~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒~~

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.

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 ~~October 23, 2019,~~August 6, 2020, there were ~~22,172,170~~29,648,239 shares of registrant’s common stock outstanding.

BioSig Technologies, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to amend its Quarterly Report on Form 10-Q of for the quarterly period ended June 30, 2020, which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 (the “Original Filing”). This Amendment No. 1 is being filed to amend and restate Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Original Filing to correct the disclosure that inadvertently stated in July 2020, enrollment of adult patients began for ViralClear’s additional trial in the outpatient setting with just merimepodib at four trial sites. The disclosure was intended to describe enrollment of adult patients for the ViralClear’s trial with merimepodib in combination with remdesivir at four trial sites.

In connection with the filing of this Amendment No. 1 and pursuant to the rules of the SEC, we are including with this Amendment No.1 new certifications by our principal executive and principal financial officers. Accordingly, the Exhibit Index in Part II, Item 6 of the Original Filing has also been amended to reflect the filing of these new certifications.

Accordingly, this Amendment No. 1 consists of a cover page, this Explanatory Note, a revised Part I, Item 2, an updated Exhibit Index and new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment No. 1. In this Amendment No. 1, unless the context indicates otherwise, the terms “Company,” “we,” “us,” and “our” refer to BioSig Technologies, Inc. Other defined terms used in this Amendment No. 1 but not defined herein shall have the meaning specified for such terms in the Original Filing.

All statements in this Amendment No.1 that are not historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can generally be identified as such because the context of the statement will include words such as “may,” “will,” “intend,” “plans,” “believes,” “anticipates,” “expects,” “estimates,” “predicts,” “potential,” “continue,” “opportunity,” “goals,” or “should,” the negative of these words or words of similar import. Similarly, statements that describe our future plans, strategies, intentions, expectations, objectives, goals or prospects are also forward-looking statements. These forward-looking statements are or will be, as applicable, based largely on our expectations and projections about future events and future trends affecting our business, and so are or will be, as applicable, subject to risks and uncertainties including but not limited to the risk factors discussed in the Original Filing, that could cause actual results to differ materially from those anticipated in the forward-looking statements. We caution investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements. Our views and the events, conditions and circumstances on which these future forward-looking statements are based, may change.

BioSig Technologies Inc. (the “Company”) was initially incorporated on February 24, 2009 under the laws of the State of Nevada and subsequently re-incorporated in the state of Delaware in 2011. The Company is principally devoted to improving the quality of cardiac recordings obtained during EP studies and catheter ablation procedures. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.

On November 7, 2018, the Company formed NeuroClear Technologies, Inc. (“NeuroClear”), a Delaware Corporation, for the purpose to pursue additional applications of the PURE EP™ signal processing technology outside of electrophysiology. In 2019, NeuroClear sold 739,000 shares of its common stock for net proceeds of $3,694,646 to fund initial operations. As of September 30, 2019, the Company had a majority interest in NeuroClear of 89.8% (See Notes 8 and 10).

The unaudited condensed consolidated financial statements include the accounts of BioSig Technologies, Inc. and its majority owned subsidiary, NeuroClear Technologies, Inc. to as the “Company” or “BioSig”.

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

~~The condensed consolidated balance sheet as of December 31, 2018 has been derived from audited financial statements.~~

Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2018 filed with the Company’s Form 10-K with the Securities and Exchange Commission on March 15, 2019, as amended on May 15, 2019.

Effective September 10, 2018, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 2.5 shares of common stock. As a result, 40,333,758 shares of the Company’s common stock were exchanged for 16,133,544 shares of the Company's common stock. These financial statements have been retroactively restated to reflect the reverse stock split. (See Note 8)

As of September 30, 2019, the Company had cash of $12,308,578 and working capital of $11,669,119. The Company raised approximately $8,619,000 through the sale of its common stock and $3,694,646 through the sale of NeuroClear common stock and received $6,400,000 from the exercise of previously issued warrants and $465,000 from the exercise of previously issued options during the nine months ended September 30, 2019. As of September 30, 2019, the Company received $501,000 for subsidiary stock subscriptions from non-controlling interests, which have not closed as of the date of the filing of this report and, subsequent to September 30, 2019, the Company received approximately $185,000 for subsidiary stock subscriptions, which have not closed as of the date of the filing of this report. During the nine months ended September 30, 2019, the Company used net cash in operating activities of $11,581,686. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company has sufficient funds to meet its research and development and other funding requirements for at least the next 10 months.

The Company’s primary source of operating funds since inception has been cash proceeds from private placements of its and its subsidiary’s common and preferred stock. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company will require additional financing to fund future operations. Further, the Company does not have any commercial products available for sale and there is no assurance that the Company will be able to generate cash flow to fund operations. In addition, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be commercially viable.

Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2019 and December 31, 2018, the Company did not have any derivative instruments that were designated as hedges.

At September 30, 2019 and December 31, 2018, the Company had outstanding preferred stock and warrants that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. On January 1, 2018, the Company adopted ASU 2017-11 and according reclassified the fair value of the reset provisions embedded in previously issued Preferred stock and certain warrants with embedded anti-dilutive provisions from liability to equity.

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $1,643,659 and $4,950,457 for the three and nine months ended September 30, 2019; and $744,173 and $3,056,101 for the three and nine months ended September 30, 2018, respectively.

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At September 30, 2019 and December 31, 2018, deposits in excess of FDIC limits were $11,808,578 and $4,200,160, respectively.

The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable.

The computation of basic and diluted loss per share as of September 30, 2019 and 2018 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

~~Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:~~

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

~~As of September 30, 2019, the Company had options to purchase 3,667,238 shares of common stock outstanding, of which options to purchase 2,892,122 shares of common stock were vested.~~

~~As of December 31, 2018, there were options to purchase 3,135,828 shares of common stock outstanding, of which options to purchase 3,007,946 shares of common stock were vested.~~

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Vendor deposits are comprised of advance payments to the Company’s contract manufacturer for long lead-time components to be incorporated in our ordered-for-delivery commercial products and on-going design, testing and research work.

The Company capitalizes certain initial asset costs in connection with patent applications including registration, documentation and other professional fees associated with the application. Patent costs incurred prior to the Company’s U.S. Food and Drug Administration (“FDA”) 510 (k) application on March 28, 2018 were charged to research and development expense as incurred. Commencing upon first in-man trials on February 18 and 19, 2019, capitalized costs are amortized to expense using the straight-line method over the lesser of the legal patent term or the estimated life of the product of 20 years. During the three and nine months ended September 30, 2019, the Company recorded amortization of $4,751 and $10,824 to current period operations, respectively.

On March 12, 2019, in connection with the Company’s private placement of common stock, the Company agreed that the Company would use commercially reasonable efforts to prepare and file a registration statement on Form S-3 or Form S-1 with the Securities and Exchange Commission covering the resale of the shares of common stock on or prior the date that is 45 calendar days after the closing date of the private placement, and to cause such registration statement to be declared effective by the Securities and Exchange Commission as soon as practicable thereafter.

