BioSig Technologies, Inc.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
3845
|
26-4333375
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
8441 Wayzata Blvd., Suite 240
Minneapolis, Minnesota 55426
(763) 999-7330
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(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
|
Kenneth Londoner
Executive Chairman
8441 Wayzata Blvd., Suite 240
Minneapolis, Minnesota 55426
(763) 999-7330
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(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
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Non-accelerated filer
o
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Smaller reporting company
x
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(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, $0.001 par value per share
|
2,578,531
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$
|
2.70
|
(2)
|
$
|
6,962,033.70
|
$
|
808.99
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||||||||
Common Stock issuable upon conversion of Series C Preferred Stock
|
300,000
|
$
|
2.70
|
(2)
|
$
|
810,000.00
|
$
|
94.12
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||||||||
Common Stock underlying Warrants
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3,678,155
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$
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2.70
|
(2)
|
$
|
9,931,018.50
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$
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1,153.98
|
||||||||
Total
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6,556,686
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$
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2.70
|
(
2)
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$
|
17,703,052.20
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$
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2,057.09
|
(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, recapitalizations or other similar transactions.
|
||
(2)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low sales price of the common stock on June 8, 2015, as reported on the OTCQB.
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||
(3)
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$1,903.07 of which has been previously paid.
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Page
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1
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|
3 | |
18 | |
18 | |
18 | |
19 | |
24 | |
37 | |
40 | |
43 | |
43 | |
46 | |
63 | |
64 | |
73 | |
74 | |
74 | |
75 | |
F-1
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Common stock offered by the selling stockholders:
|
2,578,531 shares of our common stock to be offered by the selling stockholders and up to 300,000 shares of our common stock to be offered by the selling stockholders upon the conversion of 450 shares of Series C Preferred Stock and up to 3, 678,155 shares of our common stock to be offered by the selling stockholders upon the exercise of outstanding common stock purchase warrants.
|
|||
Common stock outstanding prior to the offering:
|
14,203,202
|
|||
Common stock outstanding after this offering:
|
18,181,357 (1)
|
|||
Use of proceeds:
|
We will not receive any proceeds from the sale of the common stock offered by the selling stockholders. However, we will receive proceeds from the conversion of the Series C Preferred Stock and from the exercise price of the warrants if the warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
|
|||
The OTCQB trading symbol:
|
“BSGM”
|
|||
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 3 of this prospectus before deciding whether or not to invest in shares of our common stock.
|
(1)
|
The number of shares of common stock outstanding after the offering is based upon 14,203,202 shares outstanding as of June 9, 2015, and assumes the conversion of all shares of Series C Preferred Stock and the exercise of all warrants with respect to those shares being registered for resale pursuant to the registration statement of which this prospectus forms a part.
|
●
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7,340 ,190 shares of common stock issuable upon the exercise of currently outstanding options at a weighted average exercise price of $2. 34 per share;
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●
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2,500 ,933 shares of common stock available for future issuance under the BioSig Technologies, Inc. 2012 Equity Incentive Plan; and
|
|
●
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1, 305,348 shares of common stock issuable upon the conversion of 1,958 outstanding shares of our Series C Preferred Stock at a conversion price of $1.50 per share
.
|
●
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successful completion of the pre-clinical and clinical development of our products;
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●
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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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●
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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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●
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interim results of any of our clinical trials may be inconclusive or negative;
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●
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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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●
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warning letters and untitled letters;
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●
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civil penalties and criminal prosecutions and penalties;
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fines;
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●
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injunctions;
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●
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product seizures or detentions;
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●
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import or export bans or restrictions;
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●
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voluntary or mandatory product recalls and related publicity requirements;
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●
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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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●
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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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●
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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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●
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there are significant legal and regulatory risks in medical device marketing and sales that we have never faced, and any failure to comply with applicable legal and regulatory requirements for sales, marketing and distribution could result in an enforcement action by the U.S. Food and Drug Administration, European regulators or other authorities that could jeopardize our ability to market our planned products or could subject us to substantial liability.
|
●
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the degree and range of protection any patents will afford us against competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents;
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●
|
if and when such patents will be issued, and, if granted, whether patents will be challenged and held invalid or unenforceable;
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●
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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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●
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redesign our product candidates or processes to avoid infringement;
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●
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cease usage of the subject matter claimed in the patents held by others;
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●
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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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●
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the outcomes of potential future patent litigation;
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our ability to monetize our future patents;
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●
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changes in our industry;
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●
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announcements of technological innovations, new products or product enhancements by us or others;
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●
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announcements by us of significant strategic partnerships, out-licensing, in-licensing, joint ventures, acquisitions or capital commitments;
|
●
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changes in earnings estimates or recommendations by security analysts, if our common stock is covered by analysts;
|
|
●
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investors’ general perception of us;
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|
●
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future issuances of common stock;
|
|
●
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the addition or departure of key personnel;
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●
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general market conditions, including the volatility of market prices for shares of technology companies, generally, and other factors, including factors unrelated to our operating performance; and
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|
●
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the other factors described in this “Risk Factors” section.
|
●
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incur additional indebtedness;
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●
|
permit liens on assets;
|
●
|
repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
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●
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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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●
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difficulties in obtaining financing on commercially reasonable terms;
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●
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changes in the size and nature of our competition;
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●
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loss of one or more key executives or scientists; and
|
●
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difficulties in securing regulatory approval to market our product candidates.
|
Fiscal Year 2015
|
||||||||
High
|
Low
|
|||||||
Second Quarter
|
$
|
4.80
|
|
$
|
2.01
|
|
||
First Quarter
|
$
|
2.85
|
$
|
1.31
|
||||
Fiscal Year 2014
|
||||||||
High
|
Low
|
|||||||
Fourth Quarter
|
$
|
3.50
|
$
|
2.56
|
||||
Third Quarter
|
$
|
-
|
$
|
-
|
||||
Second Quarter
|
$
|
-
|
$
|
-
|
||||
First Quarter
|
$
|
-
|
$
|
-
|
||||
Fiscal Year 2013
|
||||||||
High
|
Low
|
|||||||
Fourth Quarter
|
$
|
-
|
$
|
-
|
||||
Third Quarter
|
$
|
-
|
$
|
-
|
||||
Second Quarter
|
$
|
-
|
$
|
-
|
●
|
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 software and using proprietary signal processing, the PURE EP System software was able to reduce baseline wander, noise, and artifacts from the data and therefore provide better diagnostic quality signals.
|
●
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We have established clinical and/or advisory relationships for both technology development and validation studies with physicians and researchers affiliated with the following medical centers: Texas Cardiac Arrhythmia Institute, Austin, TX; Cardiac Arrhythmia Center at the University of California at Los Angeles, Los Angeles, CA; Mount Sinai Medical Center, New York, NY; Beaumont Medical Center, Detroit, MI; University Hospitals Case Medical Center, Cleveland, OH; The Heart Rhythm Institute, University of Oklahoma Health Sciences Center, Oklahoma City, OK; and Mayo Clinic, Rochester, MN.
|
●
|
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.
|
●
|
The Cardiac Arrhythmia Center at the University of California at Los Angeles and Dr. Kalyanam Shivkumar, a former member of our board of directors, have played a significant role in the initial functional testing of our hardware. Dr. Shivkumar and his team have enabled us to learn the connectivity of the lab and its devices that pertain to where our PURE EP System will fit in. In June 2013, we commenced our first proof of concept pre-clinical study with the assistance of Dr. Shivkumar in order to further test the components of the PURE EP System hardware, as further explained below.
|
●
|
We are developing signal processing tools within the PURE EP System that will assist electrophysiologists in further differentiating true signals from noise, which may potentially provide guidance in identifying ablation targets. The signal processing tools are expected to be an integral part of the software of the PURE EP System, which we believe will significantly facilitate the locating of ablation targets.
|
●
|
In the second and third quarters of 2013, we performed and finalized testing of our proof of concept unit by initially using an electrocardiogram/intracardiac simulator at our lab, and subsequently by obtaining pre-clinical recordings from the lab at the University of California at Los Angeles. As part of the testing, we simultaneously recorded electrocardiogram and intracardiac signals on our proof of concept unit and GE’s CardioLab recording system. An identical signal was applied to the input of both systems and the monitor of our proof of concept unit was positioned next to the monitor of GE’s CardioLab recording system to allow for visual comparison. We believe that our proof of concept unit performed well as compared to GE’s CardioLab recording system, in that the electrocardiogram and intracardiac signals displayed on our proof of concept unit showed less baseline wander, noise and artifacts compared to signals displayed on GE’s CardioLab recording system. However, because this was a proof of concept test, without any clearly established protocols, we cannot present this data for publication and we do not have any independent verification or peer review of these findings.
|
●
|
In the third quarter of 2013, we analyzed the results of our proof of concept unit to determine the final design of the PURE EP System prototype, which has since been completed.
|
|
●
|
In the fourth quarter of 2014, we appointed Dr. Samuel J. Asirvatham from Mayo Clinic as a member of our Scientific Advisory Board and initiated plans for pre-clinical studies at Mayo Clinic. We expect to perform our initial study there in April 2015.
|
|
●
|
In the first quarter of 2015, we appointed Dr. K.L. Venkatachalam from Mayo Clinic as a member of our Scientific Advisory Board. On March 31, 2015, Drs. Asirvatham and Venkatachalam performed our first pre-clinical study at the Mayo Clinic in Rochester, Minnesota.
|
●
|
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. CR Bard’s electrophysiology business was acquired by Boston Scientific in 2013.
|
●
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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.
|
Name
|
Age
|
Position with the Company
|
||
Kenneth L. Londoner
|
47 |
Executive Chairman and Director
|
||
Gregory D. Cash
|
58 |
President and Chief Executive Officer, Director
|
||
Steve Chaussy
|
61 |
Chief Financial Officer
|
||
Asher Holzer, Ph.D.
|
65 |
Chief Scientific Advisor and Director
|
||
Roy T. Tanaka
|
67 |
Director
|
||
Patrick J. Gallagher
|
50 |
Director
|
||
Seth H.Z. Fischer
|
59 |
Director
|
||
Jeffrey F. O’Donnell, Sr.
|
55 |
Director
|
||
Jerome Zeldis, M.D., Ph.D.
|
64 |
Director
|
||
David Weild IV | 58 | Director |
Name and principal position
|
Year
|
Salary
($)
|
Stock Awards
($)
|
Total
($)
|
|||||||
Kenneth L. Londoner, Executive Chairman and Director
|
2014
|
206,913
|
1,000,000
|
(1)
|
1,206,913
|
||||||
2013
|
211,500
|
458,400
|
(2)
|
669,900
|
|||||||
Gregory D. Cash, President, Chief Executive and Director
|
2014
|
103,126
|
2,383,443
|
(3)
|
2,486,569
|
||||||
2013
|
—
|
—
|
—
|
||||||||
Steven Chaussy, Chief Financial Officer
|
2014
|
49,500
|
500,000
|
(4)
|
549,500
|
||||||
2013
|
40,250
|
58,149
|
(5)
|
98,399
|
Name and principal position
|
Number of Securities underlying Unexercised Options (#) Exercisable
|
Number of Securities underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($/Sh)
|
Option Expiration Date
|
||||||||||
Gregory D. Cash
|
90,412
|
1,175,357
|
$
|
2.21
|
7/15/2024
|
|||||||||
Kenneth Londoner
|
250,000
|
—
|
$
|
2.09
|
1/16/2020
|
|||||||||
Steven Chaussy
|
30,000
|
—
|
$
|
2.09
|
1/16/2020
|
|||||||||
30,000
|
—
|
$
|
2.00
|
6/11/2023
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options
(a)
|
Weighted-average exercise price of outstanding options
(b)
|
Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||||
Equity compensation plans approved by security holders
|
5,990,190
|
2.25
|
2,815,933
|
||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
||||||
Total
|
5,990,190
|
2.25
|
2,815,933
|
Name
|
Fees earned or paid in cash ($)
|
Option Awards ($) (1)
|
Total ($)
|
||||||||
Asher Holzer, Ph.D.
|
—
|
145,063
|
(1)
|
145,063
|
|||||||
Roy T. Tanaka
|
—
|
241,772
|
(2)
|
241,772
|
|||||||
Jonathan Steinhouse
|
—
|
338,481
|
(3)
|
338,481
|
|||||||
Seth H. Z. Fischer
|
—
|
904,069
|
(4)
|
904,069
|
|||||||
Patrick J. Gallagher
|
—
|
307,269
|
(5)
|
307,269
|
|||||||
Total:
|
—
|
1,936,654
|
1,936,654
|
(1)
|
Represents a stock option granted on September 1, 2014 for the purchase of 75,000 shares of common stock, exercisable immediately, at an exercise price of $2.50 per share and a termination date of September 1, 2021.
|
(2)
|
Represents a stock option granted on September 1, 2014 for the purchase of 125,000 shares of common stock, exercisable immediately, at an exercise price of $2.50 per share and a termination date of September 1, 2021.
|
(3)
|
Represents a stock option granted on September 1, 2014 for the purchase of 175,000 shares of common stock, exercisable immediately, at an exercise price of $2.50 per share and a termination date of September 1, 2021.
|
(4)
|
Represents a stock option granted on September 1, 2014 for the purchase of 150,000 shares of common stock of which 50% vested on the date of the grant and 50% vest on the first anniversary, at an exercise price of $2.50 per share and a termination date of September 1, 2021; and a stock option granted on October 14, 2014 for 163,444 shares of common stock, exercisable immediately, at an exercise price of $2.50 per share and a termination date of October 14, 2021.
