BioSig Technologies, Inc.
|
||||
(Exact name of registrant as specified in its charter)
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Delaware
|
3845
|
26-4333375
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
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)
|
Kenneth Londoner
Executive Chairman
12424 Wilshire Boulevard, Suite 745
Los Angeles, California 90025
(310) 820-8100
|
||||
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
|
Copies of all communications, including communications sent to agent for service, should be sent to:
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
(Do not check if a smaller reporting company)
|
Title of Each Class of Securities to be Registered
|
Amount to be Registered(1)
|
Proposed Maximum Offering
Price per Share
|
Proposed Maximum
Aggregate Offering Price
|
Amount of Registration Fee
|
||||||||||||
Common Stock, $0.001 par value per share
|
8,941
|
1.50
|
(2)
|
$
|
13,411.50
|
$
|
1.73
|
|||||||||
Common Stock, $0.001 par value per share, issuable upon conversion of Series C Preferred Stock
|
1,854,019
|
$
|
1.50
|
(2)
|
$
|
2,781,028.50
|
$
|
358.20
|
||||||||
Common Stock underlying Warrants
|
3,127,511
|
$
|
1.50
|
(2)
|
$
|
4,691,266.50
|
$
|
604.24
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||||||||
Total
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4,990,471
|
$
|
1.50
|
(2)
|
$
|
7,485,706.50
|
$
|
964.17
|
(3)
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends
or other similar transactions.
|
(2)
|
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement transaction, on an as-converted basis. The price of $1.50 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
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(3)
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$894.28 of which has been previously paid.
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Page
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1
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3
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17
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17
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17
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18
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18
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21
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35
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38
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41
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41
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45
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56
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58
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65
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67
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67
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68
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F-1
|
Common stock offered by the selling stockholders:
|
Up to
4,981,530
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:
|
8,749,569
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|||
Common stock outstanding after this offering:
|
14,803,855 (1)
|
|||
Use of proceeds:
|
We will not receive any proceeds from the sale of the common stock offered by the selling stockholders.
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|||
Offering price:
|
The selling stockholders will be selling their shares of common stock at a fixed price of $
1.50
per share until our common stock is quoted on the OTC Bulletin Board, and thereafter, at prevailing market prices or privately negotiated prices.
|
|||
Market for the common stock:
|
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:
|
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)
|
The number of shares of common stock outstanding after the offering is based upon 9,822,455 shares outstanding as of April 30, 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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●
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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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●
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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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●
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establishing manufacturing, sales, and marketing arrangements, either alone or with third parties; and
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●
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raising sufficient funds to finance our activities.
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●
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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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●
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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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●
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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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●
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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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●
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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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●
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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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●
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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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●
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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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●
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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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●
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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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●
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Initial system concept validation has been performed in collaboration with physicians at the Texas Cardiac Arrhythmia Institute at St. David’s Medical Center in Austin, Texas in June 2011. The Texas Cardiac Arrhythmia Institute provided challenging recordings obtained with electrophysiology recording systems presently in use at the institute during various electrophysiology studies.
Our technology team successfully imported the data into the PURE EP System software and using proprietary signal processing, the PURE EP System software was able to reduce baseline wander, noise, and artifacts from the data and therefore provide better diagnostic quality signals.
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●
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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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●
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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 software
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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●
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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.
In June 2013, we commenced our first proof of concept animal study with the assistance of Dr. Shivkumar in order to further test the components of the PURE EP System hardware
, as further explained below.
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●
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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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In the second and third quarters of 2013, we performed and finalized testing of our proof of concept unit by initially using an electrocardiogram/intracardiac simulator at our lab, and subsequently by obtaining animal recordings from the animal lab at the University of California at Los Angeles. As part of the testing, we simultaneously recorded electrocardiogram and intracardiac signals on our proof of concept unit and GE’s CardioLab recording system. We believe that the proof of concept unit performed well as compared to GE’s CardioLab recording system; however, we do not have any independent verification of these findings.
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In the third quarter of 2013, we analyzed the results of our proof of concept unit to determine the final design of the PURE EP System prototype. Because the proof of concept unit was designed to verify the capabilities of the main components of the PURE EP System, we established a list of tasks necessary to complete the prototype (which we intend to use for end-user preference studies, animal studies and in-human recordings). The PURE EP System prototype is presently in the process of being assembled. We expect to finalize assembly of the prototype by the end of the second quarter of 2014.
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GE’s CardioLab Recording System was developed in the early 1990s by Prucka Engineering and was acquired by GE in 1999.
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Bard’s LabSystem PRO EP Recording System was originally designed in the late 1980s.
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Siemens developed the Axiom Sensis XP in 2002.
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St. Jude Medical’s EP-WorkMate Recording System was acquired from EP MedSystems in 2008, which had received approval for the product from the U.S. Food and Drug Administration in 2003.
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Product design and development;
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Product testing;
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Product manufacturing;
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Product labeling and packaging;
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Product handling, storage, and installation;
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Pre-market clearance or approval;
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Advertising and promotion; and
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●
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Product sales, distribution, and servicing.
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●
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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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●
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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
|
Age
|
Position with the Company
|
||
Kenneth L. Londoner
|
46
|
Executive Chairman and Director
|
||
Steve Chaussy
|
60
|
Chief Financial Officer
|
||
Asher Holzer, Ph.D.
|
63
|
Chief Scientific Advisor and Director
|
||
Kalyanam Shivkumar, MD, Ph.D.
|
45
|
Director
|
||
Roy Tanaka
|
66
|
Director
|
||
Jonathan Steinhouse
|
46
|
Director
|
||
Seth H. Z. Fischer
|
56
|
Director
|
Name and principal position
|
|
Year
|
|
Salary
($)
|
|
|
Stock Awards
($) (1)
|
|
|
Total
($)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Kenneth L. Londoner, Executive Chairman and Director
|
|
2013
|
|
|
211,500
|
|
|
|
458,400
|
(2)
|
|
|
669,900
|
|
|
|
2012
|
|
|
144,000
|
|
|
|
—
|
|
|
|
144,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Drachman, Former Chief Executive Officer, President and Chairman
|
|
2013
|
|
|
9,615
|
|
|
|
3,414,646
|
|
|
|
3,424,261
|
(3)
|
Budimir Drakulic, Former Chief Technology Officer and Former Director (4)
|
2013
|
169,644
|
458,400
|
(2)
|
628,044
|
|||||||||
2012
|
156,000
|
—
|
156,000
|
Name
|
Shares Subject to Options
|
Exercise Price
|
Date of Grant
|
Vesting Schedule
|
Expiration
|
||||||
Kenneth L. Londoner
|
250,000
|
$
|
2.09
|
01/16/2013
|
Exercisable immediately
|
01/16/2020
|
Name
|
Fees earned or paid in cash ($)
|
Stock Awards ($) (1)
|
Option Awards ($) (1)
|
All other compensation ($)
|
Total ($)
|
|||||||||||||||
Kalyanam Shivkumar, MD, Ph.D.
|
—
|
—
|
—
|
—
|
0
|
|||||||||||||||
Roy Tanaka
|
—
|
—
|
—
|
—
|
0
|
|||||||||||||||
Jeffrey O’Donnell
(2)
|
—
|
—
|
175,624
|
(
3
)
|
—
|
175,624
|
||||||||||||||
William Uglow (
4
)
|
—
|
—
|
—
|
—
|
0
|
|||||||||||||||
Jonathan Steinhouse
|
—
|
—
|
—
|
—
|
0
|
|||||||||||||||
Asher Holzer, Ph.D.
|
—
|
—
|
—
|
—
|
0
|
|||||||||||||||
Seth H. Z. Fischer
|
—
|
—
|
337,880
|
(
5
)
|
—
|
337,880
|
(1)
|
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.
|
(2)
|
Mr. O’Donnell resigned as a member of our board of directors in February 2014.
|
(
3
)
|
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.
|
(
4
)
|
Mr. Uglow resigned as a member of our board of directors in October 2013.
|
(
5
)
|
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.
|
●
|
each person known by us to beneficially own more than 5.0% of our common stock;
|
●
|
each of our directors;
|
●
|
each of the named executive officers; and
|
●
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
|
Number of Shares
Beneficially Owned(1)
|
|
|
Percentage of Common
Stock Owned (1)(2)
|
|
||
|
|
|
|
|
|
|
||
5% Owners
|
|
|
|
|
|
|
|
|
Miko Consulting Group, Inc. (3)
|
|
|
3,417,474
|
|
|
|
39.06
|
%
|
|
|
|
|
|
|
|
|
|
Alpha Capital Anstalt (4)
|
|
|
1,758,396
|
(5)
|
|
|
17.57
|
%
|
|
|
|
|
|
|
|
|
|
Officers and Directors
|
|
|
|
|
|
|
|
|
Kenneth L. Londoner
|
|
|
4,166,245
|
(6)
|
|
|
44.07
|
%
|
|
|
|
|
|
|
|
|
|
Asher Holzer, Ph.D.
|
|
|
81,000
|
(7)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Kalyanam Shivkumar, MD, Ph.D.
|
|
|
50,000
|
(8)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Roy Tanaka
|
|
|
119,821
|
(9)
|
|
|
1.35
|
%
|
|
|
|
|
|
|
|
|
|
Jonathan Steinhouse
|
|
|
250,633
|
(10)
|
|
|
2.84
|
%
|
|
|
|
|
|
|
|
|
|
Seth H. Z. Fischer
|
|
|
187,500
|
(11)
|
|
|
2.10
|
%
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (7 persons)
|
|
|
4,948,561
|
|
|
|
56.56
|
%
|
(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 April 30, 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 8,749,569 shares of common stock outstanding as of April 30, 2014.