On May 31, 2019, the Company filed the required registration statement, and on June 24, 2019, such registration statement was declared effective. The Company has estimated the liability under the registration rights agreement to be $0 as of September 30, 2019. All expenses related to the filing of such registration statement, including legal fees, was borne by the Company.

In February 2016, the Financial Accounting Standards Board established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019.

The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company.

The new standard had a material effect on the Company’s financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities.

Upon adoption, the Company recognized additional operating lease liabilities, net of deferred rent, of approximately $422,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. The Company also recognized corresponding ROU assets of approximately $419,000.

The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Beginning in 2019, the Company changed to its disclosed lease recognition policies and practices, as well as to other related financial statement disclosures due to the adoption of this standard. See Note 5.

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

The Company evaluates events that have occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements, except as disclosed.

~~Certain amounts in the balance sheet at December 31, 2018 have been reclassified to conform to the presentation at September 30, 2019.~~

~~Property and equipment as of September 30, 2019 and December 31, 2018 is summarized as follows:~~

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.

~~Depreciation expense was $13,759 and $25,600 for three and nine months ended September 30, 2019; and $2,977 and $8,806 for the three and nine months ended September 30, 2018, respectively.~~

On August 14, 2019, the Company entered into a lease agreement whereby the Company leased storage space in the same building as our Los Angeles, California facilities, commencing September 1, 2019, and expiring on June 30, 2021, at an initial rate of $235 per month with escalating payments. In connection with the lease, the Company paid a security deposit of $250. There is no option to extend the lease past its initial term.

On April 12, 2019, the Company entered into a sublease agreement whereby the Company leased approximately 4,343 square feet of office space in Westport, Connecticut commencing May 1, 2019 and expiring on October 31, 2021 at an initial rate of $18,277 per month, inclusive of a fixed utility charge, with escalating payments. In connection with the lease the Company paid a security deposit of $68,764, of which $34,382 represents the last two months of the term. There is no option to extend the lease past its initial term.

On May 22, 2018, the Company entered into a fifth lease amendment agreement, whereby the Company agreed to extend the lease for the original office space and expand with additional space in Los Angeles, California, commencing June 14, 2018 and expiring on June 30, 2021 at an initial rate of $14,731 per month with escalating payments. In connection with the lease, the Company is obligated to lease parking spaces at an aggregate approximate cost of $1,070 per month. The Company has an option to extend the lease for an additional 3-year (option) term.

On April 11, 2018, the Company extended a short-term lease agreement whereby the Company leased office space in Austin, Texas commencing on August 1, 2018, for $979 per month, which expired on July 31, 2019.

On October 1, 2018, the Company entered into a lease agreement whereby the Company leased office space in Norwalk, Connecticut commencing on October 1, 2018, for $2,000 per month, which expired on September 30, 2019.

In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. In determining the length of the lease term to its long-term lease, the Company determined not to consider an embedded 3-year option in the Los Angeles lease primarily due to i) the renewal rate is at future market rate to be determined and ii) Company does not have significant leasehold improvements that would restrict its ability to consider relocation.

At lease commencement dates, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 8% and determined their initial present values, at inception, of $1,007,703.

~~On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $418,838, lease liability of $422,215 and eliminated deferred rent of $3,377.~~

~~During the three and nine months ended September 30, 2019, the Company recorded $133,786 and $298,191 as lease expense to current period operations.~~

~~Lease expense for the three months ended September 30, 2019 was comprised of the following:~~

~~Lease expense for the nine months ended September 30, 2019 was comprised of the following:~~

~~Accounts payable and accrued expenses at September 30, 2019 and December 31, 2018 consist of the following:~~

~~On January 9, 2013, the Board of Directors authorized the issuance of up to 4,200 shares of 9% Series C Convertible Preferred Stock (the “Series C Preferred Stock”).~~

The Series C Preferred Stock is entitled to preference over holders of junior stock upon liquidation in the amount of $1,000 plus any accrued and unpaid dividends; entitled to dividends as a preference to holders of junior stock at a rate of 9% per annum of the stated value of $1,000 per share, payable quarterly beginning on September 30, 2013 and are cumulative. The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99% of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99% of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. The beneficial ownership limitation is determined on an individual holder basis, such that the as-converted number of shares of one holder is not included in the shares outstanding when calculating the limitation for a different holder.

In connection with the sale of the Series C preferred stock, the Company issued an aggregate of 532,251 warrants to purchase the Company’s common stock at $6.53 per share expiring five years from the initial exercise date. The warrants contained full ratchet anti-dilution price protection upon the issuance of equity or equity-linked securities at an effective common stock purchase price of less than $6.53 per share as well as other customary anti-dilution protection. The warrants were exercisable for cash; or if at any time after six months from the issuance date, there was no effective registration statement registering the resale, or no current prospectus available for the resale, of the shares of common stock underlying the warrants, the warrants could be exercised by means of a “cashless exercise”.

As a result of an amendment to the conversion price of our Series C Preferred Stock, pursuant to the full-ratchet anti-dilution protection provision of the warrants, the exercise price of the warrants was decreased from $6.53 per share to $3.75 per share and the aggregate number of shares issuable under the warrants was increased to 926,121. As of September 30, 2019, all issued warrants in connection with the Series C preferred stock have expired or have been exercised.

~~In April 2019, the Company issued 3,507 shares of its common stock in exchange for 10 shares of the Company’s Series C Preferred Stock and accrued dividends.~~

~~In May 2019, the Company issued 17,138 shares of its common stock in exchange for 50 shares of the Company’s Series C Preferred Stock and accrued dividends.~~

~~In June 2019, the Company issued 70,069 shares of its common stock in exchange for 200 shares of the Company’s Series C Preferred Stock and accrued dividends.~~

Series C Preferred Stock issued and outstanding totaled 215 and 475 as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019, and December 31, 2018, the Company has accrued $123,601 and $242,908 dividends payable on the Series C Preferred Stock.

The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. As of September 30, 2019 and December 31, 2018, the Company has authorized 200 shares of Series A preferred stock, 600 shares of Series B preferred stock, 4,200 shares of Series C Preferred Stock, 1,400 shares of Series D Preferred Stock and 1,000 shares of Series E Preferred Stock. As of September 30, 2019, and December 31, 2018, there were no outstanding shares of Series A, Series B, Series D and Series E preferred stock.

On September 10, 2018, the Company amended its Articles of Incorporation to implement a reverse stock split in the ratio of 1 share for every 2.5 shares of common stock. No fractional shares were issued from such aggregation of common stock, upon the reverse split; any fractional share was rounded up and converted to the nearest whole share of common stock. As a result, 40,333,758 of the Company’s common stock were exchanged for 16,133,544 of the Company's common stock resulting in the transfer of $24,200 from common stock to additional paid in capital. These unaudited condensed consolidated financial statements have been retroactively restated to reflect the reverse stock split.

The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. As of September 30, 2019, and December 31, 2018, the Company had 22,032,342 and 16,868,783 shares issued and outstanding, respectively.