|
(5)
|
Represents a stock option granted on September 1, 2014 for the purchase of 150,000 shares of common stock, vesting over two years with 50% vesting on the first anniversary and the remaining 50% vesting monthly over a one year period, at an exercise price of $2.50 per share and a termination date of September 1, 2021.
|
●
|
by each person who is known by us to beneficially own more than 5.0% of our common stock;
|
●
|
by each of our named executive officers and directors; and
|
●
|
by all of our named executive officers and directors as a group.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially Owned (1)
|
Percentage of Common
Stock Owned (1)(2)
|
||||||
5% Owners
|
||||||||
Lora Mikolaitis
|
3,611,224
|
(3)
|
25. 12
|
%
|
||||
Alpha Capital Anstalt (4)
|
2, 365,046
|
(5)
|
15.64
|
%
|
||||
Laidlaw & Co. (UK) Ltd. (6)
|
876,233
|
(7)
|
5. 81
|
%
|
||||
Officers and Directors
|
||||||||
Kenneth L. Londoner
|
4,605,314
|
(8)
|
31. 41
|
%
|
||||
Asher Holzer, Ph.D.
|
324,083
|
(9)
|
2. 24
|
%
|
||||
Gregory D. Cash
|
431,854
|
(10)
|
2.96
|
%
|
||||
Roy T. Tanaka
|
633,452
|
(11)
|
4. 28
|
%
|
||||
Seth H. Z. Fischer
|
453,027
|
( 12 )
|
3. 10
|
%
|
||||
Patrick J. Gallagher
|
27,083
|
( 13 )
|
*
|
|||||
Jeffrey F. O’Donnell, Sr.
|
214,550
|
( 14 )
|
1. 50
|
%
|
||||
Steve Chaussy
|
368,362
|
( 15 )
|
2. 58
|
%
|
||||
Jerome Zeldis, M.D., Ph.D.
|
418,315
|
( 16 )
|
2. 87
|
%
|
||||
David Weild IV
|
133,334
|
(17)
|
*
|
|||||
All directors and executive officers as a group (10 persons)
|
7, 609,374
|
51.96
|
%
|
(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 June 9, 2015, 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 14,203,202 shares of common stock outstanding as of June 9, 2015.
|
(3)
|
Comprised of (i) 43,750 shares of common stock, (ii) options to purchase 175,000 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015, and (iii) 3,392,474 shares of common stock held by Miko Consulting Group, Inc. Lora Mikolaitis has sole voting and dispositive power over the securities held for the account of Miko Consulting Group, Inc.
|
(4)
|
The address for Alpha Capital Anstalt is Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein. Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this stockholder.
|
(5)
|
Comprised of (i) 824,534 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 516 ,667 shares of common stock, and (iii) warrants to purchase 1,023,845 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)
|
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 stockholder.
|
(7)
|
Comprised of warrants to purchase shares of common stock.
|
(8)
|
Comprised of (i) 724,045 shares of common stock directly held by Mr. Londoner, (ii) 3,334,974 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 296,295 shares of common stock, and (v) options to purchase 250,000 shares of common stock that are currently exercisable.
|
(9)
|
Comprised of (i) 85,000 shares of common stock, and (ii) options to purchase 239,083 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015.
|
(10)
|
Comprised of (i) 25,000 shares of common stock, and (ii) options to purchase 406,854 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015.
|
(11)
|
Comprised of (i) 25,000 shares of common stock, and (ii) options to purchase 608,452 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015.
|
(12)
|
Consists of (i) 25 ,000 shares of common stock , and (ii) options to purchase 428,027 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015 .
|
(13)
|
Consists of (i) 25,000 shares of common stock, and (ii) options to purchase 2,083 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015.
|
(14)
|
Consists of (i) 112,500 shares of common stock, and (ii) options to purchase 102,050 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015.
|
(15)
|
Consists of (i) 308,362 shares of common stock, and (ii) options to purchase 60,000 shares of common stock that are currently exercisable.
|
(16)
|
Consists of (i) 12,245 shares of common stock, (ii) options to purchase 304,167 shares of common stock that are currently exercisable, (iii) shares of Series C Preferred Stock that are convertible into 33,334 shares of common stock, and (iv) warrants to purchase 68,569 shares of common stock.
|
(17)
|
Consists of options to purchase 133,334 shares of common stock that are currently exercisable or exercisable within 60 days of June 9, 2015.
|
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 C. Bellard
|
62,000
|
(3)
|
62,000
|
(3)
|
0
|
*
|
||||||||||
Johnson Revocable Trust DTD Feb 13 2000, Todd Johnson & Luann Johnson TTEES
|
24,000
|
(4)
|
24,000
|
(4)
|
0
|
*
|
||||||||||
Herschel Johnson
|
38,565
|
(5)
|
9,539
|
(6)
|
29,026
|
(7)
|
*
|
|||||||||
Kenneth R. Klimitchek
|
15,000
|
(8)
|
15,000
|
(8)
|
0
|
*
|
||||||||||
James W. Lees
|
71,429
|
(9)
|
21,246
|
(10)
|
50,183
|
(11)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F David W. Frost IRA
|
48,645
|
(12)
|
39,649
|
(13)
|
8,996
|
(14)
|
*
|
|||||||||
David W. Frost
|
537,122
|
(15)
|
281,021
|
(16)
|
256,101
|
(17)
|
1.77 %
|
|||||||||
Maree Casatelli
|
12,000
|
(18)
|
12,000
|
(18)
|
0
|
*
|
||||||||||
Douglas E. Jasek
|
30,000
|
(19)
|
30,000
|
(19)
|
0
|
*
|
||||||||||
Randall L Payne & Kathy S Payne JTWROS
|
92,600
|
(20)
|
92,600
|
(20)
|
0
|
*
|
||||||||||
Trevor W. Davies
|
16,000
|
(21)
|
16,000
|
(21)
|
0
|
*
|
||||||||||
Bryan J. Hanks & Michelle B. Hanks JTWROS
|
55,000
|
(22)
|
55,000
|
(22)
|
0
|
*
|
||||||||||
Koushik & Kamla A. Reddy JTWROS
|
15,000
|
(23)
|
15,000
|
(23)
|
0
|
*
|
||||||||||
AAJK Investments, LLC (24)
|
6,000
|
(25)
|
6,000
|
(25)
|
0
|
*
|
||||||||||
Bruno J. Casatelli
|
150,612
|
(26)
|
150,612
|
(26)
|
0
|
*
|
||||||||||
Jerry Caldwell
|
21,000
|
(27)
|
21,000
|
(27)
|
0
|
*
|
||||||||||
Thomas B. D’Agostino
|
30,000
|
(28)
|
30,000
|
(28)
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F Bruce Frost IRA
|
6,000
|
(29)
|
6,000
|
(29)
|
0
|
*
|
||||||||||
Alexander Gerould
|
30,000
|
(30)
|
30,000
|
(30)
|
0
|
*
|
||||||||||
Benjamin Netick
|
15,000
|
(31)
|
15,000
|
(31)
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F Algis J. Rajeckas IRA
|
15,000
|
(32)
|
15,000
|
(32)
|
0
|
*
|
||||||||||
Randolph Swickle
|
6,000
|
(33)
|
6,000
|
(33)
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc C/F Jonathan Steinhouse R/O IRA
|
24,368
|
( 34 )
|
24,368
|
( 34 )
|
0
|
*
|
||||||||||
Lee Irish
|
9,000
|
( 35 )
|
9,000
|
( 35 )
|
0
|
*
|
||||||||||
Jere D. Peak
|
15,000
|
( 36 )
|
15,000
|
( 36 )
|
0
|
*
|
||||||||||
Tim Engels
|
16,000
|
( 37 )
|
16,000
|
( 37 )
|
0
|
*
|
||||||||||
Bruce G. Krueger
|
34,000
|
( 38 )
|
34,000
|
( 38 )
|
0
|
*
|
||||||||||
Douglas Davies
|
12,000
|
( 39 )
|
12,000
|
( 39 )
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F Benjamin Netick Roth IRA Conversion
|
10,000
|
( 40 )
|
10,000
|
( 40 )
|
0
|
*
|
||||||||||
Graham John Nicholson
|
21,000
|
( 41 )
|
21,000
|
( 41 )
|
0
|
*
|
||||||||||
Fernando Malvido Olascoaga
|
25,000
|
( 42 )
|
25,000
|
( 42 )
|
0
|
*
|
||||||||||
Gustavo Dos Reis Vasques
|
20,000
|
( 43 )
|
20,000
|
( 43 )
|
0
|
*
|
||||||||||
Michael Wessner
|
10,000
|
( 44 )
|
10,000
|
( 44 )
|
0
|
*
|
||||||||||
Herbert B. Alcorn
|
18,500
|
( 45 )
|
18,500
|
( 45 )
|
0
|
*
|
||||||||||
Marvin Dale Martin
|
15,000
|
( 46 )
|
15,000
|
( 46 )
|
0
|
*
|
||||||||||
Waleed Suhail Al-Nasrawi
|
25,000
|
( 47 )
|
25,000
|
( 47 )
|
0
|
*
|
||||||||||
Kenneth N. Larsen Nancy J. Larsen JTWROS
|
50,000
|
( 48 )
|
50,000
|
( 48 )
|
0
|
*
|
||||||||||
Nicholas Osorio & Paulina Veytia JTWROS
|
25,000
|
( 49 )
|
25,000
|
( 49 )
|
0
|
*
|
||||||||||
Ecovest Limited ( 50 )
|
20,000
|
( 51 )
|
20,000
|
( 51 )
|
0
|
*
|
||||||||||
Jan J. Laskowski & Sofia M. Laskowski JTWROS
|
50,000
|
( 52 )
|
50,000
|
( 52 )
|
0
|
*
|
||||||||||
John Lloyd
|
18,000
|
( 53 )
|
18,000
|
( 53 )
|
0
|
*
|
||||||||||
Horacio Fajer Cardona
|
9,600
|
( 54 )
|
9,600
|
( 54 )
|
0
|
*
|
||||||||||
Ronald P. Geisler
|
10,000
|
( 55 )
|
10,000
|
( 55 )
|
0
|
*
|
The William D Woodford & Deborah N Woodford Revoc Living Trust 01/15/13
|
25,000
|
( 56 )
|
25,000
|
( 56 )
|
0
|
*
|
||||||||||
Michael D. Watson
|
30,000
|
( 57 )
|
30,000
|
( 57 )
|
0
|
*
|
||||||||||
Gonzalo A. Salgueiro
|
72,009
|
( 58 )
|
25,000
|
( 58 )
|
47,009
|
*
|
||||||||||
Benjamin Hasty
|
50,000
|
( 59 )
|
50,000
|
( 59 )
|
0
|
*
|
||||||||||
Steven A. Hobbs
|
50,000
|
( 60 )
|
50,000
|
( 60 )
|
0
|
*
|
||||||||||
Michael L. Turner
|
40,000
|
( 61 )
|
40,000
|
( 61 )
|
0
|
*
|
||||||||||
Mariusz J. Klin
|
25,000
|
( 62 )
|
25,000
|
( 62 )
|
0
|
*
|
||||||||||
Bernd Albrecht
|
25,000
|
( 63 )
|
25,000
|
( 63 )
|
0
|
*
|
||||||||||
Carlo Wolf
|
100,000
|
( 64 )
|
100,000
|
( 64 )
|
0
|
*
|
||||||||||
Philip Ireland
|
28,000
|
( 65 )
|
28,000
|
( 65 )
|
0
|
*
|
||||||||||
Richard Burgess
|
50,000
|
( 66 )
|
50,000
|
( 66 )
|
0
|
*
|
||||||||||
Jorge Enrique Borbolla
|
20,000
|
( 67 )
|
20,000
|
( 67 )
|
0
|
*
|
||||||||||
Andreas Wawrla
|
500,000
|
( 68 )
|
500,000
|
( 68 )
|
0
|
*
|
||||||||||
Wayne Young
|
16,000
|
( 69 )
|
16,000
|
( 69 )
|
0
|
*
|
||||||||||
Charles Morse
|
15,000
|
( 70 )
|
15,000
|
( 70 )
|
0
|
*
|
||||||||||
Graeme Farr
|
25,000
|
( 71 )
|
25,000
|
( 71 )
|
0
|
*
|
||||||||||
Alois Praxmarer & Sandra Praxmarer JTWROS
|
100,000
|
( 72 )
|
100,000
|
( 72 )
|
0
|
*
|
||||||||||
William Wade Brawley
|
25,000
|
( 73 )
|
25,000
|
( 73 )
|
0
|
*
|
||||||||||
Patrick S. Thomas
|
25,000
|
( 74 )
|
25,000
|
( 74 )
|
0
|
*
|
||||||||||
Robert Dunn & Judy Dunn JTWROS
|
50,000
|
( 75 )
|
50,000
|
( 75 )
|
0
|
*
|
||||||||||
Steven K. Nelson
|
50,000
|
( 76 )
|
50,000
|
( 76 )
|
0
|
*
|
||||||||||
James M. Wimberly
|
25,000
|
( 77 )
|
25,000
|
( 77 )
|
0
|
*
|
||||||||||
William A. Valka & Barbara B. Valka JTWROS
|
100,000
|
( 78 )
|
100,000
|
( 78 )
|
0
|
*
|
||||||||||
Bill D. Eischeid
|
25,000
|
( 79 )
|
25,000
|
( 79 )
|
0
|
*
|
||||||||||
Douglas Pence
|
100,000
|
( 80 )
|
100,000
|
( 80 )
|
0
|
*
|
||||||||||
Ian H. Murray
|
49,076
|
( 81 )
|
34,083
|
( 82 )
|
14,993
|
( 83 )
|
*
|
|||||||||
Larry W. Schwartz
|
16,000
|
( 84 )
|
16,000
|
( 84 )
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F Deborah A. Schwartz Roth IRA
|
25,000
|
( 85 )
|
25,000
|
( 85 )
|
0
|
*
|
||||||||||
Timothy Williams
|
25,000
|
( 86 )
|
25,000
|
( 86 )
|
0
|
*
|
||||||||||
Anders P. Lindholm
|
50,000
|
( 87 )
|
50,000
|
( 87 )
|
0
|
*
|
||||||||||
Julian Bavin
|
40,000
|
( 88 )
|
40,000
|
( 88 )
|
0
|
*
|
||||||||||
Rudolf Weiss
|
30,000
|
( 89 )
|
30,000
|
( 89 )
|
0
|
*
|
||||||||||
Bruce C. Ghrist
|
10,000
|
( 90 )
|
10,000
|
( 90 )
|
0
|
*
|
||||||||||
Ronald J. Woodward
|
25,000
|
( 91 )
|
25,000
|
( 91 )
|
0
|
*
|
||||||||||
James Ellinwood
|
25,000
|
( 92 )
|
25,000
|
( 92 )
|
0
|
*
|
||||||||||
Craig William Bannister
|
30,000
|
( 93 )
|
30,000
|
( 93 )
|
0
|
*
|
||||||||||
John Campbell
|
50,000
|
( 94 )
|
50,000
|
( 94 )
|
0
|
*
|
||||||||||
Michael F. Tedesco
|
10,000
|
( 95 )
|
10,000
|
( 95 )
|
0
|
*
|
||||||||||
Donald Joseph Stroh
|
10,000
|
( 96 )