|
(3)
|
Each of Budimir Drakulic and Lora Mikolaitis has joint voting and dispositive power over the securities held for the account of this stockholder
.
|
(4)
|
The address for Alpha Capital Anstalt is Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein. Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this stockholder.
|
(5)
|
Comprised of (i) 500,001 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 416,667 shares of common stock, and (iii) warrants to purchase 841,728 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.
|
(6)
|
Comprised of (i) 101,890 shares of common stock directly held by Mr. Londoner, (ii) 3,359,974 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 133,334 shares of common stock, (v) warrants to purchase 296,295 shares of common stock, and (vi) options to purchase 250,000 shares of common stock that are currently exercisable .
|
(7)
|
Comprised of options to purchase
81,000
shares of common stock that are currently exercisable .
|
(8)
|
Comprised of options to purchase
50,000
shares of common stock that are currently exercisable .
|
(9)
|
Comprised of
options to purchase
119,821
shares of common stock that are currently exercisable .
|
(10)
|
Comprised of (i)
190,498
shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into
16,667
shares of common stock, and (iii) warrants to purchase
43,468
shares of common stock.
|
(11)
|
Consists of options to purchase 187,500 shares of common stock that are currently exercisable or exercisable within 60 days of April 30, 2014.
|
●
|
each of our directors;
|
●
|
each of the named executive officers; and
|
●
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned(1)
|
Percentage of Common
Stock Owned (1)(2)
|
||||||
Officers and Directors
|
||||||||
Kenneth L. Londoner
|
10
|
(3)
|
5.6
|
%
|
(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 April 30, 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 177.5 shares of our Series B Preferred Stock outstanding as of April 30, 2014.
|
(3)
|
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.
|
●
|
each person known by us to beneficially own more than 5.0% of our common stock;
|
●
|
each of our directors;
|
●
|
each of the named executive officers; and
|
●
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned (1)
|
Percentage of Common
Stock Owned (1)(2)
|
||||||
5% Owners
|
||||||||
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 April 30, 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 April 30, 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
|
|
|
487,314
|
(3)
|
|
|
345,686
|
(4)
|
|
|
141,628
|
(5)
|
1.61%
|
Lau Family Fund LP (6)
|
|
|
96,693
|
(7)
|
|
|
86,284
|
(8)
|
|
|
10,409
|
(9)
|
*
|
Jonathan Steinhouse (10)
|
|
|
250,633
|
(1 1)
|
|
|
43,068
|
(12)
|
|
|
207,565
|
(13)
|
2.37%
|
Kenneth L. Londoner (14)
|
|
|
4,166,245
|
(15)
|
|
|
344,049
|
(16)
|
|
|
3,822,196
|
(17)
|
41.94%
|
R. Ian Chaplin
|
|
|
73,204
|
(18)
|
|
|
43,000
|
(19)
|
|
|
30,204
|
(20)
|
*
|
Kenneth Epstein
|
|
|
192,084
|
(21)
|
|
|
171,270
|
(22)
|
|
|
20,814
|
(23)
|
*
|
Jerome B. Zeldis
|
|
|
114,148
|
(24)
|
|
|
85,371
|
(25)
|
|
|
28,777
|
(26)
|
*
|
Brio Capital Master Fund Ltd. (27)
|
|
|
239,438
|
(28)
|
|
|
213,420
|
(29)
|
|
|
26,018
|
(30)
|
*
|
Alpha Capital Anstalt (31)
|
|
|
1,758,396
|
(32)
|
|
|
1,067,086
|
(33)
|
|
|
691,310
|
(34)
|
7.73 %
|
Sterne Agee & Leach Inc C/F Maree Casatelli SEP IRA
|
|
|
47,889
|
(35)
|
|
|
42,685
|
(36)
|
|
|
5,204
|
(37)
|
*
|
Ron D Craig
|
|
|
202,484
|
(38)
|
|
|
157,332
|
(39)
|
|
|
45,152
|
(40)
|
*
|
Michael & Susan Engdall JTWROS
|
|
|
64,965
|
(41)
|
|
|
57,678
|
(42)
|
|
|
7,287
|
(43)
|
*
|
David W Frost
|
|
|
287,322
|
(44)
|
|
|
256,101
|
(45)
|
|
|
31,221
|
(46)
|
*
|
Phillip Todd Herndon
|
|
|
120,530
|
(47)
|
|
|
85,369
|
(48)
|
|
|
35,161
|
(49)
|
*
|
Rex A Jones
|
|
|
245,897
|
(50)
|
|
|
170,735
|
(51)
|
|
|
75,162
|
(52)
|
*
|
Nabil M Yazgi
|
|
|
143,322
|
(53)
|
|
|
34,148
|
(54)
|
|
|
109,174
|
(55)
|
1.23%
|
Portofino Ventures LP (56)
|
|
|
38,312
|
(57)
|
|
|
34,148
|
(58)
|
|
|
4,164
|
(59)
|
*
|
Thomas G Hoffman
|
|
|
55,315
|
(60)
|
|
|
42,685
|
(61)
|
|
|
12,630
|
(62)
|
*
|
James W Lees
|
|
|
56,429
|
(63)
|
|
|
50,183
|
(64)
|
|
|
6,246
|
(65)
|
*
|
Martin F Sauer
|
|
|
75,063
|
(66)
|
|
|
42,685
|
(67)
|
|
|
32,378
|
(68)
|
*
|
Ray Weber
|
|
|
84,118
|
(69)
|
|
|
74,750
|
(70)
|
|
|
9,368
|
(71)
|
*
|
Sterne Agee & Leach Inc C/F Raymond E Weber IRA
|
|
|
67,042
|
(72)
|
|
|
59,757
|
(73)
|
|
|
7,285
|
(74)
|
*
|
Fourfathom Capital, LLC (75)
|
|
|
191,549
|
(76)
|
|
|
170,735
|
(77)
|
|
|
20,814
|
(78)
|
*
|
Michael B & Sheila J Carroll JTWROS
|
|
|
287,321
|
(29)
|
|
|
256,101
|
(80)
|
|
|
31,221
|
(81)
|
*
|
Scott D. Gamble
|
|
|
191,549
|
(82)
|
|
|
170,735
|
(83)
|
|
|
20,814
|
(84)
|
*
|
Brian E. Jones & Peggy A. Jones JTWROS
|
|
|
120,530
|
(85)
|
|
|
85,369
|
(86)
|
|
|
35,161
|
(87)
|
*
|
David Patterson
|
|
|
38,312
|
(88)
|
|
|
34,148
|
(89)
|
|
|
4,164
|
(90)
|
*
|
Herschel E. Johnson
|
|
|
32,565
|
(91)
|
|
|
29,026
|
(92)
|
|
|
3,539
|
(93)
|
*
|
George & Karin Alexa Elefther JTWROS
|
|
|
22,127
|
(94)
|
|
|
7,498
|
(95)
|
|
|
14,629
|
(96)
|
*
|
L. Dean Fox
|
|
|
22,127
|
(97)
|
|
|
7,498
|
(98)
|
|
|
14,629
|
(99)
|
*
|
Sterne Agee & Leach Inc C/F John L Sommer IRA
|
|
|
66,581
|
(100)
|
|
|
14,993
|
(101)
|
|
|
51,588
|
(102)
|
*
|
Sterne Agee & Leach Inc C/F David W Frost IRA
|
|
|
10,245
|
(103)
|
|
|
8,996
|
(104)
|
|
|
1,249
|
(105)
|
*
|
Allan D Carlson
|
|
|
17,076
|
(106)
|
|
|
14,993
|
(107)
|
|
|
2,083
|
(108)
|
*
|
Ian H Murray
|
|
|
17,076
|
(109)
|
|
|
14,993
|
(110)
|
|
|
2,083
|
(111)
|
*
|
Sterne Agee & Leach Inc C/F Randy Payne IRA
|
|
|
41,828
|
(112)
|
|
|
14,993
|
(113)
|
|
|
26,835
|
(114)
|
*
|
Dr. Richard & Anita Matter JTWROS
|
|
|
34,150
|
(115)
|
|
|
29,986
|
(116)
|
|
|
4,164
|
(117)
|
*
|
Robert J Gray
|
|
|
56,272
|
(118)
|
|
|
37,481
|
(119)
|
|
|
18,791
|
(120)
|
*
|
Randal E Margo
|
|
|
42,685
|
(121)
|
|
|
37,481
|
(122)
|
|
|
5,204
|
(123)
|
*
|
Eugene E Eubank
|
|
|
85,369
|
(124)
|
|
|
74,962
|
(125)
|
|
|
10,407
|
(126)
|
*
|
Robert W Baird & Co Inc TTEE FBO Brian Mark Miller ROTH IRA
|
|
|
170,735
|
(127)
|
|
|
149,921
|
(128)
|
|
|
20,814
|
(129)
|
*
|
Sterne Agee & Leach Inc C/F Dr Gary W Chmielewski IRA
|
|
|
17,076
|
(130)
|
|
|
14,993
|
(131)
|
|
|
2,083
|
(132)
|
*
|
Laidlaw & Co (UK) Ltd (133)
|
|
|
429,208
|
(134)
|
|
|
308,079
|
(134)
|
|
|
121,129
|
( 134 )
|
1.37%
|
(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 April 30, 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 8,749,569 shares of common stock outstanding as of April 30, 2014.
