biosig20231101_def14a.htm

DEF 14A 1 biosig20231101_def14a.htm FORM DEF 14A biosig20231101_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

BioSig Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


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☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

55 Greens Farms Road

Westport, Connecticut 06880

(203) 409-5444

November 3, 2023

Dear Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of BioSig Technologies, Inc. to be held at 10:00 a.m., Eastern Time, on December 18, 2023, at our headquarters located at 55 Greens Farms Road, 1st Floor, Westport, Connecticut 06880.

To facilitate an orderly meeting, we strongly encourage you to advise Lora Mikolaitis by email at info@biosigtech.com or phone at 203-409-5444 ext. 117 if you plan to attend the meeting prior to 5:00 p.m., Eastern Time, on December 15, 2023, and to arrive at the meeting no later than 9:30 a.m., Eastern Time.

We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about November 3, 2023, rather than a paper copy of the Proxy Statement, the proxy card and our 2022 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2022. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Annual Meeting, after receiving the Notice of Internet Availability please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the Proxy Statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting in person.

Thank you for your support of our company. I look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Kenneth L. Londoner

Kenneth L. Londoner

Chairman and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 18, 2023:

Our official Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy Card and

2022 Annual Report to Stockholders are available at:

www.proxyvote.com

BIOSIG TECHNOLOGIES, INC.

55 Greens Farms Road, 1st Floor

Westport, Connecticut 06880

(203) 409-5444

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 18, 2023

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of BioSig Technologies, Inc., a Delaware corporation (the “Company”), will be held on December 18, 2023, at 10:00 a.m. Eastern Time, at our headquarters at 55 Greens Farms Road, 1st Floor, Westport, Connecticut. We will consider and act on the following items of business at the Annual Meeting:

	(1)	A proposal to elect of seven directors to serve as directors on our Board of Directors (the “Board”) until our 2024 Annual Meeting of Stockholders or until their successors have been duly elected and qualified, for which Kenneth L. Londoner, David Weild IV, Patrick J Gallagher, Donald E. Foley, James J. Barry, Frederick D. Hrkac and James L. Klein are the nominees (Proposal 1);

	(2)	A proposal to approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), at a ratio in the range of 1-for-2 to 1-for-10, with the exact exchange ratio and timing to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”) (Proposal 2);

	(3)	A proposal to approve the First Amendment to the BioSig Technologies, Inc. 2023 Long-Term Incentive Plan to increase the total number of shares of Common Stock authorized for issuance under such plan by 3,500,000, to a total of 8,765,945 shares (the “Plan Amendment Proposal”) (Proposal 3);

	(4)	A proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”) (Proposal 4); and

	(5)	Such other business as may arise and that may properly be conducted at the Annual Meeting or any adjournment or postponement thereof.

Stockholders are referred to the proxy statement accompanying this notice (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the Board of Directors recommends a vote “FOR” the election of the nominees as directors (Proposal 1), “FOR” the approval of the Reverse Stock Split Proposal (Proposal 2), “FOR” the approval of the Plan Amendment Proposal (Proposal 3), and “FOR” the approval of the Auditor Ratification Proposal (Proposal 4).

The Board has fixed the close of business on October 31, 2023, as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of shares of our Common Stock and Series C Convertible Preferred Stock on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s) or adjournment(s) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the office of the Company during regular business hours for the ten (10) calendar days prior to the Annual Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your shares are registered in your name, even if you plan to attend the Annual Meeting or any postponement or adjournment of the Annual Meeting in person, we request that you vote by telephone, over the Internet, or complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy card and in the Proxy Statement to ensure that your shares will be represented at the Annual Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