|
10,000
|
( 96 )
|
0
|
*
|
||||||||||
Timothy McCormick & Katheryn E. Murray JTWROS
|
10,000
|
( 97 )
|
10,000
|
( 97 )
|
0
|
*
|
||||||||||
Matthew Reid
|
38,910
|
( 98 )
|
25,000
|
( 98 )
|
13,910
|
*
|
||||||||||
Gary J. Mabie & Janelle L. Mabie JTWROS
|
50,000
|
( 99 )
|
50,000
|
( 99 )
|
0
|
*
|
||||||||||
Tim N. Montgomery
|
50,000
|
( 100 )
|
50,000
|
( 100 )
|
0
|
*
|
||||||||||
J.L. Christopher Cheadle
|
100,000
|
( 101 )
|
100,000
|
( 101 )
|
0
|
*
|
||||||||||
Kenneth H. Hancock
|
100,000
|
( 102 )
|
100,000
|
( 102 )
|
0
|
*
|
||||||||||
Bernard J. Heiles & Gabriele Heiles JTWROS
|
50,000
|
( 103 )
|
50,000
|
( 103 )
|
0
|
*
|
||||||||||
Douglas A. Alcott
|
25,000
|
( 104 )
|
25,000
|
( 104 )
|
0
|
*
|
||||||||||
James R. Bement & Sheryl Bement JTWROS
|
50,000
|
( 105 )
|
50,000
|
( 105 )
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F David Bowlby IRA
|
50,000
|
( 106 )
|
50,000
|
( 106 )
|
0
|
*
|
||||||||||
Jeffery S. Boyer
|
22,500
|
( 107 )
|
10,000
|
( 107 )
|
12,500
|
*
|
||||||||||
Donald K. Coffey
|
25,000
|
( 108 )
|
25,000
|
( 108 )
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F John P. Cotis R/O IRA
|
20,000
|
( 109 )
|
20,000
|
( 109 )
|
0
|
*
|
||||||||||
James V. Cunningham
|
20,000
|
( 110 )
|
20,000
|
( 110 )
|
0
|
*
|
Stephen J. Farley
|
50,000
|
( 111 )
|
50,000
|
( 111 )
|
0
|
*
|
||||||||||
David Nahmias
|
9,000
|
( 112 )
|
9,000
|
( 112 )
|
0
|
*
|
||||||||||
Randy O. Frost
|
10,000
|
( 113 )
|
10,000
|
( 113 )
|
0
|
*
|
||||||||||
Gerard A. Gabriel
|
50,000
|
( 114 )
|
50,000
|
( 114 )
|
0
|
*
|
||||||||||
Robert J. Gray
|
83,355
|
( 115 )
|
30,204
|
( 116 )
|
53,151
|
( 117 )
|
*
|
|||||||||
Alexander H. Hachiya
|
51,000
|
( 118 )
|
51,000
|
( 118 )
|
0
|
*
|
||||||||||
David M. Laurenson
|
50,000
|
( 119 )
|
50,000
|
( 119 )
|
0
|
*
|
||||||||||
Bruce Levy
|
16,150
|
( 120 )
|
16,150
|
( 120 )
|
0
|
*
|
||||||||||
Lawrence T Juette
|
19,000
|
( 121 )
|
19,000
|
( 121 )
|
0
|
*
|
||||||||||
Stuart R. Oliver
|
36,306
|
( 122 )
|
36,306
|
( 122 )
|
0
|
*
|
||||||||||
Lennox Jaipersad
|
6,000
|
( 123 )
|
6,000
|
( 123 )
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F Joseph Oppito Bene Owner Patrick Oppito DCSD IRA
|
25,000
|
( 124 )
|
25,000
|
( 124 )
|
0
|
*
|
||||||||||
Dhiman Parikh
|
12,500
|
( 125 )
|
12,500
|
( 125 )
|
0
|
*
|
||||||||||
Manu Prasad Parikh
|
35,000
|
( 126 )
|
35,000
|
( 126 )
|
0
|
*
|
||||||||||
George A. Parmer
|
100,000
|
( 127 )
|
100,000
|
( 127 )
|
0
|
*
|
||||||||||
Arthur Pereless
|
20,000
|
( 128 )
|
20,000
|
( 128 )
|
0
|
*
|
||||||||||
Gregoy George Pyszczymuka
|
12,500
|
( 129 )
|
12,500
|
( 129 )
|
0
|
*
|
||||||||||
Reed Family Trust DTD 06/24/1999 Clayton A Reed & Stephanie S Reed TTEES
|
100,000
|
( 130 )
|
100,000
|
( 130 )
|
0
|
*
|
||||||||||
Sterne Agee & Leach Inc. C/F Gary A. Robbins IRA
|
10,000
|
( 131 )
|
10,000
|
( 131 )
|
0
|
*
|
||||||||||
Terrence E. Rusin
|
10,900
|
( 132 )
|
10,900
|
( 132 )
|
0
|
*
|
||||||||||
Oliver Schulte
|
25,000
|
( 133 )
|
25,000
|
( 133 )
|
0
|
*
|
||||||||||
Neha Parikh Shah & Nikesha Shah JTWROS
|
10,000
|
( 134 )
|
10,000
|
( 134 )
|
0
|
*
|
||||||||||
Robert T. Stapell
|
25,000
|
( 135 )
|
25,000
|
( 135 )
|
0
|
*
|
||||||||||
Jeff L. Stevens
|
25,000
|
( 136 )
|
25,000
|
( 136 )
|
0
|
*
|
||||||||||
Daniel P. Wikel
|
50,000
|
( 137 )
|
50,000
|
( 137 )
|
0
|
*
|
||||||||||
Kenneth Williamson
|
50,000
|
( 138 )
|
50,000
|
( 138 )
|
0
|
*
|
||||||||||
SAL C/F Lance Ziaks Simple IRA
|
10,000
|
( 139 )
|
10,000
|
( 139 )
|
0
|
|||||||||||
Scott L. Byer
|
25,000
|
( 140 )
|
25,000
|
( 140 )
|
0
|
*
|
||||||||||
Kenneth Londoner ( 141 )
|
4,605,314
|
( 142 )
|
181,220
|
( 143 )
|
4, 424,094
|
( 144 )
|
30. 18 %
|
|||||||||
Alpha Capital Anstalt ( 145 )
|
2, 365,046
|
( 146 )
|
745,875
|
( 147 )
|
1, 619,171
|
( 148 )
|
10. 71 %
|
|||||||||
Jonathan Steinhouse
|
436,765
|
( 149 )
|
23,572
|
( 150 )
|
413,193
|
( 151 )
|
2. 87 %
|
|||||||||
Gary W Chmielewski & Monica R. Chmielewski JTWROS
|
6,123
|
( 152 )
|
6,123
|
( 152 )
|
0
|
*
|
||||||||||
Julius E. Talton
|
18,750
|
( 153 )
|
18,750
|
( 153 )
|
0
|
*
|
||||||||||
Carlos Javier Jurado & Zulma E. Jurado JTIC
|
7,500
|
( 154 )
|
7,500
|
( 154 )
|
0
|
*
|
||||||||||
Stourbridge Investments LLC ( 155 )
|
11,250
|
( 156 )
|
11,250
|
( 156 )
|
0
|
*
|
||||||||||
Paul E. Hoffmann
|
9,183
|
( 157 )
|
9,183
|
( 157 )
|
0
|
*
|
||||||||||
Jerome B. Zeldis ( 158 )
|
418,315
|
( 159 )
|
28,777
|
( 160 )
|
389,538
|
( 161 )
|
2. 67 %
|
|||||||||
Mark S Samuels
|
12,245
|
12,245
|
0
|
*
|
||||||||||||
ATA Investments, LLC ( 162 )
|
6,150
|
( 163 )
|
6,150
|
( 163 )
|
0
|
*
|
||||||||||
Craig H. Unger
|
7,653
|
( 164 )
|
7,653
|
( 164 )
|
0
|
*
|
||||||||||
Reynold Duclas Jr. & Janice Kannikal JTIC
|
6,150
|
( 165 )
|
6,150
|
( 165 )
|
0
|
*
|
||||||||||
James Keleher
|
6,000
|
( 166 )
|
6,000
|
( 166 )
|
0
|
*
|
||||||||||
Alan Greenhalgh & Angela Greenhalgh JTWROS
|
56,940
|
( 167 )
|
56,940
|
( 167 )
|
0
|
*
|
||||||||||
Garfield W. Hardeman T.O.D
|
15,000
|
( 168 )
|
15,000
|
( 168 )
|
0
|
*
|
||||||||||
Medardo Villatoro
|
6,780
|
( 169 )
|
6,780
|
( 169 )
|
0
|
*
|
||||||||||
Barry G. Pallay
|
6,000
|
( 170 )
|
6,000
|
( 170 )
|
0
|
*
|
||||||||||
John Avon
|
21,000
|
( 171 )
|
21,000
|
( 171 )
|
0
|
*
|
||||||||||
Jason H Murray as Trustee for The Golden Pond Super Fund
|
30,000
|
( 172 )
|
30,000
|
( 172 )
|
0
|
*
|
||||||||||
David C. Metzner
|
12,245
|
( 173 )
|
12,245
|
( 173 )
|
0
|
*
|
||||||||||
Lyle Helmick
|
6,150
|
( 174 )
|
6,150
|
( 174 )
|
0
|
*
|
||||||||||
Georges Zanellato
|
30,000
|
( 175 )
|
30,000
|
( 175 )
|
0
|
*
|
Jan Backvall
|
6,000
|
( 176 )
|
6,000
|
( 176 )
|
0
|
*
|
||||||||||
Brad Larson
|
7,080
|
( 177 )
|
7,080
|
( 177 )
|
0
|
*
|
||||||||||
Tim Lockner
|
6,000
|
( 178 )
|
6,000
|
( 178 )
|
0
|
*
|
||||||||||
Sterne Agee & Leach C/F Robert E Spano IRA
|
9,840
|
( 179 )
|
9,840
|
( 179 )
|
0
|
*
|
||||||||||
William Bellinger
|
10,800
|
( 180 )
|
10,800
|
( 180 )
|
0
|
*
|
||||||||||
Ted Fiore
|
7,200
|
( 181 )
|
7,200
|
( 181 )
|
0
|
*
|
||||||||||
Frank R Deis & Donna R Deis JTWROS
|
6,000
|
( 182 )
|
6,000
|
( 182 )
|
0
|
*
|
||||||||||
Joseph A Schuld
|
6,000
|
( 183 )
|
6,000
|
( 183 )
|
0
|
*
|
||||||||||
L. Dean Fox
|
74,210
|
( 184 )
|
51,042
|
( 185 )
|
23,168
|
( 186 )
|
*
|
|||||||||
Standard Sand & Silica Co., Inc. ( 187 )
|
12,000
|
( 188 )
|
12,000
|
( 188 )
|
0
|
*
|
||||||||||
Brio Capital Master Fund Ltd. ( 189 )
|
363,878
|
( 190 )
|
112,440
|
( 191 )
|
251,438
|
( 192 )
|
1. 75 %
|
|||||||||
Michael N. Emmerman
|
487,314
|
(193)
|
41,628
|
(194)
|
445,686
|
(195)
|
3.06%
|
|||||||||
Lau Family Fund LP (196)
|
105,693
|
(197)
|
10,409
|
(198)
|
95,284
|
(199)
|
*
|
|||||||||
R. Ian Chaplin
|
73,204
|
(200)
|
5,204
|
(201)
|
68,000
|
(202)
|
*
|
|||||||||
Kenneth Epstein
|
192,084
|
(203)
|
20,814
|
(204)
|
171,270
|
(205)
|
1.19%
|
|||||||||
Sterne Agee & Leach Inc. C/F Maree Casatelli SEP IRA
|
47,889
|
(206)
|
5,204
|
(207)
|
42,685
|
(208)
|
*
|
|||||||||
Ron D. Craig
|
223,192
|
(209)
|
20,400
|
(210)
|
202,792
|
(211)
|
1.42%
|
|||||||||
Michael Engdall & Susan Engdall JTWROS
|
64,965
|
(212)
|
7,287
|
(213)
|
57,678
|
(214)
|
*
|
|||||||||
Phillip Todd Herndon
|
123,599
|
(215)
|
10,409
|
(216)
|
113,190
|
(217)
|
*
|
|||||||||
Rex A. Jones
|
254,228
|
(218)
|
20,814
|
(219)
|
233,414
|
(220)
|
1.62%
|
|||||||||
Nabil M. Yazgi
|
159,128
|
(221)
|
4,164
|
(222)
|
154,964
|
(223)
|
1.09%
|
|||||||||
Portofino Ventures LP (224)
|
38,312
|
(225)
|
4,164
|
(226)
|
34,148
|
(227)
|
*
|
|||||||||
Thomas G. Hoffman
|
60,736
|
(228)
|
5,204
|
(229)
|
55,532
|
(230)
|
*
|
|||||||||
Martin F. Sauer
|
79,228
|
(231)
|
5,204
|
(232)
|
74,024
|
(233)
|
*
|
|||||||||
Ray Weber
|
84,118
|
(234)
|
9,368
|
(235)
|
74,750
|
(236)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F Raymond E. Weber IRA
|
67,042
|
(237)
|
7,285
|
(238)
|
59,757
|
(239)
|
*
|
|||||||||
Fourfathom Capital LLC (240)
|
191,549
|
(241)
|
20,814
|
(242)
|
170,735
|
(243)
|
1.19%
|
|||||||||
Michael B. Carroll & Sheila J. Carroll JTWROS
|
287,322
|
(244)
|
31,221
|
(245)
|
256,101
|
(246)
|
1.77%
|
|||||||||
Scott D. Gamble
|
191,549
|
(247)
|
20,814
|
(248)
|
170,735
|
(249)
|
1.19%
|
|||||||||
Brian E. Jones & Peggy A. Jones JTWROS
|
123,599
|
(250)
|
10,409
|
(251)
|
113,190
|
(252)
|
*
|
|||||||||
David Patterson
|
38,312
|
(253)
|
4,164
|
(254)
|
34,148
|
(255)
|
*
|
|||||||||
George Elefther & Karin Alexa Elefther JTWROS
|
24,210
|
(256)
|
1,042
|
(257)
|
23,168
|
(258)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F John L. Sommer IRA
|
72,718
|
(259)
|
2,083
|
(260)
|
70,635
|
(261)
|
*
|
|||||||||
Allan D. Carlson
|
17,076
|
(262)
|
2,083
|
(263)
|
14,993
|
(264)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F Randy Payne IRA
|
30,986
|
(265)
|
2,083
|
(266)
|
28,903
|
(267)
|
*
|
|||||||||
Dr. Richard Matter & Anita Matter JTWROS
|
34,150
|
(268)
|
4,164
|
(269)
|
29,986
|
(270)
|
*
|
|||||||||
Randal E. Margo
|
47,185
|
(271)
|
5,204
|
(272)
|
41,981
|
(273)
|
*
|
|||||||||
Eugene E. Eubank
|
94,369
|
(274)
|
10,407
|
(275)
|
83,962
|
(276)
|
*
|
|||||||||
Robert W. Baird & Co. Inc. TTEE FBO Brian Mark Miller ROTH IRA
|
170,735
|
(277)
|
20,814
|
(278)
|
149,921
|
(279)
|
1.04%
|
|||||||||
Sterne Agee & Leach Inc. C/F Dr. Gary W. Chmielewski IRA
|
17,076
|
(280)
|
2,083
|
(281)
|
14,993
|
(282)
|
*
|
|||||||||
Laidlaw & Co (UK) Ltd ( 283 )
|
876,233
|
( 284 )
|
0
|
876,233
|
( 284 )
|
5. 81 %
|
(1)
|
In computing the percentage of our common stock beneficially owned by each selling stockholder after the offering, we have assumed the exercise by such selling stockholder of all warrants with respect to those shares being offered by such selling stockholder, and therefore the calculation is based on a number of shares of common stock outstanding comprised of (i) 14,203,202 shares of common stock outstanding as of June 9, 2015 plus (ii) the number of shares offered by the selling stockholder in this offering underlying warrants held by such selling stockholder. The shares offered by one selling stockholder underlying warrants held by such selling stockholder are not deemed outstanding for the purpose of computing the percentage ownership of any other selling stockholder.
|
(2)
|
In computing the percentage of our common stock beneficially owned by each selling stockholder after the offering, we have assumed that all shares offered by such selling stockholder underlying warrants held by such selling stockholder have been sold, and therefore the calculation is based on a number of shares of common stock outstanding comprised of (i) 14,203,202 shares of common stock outstanding as of June 9, 2015 plus (ii) the number of shares offered by the selling stockholder in this offering underlying warrants held by such selling stockholder. The shares offered by one selling stockholder underlying warrants held by such selling stockholder are not deemed outstanding for the purpose of computing the percentage ownership of any other selling stockholder.
