BioSig Technologies, Inc.
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||||
(Exact name of registrant as specified in its charter)
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||||
Delaware
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3845
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26-4333375
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer Identification No.)
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12424 Wilshire Blvd., Suite 745
Los Angeles, CA 90025
(512) 329-2643
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(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
|
Kenneth Londoner
Chief Executive Officer
12424 Wilshire Blvd., Suite 745
Los Angeles, CA 90025
(512) 329-2643
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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:
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☒
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(Do not check if a smaller reporting company)
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Emerging growth company
☒
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Title of Each Class of Securities to be Registered
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Amount to be
Registered(1)
|
Proposed
Maximum Offering
Price per Share
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Proposed
Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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||||||||||||
Common Stock, $0.001 par value per share
|
3,008,607
|
$
|
1.35
|
(2) |
$
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4,061,619.45
|
$
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505.67
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||||||||
Common Stock underlying Warrants
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1,504,306
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$
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1.35
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(2) |
$
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2,030,813.10
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$
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252.84
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||||||||
Total
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4,512,913
|
$
|
1.35
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(2) |
$
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6,092,432.55
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$
|
758.51
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(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) |
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 February 26, 2018, as reported on the OTCQB.
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Page
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1
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3
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16
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17
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17
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18
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23
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37
|
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40
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43
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44
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46
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52
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65
|
|
66
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66
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66
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66
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67
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Common stock offered by the selling stockholders:
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Up to 3,008,607 shares of our common stock to be offered by the selling stockholders, and up to 1,504,306 shares of our common stock to be offered by the selling stockholders upon the exercise of outstanding common stock purchase warrants.
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||
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|
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||
Common stock outstanding prior to the offering:
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|
29,998,466
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||
|
|
|
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Common stock outstanding after this offering:
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31,502,772 (1)
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||
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Use of proceeds:
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|
We will not receive any proceeds from the sale of the common stock offered by the selling stockholders. However, we will receive proceeds from the exercise price of the warrants if the warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
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OTCQB trading symbol:
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|
“BSGM”
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Risk factors:
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You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 3 of this prospectus before deciding whether or not to invest in shares of our common stock.
|
(1) |
The number of shares of common stock outstanding after the offering is based upon 29,998,466 shares outstanding as of February 28, 2018 and assumes 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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● |
8,230,319 shares of common stock issuable upon the exercise of currently outstanding options with a weighted average exercise price of $2.12 per share;
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● |
1,740 shares of common stock available for future issuance under the BioSig Technologies, Inc. 2012 Equity Incentive Plan;
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● |
294,393 shares of common stock issuable for make whole dividends on our Series E Convertible Preferred Stock (“Series E Preferred Stock”);
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● |
1,000,000 shares of common stock issuable upon the conversion of our Series E Preferred Stock; and
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● |
390,772 shares of common stock issuable for make whole dividends on our Series D Convertible Preferred Stock (“Series D Preferred Stock”);
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● |
1,054,000 shares of common stock issuable upon the conversion of our Series D Preferred Stock; and
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● |
323,927 shares of common stock issuable for accrued dividends on our Series C Convertible Preferred Stock (“Series C Preferred Stock”) as of December 31, 2017;
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● |
650,009 shares of common stock issuable upon the conversion of our Series C Preferred Stock; and
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● |
11,078,823 shares of common stock issuable upon exercise of warrants with a weighted average exercise price of $1.88 per share.
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● |
successful completion of the pre-clinical and clinical development of our products;
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● |
obtaining necessary regulatory approvals from the U.S. Food and Drug Administration or other regulatory authorities;
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● |
establishing manufacturing, sales, and marketing arrangements, either alone or with third parties; and
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● |
raising sufficient funds to finance our activities.
|
● |
the U.S. Food and Drug Administration may not approve a clinical trial protocol or a clinical trial, or may place a clinical trial on hold;
|
● |
subjects may not enroll in clinical trials at the rate we expect or we may not follow up on subjects at the rate we expect;
|
● |
subjects may experience events unrelated to our products;
|
● |
third-party clinical investigators may not perform our clinical trials consistent with our anticipated schedule or the clinical trial protocol and good clinical practices, or other third-party organizations may not perform data collection and analysis in a timely or accurate manner;
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● |
interim results of any of our clinical trials may be inconclusive or negative;
|
● |
regulatory inspections of our clinical trials may require us to undertake corrective action or suspend or terminate the clinical trials if investigators find us not to be in compliance with regulatory requirements; or
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● |
governmental regulations or administrative actions may change and impose new requirements, particularly with respect to reimbursement.
|
● |
restrictions on our products, manufacturers or manufacturing processes;
|
● |
warning letters and untitled letters;
|
● |
civil penalties and criminal prosecutions and penalties;
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● |
fines;
|
● |
injunctions;
|
● |
product seizures or detentions;
|
● |
import or export bans or restrictions;
|
● |
voluntary or mandatory product recalls and related publicity requirements;
|
● |
suspension or withdrawal of regulatory approvals;
|
● |
total or partial suspension of production; and
|
● |
refusal to approve pending applications for marketing approval of new products or of supplements to approved applications.
|
● |
we may not be able to attract and build an effective marketing or sales force;
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● |
the cost of establishing, training and providing regulatory oversight for a marketing or sales force may be substantial; and
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● |
there are significant legal and regulatory risks in medical device marketing and sales that we have never faced, and any failure to comply with applicable legal and regulatory requirements for sales, marketing and distribution could result in an enforcement action by the U.S. Food and Drug Administration, European regulators or other authorities that could jeopardize our ability to market our planned products or could subject us to substantial liability.
|
● |
the degree and range of protection any patents will afford us against competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents;
|
● |
if and when such patents will be issued, and, if granted, whether patents will be challenged and held invalid or unenforceable;
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● |
whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; or
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● |
whether we will need to initiate litigation or administrative proceedings which may be costly regardless of outcome.
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● |
obtain licenses, which may not be available on commercially reasonable terms, if at all;
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● |
abandon an infringing product candidate;
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● |
redesign our product candidates or processes to avoid infringement;
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● |
cease usage of the subject matter claimed in the patents held by others;
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● |
pay damages; and/or
|
● |
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.
|
● |
the outcomes of potential future patent litigation;
|
● |
our ability to monetize our future patents;
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● |
changes in our industry;
|
● |
announcements of technological innovations, new products or product enhancements by us or others;
|
● |
announcements by us of significant strategic partnerships, out-licensing, in-licensing, joint ventures, acquisitions or capital commitments;
|
● |
changes in earnings estimates or recommendations by security analysts, if our common stock is covered by analysts;
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● |
investors’ general perception of us;
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● |
future issuances of common stock;
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● |
the addition or departure of key personnel;
|
● |
general market conditions, including the volatility of market prices for shares of technology companies, generally, and other factors, including factors unrelated to our operating performance; and
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● |
the other factors described in this “Risk Factors” section.
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● |
incur additional indebtedness;
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● |
permit liens on assets;
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● |
repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
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● |
pay cash dividends to our stockholders; and
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● |
engage in transactions with affiliates.
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● |
inability to manufacture our product candidates on a commercial scale on our own, or in collaboration with third parties;
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● |
difficulties in obtaining financing on commercially reasonable terms;
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● |
changes in the size and nature of our competition;
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● |
loss of one or more key executives or scientists; and
|
● |
difficulties in securing regulatory approval to market our product candidates.
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|
Fiscal Year 2018
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|||||||
|
High
|
Low
|
||||||
First Quarter (through February 26, 2018)
|
$
|
1.55
|
$
|
1.32
|
|
Fiscal Year 2017
|
|||||||
|
High
|
Low
|
||||||
First Quarter
|
$
|
2.00
|
$
|
1.20
|
||||
Second Quarter
|
$
|
1.76
|
$
|
1.23
|
||||
Third Quarter
|
$
|
1.60
|
$
|
1.25
|
||||
Fourth Quarter
|
$
|
1.75
|
$
|
1.29
|
|
Fiscal Year 2016
|
|||||||
|
High
|
Low
|
||||||
First Quarter
|
$
|
1.59
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$
|
0.90
|
||||
Second Quarter
|
$
|
2.15
|
$
|
1.33
|
||||
Third Quarter
|
$
|
1.60
|
$
|
1.05
|
||||
Fourth Quarter
|
$
|
1.59
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$
|
1.25
|
|
Fiscal Year 2015
|
|||||||
|
High
|
Low
|
||||||
First Quarter
|
$
|
2.85
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$
|
1.31
|
||||
Second Quarter
|
$
|
4.80
|
$
|
2.00
|
||||
Third Quarter
|
$
|
2.30
|
$
|
1.13
|
||||
Fourth Quarter
|
$
|
1.90
|
$
|
1.08
|
|
2017
|
2016
|
||||||
Salaries and equity compensation
|
$
|
1,481,421
|
$
|
1,744,780
|
||||
Consulting expenses
|
500,628
|
322,520
|
||||||
Clinical studies and design work
|
2,066,028
|
388,447
|
||||||
Acquired research and development
|
543,927
|
-
|
||||||
Travel, supplies, other
|
164,464
|
198,754
|
||||||
Total
|
$
|
4,756,468
|
$
|
2,654,501
|
●
|
Precise, uninterrupted, real-time evaluations of electrograms (PURE EP™);
|
●
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Higher quality cardiac signal acquisition for accurate and more efficient electrophysiology studies and catheter ablation procedures to help reduce costs and length of procedures;
|
●
|
Reliable display of information to better determine precise ablation targets, strategy and end point of procedures with the objective of reducing the need for multiple procedures;
|
●
|
A 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.
