BioSig Technologies, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>BioSig Technologies, Inc. has filed its 2023 Form 10-K, providing a comprehensive overview of its financial and operational status for the fiscal year ending December 31, 2023.</b>

AI Summary

BioSig Technologies, Inc. (STEX) filed a Annual Report (10-K) with the SEC on April 16, 2024. BioSig Technologies, Inc. filed its 2023 Form 10-K on April 16, 2024, reporting on the fiscal year ending December 31, 2023. The filing covers the company's financial performance and business operations for the fiscal year 2023. Key financial data and disclosures for the periods ending December 31, 2023, and December 31, 2022, are included. The report details various series of preferred stock, including Series C Nine Percentage Convertible Preferred Stock, Series A, B, C, D, E, and F Preferred Stock. Information regarding common stock, additional paid-in capital, retained earnings, and noncontrolling interest for multiple fiscal years is presented.

Why It Matters

For investors and stakeholders tracking BioSig Technologies, Inc., this filing contains several important signals. This 10-K filing is the primary source for understanding BioSig's financial health, strategic direction, and potential risks as reported by management for the 2023 fiscal year. Investors and stakeholders can use this document to assess the company's performance against previous periods and evaluate its market position and future prospects.

Risk Assessment

Risk Level: medium — BioSig Technologies, Inc. shows moderate risk based on this filing. The company's financial disclosures in the 10-K are extensive, covering various preferred stock series and equity components, indicating a complex capital structure that warrants careful review for potential risks.

Analyst Insight

Review the detailed financial statements and risk factors in the 10-K to assess BioSig's financial stability and growth potential.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-04-16 — Filing Date (Date of submission)
• 0001493152-24-014860 — Accession Number (Unique identifier for the filing)
• 0001530766 — Central Index Key (Company identifier)

Key Players & Entities

• BioSig Technologies, Inc. (company) — Filer name
• STEX (company) — Ticker symbol
• 2023-12-31 (date) — Fiscal year end
• 2024-04-16 (date) — Filing date
• 0001493152-24-014860 (other) — Accession number
• 55 GREENS FARMS ROAD (other) — Business address street
• WESTPORT (other) — Business address city
• CT (other) — Business address state

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-04-16: Filing Date — Date BioSig Technologies, Inc. submitted its 10-K filing.

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BSGM The NASDAQ Capital M
• $1,971,277 — of its common stock for net proceeds of $1,971,277 to fund initial operations. At April 15
• $1.00 — k did not meet the minimum bid price of $1.00 per share required for continued listin
• $5,000,000 m — se the Company does not comply with the $5,000,000 minimum stockholders' equity initial list
• $35 m — um Market Value of Listed Securities of $35 million, if none of the other standards s
• $775,782 — sought compensation of in the amount of $775,782. After an investigation with the partie
• $1,440,000 — d others have sustained losses totaling $1,440,000. On March 22, 2024, the claimant sent a
• $144,000 — d stock award agreement, and is seeking $144,000 in damages and compensation for damages
• $50,000 — r damages reasonably believed to exceed $50,000. The Company believes that these claims
• $3.989 — of common stock, at a purchase price of $3.989 per share and a warrant to purchase one
• $3.364 — The warrants have an exercise price of $3.364 per share, will become exercisable six
• $1,040,000 — gross proceeds from this offering were $1,040,000. 7 In 2023, the Company entered int
• $8.7571 — n stock at an average purchase price of $8.7571 per share, and warrants to purchase up
• $8.1324 — n stock at an average exercise price of $8.1324 per share, that will become exercisable
• $13,140,441 — exchange for aggregate consideration of $13,140,441, net of transactional expenses of $727,

Filing Documents

• form10-k.htm (10-K) — 2387KB
• ex4-1.htm (EX-4.1) — 52KB
• ex23-1.htm (EX-23.1) — 4KB
• ex31-01.htm (EX-31.01) — 16KB
• ex32-01.htm (EX-32.01) — 5KB
• ex97.htm (EX-97.0) — 50KB
• 0001493152-24-014860.txt (&nbsp;) — 10817KB
• bsgm-20231231.xsd (EX-101.SCH) — 67KB
• bsgm-20231231_cal.xml (EX-101.CAL) — 73KB
• bsgm-20231231_def.xml (EX-101.DEF) — 380KB
• bsgm-20231231_lab.xml (EX-101.LAB) — 565KB
• bsgm-20231231_pre.xml (EX-101.PRE) — 488KB
• form10-k_htm.xml (XML) — 1666KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 26 Item 1B. Unresolved Staff Comments 51 Item 1C. Cybersecurity 51 Item 2.