|
(3)
|
Includes 34,000 shares of common stock issuable upon the exercise of warrants.
|
(4)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
(5)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 11,334 shares of common stock and (ii) 23,231 shares of common stock issuable upon the exercise of warrants.
|
(6)
|
Includes 5,539 shares of common stock issuable upon the exercise of warrants.
|
(7)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 11,334 shares of common stock and (ii) 17,692 shares of common stock issuable upon the exercise of warrants.
|
(8)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(9)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 20,001 shares of common stock and (ii) 41,428 shares of common stock issuable upon the exercise of warrants.
|
(10)
|
Includes 11,246 shares of common stock issuable upon the exercise of warrants.
|
(11)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 20,001 shares of common stock and (ii) 30,182 shares of common stock issuable upon the exercise of warrants.
|
(12)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 4,000 shares of common stock and (ii) 19,045 shares of common stock issuable upon the exercise of warrants.
|
(13)
|
Includes 14,049 shares of common stock issuable upon the exercise of warrants.
|
(14)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 4,000 shares of common stock and (ii) 4,996 shares of common stock issuable upon the exercise of warrants.
|
(15)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 100,000 shares of common stock and (ii) 309,522 shares of common stock issuable upon the exercise of warrants.
|
(16)
|
Includes 153,421 shares of common stock issuable upon the exercise of warrants.
|
(17)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 100,000 shares of common stock and (ii) 156,101 shares of common stock issuable upon the exercise of warrants.
|
(18)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
(19)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(20)
|
Includes 47,400 shares of common stock issuable upon the exercise of warrants.
|
(21)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
(22)
|
Includes 25,000 shares of common stock issuable upon the exercise of warrants.
|
(23)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(24)
|
Alok K. Agrawal, the Managing Member of AAJK Investments, LLC, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
(25)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(26)
|
Includes 50,204 shares of common stock issuable upon the exercise of warrants.
|
(27)
|
Includes 40,000 shares of common stock issuable upon the exercise of warrants.
|
(28)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(29)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(30)
|
Includes 14,000 shares of common stock issuable upon the exercise of warrants.
|
(31)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(32)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(33)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(34)
|
Includes 8,123 shares of common stock issuable upon the exercise of warrants.
|
(35)
|
Includes 3,000 shares of common stock issuable upon the exercise of warrants.
|
(36)
|
Includes 5 ,000 shares of common stock issuable upon the exercise of warrants.
|
(37)
|
Includes 9,600 shares of common stock issuable upon the exercise of warrants.
|
(38)
|
Includes 18,000 shares of common stock issuable upon the exercise of warrants.
|
(39)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
( 40 )
|
Includes 6,000 shares of common stock issuable upon the exercise of warrants.
|
(41)
|
Includes 12,600 shares of common stock issuable upon the exercise of warrants.
|
(42)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(43)
|
Includes 12 ,000 shares of common stock issuable upon the exercise of warrants.
|
(44)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(45)
|
Includes 9,500 shares of common stock issuable upon the exercise of warrants.
|
(46)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(47)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(48)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(49)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(50)
|
Gavin Bell, the Founder of Ecovest Limited, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
( 51 )
|
Includes 12 ,000 shares of common stock issuable upon the exercise of warrants.
|
(52)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(53)
|
Includes 10,800 shares of common stock issuable upon the exercise of warrants.
|
(54)
|
Includes 5,760 shares of common stock issuable upon the exercise of warrants.
|
(55)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(56)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(57)
|
Includes 18 ,000 shares of common stock issuable upon the exercise of warrants.
|
(58)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(59)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(60)
|
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(61)
|
Includes 24 ,000 shares of common stock issuable upon the exercise of warrants.
|
(62)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(63)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(64)
|
Includes 60 ,000 shares of common stock issuable upon the exercise of warrants.
|
(65)
|
Includes 16,800 shares of common stock issuable upon the exercise of warrants.
|
( 66 )
|
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
( 67 )
|
Includes 12,000 shares of common stock issuable upon the exercise of warrants.
|
( 68 )
|
Includes 300,000 shares of common stock issuable upon the exercise of warrants.
|
(69)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
(70)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(71)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(72)
|
Includes 60 ,000 shares of common stock issuable upon the exercise of warrants.
|
(73)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(74)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(75)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(76)
|
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(77)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(78)
|
Includes 60 ,000 shares of common stock issuable upon the exercise of warrants.
|
(79)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(80)
|
Includes 60 ,000 shares of common stock issuable upon the exercise of warrants.
|
(81)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock and (ii) 29,609 shares of common stock issuable upon the exercise of warrants.
|
(82)
|
Includes 21,283 shares of common stock issuable upon the exercise of warrants.
|
( 83 )
|
Includes (i) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock and (ii) 8,326 shares of common stock issuable upon the exercise of warrants.
|
( 84 )
|
Includes 9,600 shares of common stock issuable upon the exercise of warrants.
|
(85)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(86)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(87)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(88)
|
Includes 24 ,000 shares of common stock issuable upon the exercise of warrants.
|
(89)
|
Includes 18 ,000 shares of common stock issuable upon the exercise of warrants.
|
(90)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(91)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
( 92 )
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
( 93 )
|
Includes 18,000 shares of common stock issuable upon the exercise of warrants.
|
( 94 )
|
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(95)
|
Includes 6,000 shares of common stock issuable upon the exercise of warrants.
|
(96)
|
Includes 6,000 shares of common stock issuable upon the exercise of warrants.
|
(97)
|
Includes 6,000 shares of common stock issuable upon the exercise of warrants.
|
(98)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(99)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(100)
|
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(101)
|
Includes 60 ,000 shares of common stock issuable upon the exercise of warrants.
|
(102)
|
Includes 60,000 shares of common stock issuable upon the exercise of warrants.
|
(103)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(104)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(105)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(106)
|
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(107)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(108)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(109)
|
Includes 12 ,000 shares of common stock issuable upon the exercise of warrants.
|
(110)
|
Includes 12,000 shares of common stock issuable upon the exercise of warrants.
|
(111)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(112)
|
Includes 3 ,000 shares of common stock issuable upon the exercise of warrants.
|
(113)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(114)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(115)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 16,667 shares of common stock and (ii) 41,018 shares of common stock issuable upon the exercise of warrants.
|
(116)
|
Includes 20,204 shares of common stock issuable upon the exercise of warrants.
|
(117)
|
Includes (i) shares of Series C Preferred Stock that are convertible into 16,667 shares of common stock and (ii) 20,814 shares of common stock issuable upon the exercise of warrants.
|
(118)
|
Includes 30,600 shares of common stock issuable upon the exercise of warrants.
|
(119)
|
Includes 30, 000 shares of common stock issuable upon the exercise of warrants.
|
(120)
|
Includes 10,050 shares of common stock issuable upon the exercise of warrants.
|
(121)
|
Includes 9,000 shares of common stock issuable upon the exercise of warrants.
|
( 122 )
|
Includes 17,702 shares of common stock issuable upon the exercise of warrants.
|
(123)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(124)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(125)
|
Includes 7,500 shares of common stock issuable upon the exercise of warrants.
|
(126)
|
Includes 21,000 shares of common stock issuable upon the exercise of warrants.
|
(127)
|
Includes 60 ,000 shares of common stock issuable upon the exercise of warrants.
|
(128)
|
Includes 12 ,000 shares of common stock issuable upon the exercise of warrants.
|
(129)
|
Includes 7,500 shares of common stock issuable upon the exercise of warrants.
|
(130)
|
Includes 60,000 shares of common stock issuable upon the exercise of warrants.
|
(131)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(132)
|
Includes 6, 540 shares of common stock issuable upon the exercise of warrants.
|
(133)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(134)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(135)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(136)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(137)
|
Includes 30 ,000 shares of common stock issuable upon the exercise of warrants.