|
●
|
We have established clinical and/or advisory relationships for both technology development and validation studies with physicians and researchers affiliated with the following medical centers: Texas Cardiac Arrhythmia Institute, Austin, TX; Cardiac Arrhythmia Center at the University of California at Los Angeles, Los Angeles, CA; Mount Sinai Medical Center, New York, NY; Beaumont Medical Center, Detroit, MI; University Hospitals Case Medical Center, Cleveland, OH; The Heart Rhythm Institute, University of Oklahoma Health Sciences Center, Oklahoma City, OK; and Mayo Clinic, Rochester, MN.
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●
|
The Cardiac Arrhythmia Center at the University of California at Los Angeles and Dr. Kalyanam Shivkumar, a former member of our board of directors, have played a significant role in the initial functional testing of our hardware. Dr. Shivkumar and his team have enabled us to learn the connectivity of the lab and its devices that pertain to where our PURE EP System will fit in. In June 2013, we commenced our first proof of concept pre-clinical study with the assistance of Dr. Shivkumar in order to further test the components of the PURE EP System hardware, as further explained below.
|
●
|
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 September 2014, we performed additional tests on the PURE EP System prototype at the University of California at Los Angeles.
|
●
|
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.
|
●
|
In the first quarter of 2015, we appointed Dr. K. L. Venkatachalam from Mayo Clinic, Jacksonville, Florida, as a member of our Scientific Advisory Board. On March 31, 2015 Drs. Asirvatham and Venkatachalam performed our first pre-clinical study at the Mayo Clinic in Rochester, Minnesota.
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●
|
On June 10, 2015, Dr. Asirvatham performed our second pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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●
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On November 17, 2015, Dr. Asirvatham performed our third pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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●
|
On February 22, 2016, we signed an agreement to initiate development of its PURE EP System with Minnetronix and are taking steps toward its 510(k) submission.
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●
|
On March 8, 2016, Dr. Ammar Killu from Mayo Clinic presented our preclinical data at the 13th Annual Dead Sea Symposium on Innovations in Cardiac Arrhythmias and Device Therapy in Tel Aviv, Israel entitled “Enhanced Electrophysiology Recording Improves Signal Acquisition and Differentiation”.
|
●
|
On March 28, 2016, we announced an Advanced Research Program with Dr. Asirvatham at the Mayo Clinic beginning June 2016.
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●
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On June 2, 2016, Dr. Asirvatham performed our fourth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
|
●
|
On June 23 and August 25 and 26, 2016, Dr. Vivek Reddy performed our pre-clinical study on a ventricular scar model at the Mount Sinai Hospital in New York, NY.
|
●
|
On July 27, 2016, Dr. Asirvatham performed our fifth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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●
|
On August 19, 2016, we presented a poster at the IEEE Engineering in Medicine and Biology Society annual conference (IEEE EMBC 2016) entitled “Enhanced Electrophysiology Recording System.”
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●
|
On September 14, 2016, Dr. Asirvatham performed our sixth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
|
●
|
In December 2016, the Journal of the American College of Cardiology (JACC): Clinical Electrophysiology (Vol.2, No.7, pp.850) published the article entitled, “Novel Electrophysiology Signal Recording System Enables Specific Visualization of the Purkinje Network and Other High-Frequency Signals”, submitted by the Mayo Clinic team.
|
●
|
On December 9, 2016, we filed a provisional patent application entitled “Assessment of Catheter Position by Local Electrogram.”
|
●
|
On December 9, 2016, we filed a provisional patent application entitled “Visualization of Conduction Tissue Signals.”
|
●
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On February 14, 2017, Dr. Asirvatham performed our seventh pre-clinical study at Mayo Clinic in Rochester, Minnesota.
|
●
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On March 15, 2017, Dr. Asirvatham performed our eighth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
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●
|
In April 2017, the PURE EP System was featured in The Journal of Innovations in Cardiac Rhythm Management with the manuscript entitled, “Initial Experience with the BioSig PURE EP™ Signal Recording System: An Animal Laboratory Experience” co-authored by physicians from Mayo Clinic and Harvard Brigham & Women’s Hospital.
|
●
|
On May 2, 2017, Dr. Asirvatham performed our ninth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
|
●
|
On May 11, 2017, the PURE EP System was featured in a poster presentation entitled, “Use of Terminal Unipolar Electrogram Current of Injury as a Novel Marker to Estimate Contact: An Acute Canine Study.”
|
●
|
On May 31, we announced that we have appointed Natasha Russkina as a Managing Director, Europe with the view of establishing European operations of BioSig Technologies, Inc. in Geneva, Switzerland.
|
●
|
On July 10, 2017, the PURE EP System was featured in a poster presentation at the American Heart Association’s 13th Annual Basic Cardiovascular Sciences (BCVS) 2017 Scientific Sessions: Pathways to Cardiovascular Therapeutics entitled, “Use of a Novel Electrogram Filtering Algorithm to Visualize Conduction Tissue Signals in the Ventricle in Sinus Rhythm and Arrhythmia: An Acute Canine Study.”
|
●
|
On July 11, 2017, we announced that we have engaged Health Research International (HRI) to compile essential market data and help perform strategic planning for its PURE EP™ platform technology.
|
●
|
On July 12, 2017, the PURE EP System was featured in a poster presentation at the American Heart Association’s 13th Annual Basic Cardiovascular Sciences (BCVS) 2017 Scientific Sessions: Pathways to Cardiovascular Therapeutics entitled, “Assessment of Catheter Position above or below the Aortic Valve by Evaluation of Characteristics of the Local Electro gram: An Acute Canine Study.”
|
●
|
On August 9, 2017, Dr. Asirvatham performed our tenth pre-clinical study at Mayo Clinic in Rochester, Minnesota.
|
●
|
On October 11, 2017, we announced that Mr. Joseph W. Rafferty has joined the Company as Chief Commercialization Officer.
|
●
|
On October 19, 2017, we announced that we have made significant progress towards commercialization of our PURE EP System and recently received the first production units of the PURE EP System from our manufacturing partner, Minnetronix.
|
●
|
On October 24, 2017, we announced that we have engaged Quintain Project Solutions LLC as the manufacturing project management leader for the PURE EP System.
|
●
|
On October 26, 2017, we announced that we concluded a key part of the strategic planning project launched earlier this year in collaboration with Health Research International (HRI). HRI conducted a detailed survey of U.S. electrophysiologists primarily based in New York, Texas, Massachusetts, Florida, Pennsylvania, and North Carolina to gather opinions on the main features of the PURE EP System. The inability to record high quality unipolar signals and difficulty detecting small intracardiac signals were consistently reported among the factors interfering with effective ablations. Survey respondents rated all six features listed of the PURE EP System as being ‘Very Helpful’ for their ablations, emphasizing overall noise reduction and improved signal clarity/accuracy as key benefits. Most respondents see signal clarity as paramount to the success of ablations and indicated interest in a technology that reduces ‘noise’.
|
●
|
On November 2, 2017, we announced that we have engaged Sherpa Technology Group as our intellectual property advisor.
|
●
|
On November 10, 2017, we announced that Andrew Filler, Partner and General Counsel of Sherpa Technology Group has joined our board of directors taking the place of Dr. Jerome B. Zeldis.
|
●
|
On November 14, 2017, we announced that we have added the role of Chief Regulatory and Compliance Officer in preparation of our FDA submission.
|
●
|
On January 3, 2018, we announced that Steve Chaussy had been elevated to our full time Chief Financial Officer to facilitate growth trajectory of the Company.
|
●
|
On January 9, 2018, we announced that we have partnered with Charles Austin and JK Advisors in preparation of the commercial launch of our PURE EP System.
|
●
|
On January 10, 2018, Dr. Asirvatham performed our eleventh pre-clinical study at Mayo Clinic in Rochester, Minnesota.
|
●
|
GE Healthcare’s family of CardioLab Recording Systems were initially developed in the early 1990s by Prucka Engineering, which was acquired by General Electric Company in 1999.