|
(3)
|
Includes 4,216 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes,
133,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
166,508
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
83,256
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(4)
|
Includes 4,216 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes,
133,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, and
208,136
shares of common stock issuable upon the exercise of warrants.
|
(5)
|
Includes
41,628
shares of common stock issuable upon the exercise of warrants.
|
(6)
|
S7 Capital, the general partner of Lau Family Fund LP, has voting and dispositive power over the securities held for the account of this selling stockholder. S7 Capital is controlled by Steven Lau, its manager, and accordingly, Mr. Lau may be deemed to have sole voting and dispositive power over the securities owned by Lau Family Fund LP.
|
(7)
|
Comprised of 913 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes,
33,334
shares of common stock issuable upon conversion of shares of our Series C Preferred Stock,
41,628
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
20,818
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(8)
|
Comprised of 913 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes,
33,334
shares of common stock issuable upon conversion of shares of our Series C Preferred Stock and
52,037
shares of common stock issuable upon the exercise of warrants.
|
(9)
|
Comprised of
10,409
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,
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
33,060
shares of common stock issuable upon the exercise of warrants purchased in
two
private placement
transactions
and
10,408
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement. 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,
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
26,018
shares of common
stock issuable upon the exercise of warrants.
|
(13)
|
Includes
17,450
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) 3,359,974 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 133,334 shares of common stock, (v) 213,039 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions, (vi) 83,256 shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement, and (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,
133,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
208,136
shares of common stock issuable upon the exercise of warrants.
|
(17)
|
Comprised of (i) 99,311shares of common stock directly held by Mr. Londoner, (ii) 3,359,974 shares of common stock are held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) 88,159 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,
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
20,814
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
10,408
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement. 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,
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
26,018
shares of common stock issuable upon the exercise of warrants.
|
(20)
|
Includes
5,204
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,
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
83,254
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
41,628
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(22)
|
Comprised of 535 shares of common stock issued in lieu of cash payments on the interest accrued on his bridge notes,
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
104,068
shares of common stock issuable upon the exercise of warrants.
|
(23)
|
Comprised of
20,814
shares of common stock issuable upon the exercise of warrants.
|
(24)
|
Comprised of
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
47,751
shares of common stock issuable upon the exercise of warrants purchased in
two
private placement
transactions
and
20,818
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(25)
|
Comprised of
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
52,037
shares of common stock issuable upon the exercise of warrants.
|
(26)
|
Comprised of
10,409
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
83,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
104,068
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
52,036
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
83,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
130,086
shares of common stock issuable upon the exercise of warrants.
|
(30)
|
Comprised of
26,018
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 500,001 shares of common stock, 416,667 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, 581,560 shares of common stock issuable upon the exercise of warrants purchased in two private placement transactions and 260,168 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
416,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
650,419
shares of common stock issuable upon the exercise of warrants.
|
(34)
|
Includes
191,309
shares of common stock issuable upon the exercise of warrants.
|
(35)
|
Comprised of
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
20,814
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
10,408
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(36)
|
Comprised of
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
26,018
shares of common stock issuable upon the exercise of warrants.
|
(37)
|
Comprised of
5,204
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)
65,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
81,589
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
30,809
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(39)
|
Comprised of
65,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
91,998
shares of common stock issuable upon the exercise of warrants.
|
(40)
|
Includes
20,400
shares of common stock issuable upon the exercise of warrants.
|
(41)
|
Comprised of
23,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
29,140
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
12,491
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(42)
|
Comprised of
23,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
34,344
shares of common stock issuable upon the exercise of warrants.
|
(43)
|
Comprised of
7,287
shares of common stock issuable upon the exercise of warrants.
|
(44)
|
Comprised of
100,000
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
124,880
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
62,442
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(45)
|
Comprised of
100,000
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
156,101
shares of common stock issuable upon the exercise of warrants.
|
(46)
|
Comprised of
31,221
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)
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
41,626
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
20,818
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(48)
|
Comprised of
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
52,035
shares of common stock issuable upon the exercise of warrants.
|
(49)
|
Includes
10,409
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)
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
83,254
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
41,628
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(51)
|
Comprised of
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock
and 104,068 shares of common stock issuable upon the exercise of warrants
.
|
(52)
|
Includes
20,814
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)
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iv)
16,650
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (v)
8,328
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(54)
|
Comprised of
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
20,814
shares of common stock issuable upon the exercise of warrants.
|
(55)
|
Includes
4,164
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
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
16,650
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
8,328
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(58)
|
Comprised of
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
20,814
shares of common stock issuable upon the exercise of warrants.
|
(59)
|
Comprised of
4,164
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)
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
20,814
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
10,408
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(61)
|
Comprised of
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
26,018
shares of common stock issuable upon the exercise of warrants.
|
(62)
|
Includes
5,204
shares of common stock issuable upon the exercise of warrants.
|
(63)
|
Comprised of
20,001
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
24,978
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
11,450
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(64)
|
Comprised of
20,001
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
30,182
shares of common stock issuable upon the exercise of warrants.
|
(65)
|
Comprised of
6,246
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)
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
20,814
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
10,408
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(67)
|
Comprised of
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock
and 26,018 shares of common stock issuable upon the exercise of warrants
.
|
(68)
|
Includes
5,204
shares of common stock issuable upon the
exercise of warrants
.
|
(69)
|
Comprised of
30,001
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
37,464
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
16,653
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(70)
|
Comprised of
30,001
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
44,749
shares of common stock issuable upon the exercise of warrants.
|
(71)
|
Comprised of
9,368
shares of common stock issuable upon the exercise of warrants.
|
(72)
|
Comprised of
23,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
29,138
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
14,570
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(73)
|
Comprised of
23,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
36,423
shares of common stock issuable upon the exercise of warrants.
|
(74)
|
Comprised of
7,285
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
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
83,254
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
41,628
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(77)
|
Comprised of
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
104,068
shares of common stock issuable upon the exercise of warrants.
|
(78)
|
Comprised of
20,814
shares of common stock issuable upon the exercise of warrants.
|
(79)
|
Comprised of
100,000
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
124,880
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
62,442
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(80)
|
Comprised of
100,000
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
156,101
shares of common stock issuable upon the exercise of warrants.
|
(81)
|
Comprised of
31,221
shares of common stock issuable upon the exercise of warrants.
|
(82)
|
Comprised of
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
83,254
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
41,628
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(83)
|
Comprised of
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
104,068
shares of common stock issuable upon the exercise of warrants.
|
(84)
|
Comprised of
20,814
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)
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
41,626
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
20,818
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(86)
|
Comprised of
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
52,035
shares of common stock issuable upon the exercise of warrants.
|
(87)
|
Includes
10,409
shares of common stock issuable upon the exercise of warrants.
|
(88)
|
Comprised of
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
16,650
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
8,328
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(89)
|
Comprised of
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
20,814
shares of common stock issuable upon the exercise of warrants.
|
(90)
|
Comprised of
4,164
shares of common stock issuable upon the exercise of warrants.
|
(91)
|
Comprised of
11,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
14,153
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
7,078
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(92)
|
Comprised of
11,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
17,692
shares of common stock issuable upon the exercise of warrants.
|
(93)
|
Comprised of
3,539
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)
3,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
4,164
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
1,042
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(95)
|
Comprised of
3,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
4,164
shares of common stock issuable upon the exercise of warrants.
|
(96)
|
Includes
1,042
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)
3,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
4,164
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
1,042
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(98)
|
Comprised of
3,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
4,164
shares of common stock issuable upon the exercise of warrants.
|
(99)
|
Includes
1,042
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)
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
8,326
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
2,083
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(101)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
8,326
shares of common stock issuable upon the exercise of warrants.
|
(102)
|
Includes
2,083
shares of common stock issuable upon the exercise of warrants.
|
(103)
|
Comprised of
4,000
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
4,996
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
1,249
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(104)
|
Comprised of
4,000
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
4,996
shares of common stock issuable upon the exercise of warrants.
|
(105)
|
Comprised of
1,249
shares of common stock issuable upon the exercise of warrants.
|
(106)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
8,326
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
2,083
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(107)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
8,326
shares of common stock issuable upon the exercise of warrants.
|
(108)
|
Comprised of
2,083
shares of common stock issuable upon the exercise of warrants.
|
(109)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
8,326
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
2,083
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(110)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
8,326
shares of common stock issuable upon the exercise of warrants.
|
(111)
|
Comprised of
2,083
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)
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
8,326
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
2,083
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(113)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
8,326
shares of common stock issuable upon the exercise of warrants.
|
(114)
|
Includes
2,083
shares of common stock issuable upon the exercise of warrants.
|
(115)
|
Comprised of
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
16,652
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
4,164
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(116)
|
Comprised of
13,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
16,652
shares of common stock issuable upon the exercise of warrants.
|
(117)
|
Comprised of
4,164
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)
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock, (iii)
20,814
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction, and (iv)
5,204
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(119)
|
Comprised of
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
20,814
shares of common stock issuable upon the exercise of warrants.
|
(120)
|
Includes
5,204
shares of common stock issuable upon the exercise of warrants.
|
(121)
|
Comprised of
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
20,814
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
5,204
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(122)
|
Comprised of
16,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
20,814
shares of common stock issuable upon the exercise of warrants.
|
(123)
|
Comprised of
5,204
shares of common stock issuable upon the exercise of warrants.
|
(124)
|
Comprised of
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
41,628
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
10,407
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(125)
|
Comprised of
33,334
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
41,628
shares of common stock issuable upon the exercise of warrants.