~~During the nine months ended September 30, 2019, the Company issued an aggregate of 973,317 shares of its common stock for services totaling $5,803,428 ($5.96 per share).~~

~~During the nine months ended September 30, 2019, the Company issued an aggregate of 83,332 shares of its common stock for vested restricted stock units as stock-based compensation.~~

During the nine months ended September 30, 2019, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 2,155,127 shares of common stock for aggregate proceeds of $8,619,278, net of $1,230 in expenses

~~During the nine months ended September 30, 2019, the Company issued 1,562,896 shares of common stock in exchange for proceeds of $6,354,870 from the exercise of warrants.~~

~~During the nine months ended September 30, 2019, the Company issued 161,986 shares of common stock in exchange for the exercise of 306,072 cashless exercises of warrants.~~

~~During the nine months ended September 30, 2019, the Company issued 97,500 shares of common stock in exchange for proceeds of $465,198 from the exercise of options.~~

~~During the nine months ended September 30, 2019, the Company issued 38,687 shares of common stock in exchange for the exercise of 130,423 cashless exercises of options.~~

During the nine months ended September 30, 2019, NeuroClear, a previous wholly-owned subsidiary, sold 739,000 shares of its common stock (“Subsidiary Stock”) for net proceeds of $3,694,646 ($5.00 per share). In connection with the sale, the Company provided that in the event that (i) the Subsidiary Stock is not listed on a national securities exchange by October 31, 2020, or (ii) a change of control, as defined in the stock purchase agreement, of NeuroClear occurs, whichever is earlier, at the option of the holder of Subsidiary Stock, each share of Subsidiary Stock may be exchanged into 0.9 of a share of common stock of the Company.

~~At September 30, 2019, the Company has received $501,000 from subsidiary stock subscriptions from non-controlling interests, which have not closed as of the date of the filing of this report.~~

On October 19, 2012, the Company’s Board of Directors approved the 2012 Equity Incentive Plan (the “Plan”) and terminated the BioSig Technologies, Inc. 2011 Long-Term Incentive Plan . The Plan provides for the issuance of options to purchase up to 7,474,450 (as amended) shares of the Company’s common stock to officers, directors, employees and consultants of the Company (as amended). Under the terms of the Plan the Company may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of the Company only and nonstatutory options. The Board of Directors of the Company or a committee thereof administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan.

Stock options may not be granted with an option price less than 100% of the fair market value of a share of common stock on the date the stock option is granted. If an Incentive Stock Option is granted to an employee who owns or is deemed to own more than 10% of the combined voting power of all classes of stock of the Company (or any parent or subsidiary), the option price shall be at least 110% of the fair market value of a share of common stock on the date of grant.. The fair value of the common stock is determined based on the quoted market price or in absence of such quoted market price, by the administrator in good faith.

Additionally, the vesting period of the grants under the Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than ten years. As of September 30, 2019, there were 637,929 shares remaining available for future issuance of awards under the terms of the Plan.

~~During the nine months ended September 30, 2019, the Company granted an aggregate of 963,333 options to officers, directors and key consultants.~~

~~The following table presents information related to stock options at September 30, 2019:~~

~~A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 2019 is as follows:~~

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $8.25 as of September 30, 2019, which would have been received by the option holders had those option holders exercised their options as of that date.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees.

For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards during the nine months ended September 30, 2019 was estimated using the Black-Scholes pricing model.

On January 22, 2019, the Company granted options to purchase an aggregate of 460,000 shares of Company stock in connection with the services rendered at the exercise price of $4.33 per share for a term of ten years with vesting quarterly beginning April 1, 2019 over 3 years

On March 14, 2019, the Company granted options to purchase an aggregate of 345,000 shares of the Company stock in connection with the services rendered at the exercise price of $5.66 per share for a term of ten years with 150,000 options vesting at anniversary date beginning March 14, 2020 over 3 years, 175,000 options vesting quarterly beginning June 14, 2019 over 3 years and 20,000 options vesting at one year anniversary.

On July 2, 2019, the Company granted options to purchase an aggregate of 158,333 shares of the Company stock in connection with the services rendered at the exercise price of $9.056 per share for a term of ten years options vesting quarterly beginning September 30, 2019 over 3 years.

~~The following assumptions were used in determining the fair value of options during the nine months ended September 30, 2019:~~

On May 17, 2019, in connection with the retirement of two members of the Company’s board of directors, the Company extended the life of 628,905 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life up or May 17, 2021. The change in estimated fair value of the modified options of $666,062 was charged to current period operations

~~The following assumptions were used in determining the change in fair value of the modified options at May 17, 2019:~~

The fair value of all options vesting during the three and nine months ended September 30, 2019 of $354,976 and $854,420, and $160,086 and $1,574,106 for the three and nine months ended September 30, 2018, respectively, was charged to current period operations. Unrecognized compensation expense of $3,030,038 and $173,446 at September 30, 2019 and December 31, 2018, respectively, will be expensed in future periods.

~~The following table summarizes the restricted stock activity for the nine months ended September 30, 2019:~~

On February 28, 2019, the Company granted an aggregate of 70,000 restricted stock grants for services with 23,332 vested immediately; 23,334 vesting at one-year anniversary and 23,334 vesting at two-year anniversary.

~~On March 20, 2019, the Company granted an aggregate of 120,000 restricted stock grants for services vesting quarterly beginning on April 1, 2019 over one year.~~

~~On June 21, 2019, the Company granted 50,000 restricted stock units for services with 25,000 vesting at one-year anniversary and 25,000 at two-year anniversary.~~

~~On August 7, 2019, the Company granted 40,000 restricted stock grants for services vesting at one-year anniversary.~~

~~On September 24, 2019, the Company granted 40,000 restricted stock grants for services with 20,000 vesting at one-year anniversary and 20,000 at two-year anniversary.~~

Stock based compensation expense related to restricted stock grants was $417,618 and $1,038,438 for the three and nine months ended September 30, 2019, and $0 for the three and nine months ended September 30, 2019, respectively. As of September 30, 2019, the stock-based compensation relating to restricted stock of $1,308,060 remains unamortized.

~~The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at September 30, 2019:~~

~~A summary of the warrant activity for the nine months ended September 30, 2019 is as follows:~~

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $8.25 of September 30, 2019, which would have been received by the option holders had those option holders exercised their options as of that date.

On November 7, 2018, the Company formed NeuroClear, a Delaware Corporation, for the purpose to pursue additional applications of the PURE EP™ signal processing technology outside of electrophysiology. In 2019, NeuroClear sold 739,000 shares of its common stock for net proceeds of $3,694,646 to fund initial operations. As of September 30, 2019, the Company had a majority interest in NeuroClear of 89.8%.

~~A reconciliation of the NeuroClear Technologies, Inc. non-controlling loss attributable to the Company:~~

~~Net loss attributable to the non-controlling interest for the three and nine months ended September 30, 2019:~~

~~The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2019:~~

~~At September 30, 2019 and December 31, 2018, the Company had reimbursable travel and other related expenses due related parties of $9,014 and $32,366, respectively.~~

On November 1, 2017, in connection with Mr. Filler joining the Company’s Board of Directors, the Company entered into a Master Services Agreement (the “Agreement”) with 3LP Advisors LLC (d/b/a Sherpa Technology Group) (“Sherpa”) and an initial statement of work (the “SOW”), pursuant to which Sherpa will develop, execute and expand the Company’s intellectual property strategy over the course of the next approximately 18 months by evaluating the business and technology landscape in which the Company operates, and charting and executing a strategy of patent filing and licensing. In connection with the SOW, the Company will pay Sherpa fee of (i) $200,000 in cash, of which $25,000 will be paid on January 1, 2018, with the remainder to be paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options were performance conditioned and subsequently vested. Mr. Filler is the general counsel and partner of Sherpa.

