbursement from us of $95,000, of which $62,500 was paid in cash and $32,500 was paid shares of common stock at a conversion price of $2.09 per share, and a warrant to purchase 8,700 shares of common stock. In addition, any amendments to the Securities Purchase Agreement must be approved by holders representing at least 67% of the outstanding shares of the Series C Preferred Stock, which holders must include Alpha Capital Anstalt, so long as Alpha Capital Anstalt holds not less than $100,000 of Series C Preferred Stock. Also, we may not (i) increase the number of authorized shares of preferred stock, (ii) amend our charter documents, including the terms of the Series C Preferred Stock, in any manner adverse to the holders of the Series C Preferred Stock, or (iii) perform certain covenants, including restrictions on incurrence of debt and liens, repurchasing our equity securities, payment of cash dividends and engaging in affiliate transactions without the approval of holders representing at least 67% of the outstanding shares of the Series C Preferred Stock, which holders must include Alpha Capital Anstalt, so long as Alpha Capital Anstalt holds not less than $100,000 of Series C Preferred Stock.
|
|
|
(32)
|
Comprised of 400,000 shares of common stock, 299,043 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 360,268 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and 149,522 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.
|
(33)
|
Comprised of 299,043 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 373,804 shares of common stock issuable upon the exercise of warrants.
|
(34)
|
Includes 135,986 shares of common stock issuable upon the exercise of warrants.
|
|
|
(35)
|
Comprised of 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 11,962 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 5,982 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.
|
(36)
|
Comprised of 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 14,953 shares of common stock issuable upon the exercise of warrants.
|
(37)
|
Comprised of 2,991 shares of common stock issuable upon the exercise of warrants.
|
|
|
(38)
|
Comprised of (i) 10 shares of Series B Preferred Stock that are convertible into 24,752 shares of common stock, which were purchased for an aggregate purchase price of $50,000, (ii) 46,890 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 46,890 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 11,964 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.
|
|
|
(39)
|
Comprised of 46,890 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 52,872 shares of common stock issuable upon the exercise of warrants.
|
(40)
|
Includes 11,724 shares of common stock issuable upon the exercise of warrants.
|
|
|
(41)
|
Comprised of 16,747 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 16,747 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 5,982 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.
|
|
|
(42)
|
Comprised of 16,747 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 19,738 shares of common stock issuable upon the exercise of warrants.
|
(43)
|
Comprised of 4,188 shares of common stock issuable upon the exercise of warrants.
|
|
|
(44)
|
Comprised of 71,770 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 71,770 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 35,886 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.
|
|
|
(45)
|
Comprised of 71,770 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 89,713 shares of common stock issuable upon the exercise of warrants.
|
|
|
(46)
|
Comprised of 17,943 shares of common stock issuable upon the exercise of warrants.
|
|
|
(47)
|
Comprised of (i) 10 shares of Series B Preferred Stock that are convertible into 24,752 shares of common stock, which were purchased for an aggregate purchase price of $50,000, (ii) 23,923 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 23,923 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 11,964 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.
|
|
|
(48)
|
Comprised of 23,923 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 29,905 shares of common stock issuable upon the exercise of warrants.
|
|
|
(49)
|
Includes 5,982 shares of common stock issuable upon the exercise of warrants.
|
|
|
(50)
|
Comprised of (i) 20 shares of Series A Preferred Stock that are convertible into 54,348 shares of common stock, which were purchased for an aggregate purchase price of $100,000, (ii) 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 47,847 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 23,924 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.
|
|
|
(51)
|
Comprised of 47,847 shares of common stock issuable upon the exercise of warrants and 59,809 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock.
|
|
|
(52)
|
Includes 11,962 shares of common stock issuable upon the exercise of warrants.
|
|
|
(53)
|
Comprised of (i) 35 shares of Series A Preferred Stock that are convertible into 95,109 shares of common stock, which were purchased for an aggregate purchase price of $175,000, (ii) 4 shares of Series B Preferred Stock that are convertible into 9,901 shares of common stock, which were purchased for an aggregate purchase price of $20,000, (iii) 9,569 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iv) 9,569 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (v) 4,786 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.
|
(54)
|
Comprised of 9,569 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 11,962 shares of common stock issuable upon the exercise of warrants.
|
(55)
|
Includes 2,393 shares of common stock issuable upon the exercise of warrants.
|
|
|
(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.
|
|
|
(57)
|
Comprised of 9,569 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 9,569 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 4,786 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.
|
(58)
|
Comprised of 9,569 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 11,962 shares of common stock issuable upon the exercise of warrants.
|
(59)
|
Comprised of 2,393 shares of common stock issuable upon the exercise of warrants.
|
|
|
(60)
|
Comprised of (i) 3 shares of Series B Preferred Stock that are convertible into 7,426 shares of common stock, which were purchased for an aggregate purchase price of $15,000, (ii) 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 11,962 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 5,982 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.
|
(61)
|
Comprised of 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 14,953 shares of common stock issuable upon the exercise of warrants.
|
(62)
|
Includes 2,991 shares of common stock issuable upon the exercise of warrants.
|
|
|
|
|
(63)
|
Comprised of 14,355 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 14,355 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 6,581 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.
|
|
|
(64)
|
Comprised of 14,355 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 17,346 shares of common stock issuable upon the exercise of warrants.
|
|
|
(65)
|
Comprised of 3,590 shares of common stock issuable upon the exercise of warrants.
|
|
|
(66)
|
Comprised of (i) 10 shares of Series A Preferred Stock that are convertible into 27,174 shares of common stock, which were purchased for an aggregate purchase price of $50,000, (ii) 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 11,962 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 5,982 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.
|
|
|
(67)
|
Comprised of 11,962 shares of common stock issuable upon the exercise of warrants and 14,953 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock.
|
(68)
|
Includes 2,991 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock.
|
|
|
(69)
|
Comprised of 21,531 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 21,531 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 9,571 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.
|
(70)
|
Comprised of 21,531 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 25,718 shares of common stock issuable upon the exercise of warrants.
|
(71)
|
Comprised of 5,384 shares of common stock issuable upon the exercise of warrants.
|
|
|
(72)
|
Comprised of 16,746 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 16,746 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 8,374 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.
|
|
|
(73)
|
Comprised of 16,746 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 20,933 shares of common stock issuable upon the exercise of warrants.
|
|
|
(74)
|
Comprised of 4,187 shares of common stock issuable upon the exercise of warrants.
|
|
|
(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.
|
|
|
(76)
|
Comprised of 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 47,847 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 23,924 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.
|
(77)
|
Comprised of 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 59,809 shares of common stock issuable upon the exercise of warrants.
|
(78)
|
Comprised of 11,962 shares of common stock issuable upon the exercise of warrants.
|
|
(79)
|
Comprised of 71,770 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 71,770 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 35,886 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.
|
|
|
|
|
(80)
|
Comprised of 71,770 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 89,713 shares of common stock issuable upon the exercise of warrants.
|
|
(81)
|
Comprised of 17,943 shares of common stock issuable upon the exercise of warrants.
|
|
|
|
|
(82)
|
Comprised of 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 47,847 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 23,924 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.
|
|
|
|
|
(83)
|
Comprised of 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 59,809 shares of common stock issuable upon the exercise of warrants.
|
|
|
|
|
(84)
|
Comprised of 11,962 shares of common stock issuable upon the exercise of warrants.
|
|
(85)
|
Comprised of (i) 10 shares of Series B Preferred Stock that are convertible into 24,752 shares of common stock, which were purchased for an aggregate purchase price of $50,000, (ii) 23,923 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 23,923 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 11,964 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.
|
|
|
|
|
(86)
|
Comprised of 23,923 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 29,905 shares of common stock issuable upon the exercise of warrants.
|
|
(87)
|
Includes 5,982 shares of common stock issuable upon the exercise of warrants.