|
(126)
|
Comprised of
10,407
shares of common stock issuable upon the exercise of warrants.
|
(127)
|
Comprised of
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
83,254
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
20,814
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(128)
|
Comprised of
66,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
83,254
shares of common stock issuable upon the exercise of warrants.
|
(129)
|
Comprised of
20,814
shares of common stock issuable upon the exercise of warrants.
|
(130)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock,
8,326
shares of common stock issuable upon the exercise of warrants purchased in a private placement transaction and
2,083
shares of common stock issuable upon the exercise of warrants issued in consideration of certain amendments made to our Securities Purchase Agreement and Registration Rights Agreement.
|
(131)
|
Comprised of
6,667
shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and
8,326
shares of common stock issuable upon the exercise of warrants.
|
(132)
|
Comprised of
2,083
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. As a result of the amendment to our Series C Preferred Stock, the full-ratchet anti-dilution protection provision of such warrant decreased the exercise price to $1.50 per share and increased the number of shares issuable to 308,079. In addition, on January 18, 2013, we issued Laidlaw & Co (UK) Ltd (or its assigns) two seven-year warrants to purchase: 35,076 shares at an initial exercise price of $1.84 per share in connection with the private placement of our Series A Preferred Stock; and 30,755 shares at an initial exercise price of $2.02 per share in connection with our Series B Preferred Stock. On December 31, 2013, we issued Laidlaw & Co (UK) Ltd a five year warrant to purchase 21,551 shares of our common stock and, on January 31, 2014, we issued a warrant to purchase 10,771 shares of our common stock, with each warrant having an initial exercise price of $3.67, in connection with serving as our placement agent for a private placement transaction of our common stock. On April 4, 2014, we issued Laidlaw & Co (UK) Ltd a five year warrant to purchase 8,196 shares of our common stock at an initial exercise price of $3.75 in connection with serving as our placement agent for a private placement transaction of our common stock. On April 30, 2014, we issued Laidlaw & Co (UK) Ltd a five year warrant to purchase 14,780 shares of our common stock at an initial exercise price of $3.75 in connection with serving as our placement agent for a private placement transaction of our common stock.
|
(134)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
|
(i)
|
we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
|
(ii)
|
we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
|
(iii)
|
we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue to upon a conversion of our Series C Preferred Stock,
|
|
(iv)
|
we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,
|
|
(v)
|
we are party to a change of control transaction,
|
|
(vi)
|
we file for bankruptcy or a similar arrangement or are adjudicated insolvent,
|
|
(vii)
|
judgment , including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days,
|
|
●
|
incur additional indebtedness;
|
|
●
|
permit liens on assets;
|
|
●
|
repay, repurchase or otherwise acquire more than a de minimis number of shares of common stock, Series A Preferred Stock or Series B Preferred Stock;
|
|
●
|
pay cash dividends to our stockholders; and
|
|
●
|
engage in transactions with affiliates.
|
|
●
|
prior to such time the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
|
●
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or
|
|
●
|
at or subsequent to such time, the business combination is approved by the board of directors and authorized by the affirmative vote at a stockholders’ meeting of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
|
●
|
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
|
●
|
provide that special meetings of our stockholders may be called only by our board of directors, chairman, chief executive officer, president or secretary; and
|
|
●
|
provide advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered at a stockholder meeting must comply.
|
|
●
|
by a majority of the disinterested directors, even though less than a quorum;
|
|
●
|
by a committee of such directors designated by a majority vote of such directors, even though less than a quorum;
|
|
●
|
if there are no disinterested directors, or if such directors so direct, by independent legal counsel; or
|
|
●
|
by a majority vote of the stockholders, at a meeting at which a quorum is present.
|
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately negotiated transactions;
|
|
●
|
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
|
●
|
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
●
|
loan or pledge the shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares;
|
|
●
|
through underwriters or dealers;
|
|
●
|
through agents;
|
|
●
|
directly to purchasers, including institutional investors;
|
|
●
|
a combination of any such methods of sale; or
|
|
●
|
any other method permitted pursuant to applicable law.
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheets as of December 31, 2013 and 2012
|
F-4
|
Statements of Operations for the Years Ended December 31, 2013 and 2012 and the Period from February 24, 2009 (date of inception) to December 31, 2013
|
F-5
|
Statements of Changes in Stockholders’ Deficit for the Period February 24, 2009 (date of inception) to December 31, 2013
|
F-5
|
Statements of Cash Flows for the Years Ended December 31, 2013 and 2012 and from the Period from February 24, 2009 (date of inception) to December 31, 2013
|
F-6
|
Notes to Financial Statements
|
F-7
|
/s/ Liggett, Vogt & Webb, P.A.
|
|
Liggett, Vogt & Webb, P.A
.
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||
(a development stage company)
|
||||||||
BALANCE SHEETS
|
||||||||
DECEMBER 31, 2013 AND 2012
|
||||||||
2013
|
2012
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 302,187 | $ | 24,237 | ||||
Prepaid expenses
|
- | 33,125 | ||||||
Capitalized financing costs
|
- | 212,635 | ||||||
Total current assets
|
302,187 | 269,997 | ||||||
Property and equipment, net
|
24,866 | 30,209 | ||||||
Other assets:
|
||||||||
Deposits
|
25,000 | 25,000 | ||||||
Total assets
|
$ | 352,053 | $ | 325,206 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 819,330 | $ | 472,882 | ||||
Advances, related party
|
30,781 | 27,040 | ||||||
Note payable, related party
|
- | 30,000 | ||||||
Liability to placement agent
|
52,800 | 94,500 | ||||||
Redeemable Series A Preferred Stock, liquidation preference of $922,000, net of debt discount of $37,399
|
884,601 | - | ||||||
Redeemable Series B Preferred Stock, liquidation preference of $887,500, net of debt discount of $72,478
|
815,022 | - | ||||||
Dividends payable
|
414,967 | 117,751 | ||||||
Total current liabilities
|
3,017,501 | 742,173 | ||||||
Long term liabilities:
|
||||||||
Deferred rent payable
|
- | 5,067 | ||||||
Note payable, related party
|
- | 218,000 | ||||||
Convertible bridge notes payable, $229,359 related party
|
- | 613,812 | ||||||
Redeemable Series A Preferred Stock, liquidation preference of $922,000
|
- | 922,000 | ||||||
Redeemable Series B Preferred Stock, liquidation preference of $887,500
|
- | 887,500 | ||||||
Total long term liabilities
|
- | 2,646,379 | ||||||
Total liabilities
|
3,017,501 | 3,388,552 | ||||||
Commitments and contingencies
|
- | - | ||||||
Series C 9% Convertible Preferred stock, liquidation preference of $2,781,000, net of debt discount of $483,893
|
2,297,107 | - | ||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B and 4,200 shares of Series C Preferred Stock
|
||||||||
Common stock, $0.001 par value, authorized 50,000,000 shares, 8,412,101 and 8,166,238 issued and outstanding as of December 31, 2013 and 2012, respectively
|
8,412 | 8,166 | ||||||
Additional paid in capital
|
9,036,038 | 833,647 | ||||||
Deficit accumulated during development stage
|
(14,007,005 | ) | (3,905,159 | ) | ||||
Total stockholders' deficit
|
(4,962,555 | ) | (3,063,346 | ) | ||||
Total liabilities and stockholders' deficit
|
352,053 | 325,206 |
BIOSIG TECHNOLOGIES, INC.
|
||||||||||||
(a development stage company)
|
||||||||||||
STATEMENTS OF OPERATIONS
|
||||||||||||
From February 24,
|
||||||||||||
2009 (date of
|
||||||||||||
Year ended December 31,
|
inception) to
|
|||||||||||
2013
|
2012
|
December 31,
2013
|
||||||||||
Operating expenses:
|
||||||||||||
Research and development
|
$ | 992,207 | $ | 888,948 | $ | 2,463,680 | ||||||
General and administrative
|
5,229,252 | 1,363,007 | 7,326,442 | |||||||||
Depreciation
|
17,059 | 10,020 | 33,874 | |||||||||
Total operating expenses
|
6,238,518 | 2,261,975 | 9,823,996 | |||||||||
Net loss from operations
|
(6,238,518 | ) | (2,261,975 | ) | (9,823,996 | ) | ||||||
Other income (expense):
|
||||||||||||
Interest income (expense)
|
(70,061 | ) | (18,286 | ) | (88,176 | ) | ||||||
Financing costs
|
(3,496,052 | ) | (105,881 | ) | (3,679,866 | ) | ||||||
Net loss before income taxes
|
(9,804,631 | ) | (2,386,142 | ) | (13,592,038 | ) | ||||||
Income taxes (benefit)
|
- | - | - | |||||||||
Net loss
|
(9,804,631 | ) | (2,386,142 | ) | (13,592,038 | ) | ||||||
Preferred stock dividend
|
(297,215 | ) | (90,860 | ) | (414,967 | ) | ||||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$ | (10,101,846 | ) | $ | (2,477,002 | ) | $ | (14,007,005 | ) | |||
Net loss per common share, basic and diluted
|
$ | (1.23 | ) | $ | (0.30 | ) | ||||||
Weighted average number of common shares outstanding, basic and diluted
|
8,187,648 | 8,142,222 |
BIOSIG TECHNOLOGIES, INC.