During the three and nine months ended September 30, 2019, the Company paid $75,000 and $225,000 as patent costs, consulting fees and expense reimbursements. During the three months and nine months ended September 30, 2018, the Company paid Sherpa $75,000 and $352,219 as patent costs, consulting fees and expense reimbursements. As of September 30, 2019, and December 31, 2018, there was an unpaid balance of $26,169 and $0, respectively.

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

~~Level 1 – Quoted prices in active markets for identical assets or liabilities.~~

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.~~

~~All items required to be recorded or measured on a recurring basis are based upon level 3 inputs.~~

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

~~The carrying value of the Company’s cash and cash equivalents, accounts payable and other current assets and liabilities approximate fair value because of their short-term maturity.~~

~~As of September 30, 2019, and December 31, 2018, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures.~~

~~As of September 30, 2019, and December 31, 2018, the Company did not have any derivative instruments that were designated as hedges.~~

~~There were no derivative and warrant liability as of September 30, 2019 and December 31, 2018.~~

~~On October 1, 2019, the Company issued 606 shares of the Company’s common stock in exchange for the cashless exercise of 3,854 warrants.~~

~~On October 2, 2019, the Company issued 46,847 shares of the Company’s common stock in exchange for the cashless exercise of 191,714 options.~~

~~On October 2, 2019, the Company issued 30,000 shares of common stock for vested restricted stock units.~~

~~On October 9, 2019, the Company issued 7,375 shares of its common stock in exchange for $37,539 proceeds from the exercise of options.~~

On October 8, 2019, the Company granted an aggregate of 45,000 options to purchase shares of the Company’s common stock to employees. The options are exercisable at $8.00 for ten years and vest quarterly over three years.

~~On October 16, 2018, the Company issued restricted stock awards for an aggregate of 55,000 shares of the Company’s common stock for board services with immediate vesting.~~

~~In the month of October, the Company has received $185,000 in subsidiary stock subscriptions, which have not closed as of the date of the filing of this report.~~

On October 1, 2019, the Company entered into a lease agreement whereby the Company leased approximately 1,400 square feet of office space in Rochester Minnesota commencing November 1, 2019 and expiring on October 31, 2021 at an initial rate of $2,300 per month with escalating payments. The lease agreement includes an option to extend the lease for two additional periods of two years each past its initial term.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

We are a ~~pre-commercial~~commercial stage medical device company that is ~~developing~~commercializing a proprietary biomedical signal processing technology platform to extract information from physiologic signals. Our initial emphasis is on providing intracardiac signal information to electrophysiologists during electrophysiology (“EP”) studies and cardiac catheter ablation procedures for atrial fibrillation (“AF”) and ventricular tachycardia (“VT”). Cardiac catheter ablation is a procedure that involves delivery of energy through the tip of a catheter that scars or destroys heart tissue in order to correct heart rhythm disturbances. ~~Our first product which~~In August 2018, we received ~~FDA~~ 510(k) clearance ~~in August 2018 is~~from the U.S. Food and Drug Administration (the “FDA”) to market our PURE (Precise Uninterrupted Real-time evaluation of Electrograms) EP System.

The PURE EP™ System is a proprietary signal acquisition and processing technology. The device is a computerized system intended for acquiring, digitizing, amplifying, filtering, measuring and calculating, displaying, recording and storing of electrocardiographic and intracardiac signals for patients undergoing ~~electrophysiology (EP)~~EP procedures in an EP ~~laboratory.~~laboratory under the supervision of licensed healthcare practitioners who are responsible for interpreting the data. The device aims to minimize noise and artifacts from cardiac recordings and acquire high-fidelity cardiac signals. Improving fidelity of acquired cardiac signals may potentially increase the diagnostic value of these signals, thereby possibly improving accuracy and efficiency of the EP studies and related procedures.

Our initial focus is on improving intracardiac signal acquisition and ~~enhance~~enhancing diagnostic information for catheter ablation procedures for ~~the~~ complex and potentially life-threatening arrhythmias ~~atrial fibrillation,~~like AF, the most common cardiac arrhythmia, and ~~ventricular tachycardia,~~VT, an arrhythmia evidenced by a fast heart rhythm originating from the lower chambers of the heart, which can be life-threatening. Cardiac catheter ablation is a procedure that corrects conduction of electrical impulses in the heart that cause arrhythmias and is now a preferred treatment for certain arrhythmias. During this procedure, a catheter is usually inserted using a venous access into a specific area of the heart. ~~Cryo or radiofrequency energy is delivered through the catheter to destroy small areas of the heart muscle that cause the abnormal heart rhythm. According to the~~ ~~2017 HRS/EHRA/ECAS/APHRS/SOLAECE Expert Consensus Statement on Catheter and Surgical Ablation of Atrial Fibrillation~~, the role of catheter ablation as first-line therapy, prior to a trial of a Class I or III antiarrhythmic agent, is an appropriate indication for catheter ablation of AF in patients with symptomatic paroxysmal or persistent AF.

Catheter ablation for many arrhythmias have high success rates; however, more complex or long-standing examples of the disease (like recurrent AF and VT) often require multiple procedures (each typically lasting from 3-6 hours), evidencing the need for additional research and technology to help diagnose and treat these cases. Consequently, ablating AF and VT is regarded as being more difficult.

~~Therefore, access to these procedures has traditionally been limited to being performed by only the most well-trained electrophysiologists.~~

We believe that the PURE EP System and its advanced signal processing tools may contribute to improvements in patient outcomes in connection with catheter ablation due to the following advantages over the EP recording systems currently available on the market:

We believe that these features may allow physicians to better determine precise ablation targets, strategy and end point of procedures with the objective of reducing the need for multiple procedures. The PURE EP System is intended to operate in conjunction with the existing EP lab equipment.

On February 18 and February 19, 2019, we conducted the first clinical cases with our PURE EP™ System which was announced on February 20, 2019. The patient cases were performed by Andrea Natale, M.D., F.A.C.C., F.H.R.S., F.E.S.C., Executive Medical Director, Texas Cardiac Arrhythmia Institute at St. David’s Medical Center. On April 16, 2019, we announced the completion of our second set of patient cases at Greenville Memorial Hospital in South Carolina which were performed by Andrew Brenyo, MD, FHRS. Dr. Brenyo used the PURE EP™ System during procedures on patients with ischemic ventricular tachycardias, atrial fibrillation, PVC and atypical flutters. And, on May 6, 2019, we announced the completion of our third set of patient cases at Indiana University under the leadership of Prof. John M. Miller, M.D. and Dr. Mithilesh K. Das, MBBS. Drs. Miller and Das used the PURE EP™ System during procedures on patients with atypical flutter, atrioventricular nodal reentry tachycardia (AVNRT), atrial fibrillation, SVT, PVC and a rare case of dual septal pathway. Initial results showed improved signal detection and fidelity compared to the data acquired using the existing recording devices in the EP lab. We intend to continue to conduct additional clinical external evaluation at a select number of centers.