|
●
|
The LabSystem PRO EP Recording System was originally designed in the late 1980s by C.R. Bard. C.R. Bard’s electrophysiology business was acquired by Boston Scientific Corporation in 2013.
|
●
|
Siemens AG developed the Axiom Sensis XP in 2002.
|
●
|
St. Jude Medical, Inc.’s EP-WorkMate Recording System was acquired from EP MedSystems, Inc. in 2008, which had received clearance for the product from the FDA in 2003. In January 2017, Abbott Laboratories acquired St Jude Medical, Inc.
|
● |
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
|
|
50
|
|
Chief Executive Officer, Executive Chairman and Director
|
Steve Chaussy
|
|
63
|
|
Chief Financial Officer
|
Donald E. Foley
|
|
66
|
|
Director
|
Roy T. Tanaka
|
|
69
|
|
Director
|
Andrew L. Filler
|
|
51
|
|
Director
|
Patrick J. Gallagher
|
|
53
|
|
Director
|
Seth H. Z. Fischer
|
|
61
|
|
Director
|
Jeffrey F. O’Donnell, Sr.
|
|
58
|
|
Director
|
David Weild IV
|
|
61
|
|
Director
|
Name and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($) (1)
|
Option
Awards ($)
|
Nonequity Incentive Plan Compensation ($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Kenneth L. Londoner, Chief Executive Officer, Executive Chairman and Director (7)
|
2017
|
435,000
|
-
|
758,500
|
(1
|
)
|
-
|
-
|
-
|
1,193,500
|
||||||||||||||||||||||||
2016
|
315,000
|
-
|
538,940
|
(2
|
)
|
-
|
-
|
-
|
853,940
|
|||||||||||||||||||||||||
Gregory D. Cash, President, Former Chief Executive Officer and Director
|
2017
|
179,252
|
137,000
|
(3
|
)
|
-
|
-
|
-
|
316,252
|
|||||||||||||||||||||||||
2016
|
325,000
|
259,221
|
(4
|
)
|
-
|
-
|
-
|
584,221
|
||||||||||||||||||||||||||
Steven Chaussy, Chief Financial Officer
|
2017
|
180,833
|
380,000
|
(5
|
)
|
-
|
-
|
-
|
560,833
|
|||||||||||||||||||||||||
2016
|
110,000
|
386,000
|
(6
|
)
|
-
|
-
|
-
|
496,000
|
(1)
|
Represents (i) common stock award or 450,000 shares granted November 8, 2017 and (ii) a common stock award of 50,000 shares granted on November 9, 2017
|
(2)
|
Represents (i) a common stock award of 250,000 shares granted May 4, 2016 and (ii) a common stock award of 41,500 shares granted December 8, 2016.
|
(3)
|
Represents a common stock award of 100,000 shares granted June 6, 2017
|
(4)
|
Represents (i) a stock option granted May 18, 2016 for the purchase of 150,000 shares of common stock at $1.84 for ten years, exercisable immediately and (ii) a common stock award of 20,875 shares granted December 8, 2016.
|
(5)
|
Represents a common stock award of 250,000 shares granted November 8, 2017
|
(6)
|
Represents a common stock award of 200,000 shares granted May 4, 2016.
|
(7)
|
Mr. Londoner served as our Executive Chairman and Director through the entirety of our last two fiscal years. Mr. Londoner has served as our Chief Executive Officer since July 31, 2017.
|
Name
|
Number of Securities underlying Unexercised Options (#) Exercisable
|
Number of Securities underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($/Sh)
|
Option Expiration Date
|
Number of Shares or Units of Stock that have not Vested (#)
|
Market Value of Shares of Units That Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)
|
Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
|
|||||||||||||||||||||
Kenneth
|
250,000
|
-
|
$
|
2.09
|
1/16/2020
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Londoner
|
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
Steven
|
30,000
|
-
|
$
|
2.09
|
1/16/2020
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||||||
Chaussy
|
30,000
|
-
|
$
|
2.09
|
6/11/2023
|
-
|
$
|
-
|
-
|
$
|
-
|
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options
(a)
|
Weighted-average
exercise price of
outstanding options
(b)
|
Securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
|
8,510,319
|
$
|
2.10
|
1,907,509
|
||||||||
Equity compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
Total
|
8,510,319
|
2.10
|
1,907,509
|
Fees Earned
or Paid in
Cash ($)
|
Equity
Awards ($)
|
Total ($)
|
|||||||||||
Donald E. Foley
|
$
|
-
|
$
|
44,700
|
(1
|
)
|
$
|
44,700
|
|||||
Roy T. Tanaka
|
$
|
-
|
$
|
44,700
|
(1
|
)
|
$
|
44,700
|
|||||
Andrew L. Filler
|
$
|
-
|
$
|
44,700
|
(1
|
)
|
$
|
44,700
|
|||||
Patrick J Gallagher
|
$
|
-
|
$
|
42,084
|
(2
|
)
|
$
|
42,084
|
|||||
Seth H. Z. Fischer
|
$
|
$
|
69,537
|
(3
|
)
|
$
|
69,537
|
||||||
Jeffrey F O’Donnell, Sr
|
$
|
-
|
$
|
378,500
|
(4
|
)
|
$
|
378,500
|
|||||
David Weild, IV
|
$
|
-
|
$
|
74,500
|
(5
|
)
|
$
|
74,500
|
|||||
Jerome B. Zeldis (former member) (6)
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
Total:
|
$
|
-
|
$
|
698,721
|
$
|
698,721
|
(1)
|
Represents (i) a common stock award of 30,000 shares granted November 9, 2017
|
(2)
|
Represents (i) a stock option granted December 22, 2017 for the purchase of 39,926 shares of common stock, vesting immediately, at an exercise price of $1.37 per share and termination date of December 22, 2027.
|
(3)
|
Represents (i) 2 stock options granted December 22, 2017 for the purchase of an aggregate of 65,972 shares of common stock, vesting immediately, at an exercise price of $1.37 per share and termination date of December 22, 2027.
|
(4)
|
Represents (i) a common stock award of 200,000 shares granted on November 8, 2017 and (ii) a common stock award of 50,000 shares granted November 9, 2017.
|
(5)
|
Represents (i) a common stock award of 50,000 shares granted November 9, 2017
|
(6)
|
Dr. Zeldis retired as our director on November 9, 2017.
|
● |
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
|
3,408,724
|
(3
|
)
|
11.26
|
%
|
||||
|
|||||||||
David Cherry
|
2,358,639
|
(4
|
)
|
7.73
|
%
|
||||
|
|||||||||
Ramachandra Malya
|
1,820,000
|
(5
|
)
|
6.12
|
%
|
||||
|
|||||||||
Alpha Capital Anstalt
|
3,377,356
|
(6
|
)
|
10.62
|
%
|
||||
|
|||||||||
Officers and Directors
|
|||||||||
Kenneth L. Londoner
|
4,361,853
|
(7
|
)
|
14.26
|
%
|
||||
|
|||||||||
Roy T. Tanaka
|
974,802
|
(8
|
)
|
3.16
|
%
|
||||
|
|||||||||
Seth H. Z. Fischer
|
616,916
|
(9
|
)
|
2.02
|
%
|
||||
|
|||||||||
Patrick J. Gallagher
|
296,150
|
(10
|
)
|
*
|
|||||
|
|||||||||
Jeffrey F. O’Donnell, Sr.
|
779,800
|
(11
|
)
|
2.57
|
%
|
||||
|
|||||||||
Steve Chaussy
|
946,687
|
(12
|
)
|
3.15
|
%
|
||||
|
|||||||||
Andrew L. Filler
|
80,000
|
(13
|
)
|
*
|
|||||
|
|||||||||
David Weild IV
|
400,000
|
(14
|
)
|
1.32
|
%
|
||||
|
|||||||||
Donald E. Foley
|
609,166
|
(15
|
)
|
2.01
|
%
|
||||
|
|||||||||
All directors and executive officers as a group (9 persons)
|
9,065,374
|
29.72
|
%
|
(1) |
Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assume the exercise of all options and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of February 28, 2018, 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 29,998,466 shares of common stock outstanding as of February 28, 2018.
|
(3) |
Comprised of (i) 43,750 shares of common stock, (ii) options to purchase 287,500 shares of common stock that are currently exercisable or exercisable within 60 days of February 28, 2018, and (iii) 3,077,474 shares of common stock held by Miko Consulting Group, Inc. Lora Mikolaitis has sole voting and dispositive power over the securities held for the account of Miko Consulting Group, Inc.
|
(4) |
Comprised of (i) 10,000 shares of common stock and warrants to purchase 5,000 shares of common stock, (ii) 316,642 shares of common stock and warrants to purchase 158,321 shares of common stock held by Thomas David Cherry as Trustee of Cherry Family Trust, a trust for which David Cherry is deemed the beneficial owner, and (iii) 1,245,784 shares of common stock and warrants to purchase 622,892 shares of common stock held by Cherry Pipes Ltd., David Cherry has sole voting and dispositive power over the securities held for the account of Cherry Pipes Ltd.