|
|
|
|
|
(88)
|
Comprised of 9,569 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 9,569 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 4,786 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.
|
|
(89)
|
Comprised of 9,569 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 11,962 shares of common stock issuable upon the exercise of warrants.
|
|
(90)
|
Comprised of 2,393 shares of common stock issuable upon the exercise of warrants.
|
|
|
|
|
(91)
|
Comprised of 8,134 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 8,134 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 4,068 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.
|
|
(92)
|
Comprised of 8,134 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 10,168 shares of common stock issuable upon the exercise of warrants.
|
|
(93)
|
Comprised of 2,034 shares of common stock issuable upon the exercise of warrants.
|
|
(94) | Comprised of (i) 5 shares of Series A Preferred Stock that are convertible into 13,587 shares of common stock, which were purchased for an aggregate purchase price of $25,000, (ii) 2,393 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 2,393 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 599 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. | |
(95) | Comprised of 2,393 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 2,393 shares of common stock issuable upon the exercise of warrants. | |
(96) | Includes 599 shares of common stock issuable upon the exercise of warrants. |
(97)
|
Comprised of (i) 5 shares of Series A Preferred Stock that are convertible into 13,587 shares of common stock, which were purchased for an aggregate purchase price of $25,000, (ii) 2,393 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 2,393 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 599 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.
|
|
|
(98)
|
Comprised of 2,393 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 2,393 shares of common stock issuable upon the exercise of warrants.
|
(99)
|
Includes 599 shares of common stock issuable upon the exercise of warrants.
|
|
|
(100)
|
Comprised of (i) 20 shares of Series B Preferred Stock that are convertible into 49,505 shares of common stock, which were purchased for an aggregate purchase price of $100,000, (ii) 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 4,785 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 1,197 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.
|
|
|
(101)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 4,785 shares of common stock issuable upon the exercise of warrants.
|
(102)
|
Includes 1,197 shares of common stock issuable upon the exercise of warrants.
|
|
|
(103)
|
Comprised of 2,871 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 2,871 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 718 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.
|
(104)
|
Comprised of 2,871 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 2,871 shares of common stock issuable upon the exercise of warrants.
|
(105)
|
Comprised of 718 shares of common stock issuable upon the exercise of warrants.
|
|
|
(106)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 4,785 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 1,197 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.
|
|
|
(107)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 4,785 shares of common stock issuable upon the exercise of warrants.
|
|
|
(108)
|
Comprised of 1,197 shares of common stock issuable upon the exercise of warrants.
|
|
|
(109)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 4,785 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 1,197 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.
|
|
|
(110)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 4,785 shares of common stock issuable upon the exercise of warrants.
|
|
|
(111)
|
Comprised of 1,197 shares of common stock issuable upon the exercise of warrants.
|
|
|
(112)
|
Comprised of (i) 5 shares of Series B Preferred Stock that are convertible into 24,752 shares of common stock, which were purchased for an aggregate purchase price of $25,000, (ii) 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 4,785 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 1,197 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.
|
|
|
(113)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 4,785 shares of common stock issuable upon the exercise of warrants.
|
(114)
|
Includes 1,197 shares of common stock issuable upon the exercise of warrants.
|
(115)
|
Comprised of 9,570 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 9,570 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 2,393 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.
|
(116)
|
Comprised of 9,570 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 9,570 shares of common stock issuable upon the exercise of warrants.
|
(117)
|
Comprised of 2,393 shares of common stock issuable upon the exercise of warrants.
|
|
|
(118)
|
Comprised of (i) 5 shares of Series A Preferred Stock that are convertible into 13,587 shares of common stock, which were purchased for an aggregate purchase price of $25,000, (ii) 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii) 11,962 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv) 2,991 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.
|
|
|
(119)
|
Comprised of 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 11,962 shares of common stock issuable upon the exercise of warrants.
|
(120)
|
Includes 2,991 shares of common stock issuable upon the exercise of warrants.
|
|
|
(121)
|
Comprised of 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 11,962 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 2,991 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.
|
|
|
(122)
|
Comprised of 11,962 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 11,962 shares of common stock issuable upon the exercise of warrants.
|
(123)
|
Comprised of 2,991 shares of common stock issuable upon the exercise of warrants.
|
|
|
(124)
|
Comprised of 23,924 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 23,924 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 5,981 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.
|
|
|
(125)
|
Comprised of 23,924 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 23,924 shares of common stock issuable upon the exercise of warrants.
|
(126)
|
Comprised of 5,981 shares of common stock issuable upon the exercise of warrants.
|
|
|
(127)
|
Comprised of 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 47,847 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 11,962 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.
|
|
|
(128)
|
Comprised of 47,847 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 47,847 shares of common stock issuable upon the exercise of warrants.
|
(129)
|
Comprised of 11,962 shares of common stock issuable upon the exercise of warrants.
|
(130)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 4,785 shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and 1,197 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.
|
|
|
(131)
|
Comprised of 4,785 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 4,785 shares of common stock issuable upon the exercise of warrants.
|
(132)
|
Comprised of 1,197 shares of common stock issuable upon the exercise of warrants.
|
(133)
|
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. On January 17, 2013, we engaged Laidlaw & Co (UK) Ltd to serve as our placement agent in connection with the private placement of our Series C Preferred Stock and the related warrants. In connection with such private placement, we paid Laidlaw & Co (UK) Ltd a fee of $166,860 and we issued it a five-year warrant to purchase 177,057 shares of our common stock, at an initial exercise price of $2.61 per share.
|
|
|
(134)
|
Represents shares of common stock issuable upon the exercise of warrants.
|
·
|
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.
|
·
|
any breach of the director’s duty of loyalty to the corporation or its stockholders;
|
·
|
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;
|
·
|
violation of certain provisions of the Delaware General Corporation Law;
|
·
|
any transaction from which the director derived an improper personal benefit; or
|
·
|
any act or omission prior to the adoption of such a provision in the certificate of incorporation.
|
·
|
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-6
|
|
F-7
|
F-22 | |
F-23 | |
F-24 | |
F-25 | |
F-26 |
BIOSIG
TECHNOLOGIES, INC.
|
||||||||
(a development stage company)
|
||||||||
BALANCE SHEETS
|
||||||||
DECEMBER 31, 2012 AND 2011
|
||||||||
2012
|
2011
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 24,237 | $ | 69,020 | ||||
Prepaid expenses
|
33,125 | 82,118 | ||||||
Capitalized financing costs
|
212 ,635 | 84,167 | ||||||
Total current assets
|
269,997 | 235,305 | ||||||
Property and equipment, net
|
30,209 | 24,752 | ||||||
Other assets:
|
||||||||
Deposits
|
25 ,000 | 25,000 | ||||||
Total assets
|
$ | 325,206 | $ | 285,057 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 472,882 | $ | 35,725 | ||||
Advances, related party
|
27,040 | 27,040 | ||||||
Note pa
yable, related party
|
3 0,000 | - | ||||||
Liability to placement agent
|
94,500 | - | ||||||
Dividends payable
|
117,751 | 26,892 | ||||||
Total cur
rent liabilities
|
742,173 | 89,657 | ||||||
Long term liabilities:
|
||||||||
Deferred rent payable
|
5,067 | 5,067 | ||||||
Note payable, related party
|
218,000 | - | ||||||
Convertible bridge notes payable, $225,000 related party
|
613,812 | - | ||||||
Redeemable Series A preferred stock
|
922,000 | 922,000 | ||||||
Redeemable Series B preferred stock
|
887,500 | 100,000 | ||||||
Total long term liabilities
|
2,646,379 | 1,027,067 | ||||||
Total liabilities
|
3,388,552 | 1,116,724 | ||||||
Commitments and contingencies
|
||||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.0
01 par value, authorized 1,000,000 shares
|
||||||||
Common stock, $0.001 par value, authorized 50,000,00
0 and 10,000,000 shares as of December 31, 2012 and 2011, respectively, 8,166,238 and 8,136,238 issued and outstanding as of December 31, 2012 and 2011, respectively
|
8, 166 | 8,136 | ||||||
Additional paid in capital
|
833,647 | 588,354 | ||||||
Deficit accumulated during development stage
|
(3,905,159 | ) | (1,428,157 | ) | ||||
Total stockholders' deficit
|
(3,063,346 | ) | (831,667 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 325,206 | $ | 285,057 | ||||
BIOSIG
TECHNOLOGIES, INC.