We also intend to continue additional research studies of our technology at Mayo Clinic. On November 13, 2018, we announced that we entered into an advanced research agreement with Mayo Clinic. The program will be run under the leadership of Samuel J. Asirvatham, M.D., Mayo Clinic’s Vice-Chair of Innovation and Medical Director, Electrophysiology Laboratory and will consist of a number of two- to three-year projects, which will focus on development of additional advanced features of PURE EP™ System within the field of EP and potential clinical applications of our technology in a new, previously unexplored, field.

On September 12, 2019, we announced the signing of a new licensing agreement with Mayo Clinic. The new agreement aims to develop a new product pipeline to support some of the more advanced features of the PURE EP™ System. This development program will be also be run under the leadership of Samuel J. Asirvatham, M.D., Mayo Clinic’s Vice-Chair of Innovation and Medical Director, Electrophysiology Laboratory.

To date, we have conducted a total of ~~twenty~~twenty-four pre-clinical studies with the PURE ~~EP™~~EP System, ~~prototype, nineteen~~twenty-one of which were conducted at Mayo Clinic in Rochester, Minnesota. We also conducted a pre-clinical study at the Mount Sinai Hospital in New York, NY with an emphasis on the VT ~~model.~~model; and two pre-clinical studies at the University of Pennsylvania in preparation for clinical studies to be conducted there. We intend to continue to conduct additional clinical external evaluation at a select number of centers. We also intend to continue additional research studies with our technology at Mayo Clinic.

In November 2019, we commenced our first clinical study for the PURE EP System titled, “Novel Cardiac Signal Processing System for Electrophysiology Procedures (PURE EP 2.0 Study).” Texas Cardiac Arrhythmia Research Foundation (TCARF) in Austin, Texas, is the first institution to conduct patient cases under the clinical study. On ~~July~~January 16, 2019, the U.S. Patent & Trademark Office published Patent No. 10,356,001 B1 entitled, “System and Methods to Visually Align Signals Using Delay” consisting of 33 patent claims covering our PURE EP™ System. On June 6, 2019,2020, we announced that we installed a PURE EP System at Mayo Clinic Jacksonville, Fl. Mayo Clinic is the U.S. Patent & Trademark Office allowed our U.S. patent application number 15/103,278 covering our electrophysiology simulator entitled, “Systems and Methods for Evaluation of Electrophysiology Systems” filed on June 9, 2016.

~~Over~~second institution to conduct patient cases under the ~~three months ended September 30, 2019, our significant achievements include:~~

~~We received 510(k) clearance from~~ the U.S. Food and Drug Administration for the PURE EP™ System in August 2018. Our manufacturing partner, Minnetronix, a medical technology and innovation company, has built initial units for our first installations, clinical procedures, and IP proposals.study.

~~We are currently working~~Leading up to a new Medical Device Regulation that was due to enter into full force in 2020, but has since been put on hold for one year, the European Notified Bodies were reporting delays in accepting and processing new applications throughout 2019. Given the potential issues or further delays as a result of the ongoing global COVID-19 pandemic and our focus and priority on commercialization activities in the United States, we plan to commence audit preparation for the International Organization for Standardization (“ISO”) 13485 and Medical Device Single Audit Program ~~(“MDSAP”) certification. The~~certification with the expectation to proceed with the audit ~~is targeted for~~to obtain the ~~fourth quarter of 2019. We believe that we will have obtained~~ ISO 13485 Certification ~~by the first quarter of 2020~~ and CE Mark byin first half of 2021 and the Medical Device Single Audit Program certification in the second ~~quarter~~half of ~~2020.~~2021.

~~Because~~While we presently do not have ~~not yet entered the~~any paying customers, we are making all preparations we believe are needed to commence sales ~~phase with~~of our initial product ~~we currently do not have paying customers.~~in the immediate future. We anticipate that our initial customers will be ~~hospitals~~medical centers of excellence and other health care facilities that operate ~~electrophysiology~~EP labs.

~~NeuroClear Technologies, Inc. (“NeuroClear”)~~ is a majority-owned subsidiary of the Company, ~~and is~~formerly known as NeuroClear Technologies, Inc. which was an early stage medical device company ~~that is~~ developing an advanced biomedical signal recording and processing technology platform for electroneurogram (ENG) recordings based on the core competencies of the PURE (Precise Uninterrupted Real-time evaluation of Electrograms) EP™ signal processing technology, such as broad dynamic range of recorded signals and low signal-to-noise ratio. In March 2020, NeuroClear was renamed to ViralClear and repurposed to bring a broad-spectrum antiviral agent against the SARS-COV-2 (COVID-19) virus to market. As of June 30, 2020, the Company had a majority interest in ViralClear of 69.4%. Currently ViralClear is developing merimepodib (MMPD), a broad-spectrum, host-directed antiviral candidate acquired from Trek Therapeutics, PBC (“Trek”), a related party in March 2020, with activity against COVID-19 in cell cultures.

~~NeuroClear will focus on ENG recordings – methods used to visualize directly recorded electrical activities~~Merimepodib targets a host enzyme required for guanosine synthesis, IMPDH. The molecule has activity against a broad spectrum of ~~neurons~~RNA and DNA viruses; it was previously in development as a treatment for chronic hepatitis C and psoriasis by Vertex Pharmaceuticals Incorporated (Vertex) involving more than 400 subjects. In April 2020, ViralClear published first pre-clinical data generated under contract with Galveston National Laboratory at The University of Texas Medical Branch.

A manuscript entitled, “The IMPDH inhibitor merimepodib suppresses SARS-COV-2 replication in vitro” was authored by Natalya Bukreyeva, Emily K. Mantlo, Rachel A. Sattler, Cheng Huang, Slobodan Paessler, DVM, Ph.D of the UTMB Galveston National Laboratory and Jerome Zeldis, M.D., Ph.D of ViralClear. In-vitro studies referenced in the ~~central nervous system (brain, spinal cord) and/~~manuscript determined that merimepodib decreased viral production by over 98%. Additional data was published in F1000 Research, which indicated that merimepodib in combination with remdesivir completely decreased SARS-CoV-2 production in the Vero Cell model. The article entitled, “The IMPDH inhibitor merimepodib provided in combination with the adenosine analogue remdesivir reduces SARS-CoV-2 replication to undetectable levels in vitro” was authored by Natalya Bukreyeva, Rachel A. Sattler, Emily K. Mantlo, Timothy Wanninger, John T. Manning, Cheng Huang and Slobodan Paessler of the UTMB Galveston National Laboratory and Dr. Jerome Zeldis.