|
(138)
|
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(139)
|
Includes 6 ,000 shares of common stock issuable upon the exercise of warrants.
|
(140)
|
Includes 15 ,000 shares of common stock issuable upon the exercise of warrants.
|
(141)
|
Kenneth Londoner is our Executive Chairman.
|
(142)
|
Comprised of (i) 724,045 shares of common stock directly held by Mr. Londoner, (ii) 3,334,974 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 296,295 shares of common stock, and (iv) options to purchase 250,000 shares of common stock that are currently exercisable.
|
(143)
|
Includes 88,159 shares of common stock issuable upon the exercise of warrants.
|
(144)
|
Comprised of (i) 630,984 shares of common stock directly held by Mr. Londoner, (ii) 3,334,974 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 208,136 shares of common stock, and (iv) options to purchase 250,000 shares of common stock that are currently exercisable
|
(145)
|
Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this stockholder.
|
(146)
|
Comprised of (i) 824,534 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 516,667 shares of common stock, and (iii) warrants to purchase 1,023,845 shares of common stock.
|
( 147 )
|
Includes 250,000 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 373,426 shares of common stock issuable upon the exercise of warrants.
|
( 148 )
|
Comprised of (i) 702,085 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 266 ,667 shares of common stock, and (iii) warrants to purchase 650,419 shares of common stock.
|
( 149 )
|
Comprised of (i) 224,420 shares of common stock, (ii) options to purchase 175,000 shares of common stock that are currently exercisable, and (iii) warrants to purchase 37,345 shares of common stock.
|
( 150 )
|
Includes 11,327 shares of common stock issuable upon the exercise of warrants.
|
( 151 )
|
Comprised of (i) 212,175 shares of common stock, (ii) options to purchase 175,000 shares of common stock that are currently exercisable, and (iii) warrants to purchase 26,018 shares of common stock.
|
( 152 )
|
Includes 2,041 shares of common stock issuable upon the exercise of warrants.
|
( 153 )
|
Includes 6,250 shares of common stock issuable upon the exercise of warrants.
|
( 154 )
|
Includes 2,500 shares of common stock issuable upon the exercise of warrants.
|
( 155 )
|
Steve Schnipper, Managing Member of Stourbridge Investments LLC, has sole voting and dispositive power over the securities held for the account of this stockholder.
|
( 156 )
|
Includes 3,750 shares of common stock issuable upon the exercise of warrants.
|
(157)
|
Includes 3,061 shares of common stock issuable upon the exercise of warrants.
|
(158)
|
Jerome B. Zeldis is a member of our board of directors.
|
(159)
|
Consists of (i) 12,245 shares of common stock, (ii) options to purchase 304,167 shares of common stock that are currently exercisable, (iii) shares of Series C Preferred Stock that are convertible into 33,334 shares of common stock, and (iv) warrants to purchase 68,569 shares of common stock.
|
(160)
|
Includes 16,532 shares of common stock issuable upon the exercise of warrants.
|
(161)
|
Consists of (i) options to purchase 304,167 shares of common stock that are currently exercisable, ( ii ) shares of Series C Preferred Stock that are convertible into 33,334 shares of common stock, and ( iii ) warrants to purchase 52,037 shares of common stock.
|
(162)
|
Alok K. Agrawal, Managing Member of ATA Investments, LLC, has sole voting and dispositive power over the securities held for the account of this stockholder.
|
(163)
|
Includes 2,050 shares of common stock issuable upon the exercise of warrants.
|
(164)
|
Includes 2,551 shares of common stock issuable upon the exercise of warrants.
|
(165)
|
Includes 2,050 shares of common stock issuable upon the exercise of warrants.
|
(166)
|
Includes 2, 000 shares of common stock issuable upon the exercise of warrants.
|
(167)
|
Includes 18,980 shares of common stock issuable upon the exercise of warrants.
|
(168)
|
Includes 5 ,000 shares of common stock issuable upon the exercise of warrants.
|
(169)
|
Includes 2,260 shares of common stock issuable upon the exercise of warrants.
|
(170)
|
Includes 2 ,000 shares of common stock issuable upon the exercise of warrants.
|
(171)
|
Includes 11,000 shares of common stock issuable upon the exercise of warrants.
|
(172)
|
Includes 10 ,000 shares of common stock issuable upon the exercise of warrants.
|
(173)
|
Includes 4,082 shares of common stock issuable upon the exercise of warrants.
|
(174)
|
Includes 2,050 shares of common stock issuable upon the exercise of warrants.
|
(175)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(176)
|
Includes 2, 000 shares of common stock issuable upon the exercise of warrants.
|
(177)
|
Includes 2,360 shares of common stock issuable upon the exercise of warrants.
|
(178)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(179)
|
Includes 3,280 shares of common stock issuable upon the exercise of warrants.
|
(180)
|
Includes 3,600 shares of common stock issuable upon the exercise of warrants.
|
( 181 )
|
Includes 2,400 shares of common stock issuable upon the exercise of warrants.
|
(182)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(183)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
(184)
|
Consists of (i) 35,670 shares of common stock , (ii) shares of Series C Preferred Stock that are convertible into 3,334 shares of common stock, and (iii) warrants to purchase 35,206 shares of common stock .
|
(185)
|
Includes 31,042 shares of common stock issuable upon the exercise of warrants.
|
(186)
|
Consists of (i) 15 ,670 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 3,334 shares of common stock, and (iii) warrants to purchase 4,164 shares of common stock.
|
( 187 )
|
Lemuel Baylis Carnes III, CEO of Standard Sand & Silica Co, Inc. has sole voting and dispositive power over the securities held for the account of this stockholder.
|
( 188 )
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
( 189 )
|
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.
|
( 190 )
|
Comprised of (i) 121,352 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 50,000 shares of common stock, and (iii) warrants to purchase 192,526 shares of common stock.
|
( 191 )
|
Includes 50,000 shares of common stock issuable upon the conversion of shares of our Series C Preferred Stock and 62,440 shares of common stock issuable upon the exercise of warrants.
|
( 192 )
|
Comprised of (i) 121,352 shares of common stock, and (ii) warrants to purchase 130,086 shares of common stock.
|
( 193 )
|
Consists of (i) 104,216 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 133,334 shares of common stock, and (iii) warrants to purchase 249,764 shares of common stock.
|
( 194 )
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(195)
|
Consists of (i) 104,216 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 133,334 shares of common stock, and (iii) warrants to purchase 208,136 shares of common stock.
|
(196)
|
Steven Lau, manager of S7 Capital, its General Partner of Lau Family Fund LP, has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(197)
|
Consists of (i) 43,247 shares of common stock, (ii) warrants to purchase 62,446 shares of common stock.
|
(198)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(199)
|
Consists of (i) 43,247 shares of common stock, (ii) warrants to purchase 52,037 shares of common stock.
|
(200)
|
Comprised of (i) 25,315 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 31,222 shares of common stock.
|
(201)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(202)
|
Comprised of (i) 25,315 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 26,018 shares of common stock.
|
(203)
|
Comprised of (i) 535 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (iii) warrants to purchase 124,882 shares of common stock.
|
(204)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(205)
|
Comprised of (i) 535 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (iii) warrants to purchase 104,068 shares of common stock.
|
(206)
|
Comprised of (i) shares of Series C Preferred Stock that are convertible into 16,667 shares of common stock, and (ii) warrants to purchase 31,222 shares of common stock.
|
(207)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(208)
|
Comprised of (i) shares of Series C Preferred Stock that are convertible into 16,667 shares of common stock, and (ii) warrants to purchase 26,018 shares of common stock.
|
(209)
|
Comprised of (i) 110,794 shares of common stock, (ii) warrants to purchase 112,398 shares of common stock.
|
(210)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(211)
|
Comprised of (i) 110,794 shares of common stock, (ii) warrants to purchase 91,998 shares of common stock.
|
(212)
|
Comprised of (i) shares of Series C Preferred Stock that are convertible into 23,334 shares of common stock, and (ii) warrants to purchase 41,631 shares of common stock.
|
(213)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(214)
|
Comprised of (i) shares of Series C Preferred Stock that are convertible into 23,334 shares of common stock, and (ii) warrants to purchase 34,344 shares of common stock.
|
(215)
|
Consists of (i) 27,821 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 33,334 shares of common stock, and (iii) warrants to purchase 62,444 shares of common stock.
|
(216)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(217)
|
Consists of (i) 27,821 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 33,334 shares of common stock, and (iii) warrants to purchase 52,035 shares of common stock.
|
(218)
|
Consists of (i) 62,679 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (iii) warrants to purchase 124,882 shares of common stock.
|
(219)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(220)
|
Consists of (i) 62,679 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (iii) warrants to purchase 104,068 shares of common stock.
|
(221)
|
Consists of (i) 120,816 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (iii) warrants to purchase 24,978 shares of common stock.
|
(222)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(223)
|
Consists of (i) 120,816 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (iii) warrants to purchase 20,814 shares of common stock.
|
(224)
|
Michael A. Knudsen, President of Portofino Mgmt Inc., its General Partner of Portofino Ventures LP, has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(225)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (iii) warrants to purchase 24,978 shares of common stock.
|
(226)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(227)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (iii) warrants to purchase 20,814 shares of common stock.
|
(228)
|
Consists of (i) 29,514 shares of common stock, (ii) warrants to purchase 31,222 shares of common stock.
|
(229)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(230)
|
Consists of (i) 29,514 shares of common stock, (ii) warrants to purchase 26,018 shares of common stock.
|
(231)
|
Consists of (i) 31,339 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 31,222 shares of common stock.
|
(232)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(233)
|
Consists of (i) 31,339 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 26,018 shares of common stock.
|
(234)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 30,001 shares of common stock, and (ii) warrants to purchase 54,117 shares of common stock.
|
(235)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(236)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 30,001 shares of common stock, and (ii) warrants to purchase 44,749 shares of common stock.
|
(237)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 23,334 shares of common stock, and (ii) warrants to purchase 43,708 shares of common stock.
|
(238)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(239)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 23,334 shares of common stock, and (ii) warrants to purchase 36,423 shares of common stock.
|
(240)
|
Brian Miller, manager of Fourfathom Capital LLC, has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(241)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (ii) warrants to purchase 124,882 shares of common stock.
|
(242)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(243)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (ii) warrants to purchase 104,068 shares of common stock.
|
(244)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 100,000 shares of common stock, and (ii) warrants to purchase 187,322 shares of common stock.
|
(245)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(246)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 100,000 shares of common stock, and (ii) warrants to purchase 156,101 shares of common stock.
|
(247)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (ii) warrants to purchase 124,882 shares of common stock.
|
(248)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(249)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (ii) warrants to purchase 104,068 shares of common stock.
|
(250)
|
Consists of (i) 27,821 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 33,334 shares of common stock, and (iii) warrants to purchase 62,444 shares of common stock.
|
(251)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(252)
|
Consists of (i) 27,821 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 33,334 shares of common stock, and (iii) warrants to purchase 52,035 shares of common stock.
|
(253)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (ii) warrants to purchase 24,978 shares of common stock.
|
(254)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(255)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (ii) warrants to purchase 20,814 shares of common stock.
|
(256)
|
Consists of (i) 15,670 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 3,334 shares of common stock, and (iii) warrants to purchase 5,206 shares of common stock.
|
(257)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(258)
|
Consists of (i) 15,670 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 3,334 shares of common stock, and (iii) warrants to purchase 4,164 shares of common stock.
|
(259)
|
Consists of (i) 55,642 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (iii) warrants to purchase 10,409 shares of common stock.
|
(260)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(261)
|
Consists of (i) 55,642 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (iii) warrants to purchase 8,326 shares of common stock.
|
(262)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (ii) warrants to purchase 10,409 shares of common stock.
|
(263)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(264)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (ii) warrants to purchase 8,326 shares of common stock.
|
(265)
|
Consists of (i) 13,910 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (iii) warrants to purchase 10,409 shares of common stock.
|
(266)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(267)
|
Consists of (i) 13,910 shares of common stock, (ii) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (iii) warrants to purchase 8,326 shares of common stock.
|
(268)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (ii) warrants to purchase 20,816 shares of common stock.
|
(269)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(270)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 13,334 shares of common stock, and (ii) warrants to purchase 16,652 shares of common stock.
|
(271)
|
Consists of (i) 21,167 shares of common stock, and (ii) warrants to purchase 26,018 shares of common stock.
|
(272)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(273)
|
Consists of (i) 21,167 shares of common stock, and (ii) warrants to purchase 20,814 shares of common stock.
|
(274)
|
Consists of (i) 42,334 shares of common stock, and (ii) warrants to purchase 52,035 shares of common stock.
|
(275)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(276)
|
Consists of (i) 42,334 shares of common stock, and (ii) warrants to purchase 41,628 shares of common stock.
|
(277)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (ii) warrants to purchase 104,068 shares of common stock.
|
(278)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(279)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 66,667 shares of common stock, and (ii) warrants to purchase 83,254 shares of common stock.
|
(280)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (ii) warrants to purchase 10,409 shares of common stock.
|
(281)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(282)
|
Consists of (i) shares of Series C Preferred Stock that are convertible into 6,667 shares of common stock, and (ii) warrants to purchase 8,326 shares of common stock.