|
||||||||||||
(a development stage company)
|
||||||||||||
STATEMENTS OF OPERATIONS
|
||||||||||||
From February 24,
|
||||||||||||
2009 (date of
|
||||||||||||
Year ended Decemb
er 31,
|
inception) to
|
|||||||||||
2012
|
2011
|
December 31, 2012
|
||||||||||
Operating expenses:
|
||||||||||||
Research and development
|
$ | 888,948 | $ | 582,525 | $ | 1,471,473 | ||||||
General and administrative
|
1,363,007 | 484,127 | 2,097,190 | |||||||||
Depreciation
|
10,020 | 6,795 | 16,815 | |||||||||
Total operating expenses
|
2,261,975 | 1,073,447 | 3,585,478 | |||||||||
Net loss from operations
|
(2,261,975 | ) | (1,073,447 | ) | (3,585,478 | ) | ||||||
Other income (expense):
|
||||||||||||
Interest income (expense)
|
(18,286 | ) | 171 | (18,115 | ) | |||||||
Financing costs
|
(105,881 | ) | (77,933 | ) | (183,814 | ) | ||||||
Net loss before income taxes
|
(2,386,142 | ) | (1,151,209 | ) | (3,787,407 | ) | ||||||
Income taxes (benefit)
|
- | - | - | |||||||||
Net loss
|
(2,386,142 | ) | (1,151,209 | ) | (3,787,407 | ) | ||||||
Preferred stock dividend
|
(90,860 | ) | (26,892 | ) | (117,752 | ) | ||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS’
|
$ | (2,477,002 | ) | $ | (1,178,101 | ) | $ | (3,905,159 | ) | |||
Net loss per common share, basic and diluted
|
$ | (0.30 | ) | $ | (0.18 | ) | ||||||
Weighted average number of common shares outstanding, basic and diluted
|
8,142,222 | 6,650,026 | ||||||||||
BIOSIG
TECHNOLOGIES, INC.
|
||||||||||||||||||||||||||||||||||||
(a development stage company)
|
||||||||||||||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||||||||||||||
FROM FEBRUARY 24, 2009 (DATE OF INCEPTION) TO DECEMBER 31, 2012
|
||||||||||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||||||||||||||||||
Common stock
|
Shares subscribed
|
Shares to be issued
|
Paid in
|
Development
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||||||||
Common stock i
ssued to founders
|
4,000,000 | $ | 4,000 | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 4,000 | ||||||||||||||||||||
Co
mmon stock issuable to founders
|
- | - | - | - | 3,400,000 | 3,400 | - | - | 3,400 | |||||||||||||||||||||||||||
Donated cap
ital
|
- | - | - | - | - | - | 100 | - | 100 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (104,584 | ) | (104,58 4 | ) | |||||||||||||||||||||||||
Balance, December 31, 2009
|
4,000,000 | 4,000 | - | - | 3,400,000 | 3,400 | 100 | (104,584 | ) | (97,084 | ) | |||||||||||||||||||||||||
Proceeds from common stock subscription
|
- | - | 37,500 | 30,000 | - | - | - | - | 30,000 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (145,472 | ) | (145,472 | ) | |||||||||||||||||||||||||
Balance, December 31, 2010
|
4,000,000 | 4,000 | 37,500 | 30,000 | 3,400,000 | 3,400 | 100 | (250,056 | ) | (212,556 | ) | |||||||||||||||||||||||||
Sale of common stock
|
153,125 | 153 | (37,500 | ) | (30,000 | ) | - | - | 122,347 | - | 92,500 | |||||||||||||||||||||||||
Common stock issued for services rendered
|
408,113 | 408 | - | - | - | - | 326,082 | - | 326,490 | |||||||||||||||||||||||||||
Common stock issued for future services
|
175,000 | 175 | - | - | - | - | 139,825 | - | 140,000 | |||||||||||||||||||||||||||
Common stock issued to founders
|
3,400,000 | 3,400 | - | - | (3,400,000 | ) | (3,400 | ) | - | - | - | |||||||||||||||||||||||||
Preferred stock dividend
|
- | - | - | - | - | - | - | (26,892 | ) | (26,892 | ) | |||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (1,151,209 | ) | (1,151,209 | ) | |||||||||||||||||||||||||
Balance, December 31, 2011
|
8,136,238 | 8,136 | - | - | - | - | 588,354 | (1,428,157 | ) | (831,667 | ) | |||||||||||||||||||||||||
Common stock issued for services rendered
|
30,000 | 30 | - | - | - | - | 59,970 | - | 60,000 | |||||||||||||||||||||||||||
Fair value of vested options
|
- | - | - | - | - | - | 185,323 | - | 185,323 | |||||||||||||||||||||||||||
Preferred stock dividend
|
- | - | - | - | - | - | - | (90,860 | ) | (90,860 | ) | |||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (2,386,142 | ) | (2,386,142 | ) | |||||||||||||||||||||||||
Balance, December 31, 2012
|
8,166,238 | $ | 8,166 | - | $ | - | $ | - | $ | - | $ | 833,647 | $ | (3,905,159 | ) | $ | (3,063,346 | ) | ||||||||||||||||||
BIOSIG
TECHNOLOGIES, INC.