The Company is pursuing development of merimepodib for the treatment of COVID-19 through FDA-approved clinical trials that commenced in Q2 2020. In May 2020, the FDA cleared the Investigational New Drug Application to enable the Company to proceed its proposed Phase II study of merimepodib oral solution in adults with COVID-19 who are hospitalized and either require supplemental oxygen or are on non-invasive ventilation or high flow oxygen devices. The first clinical trial is currently enrolling patients at three Mayo Clinic sites (Phoenix, AZ, Jacksonville, FL, and Rochester, MN), Atlantic Health System in both Morristown, NJ and Summit, NJ, and St. David’s South Austin Medical Center. This phase 2 randomized, double-blind, placebo-controlled study will enroll approximately 40 adult patients with advanced coronavirus disease 2019 (COVID-19), who have a score of 3 or 4 on the National Institute of Allergy and Infectious Disease (NIAID) 8-point ordinal scale and at least one of the following: fever, cough, sore throat, malaise, headache, muscle pain, shortness of breath at rest or with exertion, confusion or symptoms of severe lower respiratory symptoms. Approximately 40 patients will be randomized 1:1 to receive oral administration of MMPD with remdesivir or placebo with remdesivir, which design is intended to evaluate the potential synergy between merimepodib and remdesivir in clinical setting. In July 2020, enrollment of adult patients hospitalized with COVID-19 began for ViralClear’s trial with merimepodib at four trial sites located in Austin, TX, Rochester, MN, Jacksonville, FL, and Scottsdale, AZ.

On June 22, 2020, ViralClear entered into an agreement with Catalent, Inc. to work on the development of a potential treatment for adults with advanced COVID-19. Under the terms of the agreement, Catalent will be developing two oral dosage forms of MMPD: a solution and a solid oral dosage form. ViralClear is also partnering with Albany Molecular Research Inc. for support in undertaking research to investigate the potential of merimepodib to fight SARS-CoV-2, either as a standalone treatment or in combination with other anti-viral agents or immune modulators.

Effective as of June 24, 2020, Liggett & Webb, P.A. (“Liggett & Webb”) was dismissed as the Company’s independent registered public accounting firm, and Friedman LLP (“Friedman”) was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

Liggett & Webb’s audit reports on the consolidated financial statements of the Company for the two most recent fiscal years, ended December 31, 2018 and December 31, 2019, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the audit report on the consolidated financial statements of the Company as of and for the year ended December 31, 2018, which included an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern.

During the two most recent fiscal years, ended December 31, 2018 and December 31, 2019, and through June 24, 2020, the date of Liggett & Webb’s dismissal, there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, with Liggett & Webb on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, had it not been resolved to the satisfaction of Liggett & Webb, would have caused Liggett & Webb to make reference thereto in its reports on the Company’s consolidated financial statements for such periods. During the same periods, there have been no “reportable events,” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Prior to the appointment of Friedman, neither the Company nor anyone on its behalf had consulted with Friedman with respect to (i) the application of accounting principles to any specified transaction, either completed or proposed or the ~~peripheral nervous system (nerves, ganglions)~~type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Friedman concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

On July 14, 2020, BioSig’s Board of Directors adopted a shareholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of BioSig’s common stock to shareholders of record on July 27, 2020, and one right will be issued for each new share of common stock issued thereafter. Each right will initially trade with common stock, and will allow its holder to purchase from BioSig one one-thousandth of a share of Series F Junior Participating Preferred stock, par value $0.001 per share, for an exercise price of $50.00, once the rights become exercisable. In the event that a person or group acquires beneficial ownership of 12% or more of BioSig’s then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of BioSig’s common stock having a market value of two times the exercise price of the right. In addition, at any time after a person or group acquires 12% or more of BioSig’s outstanding common stock (unless such person or group acquires 50% or more), the Board may exchange one share of BioSig’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). ~~ENGs are usually obtained by placing~~If BioSig is acquired in a merger or other business combination after an ~~electrode directly~~acquiring person acquires 12% or more of BioSig’s common stock, each holder of the rights would thereafter have the right to purchase a number of shares of common stock of the acquiring corporation having a market value of two times the exercise price of the right. The Board may redeem the rights for $0.001 per right, subject to adjustment, at any time before any person or group becomes an Acquiring Person (as defined in the ~~neural tissue. ENGs consist~~Rights Agreement, dated as of ~~small, high frequency, low amplitude signals, which~~July 14, 2020). The rights have ~~been proven hard to detect~~a de minimis fair value. The rights will expire on July 13, 2021, unless terminated earlier by BioSig’s Board of Directors.

BioSig designated 200,000 shares of its previously authorized preferred stock with ~~conventional signal recording systems.~~a par value of $0.001 per share as Series F Junior Participating Preferred Stock. No Series F Junior Participating Preferred Stock was issued and outstanding as of date of filing of this report.

We anticipate that our results of operations will fluctuate for the foreseeable future due to several factors, such as the progress of our research and development and commercialization efforts and the timing and outcome of future regulatory ~~submissions.~~submissions and uncertainly around the current pandemic. Due to these uncertainties, accurate predictions of future operations are difficult or impossible to make.

Three Months Ended ~~September~~June 30,~~, 2019~~ 2020 Compared to Three Months Ended ~~September~~June 30,~~, 2018~~ 2019

Revenues and Cost of Goods Sold. We had no revenues or cost of goods sold during the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019.

Research and Development Expenses. Research and development expenses for the three months ended ~~September~~June 30, ~~2019~~2020 were ~~$1,643,659,~~$5,718,184, an increase of ~~$899,486,~~$3,900,225, or ~~120.9%~~214.5%, from ~~$744,173~~$1,817,959 for the three months ended ~~September~~June 30, ~~2018.~~2019. This increase is primarily due to ~~increases~~entering into a know-how license agreement with Mayo Foundation for Medical Education and Research (“Mayo”) for 259,959 shares of ViralClear’s common stock and licensing rights and agreement obligations of $1,299,795. In addition, we incurred significant R&D costs with product development in personnel due to staff increases, research studies and design work, acquired research and development and increase in stock-based compensation in 2019, as compared to 2018, net with reduction on consulting services as we finalize our initial product towards commercialization.the ViralClear segment. Research and development expenses were comprised of the following:

Stock based compensation for research and development personnel was ~~$604,642~~$273,686 and ~~$62,957~~$411,288 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively.

On ~~August 15, 2019, the Company~~April 8, 2020, ViralClear entered into a ~~patent~~know-how license agreement (the “Agreement”) with ~~Mayo Foundation for Medical Education and Research~~Mayo. The Agreement grants to ~~acquire~~ViralClear (i) an exclusive ~~licensing~~worldwide license, with the right to sublicense, within the field of anti-viral agents to target COVID-19 (the “Field”) to certain ~~intellectual property~~patent rights for the ~~purpose~~development and commercialization of ~~developing~~products, methods, and ~~commercializing such technology.~~ processes for public use and benefit (the “Licensed Products”) and (ii) a non-exclusive worldwide license, with the right to sublicense, within the Field, to use the know-how of Mayo that is necessary to develop the Licensed Products.