|
(283)
|
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. As consideration for serving as our placement agent in connection with the December 2013 Placement, we issued Laidlaw & Co (UK) Ltd a five-year warrant to purchase up to 40,327 shares of our common stock at an exercise price of $3.67 per share. As consideration for serving as our placement agent in connection with the April 2014 Placement, we issued Laidlaw & Co (UK) Ltd a five-year warrant to purchase up to 22,976 shares of our common stock at an exercise price of $3.75 per share. As consideration for serving as our placement agent in connection with the August 2014 Placement, we issued Laidlaw & Co (UK) Ltd a five-year warrant to purchase up to 38,120 shares of our common stock at an exercise price of $2.75 per share. As consideration for serving as our placement agent in connection with the December 2014 Placement, we issued Laidlaw & Co (UK) Ltd “B” warrants to purchase up to 400,900 shares of our common stock at an exercise price of $3.75 per share.
|
(284)
|
Comprised of shares of common stock issuable upon the exercise of warrants.
|
(i)
|
we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
|
(ii)
|
we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
(iii)
|
we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue upon a conversion of our Series C Preferred Stock,
|
|
(iv)
|
we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,
|
(v)
|
we are party to a change of control transaction,
|
|
(vi)
|
we file for bankruptcy or a similar arrangement or are adjudicated insolvent,
|
(vii)
|
we are subject to a judgment, including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days,
|
●
|
incur additional indebtedness;
|
●
|
permit liens on assets;
|
●
|
repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
|
●
|
pay cash dividends to our stockholders; and
|
●
|
engage in transactions with affiliates.
|
●
|
prior to such time the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
●
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or
|
●
|
at or subsequent to such time, the business combination is approved by the board of directors and authorized by the affirmative vote at a stockholders’ meeting of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
●
|
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
●
|
provide that special meetings of our stockholders may be called only by our board of directors, chairman, chief executive officer, president or secretary; and
|
●
|
provide advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered at a stockholder meeting must comply.
|
●
|
by a majority of the disinterested directors, even though less than a quorum;
|
●
|
by a committee of such directors designated by a majority vote of such directors, even though less than a quorum;
|
●
|
if there are no disinterested directors, or if such directors so direct, by independent legal counsel; or
|
●
|
by a majority vote of the stockholders, at a meeting at which a quorum is present.
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block trades in which the broker-dealer will attempt to sell the 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.
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheets as of December 31, 2014 and 2013
|
F-3
|
Statements of Operations for the Years Ended December 31, 2014 and 2013
|
F-4
|
Statements of Changes in Stockholders’ Deficit for the
Years Ended December 31, 2014 and 2013
|
F-5
|
Statements of Cash Flows for the Years Ended December 31, 2014 and 2013
|
F-7
|
Notes to Financial Statements
|
F-8
|
|
|
Condensed Balance Sheets as of March 31, 2015 (unaudited) and
December
31, 2014
|
F-26
|
Condensed Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (unaudited)
|
F-27
|
Condensed Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2015 (unaudited)
|
F-28
|
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (unaudited)
|
F-29
|
Notes to Condensed Financial Statements (unaudited)
|
F-30
|
/s/ Liggett, Vogt & Webb, P.A.
|
|
Liggett, Vogt & Webb, P.A
.
|
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
239,781
|
$
|
302,187
|
||||
Prepaid expenses
|
75,537
|
-
|
||||||
Total current assets
|
315,318
|
302,187
|
||||||
Property and equipment, net
|
13,020
|
24,866
|
||||||
Other assets:
|
||||||||
Deposits
|
25,000
|
25,000
|
||||||
Total assets
|
$
|
353,338
|
$
|
352,053
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses, including $40,293 and $92,308 to related parties as of December 31, 2014 and 2013, respectively
|
$
|
554,026
|
$
|
819,330
|
||||
Stock based payable
|
226,305
|
-
|
||||||
Advances, related party
|
-
|
30,781
|
||||||
Liability to placement agent
|
-
|
52,800
|
||||||
Redeemable Series A Preferred Stock, 184.4 shares issued and outstanding, liquidation preference of $922,000, net of debt discount of $37,399 as of December 31, 2013
|
-
|
884,601
|
||||||
Redeemable Series B Preferred Stock, 177.5 shares issued and outstanding, liquidation preference of $887,500, net of debt discount of $72,478 as of December 31, 2013
|
-
|
815,022
|
||||||
Dividends payable
|
445,069
|
414,967
|
||||||
Total current liabilities
|
1,225,400
|
3,017,501
|
||||||
Series C 9% Convertible Preferred stock, 2,711 and 2,781 shares issued and outstanding liquidation preference of $2,711,000 and $2,781,000, net of debt discount of $-0- and $483,893, respectively
|
2,711,000
|
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, 11,179,266 and 8,412,101 issued and outstanding as of December 31, 2014 and 2013, respectively
|
11,179
|
8,412
|
||||||
Additional paid in capital
|
19,186,163
|
9,036,038
|
||||||
Accumulated deficit
|
(22,780,404
|
)
|
(14,007,005
|
)
|
||||
Total stockholders' deficit
|
(3,583,062
|
)
|
(4,962,555
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
353,338
|
$
|
352,053
|
Year ended December 31,
|
||||||||
2014
|
2013
|
|||||||
Operating expenses:
|
||||||||
Research and development
|
$ | 547,996 | $ | 992,207 | ||||
General and administrative
|
7,304,440 | 5,229,252 | ||||||
Depreciation
|
15,809 | 17,059 | ||||||
Total operating expenses
|
7,868,245 | 6,238,518 | ||||||
Loss from operations
|
(7,868,245 | ) | (6,238,518 | ) | ||||
Other income (expense):
|
||||||||
Interest income (expense)
|
(11,025 | ) | (70,061 | ) | ||||
Financing costs
|
(593,770 | ) | (3,496,052 | ) | ||||
Loss before income taxes
|
(8,473,040 | ) | (9,804,631 | ) | ||||
Income taxes (benefit)
|
- | - | ||||||
Net loss
|
(8,473,040 | ) | (9,804,631 | ) | ||||
Preferred stock dividend
|
(300,359 | ) | (297,215 | ) | ||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$ | (8,773,399 | ) | $ | (10,101,846 | ) | ||
Net loss per common share, basic and diluted
|
$ | (0.91 | ) | $ | (1.23 | ) | ||
Weighted average number of common shares outstanding, basic and diluted
|
9,650,275 | 8,187,648 |
Additional
|
||||||||||||||||||||
Common stock
|
Paid in
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
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 | ) |
Additional
|
||||||||||||||||||||
Common stock
|
Paid in
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance, December 31, 2013
|
8,412,101 | $ | 8,412 | $ | 9,036,038 | $ | (14,007,005 | ) | $ | (4,962,555 | ) | |||||||||
Sale of common stock
|
956,179 | 956 | 1,968,454 | - | 1,969,410 | |||||||||||||||
Common stock issued for services
|
654,000 | 654 | 1,634,346 | - | 1,635,000 | |||||||||||||||
Common stock issued in settlement of related party debt
|
26,000 | 26 | 64,974 | - | 65,000 | |||||||||||||||
Common stock issued upon conversion of Series A preferred stock and accrued dividends at $1.84 per share
|
577,901 | 578 | 1,062,753 | - | 1,063,331 | |||||||||||||||
Common stock issued upon conversion of Series B preferred stock and accrued dividends at $2.02 per share
|
493,818 | 494 | 997,032 | - | 997,526 | |||||||||||||||
Common stock issued upon conversion of Series C preferred stock and accrued dividends at $1.50 per share
|
59,267 | 59 | 88,841 | - | 88,900 | |||||||||||||||
Donated capital
|
- | - | 87,500 | - | 87,500 | |||||||||||||||
Equity warrants issued to placement agent for sale of common stock
|
- | - | 52,800 | - | 52,800 | |||||||||||||||
Fair value of vested options
|
- | - | 4,193,425 | - | 4,193,425 | |||||||||||||||
Preferred stock dividend
|
- | - | - | (300,359 | ) | (300,359 | ) | |||||||||||||
Net loss
|
- | - | - | (8,473,040 | ) | (8,473,040 | ) | |||||||||||||
Balance, December 31, 2014
|
11,179,266 | $ | 11,179 | $ | 19,186,163 | $ | (22,780,404 | ) | $ | (3,583,062 | ) |
Year ended December 31,
|
||||||||
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(8,473,040
|
)
|
$
|
(9,804,631
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Depreciation
|
15,809
|
17,059
|
||||||
Amortization of debt discount
|
593,770
|
2,441,220
|
||||||
Stock based compensation
|
5,743,425
|
3,305,063
|
||||||
Fair value of warrants issued in connection with Series C preferred stock modifications
|
-
|
1,074,833
|
||||||
Fair value of warrants issued for services
|
-
|
837,243
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
8,715
|
20,000
|
||||||
Accounts payable
|
(110,844
|
)
|
349,809
|
|||||
Stock based payable
|
226,305
|
-
|
||||||
Deferred rent payable
|
(1,212
|
)
|
(3,055
|
)
|
||||
Net cash used in operating activities
|
(1,997,072
|
)
|
(1,762,459
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(3,963
|
)
|
(11,716
|
)
|
||||
Net cash used in investing activity
|
(3,963
|
)
|
(11,716
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net proceeds from the sale of Series C preferred stock and warrants
|
-
|
1,768,410
|
||||||
Proceeds from sale of common stock
|
1,969,410
|
299,974
|
||||||
Payments of related party notes
|
-
|
(30,000
|
)
|
|||||
Net repayments of related party advances
|
(30,781
|
)
|
13,741
|
|||||
Net cash provided by financing activities
|
1,938,629
|
2,052,125
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(62,406
|
)
|
277,950
|
|||||
Cash and cash equivalents, beginning of the period
|
302,187
|
24,237
|
||||||
Cash and cash equivalents, end of the period
|
$
|
239,781
|
$
|
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 upon conversion of Series A preferred stock and accrued dividends
|
$
|
1,063,331
|
$
|
-
|
||||
Common stock issued upon conversion of Series B preferred stock and accrued dividends
|
$
|
997,526
|
$
|
-
|
||||
Common stock issued upon conversion of Series C preferred stock and accrued dividends
|
$
|
88,900
|
$
|
-
|
||||
Common stock options for future services, related party
|
$
|
85,000
|
$
|
-
|
||||
Common stock options in settlement of accounts payable, related party
|
$
|
65,000
|
$
|
-
|
||||
Related party donated capital
|
$
|
87,500
|
$
|
-
|
||||
Common stock issued in settlement of related party note and advances payable
|
$
|
-
|
$
|
228,508
|
||||
Common stock issued in settlement of accrued interest
|
$
|
-
|
$
|
18,677
|
||||
Convertible bridge notes payable exchanged for preferred shares
|
$
|
-
|
$
|
600,000
|
2014
|
2013
|
|||||||
Series A convertible preferred stock
|
-
|
501,089
|
||||||
Series B convertible preferred stock
|
-
|
451,726
|
||||||
Series C convertible preferred stock
|
1,807,333
|
1,330,627
|
||||||
Options to purchase common stock
|
5,990,190
|
2,990,977
|
||||||
Warrants to purchase common stock
|
5,113,990
|
2,717,258
|
||||||
Totals
|
12,911,513
|
7,991,667
|
|
|
2014
|
|
|
2013
|
|
||
Computer equipment
|
|
$
|
54,900
|
|
|
$
|
50,937
|
|
Furniture and fixtures
|
|
|
7,803
|
|
|
|
7,803
|
|
Subtotal
|
|
|
62,703
|
|
|
|
58,740
|
|
Less accumulated depreciation
|
|
|
(49,683
|
)
|
|
|
(33,874
|
)
|
Property and equipment, net
|
|
$
|
13,020
|
|
|
$
|
24,866
|
|
|
|
2014
|
|
|
2013
|
|
||
Accrued accounting and legal
|
|
$
|
190,767
|
|
|
$
|
300,893
|
|
Accrued reimbursements
|
|
|
26,792
|
|
|
|
17,797
|
|
Accrued consulting
|
|
|
16,334
|
|
|
|
214,481
|
|
Accrued research and development expenses
|
|
|
93,407
|
|
|
|
64,670
|
|
Accrued credit card obligations
|
|
|
13,278
|
|
|
|
20,425
|
|
Accrued payroll
|
|
|
62,068
|
|
|
|
35,896
|
|
Accrued liquidated damages
|
|
|
55,620
|
|
|
|
48,668
|
|
Accrued office and other
|
|
|
29,093
|
|
|
|
16,500
|
|
Accrued settlement related to arbitration
|
|
|
66,667
|
|
|
|
100,000
|
|
|
|
$
|
554,026
|
|
|
$
|
819,330
|
|
Weighted-Average
|
||||||||||||||||
Weighted-Average
|
Remaining
|
Aggregate
|
||||||||||||||
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
|||||||||||||
Outstanding at January 1, 2013
|
1,298,927
|
$
|
2.04
|
6.85
|
-
|
|||||||||||
Grants
|
1,692,050
|
2.09
|
7.00
|
-
|
||||||||||||
Exercised
|
||||||||||||||||
Canceled
|
||||||||||||||||
Outstanding at December 31, 2013
|
2,990,977
|
$
|
2.05
|
6.02
|
$
|
-
|
||||||||||
Grants
|
3,478,498
|
$
|
2.39
|
8.10
|
$
|
-
|
||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
(479,285
|
)
|