|
||||||||||||||||||||||||||||||||||||
(a development stage company)
|
||||||||||||||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||||||||||||||
FROM FEBRUARY 24, 2009 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2013
|
||||||||||||||||||||||||||||||||||||
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 issued to founders
|
4,000,000 | $ | 4,000 | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 4,000 | ||||||||||||||||||||
Common stock issuable to founders
|
- | - | - | - | 3,400,000 | 3,400 | - | - | 3,400 | |||||||||||||||||||||||||||
Donated capital
|
- | - | - | - | - | - | 100 | - | 100 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (104,584 | ) | (104,584 | ) | |||||||||||||||||||||||||
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)
|
||||||||||||||||||||||||||||||||||||
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||||||||||||||
FROM FEBRUARY 24, 2009 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2013
|
||||||||||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||||||||||||||||||
Common stock
|
Shares subscribed
|
Shares to be issued
|
Paid in
|
Development
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
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 | |||||||||||||||||||||||||||
Common stock issued in settlement of related party note and advances payable
|
93,061 | 93 | - | - | - | - | 228,415 | - | 228,508 | |||||||||||||||||||||||||||
Sale of common stock
|
122,449 | 122 | - | - | - | - | 247,052 | 247,174 | ||||||||||||||||||||||||||||
Fair value of vested options
|
- | - | - | - | - | - | 3,247,187 | - | 3,247,187 | |||||||||||||||||||||||||||
Preferred stock dividend
|
- | - | - | - | - | - | - | (297,215 | ) | (297,215 | ) | |||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (9,804,631 | ) | (9,804,631 | ) | |||||||||||||||||||||||||
Balance, December 31, 2013
|
8,412,101 | $ | 8,412 | - | $ | - | $ | - | $ | - | $ | 9,036,038 | $ | (14,007,005 | ) | $ | (4,962,555 | ) |
BIOSIG TECHNOLOGIES, INC.
|
||||||||||||
(a development stage company)
|
||||||||||||
STATEMENTS OF CASH FLOWS
|
||||||||||||
From February 24,
|
||||||||||||
2009 (date of
|
||||||||||||
Year ended December 31,
|
inception) to
|
|||||||||||
2013
|
2012
|
December 31, 2013
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss attributable to common stockholders
|
$ | (9,804,631 | ) | $ | (2,386,142 | ) | $ | (13,592,038 | ) | |||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||||||
Depreciation
|
17,059 | 10,020 | 33,874 | |||||||||
Amortization of debt discount
|
2,441,220 | 105,881 | 2,625,034 | |||||||||
Stock based compensation
|
3,305,063 | 314,316 | 4,011,151 | |||||||||
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 | (20,000 | ) | - | ||||||||
Accounts payable
|
349,809 | 450,969 | 836,503 | |||||||||
Deferred rent payable
|
(3,055 | ) | - | 2,012 | ||||||||
Net cash used in operating activities
|
(1,762,459 | ) | (1,524,956 | ) | (4,171,288 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of property and equipment
|
(11,716 | ) | (15,477 | ) | (58,740 | ) | ||||||
Payment of long term deposit
|
- | - | (25,000 | ) | ||||||||
Net cash used in investing activity
|
(11,716 | ) | (15,477 | ) | (83,740 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from notes payable, related party
|
- | 248,000 | 275,040 | |||||||||
Proceeds from convertible bridge notes payable
|
- | 600,000 | 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
|
299,974 | - | 422,474 | |||||||||
Payments of related party notes
|
(30,000 | ) | - | (30,000 | ) | |||||||
Net proceeds from related party advances
|
13,741 | - | 13,741 | |||||||||
Net cash provided by financing activities
|
2,052,125 | 1,495,650 | 4,557,215 | |||||||||
Net (decrease) increase in cash and cash equivalents
|
277,950 | (44,783 | ) | 302,187 | ||||||||
Cash and cash equivalents, beginning of the period
|
24,237 | 69,020 | - | |||||||||
Cash and cash equivalents, end of the period
|
$ | 302,187 | $ | 24,237 | $ | 302,187 | ||||||
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 | ||||||
Common stock issued in settlement of related party note and advances payable
|
$ | 228,508 | $ | - | $ | 228,508 | ||||||
Convertible bridge notes payable exchanged for preferred shares
|
$ | 600,000 | $ | - | $ | 600,000 |
2013
|
2012
|
|||||||
Series A convertible preferred stock
|
501,089 | |||||||
Series B convertible preferred stock
|
451,726 | |||||||
Series C convertible preferred stock
|
1,330,627 | |||||||
Options to purchase common stock
|
2,990,977 | 1,298,927 | ||||||
Warrants to purchase common stock
|
2,717,258 | - | ||||||
Totals
|
7,991,677 | 1,298,927 |
2013
|
2012
|
|||||||
Computer equipment
|
$ | 50,937 | $ | 39,221 | ||||
Furniture and fixtures
|
7,803 | 7,803 | ||||||
Subtotal
|
58,740 | 47,024 | ||||||
Less accumulated depreciation
|
(33,874 | ) | (16,815 | ) | ||||
Property and equipment, net
|
$ | 24,866 | $ | 30,209 |
2013
|
2012
|
|||||||
Accrued accounting and legal
|
$ | 300,893 | $ | 120,922 | ||||
Accrued reimbursements
|
17,797 | 44,338 | ||||||
Accrued consulting
|
214,481 | 111,546 | ||||||
Accrued research and development expenses
|
64,670 | 68,120 | ||||||
Accrued credit card obligations
|
20,425 | 21,844 | ||||||
Accrued payroll
|
35,896 | 101,621 | ||||||
Accrued liquidated damages
|
48,668 | - | ||||||
Accrued office and other
|
16,500 | - | ||||||
Accrued interest
|
- | 4,491 | ||||||
Accrued settlement related to arbitration
|
100,000 | - | ||||||
$ | 819,330 | $ | 472,882 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted Average
|
Weighted
|
Weighted
|
||||||||||||||||||||
Prices
|
Outstanding
|
(Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||||
$
|
2.00
|
1,273,927
|
5.63
|
$
|
2.00
|
250,821
|
$
|
2.00
|
||||||||||||||
2.09
|
1,218,300
|
6.09
|
2.09
|
1,061,364
|
2.09
|
|||||||||||||||||
2,492,227
|
6.85
|
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 December 31, 2013:
|
2,492,227
|
$
|
2.04
|
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
|
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
|
5.73
|
$
|
2.00
|
25,000
|
$
|
2.00
|
||||||||||||||
2.09
|
473,750
|
7.04
|
2.09
|
338,473
|
2.09
|
|||||||||||||||||
498,750
|
6.97
|
2.09
|
363,473
|
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 December 31, 2013:
|
498,750
|
$
|
2.09
|
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
|
Dividend yield:
|
-0- | % | ||
Volatility
|
110.18% to 121.59 % | |||
Risk free rate:
|
1.23% to 3.04 % | |||
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
|
6.02
|
$
|
0.001
|
383,320
|
$
|
0.001
|
||||||||||||||
1.84
|
35,076
|
6.05
|
1.84
|
35,076
|
1.84
|
|||||||||||||||||
2.02
|
30,755
|
6.05
|
2.02
|
30,755
|
2.02
|
|||||||||||||||||
2.61
|
2,138,800
|
4.36
|
2.61
|
2,138,800
|
2.61
|
|||||||||||||||||
3.67
|
129,307
|
5.00
|
3.67
|
129,307
|
3.67
|
|||||||||||||||||
2,717,258
|
4.66
|
2.23
|
2,717,258
|
2.28
|
Number of
Shares
|
Weighted
Average
Price
Per Share
|
|||||||
Outstanding at December 31, 2011:
|
-
|
$
|
-
|
|||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2012:
|
-
|
-
|
||||||
Granted
|
2,717,258
|
2.28
|
||||||
Exercised
|
-
|
-
|
||||||
Expired
|
-
|
-
|
||||||
Outstanding at December 31, 2013:
|
2,717,258
|
$
|
2.28
|
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 |
2013
|
2012
|
|||||||
Net loss available to Common stockholders
|
$
|
(10,101,846
|
)
|
$
|
(2,477,002
|
)
|
||
Basic and diluted earnings (loss) per share
|
$
|
(1.23
|
)
|
$
|
(0.30
|
)
|
||
Weighted average common shares outstanding
|
8,187.648
|
8,142,222
|
Year Ending December 31,
|
||||
2014
|
$
|
43,504
|
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
|
$
|
1,400,000
|
||
Valuation allowance
|
(1,400,000
|
) | ||
Net non-current deferred tax asset
|
$
|
-
|
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
**
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation (Amendment No. 3)
|
|
3.6**
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation (Amendment No. 4)
|
|
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**
|
|
Amendment Agreement No. 4 to Securities Purchase Agreement, dated October 14, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
|
|
|
10.24**
|
|
Securities Purchase Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
|
|
|
10.25**
|
|
Registration Rights Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein
|
|
|
|
10.26**
|
|
Form of Warrant
|
|
|
|
10.27 **
|
|
Amendment No. 1 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
||
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
16.1**
|
|
Letter of Rosenberg Rich Baker Berman & Company, dated July 22, 2013
|
|
|
|
23.1
|
|
|
|
|
|
23.2
|
|
|
|
|
|
23.3*
|
|
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
|
May 1, 2014
|
||
Kenneth L. Londoner
|
(principal executive officer)
|
|||
*
|
Chief Financial Officer
|
May 1, 2014
|
||
Steve Chaussy
|
(principal financial and accounting officer)
|
|||
*
|
Director
|
May 1, 2014
|
||
Asher Holzer
|
||||
*
|
Director
|
May 1, 2014
|
||
Kalyanam Shivkumar
|
||||
*
|
Director
|
May 1, 2014
|
||
Roy Tanaka
|
||||
*
|
Director
|
May 1, 2014
|
||
Jonathan Steinhouse
|
||||
*
|
Director
|
May 1, 2014
|
||
Seth H. Z. Fischer
|
* By:
|
/s/ Kenneth L. Londoner
|
|
Kenneth L. Londoner
|
||
Attorney-in-fact
|
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 (e) securities pursuant to such transaction entered into by the Company pursuant to the terms set forth on the private placement memorandum attached as Exhibit A to the letter agreement between the Company and certain Purchasers, dated March 4, 2014”. 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.
|
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 Offering Memorandum
|
Confidential Offering Memorandum
|
Section
|
Page
|
1.