The ~~term is~~Agreement will expire upon the later of either i)(a) the expiration of the ~~last to expire~~licensed patent rights or ~~ii)~~(b) the ~~tenth~~7th anniversary of the date of the first commercial sale of a ~~licensed product, as defined. The Company paid~~Licensed Product, unless earlier terminated by Mayo for ViralClear’s failure to cure a material breach of the Agreement, ViralClear’s or a sublicensee’s commencement of any action or proceedings against Mayo or its affiliates other than for an ~~up-front consideration~~uncured material breach of ~~$100,000 and will be required to pay a 2% to 4% royalty on any future net sales as described.~~the Agreement by Mayo, or insolvency ViralClear.

General and Administrative Expenses. General and administrative expenses for the three months ended ~~September~~June 30, ~~2019~~2020 were ~~$3,841,189,~~$16,608,211, an increase of ~~$1,435,467,~~$10,447,399, or ~~59.7%~~169.6%, from ~~$2,405,722~~$6,160,812 incurred in the three months ended ~~September~~June 30, ~~2018.~~2019. This increase is primarily due to an increase in employee performance pay and staff in the current period as compared to the same period in the prior year and additional service provider fees paid.

Payroll related expenses increased to ~~$893,264~~$2,185,207 in the current period from ~~$692,603~~$1,264,485 for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$200,661.~~$920,722. The increase was due to performance pay and added staff in the later part of 2019 and 2020 for commercialization and support ~~personnel.~~personnel and additional personnel hired by ViralClear. We incurred ~~$1,364,579~~$11,058,323 in stock-based compensation in connection with the vesting of stock and stock options issued to board members, officers, employees and consultants for the three months ended ~~September~~June 30, ~~2019~~2020 as compared to ~~$334,729~~$2,996,384 in stock-based compensation for the same period in ~~2018.~~2019.

Professional services for the three months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$363,538,~~$673,285, an increase of ~~$173,963,~~$415,078, or ~~91.8%~~160.8%, over the ~~$189,575~~$258,207 recognized for the three months ended ~~September~~June 30, ~~2018.~~2019. Of professional services, legal fees totaled ~~$342,896~~$568,285 for the three months ended ~~September~~June 30, ~~2019;~~2020; an increase of ~~$165,821~~$323,578 or 132.2% from ~~$177,075~~$244,707 incurred for the three months ended ~~September~~June 30, ~~2018.~~2019. The primary increase was due to costs incurred inwith financing not consummated and capital raise, contract work, ViralClear organization and patent filings in ~~2019~~2020 as compared to ~~2018.~~2019. Accounting fees incurred in the three months ended ~~September~~June 30, ~~2019~~2020 amounted to ~~$13,500,~~$105,000, an increase of ~~$1,000~~$91,500 or ~~8.0%~~677.8%, from ~~$12,500~~$13,500 incurred in same period last year. In 2020, we incurred additional audit costs associated with internal control and ViralClear audits in addition to our yearend requirements.

Consulting, public and investor relations fees for the three months ended ~~September~~June 30, ~~2019~~2020 were ~~$569,072~~$1,527,946 as compared to ~~$290,178~~$823,301 incurred for the three months ended ~~September~~June 30, ~~2018.~~2019. The increase in consulting, marketing and investor relations fees during the three months ended ~~September~~June 30, ~~2019~~2020 related to our continued efforts to develop our recognition throughout the medical industry in an effective manner.

Travel, meals and entertainment costs for the three months ended ~~September~~June 30, ~~2019~~2020 were ~~$170,641, an increase~~$49,365, a decrease of ~~$63,949,~~$136,942, or ~~59.9%~~73.5%, from ~~$106,692~~$186,307 incurred in the three months ended ~~September~~June 30, ~~2018.~~2019. Travel, meals and entertainment costs include travel related to business development and financing. The ~~increase~~decrease in ~~2019~~2020 was due to ~~added commercialization and business development efforts~~various restrictions imposed by the COVID-19 outbreak as compared to ~~2018.~~2019.

Rent for the three months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$133,786,~~$118,876, an increase of ~~$65,074~~$14,618 or ~~94.7%~~14.0%, from ~~$68,712~~$104,258 incurred in three months ended ~~September~~June 30, ~~2018.~~2019. The increase in rent for ~~2019~~2020 as compared to ~~2018~~2019 is due primarily ~~expanding our Los Angeles office,~~ adding an ~~administrative center~~office in ~~Austin, Texas, a~~Rochester, MN, net with reduction in the Norwalk, CT ~~office and our corporate headquarters in Westport, CT. In addition, we incurred temporary housing for our summer interns in CT and in CA.~~office.

Depreciation and ~~amortization~~Amortization Expense. Depreciation and amortization expense for the three months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$18,510~~$22,208, an increase of ~~$15,533,~~$12,229, or ~~521.8%~~122.5%, over the expense of ~~$2,977~~$9,979 incurred in the three months ended ~~September~~June 30, ~~2018,~~2019, as a result of the adding additional office computers and other equipment. ~~In addition, we begun amortizing our incurred patent costs in 2019.~~

Preferred Stock Dividend. Preferred stock dividend for the three months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$4,877,~~$4,699, a decrease of ~~$189,556,~~$169, or ~~97.5%~~3.5% from ~~$194,433~~$4,868 incurred during the three months ended ~~September~~June 30, ~~2018.~~2019. Preferred stock dividends are ~~primarily~~ related to the dividends accrued on our Series C ~~D and E~~ Preferred Stock issued during the period from 2013 through ~~2018.~~2015. The ~~significant~~ decrease in ~~2019~~2020 as compared to ~~2018~~2019 is the result of conversions in ~~2018 of the Series D~~2019 and ~~Series E Preferred Stock and the payment, upon conversion, of a required minimum dividend of $405 per share of Series D Preferred Stock for the first three years of issuance.~~2020.

Net Loss available to BioSig Technologies, Inc. common shareholders. As a result of the foregoing, net loss available to common shareholders for the three months ended ~~September~~June 30, ~~2019~~2020 was ~~$5,448,343~~$19,192,984 compared to a net loss of ~~$3,345,362~~$7,954,472 for the three months ended ~~September~~June 30, ~~2018.~~2019.

~~Nine~~Six Months Ended ~~September~~June 30,~~, 2019~~ 2020 Compared to ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2018~~2019

Revenues and Cost of Goods Sold. We had no revenues or cost of goods sold during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019.

Research and Development Expenses. Research and development expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 were ~~$4,950,457,~~$10,644,898, an increase of ~~$1,894,356,~~$7,338,100, or ~~62.0%~~221.9%, from ~~$3,056,101~~$3,306,798 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. This increase is primarily due to ~~increase in compensation with us adding personnel along with increases in our~~the acquired research and ~~design work along~~development from Trek for cash of $350,000 and 634,910 shares of ViralClear’s common stock; the Agreement with ~~related travel, as compared to 2018, as~~Mayo for 259,959 shares of ViralClear’s common stock and licensing rights and agreement obligations of $1,055,616. In addition, we ~~finalize our initial~~incurred significant R&D costs with product ~~towards commercialization.~~development in the ViralClear segment. Research and development expenses were comprised of the following:

Stock based compensation for research and development personnel was ~~$1,444,677~~$587,989 and ~~$920,097~~$840,035 for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, respectively.