(2.00
|
)
|
||||||||||||
Outstanding at December 31,2014
|
5,990,190
|
$
|
2.25
|
6.65
|
$
|
3,267,692
|
||||||||||
Vested and expected to vest at December 31, 2014
|
5,990,190
|
$
|
2.25
|
6.65
|
$
|
3,267,692
|
||||||||||
Exercisable at December 31, 2014
|
3,799,559
|
$
|
2.24
|
5.91
|
$
|
2,111,368
|
Dividend yield:
|
|
-0-
|
%
|
Volatility
|
|
110.70% to 115.03
|
%
|
Risk free rate:
|
|
1.07% to 3.04
|
%
|
Expected life:
|
|
7 to 10 years
|
|
Estimated fair value of the Company’s common stock
|
|
$2.09
|
|
Dividend yield:
|
-0-
|
%
|
|
Volatility
|
119.43% to 129.88
|
%
|
|
Risk free rate:
|
0.48% to 2.53
|
%
|
|
Expected life:
|
7 to 10 years
|
||
Estimated fair value of the Company’s common stock
|
$2.21 to $2.50
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||
Weighted
|
||||||||||||||
Average
|
Exercisable
|
|||||||||||||
Exercise
|
Number of
|
Remaining Life
|
Number of
|
|||||||||||
Price
|
Options
|
In Years
|
Options
|
|||||||||||
$
|
1.01-2.00
|
819,642
|
4.7
|
526,642
|
||||||||||
2.01-2.50
|
5,170,548
|
7.0
|
3,272,917
|
|||||||||||
5,990,190
|
6.7
|
3,799,559
|
Exercise
|
Number
|
Expiration
|
|||
Price
|
Outstanding
|
Date
|
|||
$
|
0.001
|
383,320
|
January 2020 | ||
$
|
1.50
|
3,721,518
|
February 2018 to September 2018 | ||
$
|
1.84
|
35,076
|
January 2020 | ||
$
|
2.02
|
30,755
|
January 2020 | ||
$
|
2.50
|
204,840
|
July 2015 | ||
$
|
2.75
|
228,720
|
August 2019 to September 2019 | ||
$
|
3.67
|
218,275
|
December 2018 to January 2019 | ||
$
|
3.75
|
291,486
|
April 2019 to March 2020 | ||
5,113,990
|
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
|
|
Weighted-Average
|
||||||||||||||||
Weighted-Average
|
Remaining
|
Aggregate
|
||||||||||||||
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
|||||||||||||
Outstanding at January 1, 2013
|
-
|
$
|
-
|
-
|
-
|
|||||||||||
Grants
|
2,717,258
|
2.28
|
7.00
|
-
|
||||||||||||
Exercised
|
||||||||||||||||
Canceled
|
||||||||||||||||
Outstanding at December 31, 2013
|
2,717,258
|
$
|
2.28
|
6.02
|
$
|
-
|
||||||||||
Grants
|
2,396,732
|
$
|
4.64
|
2.05
|
$
|
-
|
||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
-
|
-
|
||||||||||||||
Outstanding at December 31,2014
|
5,113,990
|
$
|
1.71
|
3.6
|
$
|
6,041,436
|
||||||||||
Vested and expected to vest at December 31, 2014
|
5,113,990
|
$
|
1.71
|
3.6
|
$
|
6,041,436
|
||||||||||
Exercisable at December 31, 2014
|
5,113,990
|
$
|
1.71
|
3.6
|
$
|
6,041,436
|
2014
|
2013
|
|||||||
Statutory rate on pre-tax book loss
|
(34.00 | )% | (34.00 | )% | ||||
Stock based compensation
|
23.0 | % | 11.70 | % | ||||
Financing costs
|
2.4 | % | 2.40 | % | ||||
Valuation allowance
|
8.6 | % | 19.90 | % | ||||
0.00 | % | 0.00 | % |
2014
|
2013
|
|||||||
Non-Current deferred tax asset:
|
||||||||
Net operating loss carry-forwards
|
$ | 2,300,000 | $ | 1,400,000 | ||||
Valuation allowance
|
(2,300,000 | ) | (1,400,000 | ) | ||||
Net non-current deferred tax asset
|
$ | - | $ | - |
BIOSIG
TECHNOLOGIES
, INC.
|
||||||||
CONDENSED BALANCE SHEETS
|
||||||||
March 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 2,059,328 | $ | 239,781 | ||||
Prepaid expenses
|
159,768 | 75,537 | ||||||
Total current assets
|
2,219,096 | 315,318 | ||||||
Property and equipment, net
|
12,844 | 13,020 | ||||||
Other assets:
|
||||||||
Deposits
|
25,000 | 25,000 | ||||||
Total assets
|
$ | 2,256,940 | $ | 353,338 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses, including $14,605 and $40,293 to related parties as of March 31, 2015 and December 31, 2014 respectively
|
$ | 320,871 | $ | 554,026 | ||||
Stock based payable
|
646,066 | 226,305 | ||||||
Dividends payable
|
456,964 | 445,069 | ||||||
Warrant liability
|
4,097,444 | - | ||||||
Derivative liability
|
1,242,590 | - | ||||||
Total current liabilities
|
6,763,935 | 1,225,400 | ||||||
Series C 9% Convertible Preferred stock, 2,461 and 2,711 shares issued and outstanding, liquidation preference of $2,461,000 and $2,711,000, respectively
|
2,461,000 | 2,711,000 | ||||||
Stockholders' deficit
|
||||||||
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B and 4,200 shares of Series C Preferred Stock
|
||||||||
Common stock, $0.001 par value, authorized 50,000,000 shares, 13,159,694 and 11,179,266 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
|
13,160 | 11,179 | ||||||
Additional paid in capital
|
18,852,156 | 19,186,163 | ||||||
Accumulated deficit
|
(25,833,311 | ) | (22,780,404 | ) | ||||
Total stockholders' deficit
|
(6,967,995 | ) | (3,583,062 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 2,256,940 | $ | 353,338 |
BIOSIG
TECHNOLOGIES
, INC.
|
||||||||
CONDENSED STATEMENTS OF OPERATIONS
|
||||||||
(unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Operating expenses:
|
||||||||
Research and development
|
$ | 302,079 | $ | 122,151 | ||||
General and administrative
|
2,746,853 | 601,565 | ||||||
Depreciation
|
2,860 | 4,435 | ||||||
Total operating expenses
|
3,051,792 | 728,151 | ||||||
Loss from operations
|
(3,051,792 | ) | (728,151 | ) | ||||
Other income (expense):
|
||||||||
Interest income (expense)
|
(1,114 | ) | (1,098 | ) | ||||
Financing costs
|
- | (388,285 | ) | |||||
Loss before income taxes
|
(3,052,906 | ) | (1,117,534 | ) | ||||
Income taxes (benefit)
|
- | - | ||||||
Net loss
|
(3,052,906 | ) | (1,117,534 | ) | ||||
Preferred stock dividend
|
(79,395 | ) | (84,024 | ) | ||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$ | (3,132,301 | ) | $ | (1,201,558 | ) | ||
Net loss per common share, basic and diluted
|
$ | (0.26 | ) | $ | (0.14 | ) | ||
Weighted average number of common shares outstanding, basic and diluted
|
12,256,418 | 8,482,710 |
BIOSIG
TECHNOLOGIES
, INC.
|
||||||||||||||||||||
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||
THREE MONTHS ENDED MARCH 31, 2015
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
Additional
|
||||||||||||||||||||
Common stock
|
Paid in
|
Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance, January 1, 2015
|
11,179,266 | $ | 11,179 | $ | 19,186,163 | $ | (22,780,404 | ) | $ | (3,583,062 | ) | |||||||||
Sale of common stock
|
1,398,760 | 1,399 | 3,040,814 | - | 3,042,213 | |||||||||||||||
Common stock issued upon conversion of Series C preferred stock and accrued dividends at $1.50 per share
|
211,668 | 212 | 317,288 | - | 317,500 | |||||||||||||||
Common stock issued for services
|
370,000 | 370 | 928,530 | - | 928,900 | |||||||||||||||
Reclassify fair value of warrant liability from equity
|
- | - | (4,097,444 | ) | - | (4,097,444 | ) | |||||||||||||
Reclassify fair value of derivative liability from equity
|
- | - | (1,242,590 | ) | - | (1,242,590 | ) | |||||||||||||
Fair value of vested options
|
- | - | 798,789 | - | 798,789 | |||||||||||||||
Preferred stock dividend
|
- | - | (79,395 | ) | - | (79,395 | ) | |||||||||||||
Net loss
|
- | - | - | (3,052,906 | ) | (3,052,906 | ) | |||||||||||||
Balance, March 31, 2015
|
13,159,694 | $ | 13,160 | $ | 18,852,156 | $ | (25,833,311 | ) | $ | (6,967,995 | ) |
BIOSIG
TECHNOLOGIES
, INC.
|
||||||||
CONDENSED STATEMENTS OF CASH FLOWS
|
||||||||
(unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (3,052,906 | ) | $ | (1,117,534 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Depreciation
|
2,860 | 4,435 | ||||||
Amortization of debt discount
|
- | 388,285 | ||||||
Equity based compensation
|
1,634,714 | 343,837 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
8,744 | (3,924 | ) | |||||
Accounts payable
|
(233,155 | ) | (119,856 | ) | ||||
Stock based payable
|
419,761 | - | ||||||
Deferred rent payable
|
- | (1,006 | ) | |||||
Net cash used in operating activities
|
(1,219,982 | ) | (505,763 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(2,684 | ) | - | |||||
Net cash used in investing activity
|
(2,684 | ) | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of common stock
|
3,042,213 | 229,222 | ||||||
Net repayments of related party advances
|
- | (20,281 | ) | |||||
Net cash provided by financing activities
|
3,042,213 | 208,941 | ||||||
Net (decrease) increase in cash and cash equivalents
|
1,819,547 | (296,822 | ) | |||||
Cash and cash equivalents, beginning of the period
|
239,781 | 302,187 | ||||||
Cash and cash equivalents, end of the period
|
$ | 2,059,328 | $ | 5,365 | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for interest
|
$ | 1,115 | $ | 1,098 | ||||
Cash paid during the period for income taxes
|
$ | - | $ | - | ||||
Non-cash investing and financing activities:
|
||||||||
Common stock issued upon conversion of Series C preferred stock and accrued dividends
|
$ | 317,500 | $ | - | ||||
Reclassify fair value of derivative and warrant liability from equity
|
$ | 5,440,034 | $ | - |
March 31,
2015
|
March 31,
2014
|
|||||||
Series A convertible preferred stock
|
-
|
501,089
|
||||||
Series B convertible preferred stock
|
-
|
451,726
|
||||||
Series C convertible preferred stock
|
1,640,667
|
1,854,019
|
||||||
Options to purchase common stock
|
6,205,190
|
2,990,977
|
||||||
Warrants to purchase common stock
|
7,561,820
|
4,353,831
|
||||||
Totals
|
15,407,677
|
10,151,642
|
March 31,
2015
|
December 31,
2014
|
|||||||
Computer equipment
|
$
|
57,584
|
$
|
54,900
|
||||
Furniture and fixtures
|
7,803
|
7,803
|
||||||
Subtotal
|
65,387
|
62,703
|
||||||
Less accumulated depreciation
|
(52,543
|
)
|
(49,683
|
)
|
||||
Property and equipment, net
|
$
|
12,844
|
$
|
13,020
|
March 31,
2015
|
December 31,
2014
|
|||||||
Accrued accounting and legal
|
$
|
71,952
|
$
|
190,767
|
||||
Accrued reimbursements
|
17,305
|
26,792
|
||||||
Accrued consulting
|
82,935
|
16,334
|
||||||
Accrued research and development expenses
|
42,409
|
93,407
|
||||||
Accrued credit card obligations
|
4,735
|
13,278
|
||||||
Accrued payroll
|
-
|
62,068
|
||||||
Accrued liquidated damages
|
55,620
|
55,620
|
||||||
Accrued office and other
|
5,915
|
29,093
|
||||||
Accrued settlement related to arbitration
|
40,000
|
66,667
|
||||||
$
|
320,871
|
$
|
554,026
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||
Weighted
|
||||||||||||||
Average
|
Exercisable
|
|||||||||||||
Exercise
|
Number of
|
Remaining Life
|
Number of
|
|||||||||||
Price
|
Options
|
In Years
|
Options
|
|||||||||||
$
|
1.01-2.00
|
834,642
|
4.5
|
541,642
|
||||||||||
2.01-2.50
|
5,370,548
|
6.7
|
3,588,598
|
|||||||||||
6,205,190
|
6.4
|
4,130,240
|
Weighted-Average
|
||||||||||||||||
Weighted-Average
|
Remaining
|
Aggregate
|
||||||||||||||
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
|||||||||||||
Outstanding at January 1, 2015
|
5,990,190
|
$
|
2.25
|
6.7
|
3,267,692
|
|||||||||||
Grants
|
215,000
|
2.47
|
7.0
|
-
|
||||||||||||
Exercised
|
||||||||||||||||
Canceled
|
||||||||||||||||
Outstanding at March 31, 2015
|
6,205,190
|
$
|
2.26
|
6.4
|
$
|
1,098,888
|
||||||||||
Exercisable at March 31, 2015
|
4,130,240
|
$
|
2.25
|
5.9
|
$
|
797,753
|
Dividend yield:
|
-0- | % | ||
Volatility
|
129.54% to 130.30 | % | ||
Risk free rate:
|
1.19% to 1.79 | % | ||
Expected life:
|
7 years
|
|||
Estimated fair value of the Company’s common stock
|
$ | 1.99 to $2.24 | ||
Estimated forfeiture rate
|
0 | % |
Exercise
|
Number
|
Expiration
|
|||||
Price
|
Outstanding
|
Date
|
|||||
$ | 0.001 | 383,320 |
January 2020
|
||||
$ | 1.50 | 3,721,518 |
February 2018 to September 2018
|
||||
$ | 1.84 | 35,076 |
January 2020
|
||||
$ | 2.02 | 30,755 |
January 2020
|
||||
$ | 2.50 | 1,603,600 |
July 2015
|
||||
$ | 2.75 | 228,720 |
August 2019 to September 2019
|
||||
$ | 3.67 | 218,275 |
December 2018 to January 2019
|
||||
$ | 3.75 | 1,340,556 |
April 2019 to March 2020
|
||||
7,561,820 |
Weighted-Average
|
||||||||||||||||
Weighted-Average
|
Remaining
|
Aggregate
|
||||||||||||||
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
|||||||||||||
Outstanding at January 1, 2015
|
5,113,990
|
$
|
1.71
|
3.6
|
6,041,436
|
|||||||||||
Grants
|
2,447,830
|
3.04
|
2.4
|
-
|
||||||||||||
Exercised
|
||||||||||||||||
Canceled
|
||||||||||||||||
Outstanding at March 31, 2015
|
7,561,820
|
$
|
2.14
|
3.0
|
$
|
4,300,280
|
||||||||||
Vested and expected to vest at March 31, 2015
|
7,561,820
|
$
|
2.14
|
3.0
|
$
|
4,300,280
|
||||||||||
Exercisable at March 31, 2015
|
7,561,820
|
$
|
2.14
|
3.0
|
$
|
4,300,280
|
Warrant
Liability
|
Derivative |
|
||||||
Balance, December 31, 2014
|
$
|
-
|
$
|
-
|
||||
Total (gains) losses
|
||||||||
Initial fair value of derivative at March 31, 2015, reclassified from equity
|
—
|
1,242,590
|
||||||
Initial fair value of warrant liability at March 31, 2015, reclassified from equity
|
4,097,444
|
—
|
||||||
Balance, March 31, 2015
|
$
|
4,097,444
|
$
|
1,242,590
|
Securities and Exchange Commission Registration Fee
|
$
|
1,903.08
|
||
Accounting Fees and Expenses
|
$
|
4,000
|
||
Legal Fees and Expenses
|
$
|
30,000
|
||
Printing Expenses
|
$
|
3,000
|
||
Miscellaneous Fees and Expenses
|
$
|
500
|
||
Total
|
$
|
39,403.08
|
Exhibit No.