|
(5) |
Comprised of (i) 1,280,000 shares of common stock and (ii) warrants to purchase 540,000 shares of common stock.
|
(6) |
Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this selling stockholder. Includes (i) 288,536 shares of common stock issued upon conversion of 220 Series D shares as of February 28, 2018 (ii) 947,000 shares of common stock issuable upon conversion of Series D Preferred Stock, (iii) 349,725 shares of common stock as a make-whole dividend issuable upon the conversion of Series D Preferred Stock, and (iv) 1,792,095 of common stock issuable upon the exercise of warrants.
|
(7) |
Comprised of (i) 762,250 shares of common stock directly held by Mr. Londoner, (ii) 3,019,974 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 329,629 shares of common stock, and (v) options to purchase 250,000 shares of common stock that are currently exercisable.
|
(8) |
Comprised of (i) 80,875 shares of common stock and (ii) options to purchase 893,927 shares of common stock that are currently exercisable.
|
(9) |
Comprised of (i) 25,000 shares of common stock and (ii) options to purchase 591,916 shares of common stock that are currently exercisable or exercisable within 60 days of February 28, 2018.
|
(10) |
Comprised of (i) 45,000 shares of common stock, (ii) options to purchase 239,926 shares of common stock that are currently exercisable or exercisable within 60 days of February 28, 2018, and (iii) warrants to purchase 11,224 shares of common stock.
|
(11) |
Comprised of (i) 409,000 shares of common stock and (ii) options to purchase 370,800 shares of common stock that are currently exercisable.
|
(12) |
Comprised of (i) 886,687 shares of common stock and (ii) options to purchase 60,000 shares of common stock that are currently exercisable.
|
(13) |
Comprised of (i) 30,000 shares of common stock and (ii) options to purchase 50,000 shares of common stock that are currently exercisable.
|
(14) |
Comprised of (i) 50,000 shares of common stock and (ii) options to purchase 350,000 shares of common stock that is currently exercisable.
|
(15) |
Comprised of (i) 230,000 shares of common stock, (ii) options to purchase 279,166 shares of common stock that are currently exercisable or exercisable within 60 days of February 28, 2018 and (iii) warrants to purchase 100,000 shares of common stock.
|
|
Ownership Before Offering
|
Ownership After Offering
|
|||||||||||||||||
Selling Stockholder
|
Number of shares
of common stock
beneficially owned (1)
|
Number of
shares offered
|
Number of shares
of common stock
beneficially owned (1)
|
Percentage of
common stock
beneficially owned (1)
|
|||||||||||||||
1478756 Alberta Ltd. (2)
|
60,000
|
(3
|
)
|
60,000
|
(3
|
)
|
-
|
*
|
|||||||||||
American European Insurance Company (4)
|
162,503
|
(5
|
)
|
62,501
|
(6
|
)
|
100,002
|
(7
|
)
|
*
|
|||||||||
Anita Patil
|
30,000
|
(8
|
)
|
30,000
|
(8
|
)
|
-
|
*
|
|||||||||||
Ankush Verma
|
30,000
|
(9
|
)
|
30,000
|
(9
|
)
|
-
|
*
|
|||||||||||
Anuradha Malya
|
30,000
|
(10
|
)
|
30,000
|
(10
|
)
|
-
|
*
|
|||||||||||
Bing-McCullagh Partnership (11)
|
75,000
|
(12
|
)
|
75,000
|
(12
|
)
|
-
|
*
|
|||||||||||
Chatam SA (13)
|
60,000
|
(14
|
)
|
60,000
|
(14
|
)
|
-
|
*
|
|||||||||||
Cherry Pipes Ltd (15)
|
1,968,676
|
(16
|
)
|
974,898
|
(17
|
)
|
993,778
|
(18
|
)
|
3.28
|
%
|
||||||||
Thomas David Cherry as Trustee of Cherry Family Trust
|
474,973
|
(19
|
)
|
75,000
|
(20
|
)
|
399,973
|
(21
|
)
|
1.33
|
%
|
||||||||
Courtney Crandall
|
90,000
|
(22
|
)
|
90,000
|
(22
|
)
|
-
|
*
|
|||||||||||
D. Michael Rappeport & Jane H. Rappeport JT TEN
|
150,000
|
(23
|
)
|
150,000
|
(23
|
)
|
-
|
*
|
|||||||||||
D21 Holding S.P.A (24)
|
90,000
|
(25
|
)
|
90,000
|
(25
|
)
|
-
|
*
|
|||||||||||
David P. Buser
|
172,500
|
(26
|
)
|
30,000
|
(27
|
)
|
142,500
|
(28
|
)
|
*
|
|||||||||
MLFP&S CUST FPO David P. Buser RRA FBO David P Buser
|
26,001
|
(29
|
)
|
26,001
|
(29
|
)
|
-
|
*
|
|||||||||||
David P. Lustig II
|
25,500
|
(30
|
)
|
10,500
|
(31
|
)
|
15,000
|
(32
|
)
|
*
|
|||||||||
Elliot Sabbagh
|
150,000
|
(33
|
)
|
60,000
|
(34
|
)
|
90,000
|
(35
|
)
|
*
|
|||||||||
Ernest Wickham & Janie Wickham JTWROS
|
30,000
|
(36
|
)
|
15,000
|
(37
|
)
|
15,000
|
(38
|
)
|
*
|
|||||||||
Ethan Bing
|
30,000
|
(39
|
)
|
30,000
|
(39
|
)
|
-
|
*
|
|||||||||||
Flying Colors Painting Co. (40)
|
215,001
|
(41
|
)
|
150,000
|
(42
|
)
|
65,001
|
(43
|
)
|
*
|
|||||||||
George P. Bancroft
|
45,000
|
(44
|
)
|
15,000
|
(45
|
)
|
30,000
|
(46
|
)
|
*
|
|||||||||
Hampton Growth Resources, LLC (47)
|
100,001
|
(48
|
)
|
100,001
|
(48
|
)
|
-
|
*
|
|||||||||||
Harsadbhai D Patel
|
360,000
|
(49
|
)
|
60,000
|
(50
|
)
|
300,000
|
(51
|
)
|
1.00
|
%
|
John A. Pierce, Jr.