By Order of the Board,

/s/ Kenneth L. Londoner

Kenneth L. Londoner

Chairman and Chief Executive Officer

November 3, 2023

TABLE OF CONTENTS

	Page
ABOUT THE ANNUAL MEETING	1
PROPOSAL 1: ELECTION OF DIRECTORS	7
CORPORATE GOVERNANCE	10
DIRECTOR COMPENSATION	16
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	19
DELINQUENT SECTION 16(A) REPORTS	19
EXECUTIVE COMPENSATION	20
PAY VERSUS PERFORMANCE	30
AUDIT COMMITTEE MATTERS	33
PROPOSAL 2: APPROVAL OF A REVERSE STOCK SPLIT	36
PROPOSAL 3: APPROVAL OF THE FIRST AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2023 LONG-TERM INCENTIVE PLAN	44
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023	52
OTHER BUSINESS	53
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS	53
Annex A – Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc.	A-1
Annex B – First Amendment to the BioSig Technologies, Inc. 2023 Long-Term Incentive Plan	B-1
Annex C – BioSig Technologies, Inc. 2023 Long-Term Incentive Plan	C-1
Form of Proxy Card

BIOSIG TECHNOLOGIES, INC.

55 Greens Farms Road, 1st Floor

Westport, Connecticut 06880

(203) 409-5444

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 18, 2023

Unless the context otherwise requires, references in this proxy statement (the “Proxy Statement”) to “we,” “us,” “our,” “the Company,” or “BioSig” refer to BioSig Technologies, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our common stock, par value $0.001 per share (the “Common Stock”), and our Series C Convertible Preferred Stock (the “Series C Preferred Stock”) entitled to vote at the 2023 annual meeting of stockholders of the Company (the “Annual Meeting”).

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of BioSig to be voted at the Annual Meeting to be held on December 18, 2023, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Annual Meeting. This Proxy Statement and accompanying form of proxy are dated November 3, 2023 and are expected to be first sent or given to stockholders on or about November 3, 2023.

The executive offices of the Company are located at, and the mailing address of the Company is 55 Greens Farms Road, 1st Floor, Westport, Connecticut 06880.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 18, 2023:

As permitted by the “Notice and Access” rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement, the proxy card and our 2022 Annual Report available to stockholders electronically via the Internet at the following website: www.proxyvote.com.

On or about November 3, 2023, we commenced mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also on or about November 3, 2023, we began mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

Name		Age
Kenneth L. Londoner		56
David Weild IV		66
Patrick J. Gallagher		58
Donald E. Foley		72
James J. Barry, PhD		64
Frederick D. Hrkac		58
James L. Klein		58

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Kenneth L. Londoner*
David Weild IV	Chairman		Member
Patrick J. Gallagher	Member	Member
Donald E. Foley		Chairman	Member
James J. Barry PhD		Member
Frederick D. Hrkac
James L. Klein	Member		Chairman

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)			Option Awards ($) (1)			All Other Compensation ($) (1)(2)		Total ($)
Donald E. Foley	$	40,000	$	20,000	(2)	$	-		$	-	$	60,000
Patrick J Gallagher	$	30,000	$	15,000	(3)	$	-		$	-	$	45,000
David Weild, IV	$	40,000	$	20,000	(4)	$	-		$	-	$	60,000
Samuel E. Navarro⸸	$	15,000	$	-		$	-		$	-	$	15,000
James J. Barry PhD	$	30,000	$	15,000	(5)	$	-		$	-	$	45,000
Anthony Zook^	$	15,000	$	-		$	-		$	-	$	15,000
Frederick Hrkac@	$	15,000	$	20,000	(6)	$	37,418	(7)	$	-	$	72,418
James Klein *	$	15,000	$	15,000	(8)	$	41,870	(9)	$	-	$	71,870
Total:	$	200,000	$	105,000		$	79,288		$	-	$	384,288