|
Description
|
|
3.1
|
Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form S-1 filed on July 22, 2013)
|
|
3.2
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-1 filed on July 22, 2013)
|
|
3.3
|
Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.3 to the Form S-1 filed on July 22, 2013)
|
|
3.4
|
Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.5 to the Form S-1/A filed on January 21, 2014)
|
|
3.5
|
Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.6 to the Form S-1/A filed on March 28, 2014)
|
|
3.6
|
Certificate of Fifth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 21, 2014)
|
|
3.7
|
Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.4 to the Form S-1 filed on July 22, 2013)
|
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5.1
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10.1
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BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form S-1 filed on July 22, 2013)
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10.2
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Form of Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form S-1 filed on July 22, 2013)
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10.3
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Securities Purchase Agreement, dated September 19, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to the Form S-1 filed on July 22, 2013)
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10.4
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Securities Purchase Agreement, dated December 27, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.4 to the Form S-1 filed on July 22, 2013)
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10.5
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Securities Purchase Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.5 to the Form S-1 filed on July 22, 2013)
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10.6
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Registration Rights Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.6 to the Form S-1 filed on July 22, 2013)
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10.7
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Form of Warrant used in connection with February 6, 2013 private placement (incorporated by reference to Exhibit 10.7 to the Form S-1 filed on July 22, 2013)
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10.8
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Amendment Agreement No. 1 to Securities Purchase Agreement and Registration Rights Agreement, dated February 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.8 to the Form S-1 filed on July 22, 2013)
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10.9
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Amendment Agreement No. 2 to Securities Purchase Agreement, dated April 12, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.9 to the Form S-1 filed on July 22, 2013)
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10.10
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Amendment Agreement No. 3 to Securities Purchase Agreement and Registration Rights Agreement, dated June 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.10 to the Form S-1 filed on July 22, 2013)
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10.11
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Office Lease Agreement, dated August 9, 2011, by and between BioSig Technologies, Inc. and Douglas Emmett 1993, LLC (incorporated by reference to Exhibit 10.11 to the Form S-1 filed on July 22, 2013)
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10.12
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Employment Agreement, dated March 1, 2013, by and between BioSig Technologies, Inc. and Kenneth Londoner (incorporated by reference to Exhibit 10.12 to the Form S-1 filed on July 22, 2013)
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10.13
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Indemnity Agreement, dated May 2, 2013 by and between BioSig Technologies, Inc. and Seth H. Z. Fischer (incorporated by reference to Exhibit 10.14 to the Form S-1 filed on July 22, 2013)
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10.14
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Consulting Agreement, dated August 1, 2012, by and between BioSig Technologies, Inc. and Asher Holzer (incorporated by reference to Exhibit 10.15 to the Form S-1 filed on July 22, 2013)
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10.15
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Unsecured Promissory Note made by BioSig Technologies, Inc. in favor of Kenneth Londoner, dated November 21, 2012 (incorporated by reference to Exhibit 10.19 to the Form S-1/A filed on September 11, 2013)
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10.16
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Form of 8% Senior Convertible Promissory Note issued pursuant to Bridge Loan Agreement, dated July 20, 2012 (incorporated by reference to Exhibit 10.20 to the Form S-1/A filed on September 11, 2013)
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10.17
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Promissory Note made by BioSig Technologies, Inc. in favor of Kenneth Londoner, dated December 6, 2012 (incorporated by reference to Exhibit 10.21 to the Form S-1/A filed on September 11, 2013)
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10.18
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Amendment Agreement No. 4 to Securities Purchase Agreement, dated October 14, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.23 to the Form S-1/A filed on January 21, 2014)
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10.19
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Securities Purchase Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.24 to the Form S-1/A filed on January 21, 2014)
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10.20
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Registration Rights Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.25 to the Form S-1/A filed on January 21, 2014)
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10.21
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Form of Warrant used in connection with December 31, 2013 private placement (incorporated by reference to Exhibit 10.26 to the Form S-1/A filed on January 21, 2014)
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10.22
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Amendment No. 1 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Form S-1/A filed on March 28, 2014)
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10.23
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Amendment Agreement No. 5 to Securities Purchase Agreement, dated March 24, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.28 to the Form S-1/A filed on March 28, 2014)
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10.24
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Patent Assignment, dated March 17, 2014, by and among Budimir Drakulic, Thomas Foxall, Sina Fakhar and Branislav Vlajinic and BioSig Technologies, Inc. (incorporated by reference to Exhibit 10.29 to the Form S-1/A filed on May 1, 2014)
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10.25
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Securities Purchase Agreement, dated April 4, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.30 to the Form S-1/A filed on May 1, 2014)
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10.26
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Registration Rights Agreement, dated April 4, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.31 to the Form S-1/A filed on May 1, 2014)
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10.27
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Form of Warrant used in connection with April 4, 2014 private placement (incorporated by reference to Exhibit 10.32 to the Form S-1/A filed on May 1, 2014)
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10.28
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Consulting Agreement, dated December 10, 2010, by and between BioSig Technologies, Inc. and Jonathan Steinhouse (incorporated by reference to Exhibit 10.33 to the Form S-1/A filed on May 22, 2014)
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10.29
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Executive Employment Agreement, dated July 15, 2014, by and between BioSig Technologies, Inc. and Gregory Cash (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 21, 2014)
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10.30
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Incentive Stock Option Agreement, dated July 15, 2014, by and between BioSig Technologies, Inc. and Gregory Cash (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 21, 2014)
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10.31
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Securities Purchase Agreement, dated as of August 15, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 21, 2014)
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10.32
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Registration Rights Agreement, dated as of August 15, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on August 21, 2014)
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10.33
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Form of Warrant used in connection with August 15, 2014 private placement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 21, 2014)
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10.34
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Letter Agreement and Release, dated as of September 1, 2014, by and between BioSig Technologies, Inc. and Asher Holzer, Ph.D (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 5, 2014)
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10.35
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Form of Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on September 5, 2014)
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10.36
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Settlement and Mutual Release Agreement, dated November 3, 2014, by and between BioSig Technologies, Inc. and David Drachman (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 5, 2014)
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10.37
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Composite of Unit Purchase Agreement, dated December 19, 2014, as amended by Supplement No. 1, dated December 17, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 20, 2015)
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10.38
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Registration Rights Agreement, dated December 19, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.38 to the Form 10-K filed on February 20, 2015)
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10.39
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Form of “A” Warrant used in connection with December 19, 2014 private placement (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 20, 2015)
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Form of “B” Warrant used in connection with December 19, 2014 private placement (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 20, 2015)
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10.40
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Amendment No. 2 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Form S-8 filed on April 17, 2015)
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10.41 *
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Amendment No. 3 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan
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10.42
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Securities Purchase Agreement, dated as of May 11, 2015, by and between BioSig Technologies, Inc. and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 15, 2015)
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10.43
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Securities Purchase Agreement, dated as of May 11, 2015, by and between BioSig Technologies, Inc. and Brio Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on May 15, 2015
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10.44 | ||
10.45 | Amendment No. 4 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form 8-K filed on May 29, 2015) | |
16.1 *
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Letter of Rosenberg Rich Baker Berman & Company, dated May 20, 2015
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23.1
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23.2
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Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
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24.1 *
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Power of Attorney (included on signature page)
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BIOSIG TECHNOLOGIES, INC.
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By:
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/s/ Kenneth L. Londoner
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Name: Kenneth L. Londoner
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Title: Executive Chairman
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Signature
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Title
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Date
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/s/ Kenneth L. Londoner
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Executive Chairman and Director
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June 10 , 2015
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Kenneth L. Londoner
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*
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President and Chief Executive Officer, Director
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June 10 , 2015
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Gregory D. Cash
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*
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Chief Financial Officer
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June 10 , 2015
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Steve Chaussy
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*
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Chief Scientific Advisor and Director
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June 10 , 2015
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Asher Holzer
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*
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Director
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June 10 , 2015
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Roy T. Tanaka
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*
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Director
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June 10 , 2015
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Patrick J. Gallagher
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*
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Director
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June 10 , 2015
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Seth H. Z. Fischer
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*
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Director
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June 10 , 2015
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Jeffrey F. O’Donnell, Sr.
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*
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Director
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June 10 , 2015
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Jerome Zeldis
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/s/ David Weild IV
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Director
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June 10, 2015
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David Weild IV
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* By:
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/s/ Kenneth L. Londoner | |
Kenneth L. Londoner | ||
Attorney-in-fact | ||
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BioSig Technologies, Inc.
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12424 Wilshire Boulevard, Suite 745
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Los Angeles, California 90025
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Re:
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BioSig Technologies, Inc. Registration Statement on Form S-1
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1.
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The Common Shares were duly authorized for issuance by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.
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2.
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The Conversion Shares have been duly authorized for issuance by all necessary corporate action of the Company and, when issued and paid for in accordance with the terms and conditions of the Preferred Stock, the Conversion Shares will be validly issued, fully paid and non-assessable.
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3.
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The Warrant Shares have been duly authorized for issuance by all necessary corporate action of the Company and, when issued and paid for in accordance with the terms and conditions of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable.
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1)
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The definition of “
Exempt Issuance
” in the Securities Purchase Agreement shall be amended to add the following at the end of the definition: “and (e) shares of common stock and warrants issued pursuant to the terms set forth in the form of Securities Purchase Agreement, form of Subscription and form of Warrant attached to the letter agreement among the Company and certain Purchasers, dated as of July 30, 2014, as
Exhibit A
,
Exhibit B
and
Exhibit C
thereto, respectively (the
“July 2014 Financing
”).” In addition to the foregoing, any other provision of the Securities Purchase Agreement that would prohibit the New Financing Transaction is deemed amended to permit the New Financing Transaction.
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2)
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Section 4.13(b) of the Securities Purchase Agreement is amended by adding the following as the final sentence thereof: “For the avoidance of doubt, the July 2014 Financing shall not be deemed to be, and is not, a “Variable Rate Transaction” as defined in this Section 4.13(b).”
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3)
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Each of the undersigned has given its consent to the receipt of this Letter Agreement and acknowledges that the Company’s delivery of this Letter Agreement to the undersigned shall not be deemed to be a violation of Section 4.8 of the Securities Purchase Agreement.
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4)
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The Charter shall be amended as set forth on
Exhibit D
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Very truly yours,
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BioSig Technologies, Inc.
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By:
/s/ Gregory D. Cash
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Name: Gregory D. Cash
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Title: Chief Executive Officer
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Name of Investor:
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Names of Investors (if held jointly, as tenants in common, or as community property):
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By:______________________________
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By: __________________________
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Name:
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Name:
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Title:
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Title:
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By: __________________________
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Name:
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Title:
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