|
||||||||||||
(a development stage company)
|
||||||||||||
STATEMENTS OF CASH FLOWS
|
||||||||||||
From February 24,
|
||||||||||||
2009 (date of
|
||||||||||||
Year ended December 31,
|
inception) to
|
|||||||||||
2012
|
2011
|
December 31, 2012
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss attributable to common stockholders
|
$ | (2,386,142 | ) | $ | (1,151,209 | ) | $ | (3,787,407 | ) | |||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||||||
Depreciation
|
10,020 | 6,795 | 16,815 | |||||||||
Amortization of financing costs
|
105,881 | 77,933 | 183,814 | |||||||||
Stock based compensation
|
314,316 | 384,372 | 706,088 | |||||||||
Donated capital
|
- | - | 100 | |||||||||
(Increase) in prepaid expenses
|
(20,000 | ) | - | (20,000 | ) | |||||||
Increase (Decrease) in accounts payable and accrued expenses
|
450,969 | (158,385 | ) | 486,694 | ||||||||
Decease in accrued expenses, related party
|
- | (2,940 | ) | - | ||||||||
Increase in deferred rent payable
|
- | 5,067 | 5,067 | |||||||||
Net cash used in operating activities
|
(1,524,956 | ) | (838,367 | ) | (2,408,829 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of property and equipment
|
(15,477 | ) | (31,547 | ) | (47,024 | ) | ||||||
Payment of long term deposit
|
- | (25,000 | ) | (25,000 | ) | |||||||
Net cash used in investing activity
|
(15,477 | ) | (56,547 | ) | (72,024 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from notes payable, related party
|
248,000 | 5,500 | 275,040 | |||||||||
Proceeds from convertible bridge notes payable
|
600,000 | - | 600,000 | |||||||||
Net proceeds from the sale of Series A preferred stock
|
- | 788,400 | 788,400 | |||||||||
Net proceeds from the sale of Series B preferred stock
|
647,650 | 71,500 | 719,150 | |||||||||
Proceeds from sale of common stock
|
- | 92,500 | 122,500 | |||||||||
Net cash provided by financing activities
|
1,495,650 | 957,900 | 2,505,090 | |||||||||
Net (decrease) increase in cash and cash equivalents
|
(44,783 | ) | 62,986 | 24,237 | ||||||||
Cash and cash equivalents, beginning of the period
|
69,020 | 6,034 | - | |||||||||
Cash and cash equivalents, end of the period
|
$ | 24,237 | $ | 69,020 | $ | 24,237 | ||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Cash paid during the period for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid during the period for income taxes
|
$ | - | $ | - | $ | - |
2012
|
2011
|
|||||||
Computer equipment
|
$ | 39,221 | $ | 24,735 | ||||
Furniture and fixtures
|
7,803 | 6,813 | ||||||
Total
|
47,024 | 31,548 | ||||||
Less accumulated depreciation
|
(16,815 | ) | (6,795 | ) | ||||
$ | 30,209 | $ | 24,752 |
2012
|
2011
|
|||||||
Accrued accounting and legal
|
$ | 120,922 | $ | 35,725 | ||||
Accrued reimbursements
|
44,338 | - | ||||||
Accrued consulting
|
111,546 | - | ||||||
Accrued research and development expenses
|
68,120 | - | ||||||
Accrued credit card obligations
|
21,844 | - | ||||||
Accrued payroll
|
101,621 | - | ||||||
Accrued interest
|
4,491 | - | ||||||
$ | 472,882 | $ | 35,725 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Prices
|
Outstanding
|
(Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$
|
2.00
|
1,273,927
|
6.57
|
$
|
2.00
|
-
|
$
|
2.00
|
Number of
Shares
|
Weighted
Average
Price
Per Share
|
|||||||
Outstanding at December 31, 2010:
|
-
|
$
|
-
|
|||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2011:
|
-
|
-
|
||||||
Granted
|
1,273,927
|
2.00
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2012:
|
1,273,927
|
$
|
2.00
|
Dividend yield:
|
-0- | % | ||
Volatility
|
108.60% to 111.78 | % | ||
Risk free rate:
|
0.97% to 1.14 | % | ||
Expected life:
|
7 years
|
|||
Estimated fair value of the Company’s common stock
|
$2.00
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Prices
|
Outstanding
|
(Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$
|
2.00
|
25,000
|
6.72
|
$
|
2.00
|
25,000
|
$
|
2.00
|
Number of
Shares
|
Weighted
Average
Price
Per Share
|
|||||||
Outstanding at December 31, 2010:
|
-
|
$
|
-
|
|||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2011:
|
-
|
-
|
||||||
Granted
|
25,000
|
2.00
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2012:
|
25,000
|
$
|
2.00
|
Dividend yield:
|
-0- | % | ||
Volatility
|
111.78 | % | ||
Risk free rate:
|
0.97 | % | ||
Expected term:
|
7 years
|
|||
Estimated fair value of the Company’s common stock
|
$ | 2.00 |
2012
|
2011
|
|||||||
Net loss available to Common stockholders
|
$ | (2,477,002 | ) | $ | (1,178,101 | ) | ||
Basic and diluted earnings (loss) per share
|
$ | (0.30 | ) | $ | (0.18 | ) | ||
Weighted average common shares outstanding
|
8,142,222 | 6,650,026 |
Year Ending December 31,
|
||||
2013
|
$ | 63,256 | ||
2014
|
44,304 | |||
$ | 107,560 |
Statutory rate on pre-tax book loss
|
(34.00 | )% | ||
Stock based compensation
|
11.70 | % | ||
Financing costs
|
2.40 | % | ||
Valuation allowance
|
19.90 | % | ||
0.00 | % |
Non-Current deferred tax asset:
|
||||
Net operating loss carry-forwards
|
$
|
900,000
|
||
Valuation allowance
|
(900,000)
|
|||
Net non-current deferred tax asset
|
$
|
-
|
1.
|
Include the accounting policy for capitalized financing costs in Note 1.
|
2.
|
Revise the disclosure of the stock-based compensation disclosure in Note 1.
|
3.
|
Enhance the disclosure included in Note 8, 9 and 10.
|
BIOSIG
TECHNOLOGIES
, INC.
|
||||||||||||||||||||
(a development stage company)
|
||||||||||||||||||||
CONDENSED STATEMENTS OF OPERATIONS
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
From February 24,
|
||||||||||||||||||||
2009 (date of
|
||||||||||||||||||||
Three months ended | Nine months ended | inception) to | ||||||||||||||||||
September 30,
|
September 30,
|
September 30, | ||||||||||||||||||
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research and development
|
$ | 289,964 | $ | 290,892 | $ | 774,810 | $ | 815,273 | $ | 2,246,283 | ||||||||||
General and administrative
|
509,285 | 342,496 | 4,570,716 | 640,053 | 6,667,906 | |||||||||||||||
Depreciation
|
4,473 | 3,386 | 12,424 | 9,077 | 29,239 | |||||||||||||||
Total operating expenses
|
803,722 | 636,774 | 5,357,950 | 1,464,403 | 8,943,428 | |||||||||||||||
Net loss from operations
|
(803,722 | ) | (636,774 | ) | (5,357,950 | ) | (1,464,403 | ) | (8,943,428 | ) | ||||||||||
Other income (expense):
|
||||||||||||||||||||
Interest income (expense)
|
(69 | ) | 3 | (20,604 | ) | 17 | (38,719 | ) | ||||||||||||
Financing costs
|
(1,790,533 | ) | (26,471 | ) | (2,765,599 | ) | (79,411 | ) | (2,949,413 | ) | ||||||||||
Net loss before income taxes
|
(2,594,324 | ) | (663,242 | ) | (8,144,152 | ) | (1,543,797 | ) | (11,931,559 | ) | ||||||||||
Income taxes (benefit)
|
- | - | - | - | - | |||||||||||||||
Net loss
|
(2,594,324 | ) | (663,242 | ) | (8,144,152 | ) | (1,543,797 | ) | (11,931,559 | ) | ||||||||||
Preferred stock dividend
|
(84,563 | ) | (22,805 | ) | (211,323 | ) | (68,055 | ) | (329,075 | ) | ||||||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$ | (2,678,887 | ) | $ | (686,047 | ) | $ | (8,355,475 | ) | $ | (1,611,852 | ) | $ | (12,260,634 | ) | |||||
Net loss per common share, basic and diluted
|
$ | (0.33 | ) | $ | (0.08 | ) | $ | (1.02 | ) | $ | (0.20 | ) | ||||||||
Weighted average number of common shares outstanding, basic and diluted
|
8,192,898 | 8,144,553 | 8,184,634 | 8,139,030 | ||||||||||||||||
See the accompanying notes to the unaudited condensed financial statements
|
BIOSIG
TECHNOLOGIES
, INC.
|
||||||||||||||||||||
(a development stage company)
|
||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||
FROM JANUARY 1, 2013 TO SEPTEMBER 30, 2013
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||
Common stock
|
Paid in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
Balance, December 31, 2012
|
8,166,238 | $ | 8,166 | $ | 833,647 | $ | (3,905,159 | ) | $ | (3,063,346 | ) | |||||||||
Common stock issued for services rendered
|
21,412 | 22 | 44,729 | - | 44,751 | |||||||||||||||
Common stock issued as payment for accrued interest to note holders at $2.09 per share
|
8,941 | 9 | 18,668 | - | 18,677 | |||||||||||||||
Beneficial conversion feature in connection with note payable
|
- | - | 20,000 | - | 20,000 | |||||||||||||||
Beneficial conversion feature and warrants issued in connection with the Series C Preferred Stock
|
- | - | 2,404,830 | - | 2,404,830 | |||||||||||||||
Fair value of warrants issued to Series C investors for certificate of designation amendment
|
- | - | 1,074,833 | - | 1,074,833 | |||||||||||||||
Fair value of warrants issued for services
|
- | - | 916,677 | - | 916,677 | |||||||||||||||
Fair value of vested options
|
- | - | 2,947,615 | - | 2,947,615 | |||||||||||||||
Preferred stock dividend
|
- | - | - | (211,323 | ) | (211,323 | ) | |||||||||||||
Net loss
|
- | - | - | (8,144,152 | ) | (8,144,152 | ) | |||||||||||||
Balance, September 30, 2013
|
8,196,591 | $ | 8,197 | $ | 8,260,999 | $ | (12,260,634 | ) | $ | (3,991,438 | ) | |||||||||
See the accompanying notes to the unaudited condensed financial statements
|
BIOSIG
TECHNOLOGIES
, INC.