|
30,000
|
(52
|
)
|
30,000
|
(52
|
)
|
-
|
*
|
|||||||||||
Kevin Dvorak
|
60,000
|
(53
|
)
|
15,000
|
(54
|
)
|
45,000
|
(55
|
)
|
*
|
|||||||||
Krishna Kumar Raman
|
50,001
|
(56
|
)
|
50,001
|
(56
|
)
|
-
|
*
|
|||||||||||
Liliya Prokurat & Val Prokurat JTWROS
|
15,000
|
(57
|
)
|
15,000
|
(57
|
)
|
-
|
*
|
|||||||||||
Mark L. Bing
|
100,001
|
(58
|
)
|
100,001
|
(58
|
)
|
-
|
*
|
|||||||||||
Martin Keisch
|
40,002
|
(59
|
)
|
40,002
|
(59
|
)
|
-
|
*
|
|||||||||||
Melville Enterprises Assets S.A. (60)
|
45,000
|
(61
|
)
|
45,000
|
(61
|
)
|
-
|
*
|
|||||||||||
Michael N. Emmerman
|
705,550
|
(62
|
)
|
150,000
|
(63
|
)
|
555,550
|
(64
|
)
|
1.84
|
%
|
||||||||
Morena Marketing Ltd. (65)
|
300,000
|
(66
|
)
|
300,000
|
(66
|
)
|
-
|
*
|
|||||||||||
Mukesh Sinha
|
45,000
|
(67
|
)
|
45,000
|
(67
|
)
|
-
|
*
|
|||||||||||
Nachum Stein
|
162,503
|
(68
|
)
|
62,501
|
(69
|
)
|
100,002
|
(70
|
)
|
*
|
|||||||||
Nitin Mahajan IRA ROLLOVER
|
30,000
|
(71
|
)
|
30,000
|
(71
|
)
|
-
|
*
|
|||||||||||
Pamela R. Kaweske & John Kaweske JTWROS
|
20,001
|
(72
|
)
|
20,001
|
(72
|
)
|
-
|
*
|
|||||||||||
Paul Eisen
|
165,000
|
(73
|
)
|
75,000
|
(74
|
)
|
90,000
|
(75
|
)
|
*
|
|||||||||
Prabhugowda B. Patil
|
30,000
|
(76
|
)
|
30,000
|
(76
|
)
|
-
|
*
|
|||||||||||
Prakash Interest Ltd (77)
|
90,000
|
(78
|
)
|
90,000
|
(78
|
)
|
-
|
*
|
|||||||||||
Rajiv Lal
|
30,000
|
(79
|
)
|
30,000
|
(79
|
)
|
-
|
*
|
|||||||||||
Ramachandra Malya
|
1,820,000
|
(80
|
)
|
375,000
|
(81
|
)
|
1,445,000
|
(82
|
)
|
4.75
|
%
|
||||||||
Richard D. Andersen
|
200,001
|
(83
|
)
|
200,001
|
(83
|
)
|
-
|
*
|
|||||||||||
Richard D. Andersen IRA - BDA
|
20,001
|
(84
|
)
|
20,001
|
(84
|
)
|
-
|
*
|
|||||||||||
Richard D. Andersen ROLLOVER IRA
|
120,002
|
(85
|
)
|
20,001
|
(86
|
)
|
100,001
|
(87
|
)
|
*
|
|||||||||
Ripal H. Patel
|
30,000
|
(88
|
)
|
30,000
|
(88
|
)
|
-
|
*
|
|||||||||||
Robert B. Andersen
|
15,000
|
(89
|
)
|
15,000
|
(89
|
)
|
-
|
*
|
|||||||||||
Robert Edwin Smith
|
16,500
|
(90
|
)
|
16,500
|
(90
|
)
|
-
|
*
|
|||||||||||
Ronald Michael Rance C/F Sophia Maria De Francesco UTMA
|
25,001
|
(91
|
)
|
25,001
|
(91
|
)
|
-
|
*
|
|||||||||||
Sankaran Alagugurusamy
|
15,000
|
(92
|
)
|
15,000
|
(92
|
)
|
-
|
*
|
|||||||||||
Serena Malhotra
|
30,000
|
(93
|
)
|
30,000
|
(93
|
)
|
-
|
*
|
|||||||||||
Shalin Patel
|
30,000
|
(94
|
)
|
30,000
|
(94
|
)
|
-
|
*
|
|||||||||||
Sheela Patil Tallman
|
30,000
|
(95
|
)
|
30,000
|
(95
|
)
|
-
|
*
|
|||||||||||
Sumi Gupta SEP IRA
|
30,000
|
(96
|
)
|
30,000
|
(96
|
)
|
-
|
*
|
|||||||||||
Sunean Investments LP (97)
|
80,001
|
(98
|
)
|
80,001
|
(98
|
)
|
-
|
*
|
|||||||||||
Vasudev B. Shenoy
|
45,000
|
(99
|
)
|
45,000
|
(99
|
)
|
-
|
*
|
|||||||||||
Vasudev B. Shenoy & Shobha Shenoy JTWROS
|
75,000
|
(100
|
)
|
75,000
|
(100
|
)
|
-
|
*
|
|||||||||||
Vegalux Investments S.á.r.l.S.P.F (101)
|
45,000
|
(102
|
)
|
45,000
|
(102
|
)
|
-
|
*
|
|||||||||||
Vladimir Sergeev
|
20,001
|
(103
|
)
|
20,001
|
(103
|
)
|
-
|
*
|
|||||||||||
Vyacheslav Shamalov
|
30,000
|
(104
|
)
|
30,000
|
(104
|
)
|
-
|
*
|
|||||||||||
William Rabetz
|
108,000
|
(105
|
)
|
15,000
|
(106
|
)
|
93,000
|
(107
|
)
|
*
|
|||||||||
Yaroslav Voznenko
|
37,500
|
(108
|
)
|
15,000
|
(109
|
)
|
22,500
|
(110
|
)
|
*
|
(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) 29,998,466 shares of common stock outstanding as of February 28, 2018 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) |
Brett Sorensen has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(3) |
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
(4) |
Nachum Stein has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(5) |
Includes 54,168 shares of common stock issuable upon the exercise of warrants.
|
(6) |
Includes 20,834 shares of common stock issuable upon the exercise of warrants.
|
(7) |
Includes 33,334 shares of common stock issuable upon the exercise of warrants.
|
(8) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(9) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(10) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(11) |
Paul Bing has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(12) |
Includes 25,000 shares of common stock issuable upon the exercise of warrants.
|
(13) |
Roberto Tronci has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(14) |
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
(15) |
David Cherry has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(16) |
Includes 622,892 shares of common stock issuable upon the exercise of warrants.
|
(17) |
Includes 324,966 shares of common stock issuable upon the exercise of warrants.
|
(18) |
Includes 297,926 shares of common stock issuable upon the exercise of warrants.
|
(19) |
Includes 158,321 shares of common stock issuable upon the exercise of warrants.
|
(20) |
Includes 25,000 shares of common stock issuable upon the exercise of warrants.
|
(21) |
Includes 133,321 shares of common stock issuable upon the exercise of warrants.
|
(22) |
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(23) |
Includes 50,000 shares of common stock issuable upon the exercise of warrants.
|
(24) |
Valeria Panini has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(25) |
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(26) |
Includes 57,500 shares of common stock issuable upon the exercise of warrants.
|
(27) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(28) |
Includes 47,500 shares of common stock issuable upon the exercise of warrants.
|
(29) |
Includes 8,667 shares of common stock issuable upon the exercise of warrants.
|
(30) |
Includes 8,500 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 3,500 shares of common stock issuable upon the exercise of warrants.
|
(33) |
Includes 50,000 shares of common stock issuable upon the exercise of warrants.
|
(34) |
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
(35) |
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(36) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(37) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(38) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(39) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(40) |
Dustin Wilson has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(41) |
Includes 71,667 shares of common stock issuable upon the exercise of warrants.
|
(42) |
Includes 50,000 shares of common stock issuable upon the exercise of warrants.
|
(43) |
Includes 21,667 shares of common stock issuable upon the exercise of warrants.
|
(44) |
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(45) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(46) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(47) |
Andrew W. Haag has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(48) |
Includes 33,334 shares of common stock issuable upon the exercise of warrants.
|
(49) |
Includes 120,000 shares of common stock issuable upon the exercise of warrants.
|
(50) |
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
(51) |
Includes 100,000 shares of common stock issuable upon the exercise of warrants.
|
(52) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(53) |
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
(54) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(55) |
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(56) |
Includes 16,667 shares of common stock issuable upon the exercise of warrants.
|
(57) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(58) |
Includes 33,334 shares of common stock issuable upon the exercise of warrants.
|
(59) |
Includes 13,334 shares of common stock issuable upon the exercise of warrants.
|
(60) |
Francesco Fabiani has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(61) |
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(62) |
Includes (i) 204,216 shares of common stock, (ii) 201,570 shares of common stock issuable upon the conversion of our Series C Preferred Stock including accrued dividends as of December 31, 2017, and (iii) 299,764 shares of common stock issuable upon the exercise of warrants.
|
(63) |
Includes 50,000 shares of common stock issuable upon the exercise of warrants.
|
(64) |
Includes (i) 104,216 shares of common stock, (ii) 201,570 shares of common stock issuable upon the conversion of our Series C Preferred Stock including accrued dividends as of December 31, 2017, and (iii) 249,764 shares of common stock issuable upon the exercise of warrants.
|
(65) |
Dr. Peter Sprenger has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(66) |
Includes 100,000 shares of common stock issuable upon the exercise of warrants.
|
(67) |
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(68) |
Includes 54,168 shares of common stock issuable upon the exercise of warrants.
|
(69) |
Includes 20,834 shares of common stock issuable upon the exercise of warrants.
|
(70) |
Includes 33,334 shares of common stock issuable upon the exercise of warrants.
|
(71) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(72) |
Includes 6,667 shares of common stock issuable upon the exercise of warrants.
|
(73) |
Includes 55,000 shares of common stock issuable upon the exercise of warrants
|
(74) |
Includes 25,000 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 10,000 shares of common stock issuable upon the exercise of warrants.
|
(77) |
Rahul Prakash, MD has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(78) |
Includes 30,000 shares of common stock issuable upon the exercise of warrants.
|
(79) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(80) |
Includes 540,000 shares of common stock issuable upon the exercise of warrants.
|
(81) |
Includes 125,000 shares of common stock issuable upon the exercise of warrants.
|
(82) |
Includes 415,000 shares of common stock issuable upon the exercise of warrants.
|
(83) |
Includes 66,667 shares of common stock issuable upon the exercise of warrants.
|
(84) |
Includes 6,667 shares of common stock issuable upon the exercise of warrants.
|
(85) |
Includes 40,001 shares of common stock issuable upon the exercise of warrants.
|
(86) |
Includes 6,667 shares of common stock issuable upon the exercise of warrants.
|
(87) |
Includes 33,334 shares of common stock issuable upon the exercise of warrants.
|
(88) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(89) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(90) |
Includes 5,500 shares of common stock issuable upon the exercise of warrants.
|
(91) |
Includes 8,334 shares of common stock issuable upon the exercise of warrants.