(1)	In accordance with SEC rules, this column reflects the aggregate fair value of stock or option awards granted during the fiscal year ended December 31, 2022, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions.
(2)	Represents a common stock award of 45,455 fully vested shares granted November 23, 2022. As of December 31, 2022, Mr. Foley had 45,455 outstanding stock awards of shares of Common Stock.
(3)	Represents a common stock award of 34,091 fully vested shares granted November 23, 2022. As of December 31, 2022, Mr. Gallagher had 34,091 outstanding stock awards of shares of Common Stock.
(4)	Represents a common stock award of 45,455 fully vested shares granted November 23, 2022. As of December 31, 2022, Mr. Weild had 45,455 outstanding stock awards of shares of Common Stock.
(5)	Represents a common stock award of 34,091 fully vested shares granted November 23, 2022. As of December 31, 2022, Mr. Barry had 34,091 outstanding stock awards of shares of Common Stock.
(6)	Represents a common stock award of 45,455 fully vested shares granted November 23, 2022. As of December 31, 2022, Mr. Hrkac had 45,455 outstanding stock awards of shares of Common Stock.
(7)	Represents a stock option granted April 22, 2022 for the purchase of 50,000 shares of common stock, 50% vesting immediately and 50% vesting on April 22, 2023 at an exercise price of $0.82 per share and termination date of April 22, 2032.
(8)	Represents a common stock award of 34,091 fully vested shares granted November 23, 2022. As of December 31, 2022, Mr. Klein had 34,091 outstanding stock awards of shares of Common Stock.
(9)	Represents a stock option granted May 2, 2022 for the purchase of 50,000 shares of Common Stock, 50% vesting immediately and 50% vesting on May 2, 2023 at an exercise price of $0.87 per share and termination date of May 2, 2032.

Name	Number of Shares of Common Stock Beneficially Owned (1)				Percentage Class (1) (2)			Number of Shares of Series C Preferred Stock Beneficially Owned		Percentage Class (2)			Total Voting Power
*Directors and Named Executive Officers*
Kenneth L. Londoner		3,863,344	(3	)	4.75		%		—		—		4.75		%
Patrick J. Gallagher		356,582	(4	)		*			—		—			*
Steve Chaussy		1,220,864	(5	)	1.51		%		—		—		1.51		%
David Weild IV		510,371	(6	)		*			—		—			*
Donald E. Foley		495,999	(7	)		*			—		—			*
James J. Barry, PhD		171,249	(8	)		*			—		—			*
Frederick D. Hrkac		144,999	(9	)		*			—		—			*
James L. Klein		349,249	(10	)		*			—		—			*
John Sieckhaus		569,784	(11	)		*			—		—			*

All directors and executive officers as a group of ten persons		7,682,441			9.30		%		—		—		9.30		%

*5% Holders*
Donald E. Garlikov		11,536,634	(12	)	13.80		%		—		—		13.80		%
Ray Weber		279,745	(13	)		*			45	42.86		%		*
StoneX Group Inc C/F Raymond E Weber IRA		218,186	(14	)		*			35	33.33		%		*
Martin F. Sauer		155,847	(15	)		*			25	23.81		%		*

(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 the Record Date, 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 81,110,643 shares of Common Stock and 105 shares of Series C Preferred Stock outstanding as of the Record Date.
(3)	Comprised of (i) 2,507,020 shares of Common Stock directly held by Mr. Londoner, (ii) 1,181,324 shares of Common Stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, and (iii) 175,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date. Mr. Londoner has sole voting and dispositive power over the securities held for the account of Endicott Management Partners, LLC.

(4)	Comprised of (i) 133,743 shares of Common Stock directly held by Mr. Gallagher, (ii) 2,400 shares of Common Stock held by Amy E Gallagher Educational Trust for which Mr. Gallagher is deemed the beneficial owner with sole voting and dispositive power over the securities held by the trust, (iii) 2,400 shares of Common Stock held by Hans Gallagher Educational Trust for which Mr. Gallagher is deemed the beneficial owner with sole voting and dispositive power over the securities held by the trust, and (iv) 218,039 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(5)	Comprised of shares of Common Stock.
(6)	Comprised of (i) 114,999 shares of Common Stock and (ii) 395,372 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(7)	Comprised of (i) 221,999 shares of Common Stock, (ii) 274,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(8)	Comprised of (i) 71,249 shares of Common Stock and (ii) 100,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(9)	Comprised of (i) 94,999 shares of Common Stock and (ii) 50,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(10)	Comprised of (i) 299,249 shares of Common Stock and (ii) 50,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(11)	Comprised of (i) 365,620 shares of Common Stock and (ii) 204,164 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(12)	Comprised of (i) 9,070,475 shares of Common Stock and (ii) 2,466,159 warrants to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of the Record Date.
(13)	Comprised of shares of Common Stock issuable upon the conversion of shares of our Series C Preferred Stock, including dividends accrued thereon as of the Record Date. This stockholder’s address is 27 Zabriskie St., Jersey City, NJ 07307.
(14)	Comprised of shares of Common Stock issuable upon the conversion of shares of our Series C Preferred Stock, including dividends accrued thereon as of the Record Date. Ray Weber may also be deemed beneficial owner of shares held by StoneX Group Inc C/F Raymond E Weber IRA. Mr. Weber’s address is 27 Zabriskie St., Jersey City, NJ 07307.
(15)	Comprised of shares of Common Stock issuable upon the conversion of shares of our Series C Preferred Stock, including dividends accrued thereon as of the Record Date. This stockholder’s address is 1028 Steeplechase Dr., Lancaster, PA 17601.

