BioSig Technologies Inc
For the period ended Jun 30, 2024. Filed Aug 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 14, 2024
STEX$0.34+4.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-20.
0001493152-24-020634
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001493152-24-032374
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 27 previous paragraphs and 27 current paragraphs.
8 unchanged; 2 reworded; 17 added; 17 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
Current report
Rule 15g-9 under the Exchange Act, establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
Current report
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
Current report
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.
Current report
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Current report
On April 1, 2024, BioSig Technologies, Inc. issued two restricted stock awards each for 100,000 shares of common stock vesting in substantially equal monthly installments over one year to John Sral II and Sudarsanalal Dasan in exchange for services each with a fair value of $70,000.
Current report
On April 16, 2024, BioSig Technologies, Inc. issued a restricted stock award for 125,000 shares of common stock to Seth Shaw in exchange for services with a fair value of $188,750.
Current report
On April 16, 2024, BioSig Technologies, Inc. issued a restricted stock award for 45,000 shares of common stock to Paul K Silverberg in exchange for services with a fair value of $67,950.
Current report
On April 16, 2024, BioSig Technologies, Inc. issued a restricted stock award for 108,000 shares of common stock to Mayer and Associates in exchange for services with a fair value of $163,080.
Current report
On May 1, 2024, BioSig Technologies, Inc. issued a restricted stock award for 150,000 shares of common stock to Michael Winton in exchange for services with a fair value of $298,500.
Current report
On May 23, 2024, BioSig Technologies, Inc. issued a restricted stock award for 75,000 shares of common stock to IRTH Communications in exchange for services with a fair value of $122,250.
Current report
On May 30, 2024, BioSig Technologies, Inc. issued a restricted stock unit award for 500,000 shares of common stock with 250,000 shares vesting immediately, 250,000 vesting July 3, 2024, to Seth Shaw in exchange for services with a fair value of $1,015,000.
Current report
On May 30, 2024, BioSig Technologies, Inc. issued a restricted stock unit award for 500,000 shares of common stock with 200,000 shares vesting immediately, 200,000 vesting July 3, 2024, and 100,000 shares vesting October 4, 2024, to Kaplan Family Trust in exchange for services with a fair value of $1,015,000.
Current report
On May 30, 2024, BioSig Technologies, Inc. issued a restricted stock unit award for 500,000 shares of common stock with 200,000 shares vesting immediately, 200,000 vesting July 3, 2024, and 100,000 shares vesting October 4, 2024, to Mayer and Associates in exchange for services with a fair value of $1,015,000.
Current report
June 1, 2024, the Company issued 12,500 restricted stock units for shares of its common stock to a consultant for services rendered valued at $25,125.
Current report
On June 7, 2024, the Company granted an aggregate of 262,500 restricted stock units for shares of its common stock to employees and board members, the shares were fully vested at the time of grant valued at $489,563.
Current report
The issuances of the shares of common stock as described above were not registered under the Securities Act, or the securities laws of any state, and the shares of the common stock were issued in reliance on the exemption from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act.
Removed paragraphs (17)
Previous report
Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market price and liquidity of our common stock and our ability to access the capital markets.
Previous report
Our common stock is listed on the Nasdaq Capital Market. If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum bid price, shareholders’ equity, public float and other requirements, Nasdaq may take steps to delist our common stock. Such a delisting would have a negative effect on the price of our common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
Previous report
On March 5, 2024, we received a letter from the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company has not regained compliance with Listing Rule 5550(a)(2) because the Company’s common stock did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market, and the Company is not eligible for a second 180 day cure period under Rule 5810(c)(3)(A)(2) because the Company does not comply with the $5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market, and that accordingly, Nasdaq would delist the Company’s common stock unless the Company requested an appeal of this determination. On March 11, 2024, the Company submitted a request for a hearing before the Nasdaq Hearings Panel to appeal the Staff’s delisting determination.
Previous report
On March 12, 2024, we received a letter from the Staff stating that based upon the Staff’s review of the Company and pursuant to Listing Rule 5101, the Staff believes that the Company no longer has an operating business and is a “public shell,” and that the continued listing of its securities is no longer warranted, in view of work force reductions and resignations of members of the board of directors and officers (see below).
