biosig20220630

biosig20220630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38659

BIOSIG TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware		26-4333375
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

55 Greens Farms Road, 1st Floor Westport, CT		06880
(Address of principal executive office)		(Zip Code)

(203) 409-5444
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	BSGM	The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 15, 2022, there were 44,814,380 shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

	ITEM 1.	Financial Statements

		Condensed consolidated balance sheets as of June 30, 2022 (unaudited) and December 31, 2021	3

		Condensed consolidated statements of operations for the three and six months ended June 30, 2022 and 2021 (unaudited)	4

		Condensed consolidated statement of changes in equity for the three and six months ended June 30, 2022 (unaudited)	5

		Condensed consolidated statement of changes in equity for the three and six months ended June 30, 2021 (unaudited)	6

		Condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 (unaudited)	7

		Notes to condensed consolidated financial statements (unaudited)	8-28

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-39
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	39
	ITEM 4.	Controls and Procedures	39

PART II. OTHER INFORMATION

	ITEM 1.	Legal Proceedings	40
	ITEM 1A.	Risk Factors	40
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
	ITEM 3.	Defaults Upon Senior Securities	41
	ITEM 4.	Mine Safety Disclosures	41
	ITEM 5.	Other Information	41
	ITEM 6.	Exhibits	42

	SIGNATURES		43

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value and Share Amounts)

	June 30,			December 31,
	2022			2021
	(unaudited)
ASSETS
Current assets:
Cash	$	5,077		$	11,659
Inventory		2,026			1,881
Prepaid expenses and vendor deposits		633			354
Total current assets		7,736			13,894

Property and equipment, net		596			652

Right-to-use assets, net		898			604

Other assets:
Patents, net		317			326
Trademarks		1			1
Deposits		42			42

Total assets	$	9,590		$	15,519

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses, including $104 and $86 to related parties as of June 30, 2022 and December 31, 2021, respectively	$	1,451		$	2,179
Deferred revenue, short term		21			32
Dividends payable		86			82
Lease liability, short term		341			283
Total current liabilities		1,899			2,576

Deferred revenue, long term		-			5
Lease liability, long term		609			373
Total long-term liabilities		609			378

Total liabilities		2,508			2,954

Commitments and contingencies (Note 10)

Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, 105 shares issued and outstanding: liquidation preference of $105 as of June 30, 2022 and December 31, 2021		105			105

Equity:
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, 1,400 shares of Series D, 1,000 shares of Series E, 200,000 shares of Series F Preferred Stock, none issued		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 44,811,880 and 35,567,180 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		45			36
Additional paid in capital		209,456			201,127
Accumulated deficit		(202,644	)		(188,922	)
Total stockholders' equity attributable to BioSig Technologies, Inc.		6,857			12,241
Non-controlling interest		120			219
Total equity		6,977			12,460

Total liabilities and equity	$	9,590		$	15,519

See the accompanying notes to the unaudited condensed consolidated financial statements

Table of Contents

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Revenue:
Product sales	$	-		$	199		$	-		$	314
Service		8			8			16			11
Total revenue		8			207			16			325

Cost of goods sold		-			62			-			161

Gross profit		8			145			16			164

Operating expenses:
Research and development		1,351			1,667			2,968			2,933
General and administrative		4,302			6,480			10,703			13,751
Depreciation and amortization		71			49			126			91
Total operating expenses		5,724			8,196			13,797			16,775

Loss from operations		(5,716	)		(8,051	)		(13,781	)		(16,611	)

Other income (expense):
Interest income, net		-			-			-			1

Loss before income taxes		(5,716	)		(8,051	)		(13,781	)		(16,610	)

Income taxes (benefit)		-			-			-			-

Net loss		(5,716	)		(8,051	)		(13,781	)		(16,610	)

Non-controlling interest		(43	)		350			59			590

Net loss attributable to BioSig Technologies, Inc.		(5,759	)		(7,701	)		(13,722	)		(16,020	)

Preferred stock dividend		(3	)		(3	)		(5	)		(5	)
Preferred stock deemed dividend		(108	)		-			(108	)		-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(5,870	)	$	(7,704	)	$	(13,835	)	$	(16,025	)

Net loss per common share, basic and diluted	$	(0.15	)	$	(0.24	)	$	(0.36	)	$	(0.50	)

Weighted average number of common shares outstanding, basic and diluted		39,823,034			32,169,191			37,920,734			31,878,283

See the accompanying notes to the unaudited condensed consolidated financial statements

Table of Contents

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

THREE AND SIX MONTHS ENDED JUNE 30, 2022

(In Thousands, Except Par Value and Share Amounts)

	Common stock				Additional Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2021		35,567,180	$	36	$	201,127		$	(188,922	)	$	219		$	12,460
Common stock issued for services		1,312,500		1		1,600			-			-			1,601
Change in fair value of modified options		-		-		15			-			-			15
Sale of common stock and warrants, net transactional costs of $3		2,613,130		2		3,000			-			-			3,002
Stock based compensation		66,249		*		500			-			(101	)		399
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-

SEC Form 10-Q filed by BioSig Technologies Inc.