	●	An emphasis on pay for performance. A significant portion of our executive officers’ total compensation is variable and at risk and tied directly to measurable performance, which aligns the interests of our executives with those of our stockholders;
	●	Performance results are linked to Company and individual performance. When looking at performance over the year, we equally weigh individual performance as well as that of the Company as a whole. Target annual compensation is positioned to allow for above-median compensation to be earned through an executive officer’s and the Company’s extraordinary performance; and
	●	Equity as a key component to align the interests of our executives with those of our stockholders. Our Compensation Committee continues to believe that keeping executives interests aligned with those of our stockholders is critical to driving toward achievement of long-term goals of both our stockholders and the Company.

Name	Age	Position with the Company
Kenneth L. Londoner	55	Chief Executive Officer, Chairman, and Director
Steven Buhaly	66	Chief Financial Officer
John Sieckhaus	55	Chief Operating Officer
Michael Graydon “Gray” Fleming, Jr.	46	Chief Commercial Officer

Name and principal position	Year	Salary ($)			Bonus ($)			Stock Awards ($) (1)			Option Awards ($)(1)			All Other Compensation ($)			Total ($)
Kenneth L. Londoner, Chief Executive Officer, Executive Chairman and Director (20)	2022		865,667	(2)		125,000	(3)		504,000	(4)		-			177,030	(5)		1,671,697
	2021		840,000	(6)		105,000			1,197,000	(7)		119,633	(8)		93,381	(9)		2,355,014
Steven Chaussy, Former Chief Financial Officer (21)	2022		498,333	(10)		85,000	(11)		252,000	(12)		-			6,000	(13)		841,333
	2021		480,000	(14)		125,000			598,500	(15)		-			6,000	(16)		1,209,500
John R Sieckhaus, Chief Operating Officer (22)	2022		219,693			-			70,000	(17)		315,862	(18)		-			605,555

Michael Graydon “Gray” Fleming, Jr., Chief Commercial Officer (23)	2022		400,000			-			-			-			-			400,000
	2021		28,974			-			-			597,053	(19)		-			626,027

(1)	In accordance with SEC rules, this column reflects the aggregate fair value of the stock awards or option awards, as applicable, granted during the respective fiscal year computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions. The assumptions made in the valuation of the share-based payments are contained in Notes 9 and 10 to our financial statements for the fiscal year ended December 31, 2022 in our Annual Report on Form 10‑K.
(2)	Represents (i) salary of $690,667 from Company and (ii) salary of $175,000 from ViralClear.
(3)	Represents bonus of $125,000 from ViralClear.
(4)	Represents a common stock award of 400,000 fully vested shares granted on April 5, 2022.
(5)	Represents (i) director fees of $60,000 from company; (ii) director fees of $105,030 from ViralClear, (iii) $12,000 auto allowance in lieu for reimbursement of mileage.
(6)	Represents (i) salary of $665,000 from Company and (ii) salary of $175,000 from ViralClear.