|
(92) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(93) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(94) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(95) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(96) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(97) |
Anil Odhav has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(98) |
Includes 26,667 shares of common stock issuable upon the exercise of warrants.
|
(99) |
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(100) |
Includes 25,000 shares of common stock issuable upon the exercise of warrants.
|
(101) |
Francesco Fabiani has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(102) |
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(103) |
Includes 6,667 shares of common stock issuable upon the exercise of warrants.
|
(104) |
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
(105) |
Includes 36,000 shares of common stock issuable upon the exercise of warrants.
|
(106) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(107) |
Includes 31,000 shares of common stock issuable upon the exercise of warrants.
|
(108) |
Includes 12,500 shares of common stock issuable upon the exercise of warrants.
|
(109) |
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(110) |
Includes 7,500 shares of common stock issuable upon the exercise of warrants.
|
(i) |
we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
(ii) |
we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
(iii) |
we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue upon a conversion of our Series C Preferred Stock,
|
(iv) |
we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,
|
(v) |
we are party to a change of control transaction,
|
(vi) |
we file for bankruptcy or a similar arrangement or are adjudicated insolvent,
|
(vii) |
we are subject to a judgment, including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days,
|
● |
incur additional indebtedness;
|
● |
permit liens on assets;
|
● |
repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
|
● |
pay cash dividends to our stockholders; and
|
● |
engage in transactions with affiliates.
|
● |
prior to such time the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
● |
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or
|
● |
at or subsequent to such time, the business combination is approved by the board of directors and authorized by the affirmative vote at a stockholders’ meeting of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
● |
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
● |
provide that special meetings of our stockholders may be called only by our board of directors, chairman, chief executive officer, president or secretary; and
|
● |
provide advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered at a stockholder meeting must comply.
|
● |
by a majority of the disinterested directors, even though less than a quorum;
|
● |
by a committee of such directors designated by a majority vote of such directors, even though less than a quorum;
|
● |
if there are no disinterested directors, or if such directors so direct, by independent legal counsel; or
|
● |
by a majority vote of the stockholders, at a meeting at which a quorum is present.
|
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
● |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
● |
an exchange distribution in accordance with the rules of the applicable exchange;
|
● |
privately negotiated transactions;
|
● |
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
● |
In transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
|
● |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
● |
a combination of any such methods of sale; or
|
● |
any other method permitted pursuant to applicable law.
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-6
|
|
F-7
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||
DECEMBER 31, 2017 AND 2016
|
||||||||
2017
|
2016
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
1,547,579
|
$
|
1,055,895
|
||||
Prepaid expenses
|
116,938
|
134,263
|
||||||
Total current assets
|
1,664,517
|
1,190,158
|
||||||
Property and equipment, net
|
18,716
|
24,188
|
||||||
Other assets:
|
||||||||
Deposits
|
17,084
|
27,612
|
||||||
Total assets
|
$
|
1,700,317
|
$
|
1,241,958
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses, including $27,375 and $15,755 to related parties as of December 31, 2017 and 2016, respectively
|
$
|
473,098
|
$
|
373,103
|
||||
Dividends payable
|
447,901
|
359,891
|
||||||
Warrant liability
|
2,358,240
|
1,937,234
|
||||||
Derivative liability
|
685,922
|
288,934
|
||||||
Total current liabilities
|
3,965,161
|
2,959,162
|
||||||
Series C Preferred Stock, 985 and 1,070 shares issued and outstanding; liquidation preference of $985,000 and $1,070,000 as of December 31, 2017 and 2016, respectively
|
985,000
|
1,070,000
|
||||||
Stockholders’ deficit
|
||||||||
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B, 4,200 shares of Series C and 1,400 shares of Series D Preferred Stock
|
||||||||
Series D Preferred Stock, $0.001 par value, 1,334 and 0 shares issued and outstanding; liquidation preference of $2,001,000 and $0 as of December 31, 2017 and 2016, respectively
|
1
|
-
|
||||||
Common stock, $0.001 par value, authorized 200,000,000 shares, 29,321,204 and 22,588,184 issued and outstanding as of December 31, 2017 and 2016, respectively
|
29,321
|
22,588
|
||||||
Additional paid in capital
|
53,215,635
|
41,019,251
|
||||||
Common stock subscription
|
29,985
|
-
|
||||||
Accumulated deficit
|
(56,524,786
|
)
|
(43,829,043
|
)
|
||||
Total stockholders’ deficit
|
(3,249,844
|
)
|
(2,787,204
|
)
|
||||
Total liabilities and stockholders’ deficit
|
$
|
1,700,317
|
$
|
1,241,958
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||
Year ended December 31,
|
||||||||
2017
|
2016
|
|||||||
Operating expenses:
|
||||||||
Research and development
|
$
|
4,756,468
|
$
|
2,654,501
|
||||
General and administrative
|
8,138,117
|
8,499,304
|
||||||
Depreciation
|
11,698
|
10,475
|
||||||
Total operating expenses
|
12,906,283
|
11,164,280
|
||||||
Loss from operations
|
(12,906,283
|
)
|
(11,164,280
|
)
|
||||
Other income (expense):
|
||||||||
Gain (loss) on change in fair value of derivatives
|
210,465
|
(422,908
|
)
|
|||||
Interest income
|
75
|
1
|
||||||
Loss before income taxes
|
(12,695,743
|
)
|
(11,587,187
|
)
|
||||
Income taxes (benefit)
|
-
|
-
|
||||||
Net loss
|
(12,695,743
|
)
|
(11,587,187
|
)
|
||||
Preferred stock dividend
|
(119,877
|
)
|
(110,023
|
)
|
||||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
(12,815,620
|
)
|
$
|
(11,697,210
|
)
|
||
Net loss per common share, basic and diluted
|
$
|
(0.50
|
)
|
$
|
(0.60
|
)
|
||
Weighted average number of common shares outstanding, basic and diluted
|
25,550,686
|
19,490,767
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||||||||||||||||||||||||||
TWO YEARS ENDED DECEMBER 31, 2017
|
||||||||||||||||||||||||||||||||
Additional
|
Common | |||||||||||||||||||||||||||||||
Series D Preferred stock
|
Common stock
|
Paid in
|
stock
|
Accumulated
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Subscription
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balance, January 1, 2016
|
-
|
$
|
-
|
16,825,703
|
$
|
16,826
|
$
|
29,314,399
|
$
|
-
|
$
|
(32,241,856
|
)
|
$
|
(2,910,631
|
)
|
||||||||||||||||
Sale of common stock
|
-
|
-
|
3,798,417
|
3,798
|
5,222,570
|
-
|
-
|
5,226,368
|
||||||||||||||||||||||||
Common stock issued for services
|
-
|
-
|
1,335,000
|
1,335
|
2,469,715
|
-
|
-
|
2,471,050
|
||||||||||||||||||||||||
Common stock issued upon conversion of Series C Preferred Stock at $1.50 per share
|
-
|
-
|
267,334
|
267
|
400,733
|
-
|
-
|
401,000
|
||||||||||||||||||||||||
Common stock issued settlement of Series C Preferred Stock accrued dividends at $1.55 per share
|
-
|
-
|
58,185
|
58
|
90,365
|
-
|
-
|
90,423
|
||||||||||||||||||||||||
Reclassify fair value of derivative liability to equity upon conversion of Series C Preferred Stock to common shares
|
-
|
-
|
-
|
-
|
103,096
|
-
|
-
|
103,096
|
||||||||||||||||||||||||
Stock based compensation
|
-
|
-
|
303,545
|
304
|
3,528,396
|
-
|
-
|
3,528,700
|
||||||||||||||||||||||||
Preferred Stock dividend
|
-
|
-
|
-
|
-
|
(110,023
|
)
|
-
|
-
|
(110,023
|
)
|
||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(11,587,187
|
)
|
(11,587,187
|
)
|
||||||||||||||||||||||
Balance, December 31, 2016
|
-
|
$
|
-
|
22,588,184
|
$
|
22,588
|
$
|
41,019,251
|
$
|
-
|
$
|
(43,829,043
|
)
|
$
|
(2,787,204
|
)
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||||||||||||||||||||||||||
CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT
|
||||||||||||||||||||||||||||||||
TWO YEARS ENDED DECEMBER 31, 2017
|
||||||||||||||||||||||||||||||||
Additional
|
Common | |||||||||||||||||||||||||||||||
Series D Preferred stock
|
Common stock
|
Paid in
|
stock
|
Accumulated
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Subscription
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balance, December 31, 2016
|
-
|
$
|
-
|
22,588,184
|
$
|
22,588
|
$
|
41,019,251
|
$
|
-
|
$
|
(43,829,043
|
)
|
$
|
(2,787,204
|
)
|
||||||||||||||||
Sale of common stock
|
-
|
-
|
4,131,536
|
4,131
|
6,007,098
|
-
|
-
|
6,011,229
|
||||||||||||||||||||||||
Sale of Series D preferred stock
|
1,334
|
1
|
-
|
-
|
1,929,959
|
-
|
-
|
1,929,960
|
||||||||||||||||||||||||
Common stock issued for services
|
-
|
-
|
2,271,788
|
2,272
|
3,384,345
|
-
|
-
|
3,386,617
|
||||||||||||||||||||||||
Common stock issued upon conversion of Series C Preferred Stock at $1.50 per share
|
-
|
-
|
56,669
|
57
|
84,943
|
-
|
-
|
85,000
|
||||||||||||||||||||||||
Common stock issued settlement of Series C Preferred Stock accrued dividends at $1.37 per share
|
-
|
-
|
24,021
|
24
|
31,844
|
-
|
-
|
31,868
|
||||||||||||||||||||||||
Common stock received and canceled in connection with short term swing profit reimbursement
|
-
|
-
|
(10,744
|
)
|
(11
|
)
|
11
|
-
|
-
|
-
|
||||||||||||||||||||||
Common stock subscription received
|
-
|
-
|
-
|
-
|
-
|
29,985
|
-
|
29,985
|
||||||||||||||||||||||||
Reclassify initial fair value of derivative and warrant liability of Series D preferred stock and warrants at issuance
|
-
|
-
|
-
|
-
|
(1,049,216
|
)
|
-
|
-
|
(1,049,216
|
)
|
||||||||||||||||||||||
Reclassify fair value of derivative liability to equity upon conversion of Series C Preferred Stock to common shares
|
-
|
-
|
-
|
-
|
20,757
|
-
|
-
|
20,757
|
||||||||||||||||||||||||
Fair value of warrant issued to acquire research and development
|
-
|
-
|
-
|
-
|
543,927
|
-
|
-
|
543,927
|
||||||||||||||||||||||||
Stock based compensation
|
-
|
-
|
259,750
|
260
|
1,362,593
|
-
|
-
|
1,362,853
|
||||||||||||||||||||||||
Preferred stock dividend
|
-
|
-
|
-
|
-
|
(119,877
|
)
|
-
|
-
|
(119,877
|
)
|
||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(12,695,743
|
)
|
(12,695,743
|
)
|
||||||||||||||||||||||
Balance, December 31, 2017
|
1,334
|
$
|
1
|
29,321,204
|
$
|
29,321
|
$
|
53,215,635
|
$
|
29,985
|
$
|
(56,524,786
|
)
|
$
|
(3,249,844
|
)
|
BIOSIG TECHNOLOGIES, INC.