|
||||||||||||
(a development stage company)
|
||||||||||||
CONDENSED STATEMENTS OF CASH FLOWS
|
||||||||||||
(unaudited)
|
||||||||||||
From February 24,
|
||||||||||||
2009 (date of
|
||||||||||||
Nine months ended
|
inception) to
|
|||||||||||
September 30, | September 30, | |||||||||||
2013
|
2012
|
2013
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss attributable to common stockholders
|
$ | (8,144,152 | ) | $ | (1,543,797 | ) | $ | (11,931,559 | ) | |||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||||||
Depreciation
|
12,424 | 9,077 | 29,239 | |||||||||
Amortization of debt discount
|
1,710,766 | 79,411 | 1,894,580 | |||||||||
Stock based compensation
|
3,005,491 | 150,152 | 3,711,579 | |||||||||
Fair value of warrants issued in connection with Series C preferred stock modification
|
1,074,833 | - | 1,074,833 | |||||||||
Fair value of warrants issued for services
|
837,243 | - | 837,243 | |||||||||
Donated capital
|
- | - | 100 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses
|
- | - | (20,000 | ) | ||||||||
Accounts payable
|
(165,515 | ) | 121,996 | 321,179 | ||||||||
Deferred rent payable
|
- | - | 5,067 | |||||||||
Net cash used in operating activities
|
(1,668,910 | ) | (1,183,161 | ) | (4,077,739 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of property and equipment
|
(11,716 | ) | (12,179 | ) | (58,740 | ) | ||||||
Payment of long term deposit
|
- | - | (25,000 | ) | ||||||||
Net cash used in investing activity
|
(11,716 | ) | (12,179 | ) | (83,740 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from notes payable, related party
|
- | - | 275,040 | |||||||||
Proceeds from convertible bridge notes payable
|
- | 330,000 | 600,000 | |||||||||
Net proceeds from the sale of Series A preferred stock
|
- | - | 788,400 | |||||||||
Net proceeds from the sale of Series B preferred stock
|
- | 647,650 | 719,150 | |||||||||
Net proceeds from the sale of Series C preferred stock and warrants
|
1,768,410 | 1,768,410 | ||||||||||
Proceeds from sale of common stock
|
- | - | 122,500 | |||||||||
Payments of related party notes
|
(30,000 | ) | - | (30,000 | ) | |||||||
Payments of related party advances
|
(16,540 | ) | 160,500 | (16,540 | ) | |||||||
Net cash provided by financing activities
|
1,721,870 | 1,138,150 | 4,226,960 | |||||||||
Net (decrease) increase in cash and cash equivalents
|
41,244 | (57,190 | ) | 65,481 | ||||||||
Cash and cash equivalents, beginning of the period
|
24,237 | 69,020 | - | |||||||||
Cash and cash equivalents, end of the period
|
$ | 65,481 | $ | 11,830 | $ | 65,481 | ||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Cash paid during the period for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid during the period for income taxes
|
$ | - | $ | - | $ | - | ||||||
Non cash investing and financing activities:
|
||||||||||||
Common stock issued in settlement of accrued interest
|
$ | 18,677 | $ | - | $ | 18,677 | ||||||
Convertible bridge notes payable exchanged for preferred shares
|
$ | 600,000 | $ | - | $ | 600,000 | ||||||
See the accompanying notes to the unaudited condensed financial statements
|
September 30, 2013
|
December 31,
2012
|
|||||||
Computer equipment
|
$ | 50,937 | $ | 39,221 | ||||
Furniture and fixtures
|
7,803 | 7,803 | ||||||
Subtotal
|
58,740 | 47,024 | ||||||
Less accumulated depreciation
|
(29,239 | ) | (16,815 | ) | ||||
Property and equipment, net
|
$ | 29,501 | $ | 30,209 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Prices
|
Outstanding
|
(Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$
|
2.00
|
1,273,927
|
5.82
|
$
|
2.00
|
250,821
|
$
|
2.00
|
||||||||||||||
2.09
|
1,218,300
|
6.32
|
2.09
|
1,061,364
|
2.09
|
|||||||||||||||||
2,492,227
|
6.06
|
2.04
|
1,312,185
|
2.07
|
Number of
Shares
|
Weighted
Average
Price
Per Share
|
|||||||
Outstanding at December 31, 2011:
|
-
|
$
|
-
|
|||||
Granted
|
1,273,927
|
2.00
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2012:
|
1,273,927
|
2.00
|
||||||
Granted
|
1,218,300
|
2.09
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at September 30, 2013:
|
2,492,227
|
$
|
2.04
|
Dividend yield:
|
-0- | % | ||
Volatility
|
110.70% to 115.03 % | |||
Risk free rate:
|
1.07% to 1.25 % | |||
Expected life:
|
7 years
|
|||
Estimated fair value of the Company’s common stock
|
$ | 2.09 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Prices
|
Outstanding
|
(Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$
|
2.00
|
25,000
|
5.97
|
$
|
2.00
|
25,000
|
$
|
2.00
|
||||||||||||||
2.09
|
473,750
|
9.33
|
2.09
|
345,486
|
2.09
|
|||||||||||||||||
498,750
|
9.16
|
2.09
|
370,486
|
2.08
|
Number of
Shares
|
Weighted
Average
Price
Per Share
|
|||||||
Outstanding at December 31, 2011:
|
-
|
$
|
-
|
|||||
Granted
|
25,000
|
2.00
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2012:
|
25,000
|
2.00
|
||||||
Granted
|
473,750
|
2.09
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at September 30, 2013:
|
498,750
|
$
|
2.09
|
Dividend yield:
|
-0- | % | ||
Volatility
|
110.18% to 115.03 % | |||
Risk free rate:
|
1.23% to 2.64 % | |||
Expected term:
|
7 to 10 years
|
|||
Estimated fair value of the Company’s common stock
|
$ | 2.09 |
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||||
Weighted Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Prices
|
Outstanding
|
(Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$
|
0.001
|
383,320
|
6.27
|
$
|
0.001
|
383,320
|
$
|
0.001
|
||||||||||||||
1.84
|
35,076
|
4.29
|
1.84
|
35,076
|
1.84
|
|||||||||||||||||
2.02
|
30,755
|
4.29
|
2.02
|
30,755
|
2.02
|
|||||||||||||||||
2.61
|
2,138,800
|
4.65
|
2.61
|
2,138,800
|
2.61
|
|||||||||||||||||
2,587,951
|
4.88
|
1.96
|
2,587,951
|
2.21
|
Number of
Shares
|
Weighted
Average
Price
Per Share
|
|||||||
Outstanding at December 31, 2011:
|
-
|
$
|
-
|
|||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2012:
|
-
|
-
|
||||||
Granted
|
2,587,951
|
2.21
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at June 30, 2013:
|
2,587,951
|
$
|
2.21
|
Dividend yield:
|
-0- | % | ||
Volatility
|
114.99 | % | ||
Risk free rate:
|
1.31 | % | ||
Expected life:
|
7 years
|
|||
Estimated fair value of the Company’s common stock
|
$ | 2.09 |
Dividend yield:
|
-0- | % | ||
Volatility
|
123.30 | % | ||
Risk free rate:
|
0.72 | % | ||
Expected life:
|
5 years
|
|||
Estimated fair value of the Company’s common stock
|
$ | 2.09 |
Dividend yield:
|
-0- | % | ||
Volatility
|
125.33 | % | ||
Risk free rate:
|
1.40 | % | ||
Expected life:
|
5 years
|
|||
Estimated fair value of the Company’s common stock
|
$ | 2.09 |
Securities and Exchange Commission Registration Fee
|
$
|
894.28
|
||
Accounting Fees and Expenses
|
$
|
12,500
|
||
Legal Fees and Expenses
|
50,000
|
|||
Printing Expenses
|
$
|
6,000
|
||
Miscellaneous Fees and Expenses
|
2,605.72
|
|||
Total
|
$
|
72,000
|
Exhibit No.
