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 March 31, 2024

☐	TRANSITION REPORT PURSUANT TO 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 (§232.405 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 May 17, 2024, there were 12,476,413 shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

	ITEM 1.	Financial Statements

		Condensed consolidated balance sheets as of March 31, 2024 (unaudited) and December 31, 2023	3

		Condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 (unaudited)	4

		Condensed consolidated statement of changes in deficit for the three months ended March 31, 2024 (unaudited)	5

		Condensed consolidated statement of changes in equity for the three months ended March 31, 2023 (unaudited)	6

		Condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023 (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	29-36
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	36
	ITEM 4.	Controls and Procedures	36

PART II. OTHER INFORMATION

	ITEM 1.	Legal Proceedings	39
	ITEM 1A.	Risk Factors	40
	ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	41
	ITEM 3.	Defaults Upon Senior Securities	42
	ITEM 4.	Mine Safety Disclosures	42
	ITEM 5.	Other Information	42
	ITEM 6.	Exhibits	42

	SIGNATURES		46

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value and Share Amounts)

	March 31,			December 31,
	2024			2023
	(unaudited)
ASSETS
Current assets:
Cash	$	416		$	190
Accounts receivable		14			24
Employee advance		-			5
Net investment in leases, short term		90			103
Prepaid expenses and vendor deposits		220			206
Total current assets		740			528

Property and equipment, net		182			509

Right-to-use assets, net		335			412

Other assets:
Net investment in leases, long term		4			17
Patents, net		284			288
Other assets		44			44

Total assets	$	1,589		$	1,798

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses, including $20 and $30 to related parties as of March 31, 2024 and December 31, 2023, respectively	$	4,821		$	4,116
Customer deposits		-			16
Dividends payable		103			101
Lease liability, short term		308			349
Total current liabilities		5,232			4,582

Long term liabilities:
Note payable-related party, long term		500			-
Lease liability, long term		60			103
Total long term liabilities		560			103

Total liabilities		5,792			4,685

Commitments and contingencies (Note 12)		-			-

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 March 31, 2024 and December 31, 2023		105			105

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, 1,400 shares of Series D, 1,000 shares of Series E, 200,000 shares of Series F Preferred Stock. 105 shares of Series C outstanding as of March 31, 2024 and December 31, 2023 (see above)		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 11,165,007 and 9,040,043 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		11			9
Additional paid in capital		244,085			241,988
Accumulated deficit		(248,417	)		(245,015	)
Total stockholders’ deficit attributable to BioSig Technologies, Inc.		(4,321	)		(3,018	)
Non controlling interest		13			26
Total deficit		(4,308	)		(2,992	)

Total liabilities and deficit	$	1,589		$	1,798

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	2024			2023
	Three months ended March 31,
	2024			2023
Revenue:
Service	$	14		$	5

Operating expenses:
Research and development		238			1,062
General and administrative		2,882			6,245
Impairment of long term assets		253			-
Depreciation and amortization		78			84
Total operating expenses		3,451			7,391

Loss from operations		(3,437	)		(7,386	)

Other income (expense):
Interest income, net		(3	)		4
Other income (expense), net:		25			-

Loss before income taxes		(3,415	)		(7,382	)

Income taxes (benefit)		-			-

Net loss		(3,415	)		(7,382	)

Non-controlling interest		13			50

Net loss attributable to BioSig Technologies, Inc.		(3,402	)		(7,332	)

Preferred stock dividend		(2	)		(2	)
Preferred stock deemed dividend		(133	)		-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,537	)	$	(7,334	)

Net loss per common share, basic and diluted	$	(0.36	)	$	(1.19	)

Weighted average number of common shares outstanding, basic and diluted		9,856,261			6,186,666

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

THREE MONTHS ENDED MARCH 31, 2024

(In Thousands, Except Par Value and Share Amounts)

					Additional
	Common stock				Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2023		9,040,043	$	9	$	241,988		$	(245,015	)	$	26		$	(2,992	)
Common stock issued for services		1,862,744		2		1,249			-			-			1,251
Sale of common stock and warrants		260,720		-*		1,040			-			-			1,040
Stock based compensation		1,500		-*		(190	)		-			-			(190	)
Accretion of deemed preferred stock dividend		-		-		133			-			-			133
Deemed preferred stock dividend		-		-		(133	)		-			-			(133	)
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(3,402	)		(13	)		(3,415	)
Balance, March 31, 2024 (unaudited)		11,165,007	$	11	$	244,085		$	(248,417	)	$	13		$	(4,308	)

*	- less than $1

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

THREE MONTHS ENDED MARCH 31, 2023

(In Thousands, Except Par Value and Share Amounts)

					Additional
	Common stock				Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2022		5,505,068	$	5	$	216,282		$	(215,974	)	$	(21	)	$	292
Balance		5,505,068	$	5	$	216,282		$	(215,974	)	$	(21	)	$	292
Common stock issued for services		116,750		-*		1,097			-			-			1,097
Common stock issued in settlement of accounts payable		8,800		-*		105			-			-			105
Sale of common stock and warrants, net transactional costs of $482		850,030		1		6,747			-			-			6,748
Sale of common stock and warrants		850,030		1		6,747			-			-			6,748
Stock based compensation		249,125		-*		1,047			-			5			1,052
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(7,332	)		(50	)		(7,382	)
Balance, March 31, 2023 (unaudited)		6,729,773	$	6	$	225,276		$	(223,306	)	$	(66	)	$	1,910
Balance		6,729,773	$	6	$	225,276		$	(223,306	)	$	(66	)	$	1,910

- less than $1

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

SEC Form 10-Q filed by BioSig Technologies Inc.