|
||||||||
Year ended December 31,
|
||||||||
2017
|
2016
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(12,695,743
|
)
|
$
|
(11,587,187
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Depreciation
|
11,698
|
10,475
|
||||||
Equipment distribution as officer compensation
|
3,210
|
-
|
||||||
Change in derivative liabilities
|
(210,465
|
)
|
422,908
|
|||||
Equity based compensation
|
4,749,470
|
5,999,750
|
||||||
Fair value of issued warrant to acquire research and development
|
543,927
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
17,325
|
(102,955
|
)
|
|||||
Security deposit
|
10,528
|
-
|
||||||
Accounts payable
|
102,338
|
149,661
|
||||||
Deferred rent payable
|
(2,342
|
)
|
(104
|
)
|
||||
Net cash used in operating activities
|
(7,470,054
|
)
|
(5,107,452
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(9,436
|
)
|
(16,255
|
)
|
||||
Net cash used in investing activity
|
(9,436
|
)
|
(16,255
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from sale of common stock
|
6,011,229
|
5,226,368
|
||||||
Proceeds from sale of Series D preferred stock
|
1,929,960
|
-
|
||||||
Proceeds from common stock subscription
|
29,985
|
-
|
||||||
Net cash provided by financing activities
|
7,971,174
|
5,226,368
|
||||||
Net increase in cash and cash equivalents
|
491,684
|
102,661
|
||||||
Cash and cash equivalents, beginning of the period
|
1,055,895
|
953,234
|
||||||
Cash and cash equivalents, end of the period
|
$
|
1,547,579
|
$
|
1,055,895
|
||||
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 C Preferred Stock and accrued dividends
|
$
|
116,868
|
$
|
491,423
|
||||
Reclassify initial fair value of derivative and warrant liabilities from equity upon issuance of Series D preferred stock
|
$
|
1,049,216
|
$
|
-
|
||||
Reclassify fair value of derivative liability to equity
|
$
|
20,757
|
$
|
103,096
|
|
|
2017
|
|
|
2016
|
|
||
Series C convertible preferred stock
|
|
|
656,667
|
|
|
|
713,333
|
|
Series D convertible preferred stock
|
1,334,000
|
-
|
||||||
Options to purchase common stock
|
|
|
8,510,319
|
|
|
|
8,245,190
|
|
Warrants to purchase common stock
|
|
|
12,789,086
|
|
|
|
9,128,189
|
|
Totals
|
|
|
23,290,072
|
|
|
|
18,086,712
|
|
|
2017
|
2016
|
||||||
Computer equipment
|
$
|
87,059
|
$
|
84,704
|
||||
Furniture and fixtures
|
12,975
|
10,117
|
||||||
Subtotal
|
100,034
|
94,821
|
||||||
Less accumulated depreciation
|
(81,318
|
)
|
(70,633
|
)
|
||||
Property and equipment, net
|
$
|
18,716
|
$
|
24,188
|
|
2017
|
2016
|
||||||
Accrued accounting and legal
|
$
|
93,595
|
$
|
120,464
|
||||
Accrued reimbursements
|
2,600
|
43,116
|
||||||
Accrued consulting
|
109,059
|
1,192
|
||||||
Accrued research and development expenses
|
246,030
|
181,884
|
||||||
Accrued office and other
|
7,912
|
10,202
|
||||||
Deferred rent
|
569
|
2,912
|
||||||
Accrued settlement related to arbitration
|
13,333
|
13,333
|
||||||
|
$
|
473,098
|
$
|
373,103
|
●
|
incur additional indebtedness;
|
●
|
permit liens on assets;
|
●
|
repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
|
●
|
pay cash dividends to our stockholders; and
|
●
|
engage in transactions with affiliates.