Executive Summary
|
1
|
2.
The Offering
|
4
|
3.
Risk Factors
|
7
|
4.
The Company and Its Business
|
23
|
5.
Management, Board & Advisors
|
36
|
6.
Certain Relationships and Related Transactions; Director Independence
|
40
|
7.
Principal Shareholders
|
42
|
8.
Description of Units and Capital Stock
|
44
|
9.
Plan of Distribution
|
50
|
10.
Restrictions of Transferability
|
51
|
11.
Investor Suitability Standards
|
52
|
12.
Subscription Procedures
|
54
|
Appendix
|
|
A) Science & Technology Behind Cardiac Electrophysiology
|
56
|
B) Financial Information
|
59
|
*C) Subscription Agreement
|
96
|
*D) Securities Purchase Agreement (without exhibits)
|
97
|
*E) Form of Warrant
|
98
|
*F) Registration Rights Agreement
|
99
|
Confidential Offering Memorandum
|
The Offering
(1)
|
Price to
Investors
|
Placement
Fee
(2)
|
Proceeds to
Company
(3)
|
|||||||||
Maximum Offering Amount
|
$ | 5,000,000 | $ | 500,000 | $ | 4,500,000 |
ii |
iii |
Confidential Offering Memorandum
|
iv |
Confidential Offering Memorandum
|
Confidential Offering Memorandum
|
vi |
·
|
Higher quality cardiac signal acquisition for accurate and more efficient electrophysiology studies;
|
·
|
Precise, uninterrupted, real time evaluations of electrograms;
|
·
|
Reliable cardiac recordings to better determine precise ablation targets, strategy and end point of procedures; and
|
·
|
A portable device that can be fully integrated into existing electrophysiology lab environments.
|
·
|
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.
|
·
|
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.
|
·
|
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 significant reduction in baseline wander, noise, and artifacts, are of materially higher diagnostic value than the original recordings.
|
·
|
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.
|
·
|
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.
|
Net Proceeds
|
G&A Expenses
|
R&D Expenses
|
Clinical Evaluation
|
|||||||||||
$ | 4,500,000 | $ | 3,300,000 | $ | 900,000 | $ | 300,000 |
Form of the Offering:
|
Shares of the Company’s Common Stock, $0.001 par value per share, (individually a “
Share
” and together the “
Shares
”) at a price of $2.50 per Share, and warrants exercisable to purchase 50% of the aggregate number of Shares sold pursuant to the Offering (collectively, the “
Warrants
”) (The Shares, together with the Warrants sometimes collectively referred to as the “
Securities
”).
|
Amount of the Offering:
|
Maximum Amount: $5,000,000.
|
Minimum Purchase:
|
$100,000 comprised of 40,000 Shares and accompanying Warrants, with lesser amounts accepted solely at the Company’s discretion.
|
Offering Period:
|
This Offering will be open until March 31, 2014 (the “
Offering Period
”). The Offering Period may be extended, without notice, at the election of the Company and the Placement Agent to a date not later than April 30, 2014 (the “
Termination Date
”). The Company may conduct closings (each a “
Closing
”) until a maximum of $5,000,000 has been received prior to the Termination Date. The proceeds of this Offering will be delivered to the Company at each Closing.
|
Terms of the Shares of
|
Common Stock:
|
Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.
|
Terms of the Warrants
:
|
The Warrants exercisable to purchase 50% of the aggregate number of Shares sold pursuant to the Offering. The Warrants have an initial exercise price of $3.75 per share and expire five years from the issuance date. The Warrants contain customary anti-dilution protections. The Warrants shall be exercisable for cash; or if at any time after six (6) months from the issuance date, there is no effective registration statement registering the resale of the shares of the Company’s common stock underlying the Warrants (the “
Warrant Shares
”) or no current prospectus available for the resale of the Warrant Shares by the holder, the Warrants may be exercised by means of a “cashless exercise”.
|
Registration Rights
:
|
Pursuant to the terms of the Registration Rights Agreement, the Company shall use its best efforts to file a registration statement on Form S-1 covering the Shares and the shares of the Company’s Common Stock underlying the Warrants sold in this Offering (the “
Registrable Securities
”) as soon as practicable but no later than 45 calendar days from the Termination Date (the “
Filing Deadline
”). The Company shall use its best efforts to cause the registration statement covering such shares of the Company’s common stock sold in this Offering to be declared effective within 180 calendar days of the Filing Deadline (in the event the registration statement is reviewed by the SEC) or with 30 calendar days following the date on which the Company is notified by the SEC that the registration statement will not be reviewed or is no longer subject to further review and comments (unless the Company is required to update its financial statements prior to requesting acceleration of such registration statement, which will require the Company to file an amendment to such registration statement, in which case the Company shall file any necessary amendment to such registration statement and request effectiveness thereof as soon as reasonably practicable and in no event later than the 60
th
calendar day following the Filing Deadline) (either such date, the “
Effectiveness Deadline
”). If (i) the registration statement is not filed by the Filing Deadline, (ii) the Company fails to file with the SEC a request for acceleration of a registration statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act of 1933, as amended, within five trading days of the date that the Company is notified by the SEC that such registration statement will not be reviewed or will not be subject to further review, (iii) prior to the effective date of a registration statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of such registration statement within thirty (30) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such registration statement to be declared effective, (iv) the registration statement is not declared effective by the Effectiveness Deadline, or (v) if after the effective date of the registration statement, such registration statement 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 (any such failure or breach being referred to as an “
Event
”), then the Company shall pay to the investors in cash a fee equal to 1.00% of the dollar amount invested by each investor, on the monthly anniversary of the occurrence of the Event, provided that such Event is still occurring; provided, however, that the total amount of such fees payable to any investor shall not exceed 3.00% of the amount invested by such investor.
|
Placement Agent:
|
Laidlaw & Company (UK) Ltd. (the “
Placement Agent
”)
|
Placement Agent Fee:
|
The Placement Agent will at each Closing be (a) paid a cash commission of up to eight percent (8%) of the gross dollar amount of the Shares sold in such Closing, (b) entitled to receive a nonaccountable expense fee of two percent (2%) of the gross dollar amount of the Shares sold in such Closing, and (c) issued a warrant (the “
Agent Warrant
”) to purchase ten percent (10%) of the number of the Company’s Securities sold in such Closing, including any shares of common stock issued or issuable (except for shares issuable upon the exercise pursuant to the exercise of Warrants), which Agent Warrant shall be in the form of the Warrants sold in this Offering. For the avoidance of doubt, the Agent Warrant shall be exercisable for that number of shares of the Company’s common stock equal to ten percent (10%) of the number of the Company’s Shares sold in such Closing.
|
Use of Proceeds (Dist.):
|
The proceeds of this Offering will be used for general corporate purposes, including, but not necessarily limited to, growth and capital initiatives, research and development, filing of patents to protect the intellectual property of the Company and expanding the human resources of the Company. See “Use of Proceeds” on page 40 for additional information.
|
Transferability:
|
The Shares, the Warrants, and any shares of common stock issuable upon the exercise of the Warrants will be restricted securities and will only be transferable if properly registered under the Securities Act or pursuant to an exemption therefrom.
|
Permitted Offerees:
|
Only “accredited investors” as that term is defined in Rule 501 of Regulation D under the Securities Act. Investors will be required to make certain representations with respect to their status and business experience and to represent, among other things, that they have received a copy of this Memorandum, understand the terms of this Offering and are accredited investors as required under the investor suitability standards. See “Terms of this Offering – Investor Suitability Standards” beginning on page 54 for more information.
|
Deposit of Funds:
|
All funds received from prospective investors will be deposited in a non-interest bearing account with Signature Bank, 261 Madison Avenue, New York, NY 10016 pending the earliest of (a) the acceptance of the prospective investor’s subscription at a Closing under this Offering; (b) the termination of this Offering without a Closing; or (c) the rejection of a prospective investor’s subscription. If the Company has not closed this Offering prior to the Termination Date or has not accepted the subscriptions of one or more prospective investors, all funds received from such prospective investors will be returned to such investors without interest thereon or deduction therefrom.
|
Risks:
|
The purchase of the Shares offered hereby involves significant risks. Please see “Risk Factors”.
|
·
|
successful completion of the preclinical and clinical development of our products;
|
·
|
obtaining necessary regulatory approvals from the U.S. Food and Drug Administration or other regulatory authorities;
|
·
|
establishing manufacturing, sales, and marketing arrangements, either alone or with third parties; and
|
·
|
raising sufficient funds to finance our activities.
|
·
|
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;
|
·
|
subjects may not enroll in clinical trials at the rate we expect or we may not follow up on subjects at the rate we expect;
|
·
|
subjects may experience events unrelated to our products;
|
·
|
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;
|
·
|
interim results of any of our clinical trials may be inconclusive or negative;
|
·
|
regulatory inspections of our clinical trials may require us to undertake corrective action or suspend or terminate the clinical trials if investigators find us not to be in compliance with regulatory requirements; or
|
·
|
governmental regulations or administrative actions may change and impose new requirements, particularly with respect to reimbursement.