|
Description
|
3.1**
|
Amended and Restated Certificate of Incorporation
|
3.2**
|
Certificate of Amendment of
the
Amended and Restated Certificate of Incorporation (Amendment No. 1)
|
3.3**
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation (Amendment No. 2)
|
3.4**
|
By-Laws
|
3.5
|
|
5.1*
|
Opinion of Haynes and Boone, LLP
|
10.1**
|
BioSig Technologies, Inc. 2012 Equity Incentive Plan
|
10.2**
|
Form of Stock Option Agreement
|
10.3**
|
Securities Purchase Agreement, dated September 19, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
10.4**
|
Securities Purchase Agreement, dated December 27, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
10.5
**
|
Securities Purchase Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
10.6
**
|
Registration Rights Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
10.7**
|
Form of Warrant
|
10.8**
|
Amendment Agreement No. 1 to Securities Purchase Agreement and Registration Rights Agreement, dated February 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
|
|
10.9**
|
Amendment Agreement No. 2 to Securities Purchase Agreement, dated April 12, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
|
|
10.10**
|
Amendment Agreement No. 3 to Securities Purchase Agreement and Registration Rights Agreement, dated June 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
|
|
10.11**
|
Office Lease Agreement, dated August 9, 2011, by and between BioSig Technologies, Inc. and Douglas Emmett 1993, LLC
|
|
|
10.12**
|
Employment Agreement, dated March 1, 2013, by and between BioSig Technologies, Inc. and Kenneth Londoner
|
|
|
10.13**
|
Employment Agreement, dated March 1, 2013, by and between BioSig Technologies, Inc. and Budimir Drakulic
|
|
|
10.14**
|
Indemnity Agreement, dated May 2, 2013 by and between BioSig Technologies, Inc. and Seth H. Z. Fischer
|
|
|
10.15**
|
Consulting Agreement, dated August 1, 2012, by and between BioSig Technologies, Inc. and Asher Holzer
|
|
|
10.16**
|
Consulting Agreement, dated March 30, 2012, by and between BioSig Technologies, Inc. and Mauricio Arruda
|
|
|
10.17**
|
Consulting Agreement, dated February 12, 2013, by and between BioSig Technologies, Inc. and Rony Shimony
|
|
|
10.18**
|
Consulting Agreement, dated April 1, 2013, by and between BioSig Technologies, Inc. and Vivek Reddy
|
10.19**
|
Unsecured Promissory Note made by BioSig Technologies, Inc. in favor
of
Kenneth Londoner, dated November 21, 2012
|
10.20**
|
Form of Bridge Note
|
10.21**
|
Promissory Note made by BioSig Technologies, Inc. in favor
of
Kenneth Londoner, dated December 6, 2012
|
10.22
**
|
Employment Agreement, dated September 10, 2013, by and between BioSig Technologies, Inc. and David J. Drachman
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
16.1**
|
Letter of Rosenberg Rich Baker Berman & Company, dated July 22, 2013
|
23.1
|
Consent of Rosenberg Rich Baker Berman & Company
|
23.2*
|
Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
|
24.1**
|
Power of Attorney (included on signature page)
|
|
BIOSIG TECHNOLOGIES, INC.
|
|
|
|
|
|
By:
|
/s/ Kenneth L . Londoner
|
|
|
Name: Kenneth L . Londoner
|
|
|
Title: Executive Chairman
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kenneth L . Londoner
|
|
Executive Chairman and Director
|
|
January 21 , 2014
|
Kenneth L. Londoner
|
|
(principal executive officer)
|
|
|
*
|
|
Chief Financial Officer
|
|
January 21, 2014
|
Steve Chaussy
|
|
(principal financial and accounting officer)
|
|
|
*
|
|
Director
|
|
January 21, 2014
|
Asher Holzer |
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 21, 2014
|
Kalyanam Shivkumar
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 21, 2014
|
Roy Tanaka
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 21, 2014
|
Jeffrey O’Donnell
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 21, 2014
|
Jonathan Steinhouse
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
January 21, 2014
|
Seth H. Z. Fischer
|
|
|
|
|
|
|
|
|
1.
|
In Exhibit C of the Charter, the definition of “Exempt Issuance” shall be deleted in its entirety and replaced with the following:
|
2.
|
In Exhibit C of the Charter, the definition of “Permitted Indebtedness” shall be deleted in its entirety and replaced with the following:
|
1)
|
The definition of “
Exempt Issuance
” in the Securities Purchase Agreement shall be amended to add the following at the end of the definition: “or (d) securities pursuant to such transaction entered into by the Company pursuant to the terms set forth on the term sheet attached as Exhibit A to the letter agreement between the Company and certain Purchasers, dated October 14, 2013”. If the Company issues any securities pursuant to the New Financing Transaction that include any ratchet anti-dilution protection rights, the Company shall grant such similar rights to the Investors.
|
2)
|
The Charter shall be amended as set forth on
Exhibit B
hereto.
|
3)
|
In consideration of each Investor’s agreement to the above sections 1 and 2, the Company shall issue to each Investor a five-year warrant, in the form of the Warrant, to purchase that number of shares of Common Stock equal to a fraction, (i) the numerator of which shall be the number of Underlying Shares with respect to the Preferred Stock acquired by such Investor under the Securities Purchase Agreement, and (ii) the denominator of which shall be four (4) (the “
October Amendment Warrant
”).
|
Very truly yours, | |
|
BioSig Technologies, Inc.
|
By: /s/ David J. Drachman | |
Name: David J. Drachman
|
|
Title: Chief Executive Officer
|
Name of Investor:
|
Names of Investors (if held jointly, as tenants in common, or as community property):
|
By:______________________________ | By: __________________________ |
Name: | Name: |
Title: | Title: |
By: __________________________ | |
Name:
|
|
Title:
|
CONFIDENTIAL
|
|
Issuer
:
|
BioSig Technologies, Inc. (the “
Company
”)
|
|
Security
:
|
Common Stock, par value $.001 per share (the “
Common
Stock
”)
|
|
Issuance Amount
:
|
A minimum of $500,000 and a maximum of $5 million with a $2 million overallotment option..
|
|
Price
Per Share
:
|
A price per share based on a targeted pre-money valuation of the Company of $36 million, which will equal a price of $2.45 per share (calculated on a fully diluted basis, including Common Stock underlying warrants issued to warrantholders pursuant to the Amendment Letter Agreement, dated October 14, 2013)
|
|
Termination Date
:
|
The offering will be completed by December 31, 2013, with an extension to January 31, 2014 at the option of Laidlaw & Company (UK) Ltd.
|
|
Warrants
:
|
The investors shall receive 50% warrant coverage for the shares of Common Stock issued at the closing. These warrants shall have an exercise price based on a targeted $54 million valuation of the Company, which will equal an exercise price of $3.67 per share (calculated on a fully diluted basis, including Common Stock underlying warrants issued to warrantholders pursuant to the Amendment Letter Agreement, dated October 14, 2013). Warrant shall be cashless exercise and have a term of 5 years. In addition, the warrant shall contain a provisions that protects their holders against dilution by adjustment of the purchase price and shares exercisable in certain events such as stock dividends, stock splits and other similar events.