(7)	Represents a common stock award of 300,000 fully vested shares granted on January 5, 2021.
(8)	Represents a stock option granted December 28, 2021 for the purchase of 75,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 and termination date of December 28, 2031.
(9)	Represents (i) director fees of $80,000, (ii) $12,000 auto allowance in lieu for reimbursement of mileage, (iii) $1,381 personal part of business travel expenses.
(10)	Represents (i) salary of $398,333 from Company and (ii) salary of $100,000 from ViralClear.
(11)	Represents bonus of $85,000 from ViralClear
(12)	Represents a common stock award of 200,000 fully vested shares granted April 5, 2022.
(13)	Represents an auto allowance in lieu of reimbursement for mileage.
(14)	Represents (i) salary of $380,000 from Company and (ii) salary of $100,000 from ViralClear.
(15)	Represents a common stock award of 150,000 fully vested shares granted on January 5, 2021.
(16)	Represents an auto allowance in lieu of reimbursement for mileage.
(17)	Represents a common stock award of 50,000 fully vested shares granted March 21, 2022.
(18)	Represents a stock option granted March 30, 2022 for the purchase of 350,000 shares of Common Stock, vesting 1/3 on one year anniversary and remainder quarterly over the next two years at an exercise price of $1.30 and termination date of March 30, 2032.
(19)	Represents a stock option granted December 15, 2021 for the purchase of 350,000 shares of Common Stock, vesting 1/3 on one year anniversary and remainder quarterly over the next two years at an exercise price of $2.58 and termination date of December 15, 2031.
(20)	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.
(21)	Mr. Chaussy served as our Chief Financial Officer through the entirety of our last two fiscal years. Mr. Chaussy has served as our Chief Financial Officer since January 1, 2018. On February 6, 2023, Mr. Chaussy retired as Chief Financial Officer.
(22)	Mr. Sieckhaus has served as our Chief Operating Officer from March 21, 2022, date of hire.
(23)	Mr. Fleming has served as our Chief Commercial Officer from December 6, 2021, date of hire.

Name	Number of Securities underlying Unexercised Options (#) Exercisable			Number of Securities underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($/Sh)		Option Expiration Date
Kenneth		100,000	(1)		-		$	4.66	4/14/2030
Londoner		75,000	(1)		-		$	2.44	12/28/2031

Steven		12,000	(2)		-		$	5.23	6/11/2023
Chaussy

John		-			350,000	(3)	$	1.30	3/30/2032
Sieckhaus

Michael Graydon “Gray”		116,666	(4)		233,334		$	2.58	12/15/2031
Fleming, Jr.

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 (I (c)
Equity compensation plans approved by security holders (1)		4,045,484	$	3.49		-
Equity compensation plans not approved by security holders (2)		25,000	$	1.50		2,650,071
Total		4,070,484	$	3.48		2,650,071

⁽¹⁾	The dollar amounts reported are the amounts of total compensation reported for our PEO, Kenneth L. Londoner, in the Summary Compensation Table for fiscal years 2022 and 2021.
⁽²⁾	The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Londoner during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information.
⁽³⁾	The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Steve Chaussy for fiscal years 2022 and 2021 and John Sieckhaus for fiscal year 2022. Mr. Chaussy served as the Company’s Chief Financial Officer from January 1, 2018 to February 6, 2023. Mr. Sieckhaus has served as the Company’s Chief Operating Officer since March 21, 2022.
⁽⁴⁾	The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO in the Summary Compensation Table for fiscal years 2022 and 2021, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year.
⁽⁵⁾	Assumes an investment of $100 for the period starting on December 31, 2020 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on Nasdaq, as applicable, on the following trading days were: (i) $4.13 on December 31, 2020; (ii) $2.31 on December 31, 2021; and (iii) $0.42 on December 30, 2022.

	2022		2021
Audit Fees	$	140,700	$	132,350
Audit-Related Fees		86,600		25,200
Tax Fees		-		21,750
Total Fees	$	227,300	$	179,300

Proposed Ratio (Old Common Stock: New Common Stock)	Percentage Reduction in Outstanding Common Stock			Approximate Number of Shares of Common Stock to be Outstanding after the Reverse Stock Split
2:1		50	%		40,555,322
3:1		66.67	%		27,036,881
4:1		75	%		20,277,661
5:1		80	%		16,222,129
6:1		83.33	%		13,518,441
7:1		85.71	%		11,587,235
8:1		87.5	%		10,138,831
9:1		88.89	%		9,012,294
10:1		90	%		8,111,065

	●	an individual citizen or resident of the United States;

	●	a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any political subdivision thereof;

SEC Form DEF 14A filed by BioSig Technologies Inc.