|
·
|
restrictions on our products, manufacturers or manufacturing processes;
|
·
|
warning letters and untitled letters;
|
·
|
civil penalties and criminal prosecutions and penalties;
|
·
|
fines;
|
·
|
injunctions;
|
·
|
product seizures or detentions;
|
·
|
import or export bans or restrictions;
|
·
|
voluntary or mandatory product recalls and related publicity requirements;
|
·
|
suspension or withdrawal of regulatory approvals;
|
·
|
total or partial suspension of production; and
|
·
|
refusal to approve pending applications for marketing approval of new products or of supplements to approved applications.
|
·
|
we may not be able to attract and build an effective marketing or sales force;
|
·
|
the cost of establishing, training and providing regulatory oversight for a marketing or sales force may be substantial; and
|
·
|
there are significant legal and regulatory risks in medical device marketing and sales that we have never faced, and any failure to comply with applicable legal and regulatory requirements for sales, marketing and distribution could result in an enforcement action by the 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.
|
·
|
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;
|
·
|
if and when such patents will be issued, and, if granted, whether patents will be challenged and held invalid or unenforceable;
|
·
|
whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; or
|
·
|
whether we will need to initiate litigation or administrative proceedings which may be costly regardless of outcome.
|
·
|
obtain licenses, which may not be available on commercially reasonable terms, if at all;
|
·
|
abandon an infringing product candidate;
|
·
|
redesign our product candidates or processes to avoid infringement;
|
·
|
cease usage of the subject matter claimed in the patents held by others;
|
·
|
pay damages; and/or
|
·
|
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.
|
·
|
a limited availability for market quotations for our shares of common stock;
|
·
|
reduced liquidity with respect to our shares of common stock;
|
·
|
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
|
·
|
limited amount of news and analyst coverage.
|
·
|
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 our stockholders; and
|
·
|
engage in transactions with affiliates.
|
·
|
Higher quality cardiac signal acquisition for accurate and more efficient electrophysiology studies;
|
·
|
Precise, uninterrupted, real time evaluations of electrograms;
|
·
|
Reliable cardiac recordings to better determine precise ablation targets, strategy and end point of procedures; and
|
·
|
A portable device that can be fully integrated into existing electrophysiology lab environments.
|
·
|
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.
|
·
|
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.
|
·
|
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 significant reduction in baseline wander, noise, and artifacts, are of materially higher diagnostic value than the original recordings.
|
·
|
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.
|
·
|
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.
|
·
|
GE’s CardioLab Recording System was developed in the early 1990s by Prucka Engineering and was acquired by GE in 1999.
|
·
|
Bard’s LabSystem PRO EP Recording System was originally designed in the late 1980s.
|
·
|
Siemens developed the Axiom Sensis XP in 2002.
|
·
|
St. Jude Medical’s EP-WorkMate Recording System was acquired from EP MedSystems in 2008, which had received approval for the product from the U.S. Food and Drug Administration in 2003.
|
·
|
Product design and development;
|
·
|
Product testing;
|
·
|
Product manufacturing;
|
·
|
Product labeling and packaging;
|
·
|
Product handling, storage, and installation;
|
·
|
Pre-market clearance or approval;
|
·
|
Advertising and promotion; and
|
·
|
Product sales, distribution, and servicing.
|
·
|
Quality System regulation, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;
|
·
|
Establishment Registration, which requires establishments involved in the production and distribution of medical devices intended for commercial distribution in the U.S. to register with the U.S. Food and Drug Administration;
|
·
|
Medical Device Listing, which requires manufacturers to list the devices they have in commercial distribution with the U.S. Food and Drug Administration;
|
·
|
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
|
·
|
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.
|
·
|
Fines, injunctions, and civil penalties;
|
·
|
Mandatory recall or seizure of our products;
|
·
|
Administrative detention or banning of our products;
|
·
|
Operating restrictions, partial suspension or total shutdown of production;
|
·
|
Refusing our request for 510(k) clearance or pre-market approval of new product versions;
|
·
|
Revocation of 510(k) clearance or pre-market approvals previously granted; and
|
·
|
Criminal penalties.
|
Net Proceeds
|
G&A Expenses
|
R&D Expenses
|
Clinical Evaluation
|
|||||||||||
$ | 4,500,000 | $ | 3,300,000 | $ | 900,000 | $ | 300,000 |
Name
|
Age
|
Position with the Company
|
||
Kenneth L. Londoner
|
46
|
Executive Chairman and Director
|
||
Steve Chaussy
|
59
|
Chief Financial Officer
|
||
Asher Holzer, Ph.D.
|
63
|
Chief Scientific Advisor and Director
|
||
Kalyanam Shivkumar, MD, Ph.D.
|
45
|
Director
|
||
Roy Tanaka
|
65
|
Director
|
||
Jeffrey O’Donnell
|
53
|
Director
|
||
Jonathan Steinhouse
|
46
|
Director
|
||
Seth H. Z. Fischer
|
56
|
Director
|
Name
|
Shares Subject to Options
|
Exercise Price
|
Date of Grant
|
Vesting Schedule
|
Expiration
|
||||||
Kenneth L. Londoner
|
250,000
|
$
|
2.09
|
01/16/2013
|
Exercisable immediately
|
01/16/2020
|
|||||
Budimir S. Drakulic, Ph.D.
|
250,000
|
$
|
2.09
|
01/16/2013
|
Exercisable immediately
|
01/16/2020
|
|||||
Lora Mikolaitis
|
100,000
|
$
|
2.09
|
01/16/2013
|
Exercisable immediately
|
01/16/2020
|
·
|
each person known by us to beneficially own more than 5.0% of our common stock;
|
·
|
each of our directors;
|
·
|
each of the named executive officers; and
|
·
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned(1)
|
Percentage of Common
Stock Owned (1)(2)
|
||||||
5% Owners
|
||||||||
Miko Consulting Group, Inc.
|
3,467,474
|
40.7
|
%
|
|||||
Alpha Capital Anstalt (3)
|
1,208,833
|
(4)
|
13.0
|
%
|
||||
Officers and Directors
|
||||||||
Kenneth L. Londoner
|
4,109,883
|
(5)
|
45.3
|
%
|
||||
Asher Holzer, Ph.D.
|
81,000
|
(6)
|
*
|
|||||
Kalyanam Shivkumar, MD, Ph.D.
|
50,000
|
(7)
|
*
|
|||||
Roy Tanaka
|
119,821
|
(8)
|
1.4
|
%
|
||||
Jeffrey O’Donnell
|
183,300
|
(9)
|
2.1
|
%
|
||||
Jonathan Steinhouse
|
232,650
|
(10)
|
2.7
|
%
|
||||
Seth H. Z. Fischer
|
156,250
|
(11)
|
1.8
|
|||||
All directors and executive officers as a group (8 persons)
|
5,026,266
|
52.2
|
%
|
(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 February 25, 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 8,519,809 shares of common stock outstanding as of February 25, 2014.
|
(3)
|
The address for Alpha Capital Anstalt is Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
Comprised of options to purchase 81,000 shares of common stock that are currently exercisable .
|
(7)
|
Comprised of options to purchase 50,000 shares of common stock that are currently exercisable .
|
(8)
|
Comprised of options to purchase 119,821 shares of common stock that are currently exercisable.
|
(9)
|
Comprised of (i) 87,500 shares of common stock, and (ii) options to purchase 95,800 shares of common stock that are currently exercisable .
|
(10)
|
Comprised of (i) 190,498 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 30,190 shares of common stock.
|
(11)
|
Consists of options to purchase 156,250 shares of common stock that are currently exercisable or exercisable within 60 days of February 25, 2014.
|
(i)
|
we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
(ii)
|
we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
(iii)
|
we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue to upon a conversion of our Series C Preferred Stock,
|
(iv)
|
we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,
|
(v)
|
we are party to a change of control transaction,
|
(vi)
|
we file for bankruptcy or a similar arrangement or are adjudicated insolvent, or
|
(vii)
|
we are 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 our stockholders; and
|
·
|
engage in transactions with affiliates.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned(1)
|
Percentage of Common
Stock Owned
|
||||||
Alpha Capital Anstalt (1)
|
625
|
22.5
|
%
|
|||||
Kenneth L. Londoner
|
200
|
(3)
|
7.2
|
%
|
||||
Michael N. Emmerman (2)
|
200
|
(4)
|
7.2
|
%
|
||||
David W. Frost (3)
|
150
|
(5)
|
5.4
|
|||||
Michael B Carroll & Sheila J Carroll JTWROS (4)
|
150
|
(6)
|
5.4
|
(1)
|
The address of this stockholder is Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein.
|
(2)
|
The address of this stockholder is 151 East 63rd Street, New York, NY 10065.
|
(3)
|
The address of this stockholder is 4701 Pleasant Street, Apartment 361, West Des Moines, Iowa 50266.
|
(4)
|
The address of this stockholder is 3919 Happy Valley Road, Lafayette, California 94549.
|
·
|
There is in effect a Registration Statement under the Securities Act covering the proposed disposition or transfer and such disposition or transfer is made in accordance with such Registration Statement;
|
·
|
You notify us of the proposed disposition or transfer and obtain a legal opinion from our counsel or from outside counsel, at our cost and reasonably satisfactory to us, that such disposition or transfer will not require registration under the Securities Act; or
|
·
|
The securities are sold pursuant to an exemption from the registration requirements of the Securities Act afforded by Rule 144 of the Securities Act or similar rule then in effect, and our counsel, or an outside counsel reasonably satisfactory to us, provides a legal opinion, at our cost, that such disposition is exempt from registration under the Securities Act.