Previous report
The letter further stated that the Company no longer meets the requirement of Rule 5550(b)(2) to maintain a minimum Market Value of Listed Securities of $35 million, if none of the other standards set forth in Rule 5550(b) is met.
Previous report
The Staff stated that the foregoing matters serve as an additional basis for delisting the Company’s common stock from The Nasdaq Stock Market, and that the Hearings Panel will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market.
Previous report
We appealed the foregoing determinations. The requested hearing before the Hearings Panel was held on May 7, 2024 and the results are pending as of May 17, 2024.
Previous report
On May 6, 2024, the Company received a letter from the Staff stating that the Company has regained compliance with the bid price requirements in Listing Rule 5550(a)(2) because the bid price of the common stock closed at or above $1.00 per share for a period of 20 consecutive business days, from April 8, 2024 to May 3, 2024.
Previous report
On May 17, 2024, the closing price of our Common Shares reported on the Nasdaq Capital Market was $1.65. We may need to seek to effect a reverse stock split of our common stock in order to attempt to continue to comply with the Nasdaq minimum bid price requirements, which could occur in the near term, but requires stockholder approval, of which there can be no assurance. We may be unable to complete a reverse stock split, and even if we do, we may still be unable to meet the minimum bid price requirement, and we may be unable to meet other applicable Nasdaq listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our common stock.
Previous report
If our common stock is delisted and we are not able to list our common stock on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. There can be no assurance that an active trading market for our common stock will develop or be sustained.
Previous report
On January 11, 2024, BioSig Technologies, Inc. issued 45,000 shares of common stock to J. Safier Enterprises LLC in exchange for consulting services with a fair value of $130,950, pursuant to a consulting agreement dated January 11, 2024.
Previous report
On January 16, 2024, BioSig Technologies, Inc. issued 32,500 shares of common stock to Paul Silverberg exchange for consulting services with a fair value of $96,200, pursuant to a consulting agreement dated January 16, 2024.
Previous report
On February 5, 2024, BioSig Technologies, Inc. issued an aggregate of 85,244 shares of common stock to six former employees as part of a separation agreement with a fair value of $72,065.
Previous report
On March 1, 2024, BioSig Technologies, Inc. issued 500,000 shares of common stock to Frederick D Hrkac, Chief Executive Officer and Chairman of the Board of Directors in exchange for consulting services with a fair value of $352,550, pursuant to a consulting agreement dated March 1, 2024.
Previous report
On March 1, 2024, BioSig Technologies, Inc. issued 500,000 shares of common stock to Anthony Amato in exchange for consulting services with a fair value of $352,550, pursuant to a consulting agreement dated March 1, 2024.
Previous report
On March 1, 2024, BioSig Technologies, Inc. issued 300,000 shares of common stock to Lora Mikolaitis in exchange for consulting services with a fair value of $211,530, pursuant to a consulting agreement dated March 1, 2024.
Previous report
On March 15, 2024, BioSig Technologies, Inc. issued 100,000 shares of common stock to Alchemist Assets in exchange for consulting services with a fair value of $53,020, pursuant to a consulting agreement dated March 15, 2024.
Reworded paragraphs (2)
Previous wording
On March 1, 2024, BioSig Technologies, Inc. issued restricted stock award for 500,000 shares of common stock vesting in substantially equal monthly installments over one year to Zachary Koch in exchange for consulting services with a fair value of $352,550, pursuant to a consulting agreement dated March 1, 2024.
Current wording
On May 1, 2024, BioSig Technologies, Inc. issued a restricted stock award for 50,000 shares of common stock vesting in substantially equal monthly installments over one year to Pamela Duarte in exchange for services with a fair value of $99,500.
Previous wording
On March 1, 2024, BioSig Technologies, Inc. issued 300,000 shares of common stock to Todd Adler in exchange for consulting services with a fair value of $211,530, pursuant to a consulting agreement dated March 1, 2024.
Current wording
On June 1, 2024, BioSig Technologies, Inc. issued a restricted stock award for 12,500 shares of common stock to Todd Adler in exchange for services with a fair value of $25,375.