Properties

Properties 52 Item 3.

Legal Proceedings

Legal Proceedings 53 Item 4. Mine Safety Disclosures 53 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 53 Item 6. Reserved 54 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 64 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 – F-36 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 65 Item 9A.

Controls and Procedures

Controls and Procedures 65 Item 9B. Other Information 66 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 66 PART III Item 10. Directors, Executive Officers and Corporate Governance 67 Item 11.

Executive Compensation

Executive Compensation 68 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 73 Item 13. Certain Relationships and Related Transactions, and Director Independence 85 Item 14. Principal Accounting Fees and Services 86 PART IV Item 15. Exhibits, Financial Statement Schedules 87 Item 16. Form 10-K Summary 90

Signatures

Signatures 91 PART I Note on Forward-Looking Statements This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements. Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risk Factors" below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission ("SEC"). The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance th

Business

Business Overview BioSig Technologies is a medical device company with an advanced digital signal processing technology platform to deliver insights to the treatment of cardiovascular arrhythmias. Through collaboration with physicians, experts, and healthcare leaders across the field of electrophysiology (EP), we are committed to addressing healthcare's biggest priorities — saving time, saving costs, and saving lives. Our first product, the PURE EP System, is an FDA 510(k) cleared non-invasive class II device consisting of a unique combination of hardware and software designed to provide unprecedented signal clarity and precision for real-time visualization of intracardiac signals paving the way for personalized patient care. Integrating with existing systems in the EP lab, PURE EP is designed to accurately pinpoint even the most complex signals to maximize procedural success and efficiency. By capturing critical cardiac signals—even the most complex, the PURE EP System is designed to enhance clinical decision-making and improve clinical workflow for all types of arrhythmias - even the most challenging procedures for cardiac arrhythmias, like ventricular tachycardia (VT) and atrial fibrillation (AF). Our owned patent portfolio now includes 36 (issued/allowed) issued utility patents (24 utility patents where BioSig is at least one of the applicants). Twenty five additional U.S. and foreign utility patent applications are pending covering various aspects of our PURE EP System for recording, measuring, calculating and displaying of electrocardiograms during cardiac ablation procedures (25 U.S. and foreign utility patent applications where either BioSig, Mayo, or both is at least one of the applicants). We also have one U.S. patent and one U.S. Pending application directed to artificial intelligence (AI). We also have 30 issued worldwide design patents, which cover various features of our display screens and graphical user interface for enhanced visualization of

Legal Proceedings

Legal Proceedings On December 4, 2023, the Company received a threat of litigation for the termination of employment with the Company alleging the termination of employment was in retaliation for bringing to the attention of the Company's board of directors and executives a series of wrongful and questionable practices by members of the Company's board of directors, Chief Executive Officer and Chief Financial Officer. The claimant sought compensation of in the amount of $775,782. After an investigation with the parties threatened conducted by the Board and guidance of legal counsel, it was concluded that the claim was without merit. On February 22, 2024, the Company received a threat of litigation seeking restitution for losses resulting from unlawful actions taken by the Company's board of directors. The claimant contends that he and others have sustained losses totaling $1,440,000. On March 22, 2024, the claimant sent another letter to the Company referencing the previous letter and requesting several documents. The Company believes that these claims are without merit. On March 22, 2024, plaintiff, Michael Gray Fleming (the "Plaintiff"), filed a lawsuit in Hennepin County, Minnesota District Court naming the Company, its former Chief Executive Officer and former Chief Financial Officer as defendants. The Plaintiff contends that the Company failed to meet its obligations in issuing the Plaintiff stock certificates at the end of the restricted period under the terms of a restricted stock award agreement, and is seeking $144,000 in damages and compensation for damages reasonably believed to exceed $50,000. The Company believes that these claims are without merit. The Company's intent is to contest the allegations vigorously and, as of the date of this report, is unable to provide an evaluation of the outcome of the litigation within the probate or remote range or to provide an estimate of the amount of or a range of potential loss that might be incurred by the

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View this 10-K filing on SEC EDGAR