|
|
Registration Rights
|
Client will be required to file within 45 days of the Offering Termination Date (the “Filing Deadline”) a registration statement (the “Registration Statement”) registering for resale all shares of Common Stock of Client issued as part of the Units and all shares of shares of Common Stock of Client issuable upon exercise of the Investor Warrants and Laidlaw Warrants (collectively, the “Registrable Shares”) The Client also agrees that holders of the Registrable Shares will hold the right of being removed last from the Registration Statement as a result of an SEC review. The holders of any Registrable Shares removed from the Registration Statement as a result of a Rule 415 or other comment from the SEC shall have “piggyback” registration rights for such Registrable Shares with respect to any registration statement filed by Client following the effectiveness of the Registration Statement which would permit the inclusion of such Registrable Shares. Company has agreed to use its reasonable best efforts to have the Registration declared effective within 30 days of being notified by the SEC that the Registration Statement will not be reviewed by the SEC (and in such case of no SEC review, not later than 60 days after the Filing Deadline) or within 180 days after the Filing Deadline in the event the SEC provides comments to the Registration Statement (the “Effectiveness Deadline”).
|
CONFIDENTIAL
|
|
If the Registration Statement is not filed on or before the Filing Deadline or declared effective on or before the Effectiveness Deadline or after the effective date of a Registration Statement, such Registration ceases for any reason to remain continuously effective as to all Registrable Securities included in such registration statement, or the holders are otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (the “Continuing Effectiveness”), then the Company shall pay to each holder of Registrable Shares an amount in cash equal to one-percent (1.0%) of such holder’s investment in the Offering on every thirty (30) day anniversary of such Filing Deadline failure, Effectiveness Deadline failure, or Continuing Effectiveness failure until such failure is cured. The payment amount shall be prorated for partial thirty (30) day periods. The maximum aggregate amount of payments to be made by the Client as the result of such failures, whether by reason of a Filing Deadline failure, Effectiveness Deadline failure Continuing Effectiveness failure, or any combination thereof, shall be an amount equal to 3% of each holder’s investment amount. Notwithstanding the foregoing, no payments shall be owed with respect to any period during which all of the holder’s Registrable Shares may be sold by such holder under Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144. Moreover, no such payments shall be due and payable with respect to any Registrable Shares if Client is unable to register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act.
The Client shall maintain the Registration Statement until all Registrable Securities covered by such Registration Statement have been sold, thereunder or pursuant to Rule 144 or until Rule 144 of the Securities Act is available to investors without volume or manner-of-sale restrictions pursuant to Rule 144, whichever is earlier.
|
|
Use of Proceeds:
|
General corporate purposes including growth initiatives and capital expenditures.
|
|
Governing law:
|
State of Delaware
|
|
Closing:
|
Closing will occur promptly upon negotiation of mutually acceptable definitive documentation.
|
|
Conditions to Closing:
|
Conditions to closing in favor of the Company: (i) execution and delivery of the transaction documents; (ii) delivery of the purchase price; (iii) representations and warranties of the investors are true and correct as of the closing; and (iv) the investors have satisfied all covenants required to be satisfied at or prior to the closing.
Conditions to closing in favor of the investors: (i) execution and delivery of the transaction documents; (ii) representations and warranties of the investors are true and correct as of the closing; (iii) the Company has satisfied all covenants required to be satisfied at or prior to the closing; (iv) an opinion from the Company’s counsel in a form agreed to by the parties, (v) delivery of the securities; (vi) board resolutions approving the transactions; (vii) good standing certificate of the Company; and (viii) transfer agent instructions have been delivered to and acknowledged by the Company’s transfer agent.
|
|
Confidentiality
:
|
This term sheet is confidential, and none of its provisions or terms shall be disclosed to anyone who is not a prospective purchaser of the securities contemplated herein, an officer or director of the Company or their agent, adviser, or legal counsel, unless required by law.
|
|
Documentation
:
|
The definitive documentation shall contain such additional and supplementary provisions, including, without limitation, certain representations, warranties, covenants, payments and remedies as are appropriate to preserve and protect economic benefits intended to be conveyed to the Company and the investors pursuant hereto.
|
1.
|
In Exhibit C of the Charter, the definition of “Exempt Issuance” shall be deleted in its entirety and replaced with the following:
|
2.
|
In Exhibit C of the Charter, the definition of “Permitted Indebtedness” shall be deleted in its entirety and replaced with the following:
|
(i)
|
this Agreement duly executed by such Purchaser;
|
(ii)
|
the Registration Rights Agreement duly executed by such Purchaser; and
|
(iii)
|
(A) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company, or (B) such original evidence of Indebtedness of the Company to such Purchaser in the amount of such Purchaser’s Subscription Amount for cancellation.
|
1.
|
the name of the Company, all fictional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, “
Marks''
);
|
2.
|
all patents, patent applications, and inventions and discoveries that may be patentable (collectively, “
Patents''
);
|
3.
|
all copyrights in both published works and published works (collectively, “
Copyrights
”);
|
4.
|
all rights in mask works (collectively, “
Rights in Mask Works''
); and
|
5.
|
all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints (collectively, “
Trade Secrets''
); owned, used, or licensed by the Company as licensee or licensor.
|
BIOSIG TECHNOLOGIES, INC.
|
Address for Notice:
12424 Wilshire Blvd., Suite 745
Los Angeles, CA 90025
|
By:
/s/ Kenneth L. Londoner
Name: Kenneth L. Londoner
Title: Executive Chairman
With a copy to (which shall not constitute notice):
|
Fax:
310-820-8115
|
Rick Werner, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza
26th Floor
New York, NY 10112
|
(i)
|
the Company fails to, or announces its intention not to, deliver common stock share certificates upon conversion of the Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
(ii)
|
the Company fails for any reason to pay in full the amount of cash due pursuant to the Company’s failure to deliver common stock share certificates upon conversion of the Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
(iii)
|
the Company fails to have available a sufficient number of authorized and unreserved shares of common stock to issue to upon a conversion of the Series C Preferred Stock,
|
(iv)
|
the Company fails to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Company’s 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 the 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)
|
the Company fails to complete a financing or series of related financings by February 12, 2014 that results in gross proceeds to the Company of at least $3 million at a valuation of at least $30 million,
|
(vi)
|
the Company is party to a change of control transaction,
|
(vii)
|
the Company files for bankruptcy or a similar arrangement or are adjudicated insolvent,
|
(viii)
|
at any time after February 12, 2014, the Company fails to maintain the listing of the Common Stock on a trading market for more than five trading days in any twelve month period, or
|
(ix)
|
the Company is subject to a judgment 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 common stock, Series A Preferred Stock or Series B Preferred Stock;
|
·
|
pay cash dividends to the Company’s stockholders; and
|
·
|
engage in transactions with affiliates.
|
(1)
|
SYSTEMS AND METHODS FOR EVALUATION OF ELECTROPHYSIOLOGY SYSTEMS; Filing Date: December 12, 2013; Application Number: 61/915,451
|
(2)
|
COMBINED ABLATION AND RECORDING UNIT; Filing Date: October 22, 2013; Application Number: 61/894,141
|
1.
Michael N. Emmerman
|
2.
Lau Family Fund LP
|
3.
Jonathan Steinhouse
|
4.
Kenneth L. Londoner
|
5.
R. Ian Chaplin
|
6.
Kenneth Epstein
|
7.
Jerome B. Zeldis
|
8.
Brio Capital Master Fund Ltd.
|
9.
Alpha Capital Anstalt
|
10.