|
(i)
|
we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
(ii)
|
we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
(iii)
|
we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue upon a conversion of our Series C Preferred Stock,
|
(iv)
|
we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,
|
(v)
|
we are party to a change of control transaction,
|
(vi)
|
we file for bankruptcy or a similar arrangement or are adjudicated insolvent,
|
(vii)
|
we are subject to a judgment, including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days,
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||
Weighted
|
||||||||||||||
Average
|
Exercisable
|
|||||||||||||
Exercise
|
Number of
|
Remaining Life
|
Number of
|
|||||||||||
Price
|
Options
|
In Years
|
Options
|
|||||||||||
$
|
1.01-2.00
|
|
3,825,540
|
|
6.8
|
$
|
2,662,707
|
|||||||
2.01-3.00
|
4,384,779
|
3.7
|
4,384,779
|
|||||||||||
3.01-4.00
|
300,000
|
7.3
|
300,000
|
|||||||||||
8,510,319
|
5.2
|
7,347,486
|
|
Weighted-Average
|
|||||||||||||||
|
Weighted-Average
|
Remaining
|
Aggregate
|
|||||||||||||
|
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
||||||||||||
Outstanding at January 1, 2016
|
7,780,190
|
$
|
2.30
|
6.4
|
$
|
-
|
||||||||||
Grants
|
905,000
|
1.71
|
10.0
|
$
|
-
|
|||||||||||
Exercised
|
-
|
-
|
-
|
|||||||||||||
Canceled
|
(440,000
|
)
|
2.24
|
-
|
||||||||||||
Outstanding at December 31, 2016
|
8,245,190
|
$
|
2.24
|
5.7
|
$
|
-
|
||||||||||
Grants
|
1,680,898
|
1.50
|
10.0
|
$
|
-
|
|||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
(1,415,769
|
)
|
$
|
2.17
|
||||||||||||
Outstanding at December 31, 2017
|
8,510,319
|
$
|
2.11
|
5.2
|
$
|
27,045
|
||||||||||
Exercisable at December 31, 2017
|
7,347,486
|
$
|
2.19
|
4.8
|
$
|
25,394
|
Risk-free interest rate
|
|
|
1.08% - 2.04
|
%
|
Dividend yield
|
|
|
0
|
%
|
Stock price volatility
|
|
|
109.3% to 122.82
|
%
|
Expected life
|
5 – 10 years
|
|
||
Weighted average grant date fair value
|
|
$
|
1.47
|
|
Risk-free interest rate
|
|
|
2.01% - 2.34
|
%
|
Dividend yield
|
|
|
0
|
%
|
Stock price volatility
|
|
|
95.72% to 107.17
|
%
|
Expected life
|
5 – 10 years
|
|
||
Weighted average grant date fair value
|
|
$
|
1.17
|
|
Restricted shares issued as of January 1, 2016
|
|
|
175,000
|
|
Granted
|
|
|
180,000
|
|
Vested
|
(220,000
|
)
|
||
Total restricted shares issued as of December 31, 2016
|
|
|
135,000
|
|
Granted
|
|
|
-
|
|
Vested
|
|
|
(135,000
|
)
|
Vested restricted shares as of December 31, 2017
|
|
|
-
|
|
Unvested restricted shares as of December 31, 2017
|
|
|
-
|
|
Exercise
|
Number
|
Expiration
|
|||||
Price
|
Outstanding
|
Date
|
|||||
$
|
0.001
|
383,320
|
January 2020
|
||||
$
|
1.50
|
8,667,440
|
February 2018 to May 2021
|
||||
$
|
1.84
|
35,076
|
January 2020
|
||||
$
|
1.95
|
1,689,026
|
October 2018 to September 2019
|
||||
$
|
2.00
|
100,000
|
August 2018
|
||||
$
|
2.02
|
30,755
|
January 2020
|
||||
$
|
2.50
|
100,000
|
August 2018
|
||||
$
|
2.75
|
228,720
|
August 2019 to September 2019
|
||||
$
|
3.67
|
214,193
|
December 2018 to January 2019
|
||||
$
|
3.75
|
1,340,556
|
April 2019 to March 2020
|
||||
12,789,086
|
|
|
Weighted-Average
|
|||||||||||||||
|
Weighted-Average
|
Remaining
|
Aggregate
|
|||||||||||||
|
Shares
|
Exercise Price
|
Contractual Term
|
Intrinsic Value
|
||||||||||||
Outstanding at January 1, 2016
|
7,078,685
|
$
|
2.02
|
3.0
|
497,933
|
|||||||||||
Grants
|
2,049,504
|
$
|
1.74
|
2.5
|
-
|
|||||||||||
Exercised
|
-
|
$
|
-
|
-
|
||||||||||||
Canceled
|
-
|
$
|
-
|
-
|
||||||||||||
Outstanding at December 31, 2016
|
9,128,189
|
$
|
1.96
|
2.1
|
$
|
494,099
|
||||||||||
Grants
|
4,479,974
|
1.50
|
3.0
|
-
|
||||||||||||
Exercised
|
-
|
|||||||||||||||
Canceled
|
(819,077
|
)
|
$
|
1.50
|
||||||||||||
Outstanding at December 31, 2017
|
12,789,086
|
$
|
1.82
|
1.7
|
$
|
551,636
|
||||||||||
|
||||||||||||||||
Vested and expected to vest at December 31, 2017
|
12,789,086
|
$
|
1.82
|
1.7
|
$
|
551,636
|
||||||||||
Exercisable at December 31, 2017
|
12,789,086
|
$
|
1.82
|
1.7
|
$
|
551,636
|
|
Warrant
Liability
|
Derivative
|
||||||
Balance, December 31, 2015
|
$
|
1,621,199
|
$
|
285,157
|
||||
Total (gains) losses
|
||||||||
Transfers out due to conversion of Series C Preferred Stock
|
-
|
(103,096
|
)
|
|||||
Mark to market to December 31, 2016
|
316,035
|
106,873
|
||||||
Balance, December 31, 2016
|
1,937,234
|
288,934
|
||||||
Initial fair value of derivative at date of issuance of Series D Preferred Stock
|
-
|
397,162
|
||||||
Initial fair value of warrant liability at date of issuance
|
652,054
|
-
|
||||||
Transfers out due to conversion of Series C Preferred Stock
|
-
|
(20,757
|
)
|
|||||
Mark to market to December 31, 2017
|
(231,048
|
)
|
20,583
|
|||||
Balance, December 31, 2017
|
2,358,240
|
685,922
|
||||||
Gain (loss) on change in warrant and derivative liabilities for the year ended December 31, 2016
|
$
|
231,048
|
$
|
(20,583
|
)
|
Year Ending December 31,
|
||||
2018
|
$
|
112,994
|
||
2019
|
76,995
|
|||
|
$
|
189,989
|
|
|
2017
|
|
|
2016
|
|
||
Statutory rate on pre-tax book loss
|
|
|
(34.00
|
)%
|
|
|
(34.00
|
)%
|
(Gain) loss on change in fair value of derivatives
|
|
|
(0.56
|
)%
|
|
|
1.24
|
%
|
Stock based compensation
|
|
|
12.72
|
%
|
|
|
17.6
|
%
|
Fair value of warrant to acquire research and development
|
1.46
|
%
|
0.00
|
%
|
||||
Other
|
|
|
0.09
|
%
|
|
|
0.09
|
%
|
Valuation allowance
|
|
|
20.29
|
%
|
|
|
15.07
|
%
|
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
2017
|
2016
|
||||||
Non-Current deferred tax asset:
|
||||||||
Net operating loss carry-forwards
|
$
|
8,200,000
|
$
|
5,500,000
|
||||
Valuation allowance
|
(8,200,000
|
)
|
(5,500,000
|
)
|
||||
Net non-current deferred tax asset
|
$
|
-
|
$
|
-
|
Securities and Exchange Commission Registration Fee
|
$
|
758.51
|
||
Accounting Fees and Expenses
|
$
|
3,500.00
|
||
Legal Fees and Expenses
|
$
|
15,000.00
|
||
Printing Expenses
|
$
|
None
|
||
Miscellaneous Fees and Expenses
|
$
|
None
|
||
Total
|
$
|
19,258.51
|
Exhibit No.
|
Description
|
|
3.1
|
||
3.2
|
||
3.3
|
||
3.4
|
||
3.5
|
||
3.6
|
||
3.7
|
||
3.8
|
||
3.9
|
||
3.10
|
||
5.1
|
||
10.1
|
||
10.2
|
||
10.3
|
||
10.4
|
||
10.5
|
||
10.6
|
||
10.7
|
||
10.8
|
||
10.9
|
||
10.10
|
||
10.11
|
||
10.12
|
||
10.13
|
||
10.14
|
10.15
|
||
10.16
|
||
10.17
|
||
10.18
|
||
10.19
|
||
10.20
|
||
10.21
|
||
10.22
|
||
10.23
|
||
10.24
|
||
10.25
|
||
10.26
|
||
10.27
|
||
10.28
|
||
10.29
|
||
10.30
|
||
10.31
|
||
10.32
|
||
10.33
|
||
10.34
|
||
10.35
|
||
10.36
|
||
10.37
|
||
10.38
|
||
10.39
|
||
10.40
|
10.41
|
||
10.42
|
||
10.43
|
||
10.44
|
||
10.45
|
||
10.46
|
||
10.47
|
||
10.48
|
||
10.49
|
||
10.50
|
||
10.51
|
||
10.52
|
||
10.53
|
||
10.54
|
||
10.55
|
||
10.56
|
||
10.57
|
||
23.1
|
||
23.2
|
||
24.1
|
|
BIOSIG TECHNOLOGIES, INC.
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Londoner
|
|
|
Name: Kenneth L. Londoner
|
|
|
Title: Chief Executive Officer and Chairman
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kenneth L. Londoner
|
|
Chief Executive Officer, Executive Chairman and Director (principal executive officer)
|
|
February 28, 2018
|
Kenneth L. Londoner
|
|
|
|
|
|
|
|
|
|
/s/ Steve Chaussy
|
|
Chief Financial Officer (principal financial and accounting officer)
|
|
February 28, 2018
|
Steve Chaussy
|
|
|
|
|
|
|
|
|
|
/s/ Donald E. Foley
|
|
Director
|
|
February 28, 2018
|
Donald E. Foley
|
|
|
|
|
|
|
|
|
|
/s/ Roy T. Tanaka
|
|
Director
|
|
February 28, 2018
|
Roy T. Tanaka
|
|
|
|
|
|
|
|
|
|
/s/ Patrick J. Gallagher
|
|
Director
|
|
February 28, 2018
|
Patrick J. Gallagher
|
|
|
|
|
|
|
|
|
|
/s/ Seth H.Z. Fischer
|
|
Director
|
|
February 28, 2018
|
Seth H. Z. Fischer
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey F. O’Donnell, Sr.
|
|
Director
|
|
February 28, 2018
|
Jeffrey F. O’Donnell, Sr.
|
|
|
|
|
|
|
|
|
|
/s/ Andrew L. Filler
|
|
Director
|
|
February 28, 2018
|
Andrew L. Filler
|
|
|
|
|
|
|
|
|
|
/s/ David Weild IV
|
|
Director
|
|
February 28, 2018
|
David Weild IV
|
|
|
|
|
|
|
|
|
|