|
(a)
|
represents that such investor is acquiring the Securities for such investor’s own account, for investment only not with a view to the resale or distribution thereof;
|
(b)
|
acknowledges that the right to transfer the Securities will be restricted by the Securities Act, applicable state securities laws and certain contractual restrictions, and that the investor’s ability to do so will be restricted by the absence of a market for the Shares; and
|
1.
|
Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 (excluding his/her primary residence);
|
2.
|
Any natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year;
|
3.
|
Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Exchange Act; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 (the “
Investment Company Act
”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000 any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“
ERISA
”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
|
4.
|
Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
|
5.
|
Any organization (described in Section 501(c)(3) of the Internal Revenue Code), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the shares offered, with total assets in excess of $5,000,000;
|
6.
|
Any director, or executive officer of the Company;
|
7.
|
Any trust, with total assets in excess of $5.0 million not formed for the specific purpose of acquiring the shares offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, or the Company reasonably believes immediately prior to making any sale that such purchaser comes within this description; or
|
8.
|
Any entity in which all of the equity owners are accredited investors.
|
1.
|
One executed copy of each of the documents contained in the Subscription Documentation Package, which is made part of the Memorandum, and
|
2.
|
A check or wire payable to “Signature Bank as Escrow Agent for BioSig Technologies, Inc.”. Prospective investors desiring to deliver the purchase price for the Units being purchased in the form of a wire transfer can do so pursuant to the procedures set forth in the Subscription Agreement.
|
·
|
Atrial Fibrillation or AF - the atria beat irregularly and too fast
|
·
|
Ventricular fibrillation - the ventricles beat irregularly and too fast
|
·
|
Atrial flutter – abnormal heart rhythm usually associated with fast heart rate
|
·
|
Heart block - the electrical signal is delayed or blocked after leaving the SA node
|
·
|
Procedure Complexity
|
·
|
Length of Treatment
|
·
|
Dexterity required to perform the procedure
|
Report of Independent Registered Public Accounting Firm
|
61
|
Balance Sheets as of December 31, 2012 and 2011
|
62
|
Statements of Operations for the Years Ended December 31, 2012 and 2011 and the Period from February 24, 2009 (date of inception) to December 31, 2012
|
63
|
Statements of Changes in Stockholders’ Deficit for the Period February 24, 2009 (date of inception) to December 31, 20128
|
64
|
Statements of Cash Flows for the Years Ended December 31, 2012 and 2011 and from the Period from February 24, 2009 (date of inception) to December 31, 2012
|
65
|
Notes to Financial Statements
|
66
|
Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012
|
80
|
Condensed Statements of Operations for the Nine Months Ended September 30, 2013 and 2012 and for the Period from February 24, 2009 (date of inception) through September 30, 2013 (unaudited)
|
81
|
Condensed Statement of Stockholders’ Deficit for the Nine Months Ended September 30, 2013 (unaudited)
|
82
|
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 and for the Period from February 24, 2009 (date of inception) through September 30, 2013 (unaudited)
|
83
|
Notes to Condensed Financial Statements for the Nine Months ended September 30, 2013
|
84
|
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 payable, related party
|
30,000
|
-
|
||||||
Liability to placement agent
|
94,500
|
-
|
||||||
Dividends payable
|
117,751
|
26,892
|
||||||
Total current 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, $0.001 par value, authorized 1,000,000 shares
|
||||||||
Common stock, $0.001 par value, authorized 50,000,000 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
inception) to
|
||||||||||||
Year ended December 31,
|
December 31, | |||||||||||
2012
|
2011
|
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 issued to founders
|
4,000,000
|
$
|
4,000
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
4,000
|
||||||||||||||||||||
Common stock issuable to founders
|
-
|
-
|
-
|
-
|
3,400,000
|
3,400
|
-
|
-
|
3,400
|
|||||||||||||||||||||||||||
Donated capital
|
-
|
-
|
-
|
-
|
-
|
-
|
100
|
-
|
100
|
|||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(104,584
|
)
|
(104,584
|
)
|
|||||||||||||||||||||||||
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
inception) to
|
||||||||||||
Year ended December 31,
|
December 31, | |||||||||||
2012
|
2011
|
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
|
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 BALANCE SHEETS
|
||||||||
September 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 65,481 | $ | 24,237 | ||||
Prepaid expenses
|
20,000 | 33,125 | ||||||
Capitalized financing costs
|
- | 212,635 | ||||||
Total current assets
|
85,481 | 269,997 | ||||||
Property and equipment, net
|
29,501 | 30,209 | ||||||
Other assets:
|
||||||||
Deposits
|
25,000 | 25,000 | ||||||
Total assets
|
$ | 139,982 | $ | 325,206 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 302,501 | $ | 472,882 | ||||
Advances, related party
|
10,500 | 27,040 | ||||||
Note payable, related party
|
- | 30,000 | ||||||
Liability to placement agent
|
- | 94,500 | ||||||
Dividends payable
|
329,076 | 117,751 | ||||||
Total current liabilities
|
642,078 | 742,173 | ||||||
Long term liabilities:
|
||||||||
Deferred rent payable
|
5,067 | 5,067 | ||||||
Note payable, related party
|
218,000 | 218,000 | ||||||
Convertible bridge notes payable, $229,359 related party
|
- | 613,812 | ||||||
Redeemable Series A Preferred Stock, liquidation preference of $922,000, net of debt discount of $47,764
|
874,236 | 922,000 | ||||||
Redeemable Series B Preferred Stock, liquidation preference of $887,500, net of debt discount of $91,602
|
795,898 | 887,500 | ||||||
Total long term liabilities
|
1,893,201 | 2,646,379 | ||||||
Total liabilities
|
2,535,279 | 3,388,552 | ||||||
Series C 9% Convertible Preferred stock, liquidation preference of $2,781,000, net of debt discount of $1,184,858
|
1,596,142 | - | ||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B and 4,200 shares of Series C Preferred Stock
|
||||||||
Common stock, $0.001 par value, authorized 50,000,000 shares, 8,196,591 and 8,166,238 issued and outstanding as of September 30, 2013 and December 31, 2012, respectively
|
8,197 | 8,166 | ||||||
Additional paid in capital
|
8,260,999 | 833,647 | ||||||
Deficit accumulated during development stage
|
(12,260,634 | ) | (3,905,159 | ) | ||||
Total stockholders' deficit
|
(3,991,438 | ) | (3,063,346 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 139,982 | $ | 325,206 | ||||
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 |
1.
|
In Exhibit C of the Charter, Section 10(b) shall be deleted in its entirety and replaced with the following:
|
PATENT ASSIGNMENT
|
Docket Number 41630-701.101
|
5972754-1
|
Attorney Docket No. 41630-701.101, Patent AppJ. No. 61/915,451, Page 1 of 3
|
PATENT ASSIGNMENT
|
Docket Number 41630-701.101
|
Date:
Mar 17, 2014
/s/ Thomas George Foxall
Thomas George Foxall
State/Commonwealth of
California
)
County
of
Los Angeles
)
|
|
On
3-17-14
before me
, Kim Wizer, Notary Public,
(Name/Title Notary) personally appeared
Thomas George Foxall
(Name of Signer) who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State/Commonwealth of
California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
/s/ Kim Wizer
|
(Notary Seal) |
Date:
03/17/14
/s/ Sina Fakhar
Sina Fakhar
State/Commonwealth of
California
)
County
of
Los Angeles
)
|
|
On
3-17-14
before me,
Kim Wizer, Notary Public,
(Name/Title of Notary) personally appeared
Sina Fakhar
(Name of Signer) who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State/Commonwealth of
California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
/s/ Kim Wizer
|
(Notary Seal)
|
5972754-1
|
Attorney Docket No. 41630-701.101, Patent AppJ. No. 61/915,451, Page 2 of 3
|
PATENT ASSIGNMENT
|
Docket Number 41630-701.101
|
Date: 03/17/2014
/s/ Branislav Vlajinic
Branislav Vlajinic
State/Commonwealth of
California
)
County
of
Los Angeles
)
|
|
On
3-17-14
before me,
Kim Wizer, Notary Public,
(Name/Title of Notary) personally appeared
Branislav Vlajinic
(Name of Signer) who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State/Commonwealth of
California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
/s/ Kim Wizer
|
(Notary Seal) |
5972754-1
|
Attorney Docket No. 41630-701.101, Patent AppJ. No. 61/915,451, Page 3 of 3
|
(i)
|
this Agreement duly executed by the Company;
|
(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)
|
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
43.
Sterne & Agee & Leach Inc C/F Jonathan Steinhouse R/O IRA
44.
Gary W Chmielewski
45.
Julius E Talton
46.
Bruce Levy
47.
Carlos Javier Jurado & Zulma E Jurado JTIC
48.
Stourbridge Investments LLC
49.
Paul E Hoffman
50.
Jerome B Zeldis
51.
Dr Mark Samuels
52.
ATA Investments LLC
53.
Stuart R Oliver
54.
Craig H Unger
55.
Janice Kinnikal & Reynold Duclas Jr JTIC
|
·
|
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:
|
Warrant Shares: ______ | Initial Exercise Date: April __, 2014 |
|
(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:
|
s/ Liggett, Vogt & Webb, P.A.
|
|
Liggett, Vogt & Webb, P.A.
|