Sterne Agee & Leach Inc C/F Maree Casatelli SEP IRA
|
11.
Ron D Craig
|
12.
Michael & Susan Engdall JTWROS
|
13.
David W Frost
|
14.
Phillip Todd Herndon
|
15.
Rex A Jones
|
16.
Nabil M Yazgi
|
17.
Portofino Ventures LP
|
18.
Thomas G Hoffman
|
19.
James W Lees
|
20.
Martin F Sauer
|
21.
Ray Weber
|
22.
Sterne Agee & Leach Inc C/F Raymond E Weber IRA
|
23.
Fourfathom Capital, LLC
|
24.
Michael B & Sheila J Carroll JTWROS
|
25.
Scott D. Gamble
|
26.
Brian E. Jones & Peggy A. Jones JTWROS
|
27.
David Patterson
|
28.
Herschel E. Johnson
|
29.
George & Karin Alexa Elefther JTWROS
|
30.
L. Dean Fox
|
31.
Sterne Agee & Leach Inc C/F John L Sommer IRA
|
32.
Sterne Agee & Leach Inc C/F David W Frost IRA
|
33.
Allan D Carlson
|
34.
Ian H Murray
|
35.
Sterne Agee & Leach Inc C/F Randy Payne IRA
|
36.
Dr. Richard & Anita Matter JTWROS
|
37.
Robert J Gray
|
38.
Randal E Margo
|
39.
Eugene E Eubank
|
40.
Robert W Baird & Co Inc TTEE FBO Brian Mark Miller ROTH IRA
|
41.
Sterne Agee & Leach Inc C/F Dr Gary W Chmielewski IRA
|
42.
Laidlaw & Co (UK) Ltd
|
(i)
|
First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder;
|
(ii)
|
Second, the Company shall reduce Registrable Securities represented by Warrant Shares and the shares of Common Stock underlying the Laidlaw Warrants (applied, in the case that some Warrant Shares and shares of Common Stock underlying the Laidlaw Warrants may be registered, to the Holders and Laidlaw on a pro rata basis based on the total number of unregistered Warrant Shares and shares of Common Stock underlying the Laidlaw Warrants held by such Holders and Laidlaw, collectively); and
|
(iii)
|
Third, the Company shall reduce Registrable Securities represented by the Purchase Agreement Shares (applied, in the case that some Purchase Agreement Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Purchase Agreement Shares held by such Holders).
|
BIOSIG TECHNOLOGIES, INC., A DELAWARE CORPORATION
|
By:
/s/ Kenneth L. Londoner
Name: Kenneth L. Londoner
Title: Executive Chairman
|
1.
Michael N. Emmerman
|
2.
Lau Family Fund LP
|
3.
Jonathan Steinhouse
|
4.
Kenneth L. Londoner
|
5.
R. Ian Chaplin
|
6.
Kenneth Epstein
|
7.
Jerome B. Zeldis
|
8.
Brio Capital Master Fund Ltd.
|
9.
Alpha Capital Anstalt
|
10.
Sterne Agee & Leach Inc C/F Maree Casatelli SEP IRA
|
11.
Ron D Craig
|
12.
Michael & Susan Engdall JTWROS
|
13.
David W Frost
|
14.
Phillip Todd Herndon
|
15.
Rex A Jones
|
16.
Nabil M Yazgi
|
17.
Portofino Ventures LP
|
18.
Thomas G Hoffman
|
19.
James W Lees
|
20.
Martin F Sauer
|
21.
Ray Weber
|
22.
Sterne Agee & Leach Inc C/F Raymond E Weber IRA
|
23.
Fourfathom Capital, LLC
|
24.
Michael B & Sheila J Carroll JTWROS
|
25.
Scott D. Gamble
|
26.
Brian E. Jones & Peggy A. Jones JTWROS
|
27.
David Patterson
|
28.
Herschel E. Johnson
|
29.
George & Karin Alexa Elefther JTWROS
|
30.
L. Dean Fox
|
31.
Sterne Agee & Leach Inc C/F John L Sommer IRA
|
32.
Sterne Agee & Leach Inc C/F David W Frost IRA
|
33.
Allan D Carlson
|
34.
Ian H Murray
|
35.
Sterne Agee & Leach Inc C/F Randy Payne IRA
|
36.
Dr. Richard & Anita Matter JTWROS
|
37.
Robert J Gray
|
38.
Randal E Margo
|
39.
Eugene E Eubank
|
40.
Robert W Baird & Co Inc TTEE FBO Brian Mark Miller ROTH IRA
|
41.
Sterne Agee & Leach Inc C/F Dr Gary W Chmielewski IRA
|
42.
Laidlaw & Co (UK) Ltd
|
1.
Michael N. Emmerman
|
2.
Lau Family Fund LP
|
3.
Jonathan Steinhouse
|
4.
Kenneth L. Londoner
|
5.
R. Ian Chaplin
|
6.
Kenneth Epstein
|
7.
Jerome B. Zeldis
|
8.
Brio Capital Master Fund Ltd.
|
9.
Alpha Capital Anstalt
|
10.
Sterne Agee & Leach Inc C/F Maree Casatelli SEP IRA
|
11.
Ron D Craig
|
12.
Michael & Susan Engdall JTWROS
|
13.
David W Frost
|
14.
Phillip Todd Herndon
|
15.
Rex A Jones
|
16.
Nabil M Yazgi
|
17.
Portofino Ventures LP
|
18.
Thomas G Hoffman
|
19.
James W Lees
|
20.
Martin F Sauer
|
21.
Ray Weber
|
22.
Sterne Agee & Leach Inc C/F Raymond E Weber IRA
|
23.
Fourfathom Capital, LLC
|
24.
Michael B & Sheila J Carroll JTWROS
|
25.
Scott D. Gamble
|
26.
Brian E. Jones & Peggy A. Jones JTWROS
|
27.
David Patterson
|
28.
Herschel E. Johnson
|
29.
George & Karin Alexa Elefther JTWROS
|
30.
L. Dean Fox
|
31.
Sterne Agee & Leach Inc C/F John L Sommer IRA
|
32.
Sterne Agee & Leach Inc C/F David W Frost IRA
|
33.
Allan D Carlson
|
34.
Ian H Murray
|
35.
Sterne Agee & Leach Inc C/F Randy Payne IRA
|
36.
Dr. Richard & Anita Matter JTWROS
|
37.
Robert J Gray
|
38.
Randal E Margo
|
39.
Eugene E Eubank
|
40.
Robert W Baird & Co Inc TTEE FBO Brian Mark Miller ROTH IRA
|
41.
Sterne Agee & Leach Inc C/F Dr Gary W Chmielewski IRA
|
42.
Laidlaw & Co (UK) Ltd
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
·
|
block trades in which the broker-dealer will attempt to sell the securities 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;
|
·
|
in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
|
·
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
·
|
a combination of any such methods of sale; or
|
·
|
any other method permitted pursuant to applicable law.
|
|
1.
|
Name.
|
|
(a)
|
Full Legal Name of Selling Stockholder
|
|
(b)
|
Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
|
|
(c)
|
Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
|
2.
|
Address for Notices to Selling Stockholder:
|
Telephone:
|
Fax:
|
Contact Person:
|
3.
|
Broker-Dealer Status:
|
|
(a)
|
Are you a broker-dealer?
|
|
(b)
|
If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
|
|
Note:
|
If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
|
|
(c)
|
Are you an affiliate of a broker-dealer?
|
|
(d)
|
If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
|
|
Note:
|
If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
|
|
4. Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.
|
|
(a)
|
Type and Amount of other securities beneficially owned by the Selling Stockholder:
|
|
5. Relationships with the Company:
|
|
State any exceptions here:
|
|
(A) = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;
|
|
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and
|
|
(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
|
BIOSIG TECHNOLOGIES, INC.
|
By:__________________________________________
Name:
Title:
|