On March 24, 2020, ViralClear entered into the Asset Purchase Agreement with Trek. Pursuant to the Asset Purchase Agreement, Trek sold ViralClear all right, title and ~~2018, respectively.~~interest of Trek and its affiliates to the Purchased Assets. As consideration for the Purchased Assets, we agreed to pay Trek in upfront and milestone payments a combination of cash, shares of ViralClear’s common stock, which common stock may equal up to 10% of the ViralClear’s outstanding equity, and sublicense fees in the event ViralClear sublicenses the Purchased Assets.

On April 8, 2020, ViralClear entered into the Agreement with Mayo as discussed above and issued to Mayo 259,959 shares of ViralClear’s common stock.

General and Administrative Expenses. General and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 were ~~$14,380,898,~~$24,463,431, an increase of ~~$5,888,828,~~$13,923,722, or ~~69.3%~~132.1%, from ~~$8,492,070~~$10,539,709 incurred in the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. This increase is primarily due to an increase in employee performance pay and staff in the current period as compared to the same period in the prior year and additional service provider fees paid.

Payroll related expenses increased to ~~$2,440,300~~$3,488,179 in the current period from ~~$1,882,071~~$1,946,987 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$558,229.~~$1,541,192. The increase was due to performance pay and added staff in the later part of 2019 and 2020 for commercialization and support ~~personnel.~~personnel in addition to staff added with ViralClear. We incurred ~~$6,917,671~~$15,156,603 in stock-based compensation in connection with the vesting of stock and stock options issued to board members, officers, employees and consultants for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 as compared to ~~$3,422,811~~$5,153,140 in stock-based compensation for the same period in ~~2018.~~2019.

Professional services for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$878,243,~~$1,164,457, an increase of ~~$452,678,~~$748,443, or ~~106.4%~~179.9%, over the ~~$425,565~~$416,014 recognized for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Of professional services, legal fees totaled ~~$697,910~~$953,751 for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020; an increase of ~~$353,995,~~$598,737 or ~~102.9%,~~168.7% from ~~$343,915~~$355,014 incurred for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The primary increase was due to ~~high level of~~costs incurred with financing not consummated and capital raise, ViralClear organization, contract work and patent ~~research and~~ filings in ~~2019~~2020 as compared to ~~2018.~~2019. Accounting fees incurred in the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 amounted to ~~$74,500, a decrease~~$210,706, an increase of ~~$7,150,~~$149,706 or ~~8.8%~~245.4%, from ~~$81,650~~$61,000 incurred in same period last year. In 2020, we incurred additional audit costs associated with internal control and ViralClear audits in addition to our yearend requirements.

Consulting, public and investor relations fees for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 were ~~$2,413,854~~$2,814,037 as compared to ~~$1,112,074~~$1,422,146 incurred for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase in consulting, marketing and investor relations fees during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 related to our continued efforts to develop our recognition throughout the medical industry in an effective manner.

Travel, meals and entertainment costs for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 were ~~$482,814, an increase~~$253,254, a decrease of ~~$156,320,~~$58,917, or ~~47.9%~~18.9%, from ~~$326,494~~$312,171 incurred in the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Travel, meals and entertainment costs include travel related to business development and financing. The ~~increase~~decrease in ~~2019~~2020 was due to ~~added commercialization and business development efforts~~various restrictions imposed by the COVID-19 outbreak as compared to ~~2018.~~2019.

Rent for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$298,191,~~$238,284, an increase of ~~$152,410~~$73,879 or ~~104.5%~~44.9%, from ~~$145,781~~$164,405 incurred in ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase in rent for ~~2019~~2020 as compared to ~~2018~~2019 is due primarily ~~expanding our Los Angeles office,~~ adding ~~an administrative center in Austin, Texas, a Norwalk, CT office and~~ our corporate headquarters in Westport, ~~CT.~~CT and an office in Rochester, MN, net with reduction in the Norwalk, CT office.

Depreciation and ~~amortization~~Amortization Expense. Depreciation and amortization expense for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$36,424~~$43,223 an increase of ~~$27,618,~~$25,309, or ~~313.6%~~141.3%, over the expense of ~~$8,806~~$17,914 incurred in the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, as a result of the adding additional office computers and other equipment. ~~In addition, we begun amortizing our incurred patent costs during the nine months ended September 30, 2019.~~

Preferred Stock Dividend. Preferred stock dividend for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 totaled ~~$20,286,~~$9,317, a decrease of ~~$760,060,~~$6,092, or ~~97.4%~~39.5% from ~~$780,346~~$15,409 incurred during the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Preferred stock dividends are ~~primarily~~ related to the dividends accrued on our Series C ~~D and E~~ Preferred Stock issued during the period from 2013 through ~~2018.~~2015. The ~~significant~~ decrease in ~~2019~~2020 as compared to ~~2018~~2019 is the result of conversions in ~~2018 of the Series D~~2019 and ~~Series E Preferred Stock and the payment, upon conversion, of a required minimum dividend of $405 per share of Series D Preferred Stock for the first three years of issuance.~~2020.

Net Loss available to BioSig Technologies, Inc. common shareholders. As a result of the foregoing, net loss available to common shareholders for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 was ~~$19,282,904~~$30,533,162 compared to a net loss of ~~$12,335,032~~$13,834,561 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019.

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.

Summary Statement of Operations for the three and six months ended June 30, 2019 as compared to the three and six months ended June 30, 2019 are detailed in Note 12 of the accompanying unaudited condensed consolidated financial statements.

On March 11, 2020, the World Health Organization (the “WHO”) declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The full public-health impact of the ongoing pandemic is currently indeterminable and rapidly evolving, and the related health crisis has adversely affected and may continue to adversely affect the global economy, resulting in delaying to our commercialization objectives of the PURE EP systems and therapeutic candidates ViralClear is developing.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 Compared to ~~Nine~~Six Months Ended ~~September~~June 30,~~, 2018~~ 2019

As of ~~September~~June 30, ~~2019,~~2020, we had a working capital of ~~$11,669,119,~~$35,045,250, comprised of cash of ~~$12,308,578,~~$36,927,306, inventory of $800,000, vendor deposits of ~~$430,444~~$470,826 and prepaid expenses of ~~$143,499,~~$453,822, which was offset by ~~$724,450~~$3,103,964 of accounts payable and accrued expenses, accrued dividends on preferred stock issuances of ~~$123,601~~$67,453 and current portion of lease liability of ~~$365,351.~~$435,287. For the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, we used ~~$11,581,686~~$14,223,345 of cash in operating activities and ~~$194,888~~$28,093 of cash in investing activities.

Cash provided by financing activities totaled ~~$19,634,992,~~$39,070,162, comprised of proceeds from the sale of our common stock of $25,214,311, proceeds from sale of subsidiary stock to non-controlling interest of $10,592,075 and proceeds from exercise of options and warrants of $3,263,776.

In the comparable period in 2019, our aggregate cash provided by financing activities totaled $13,682,603, comprised of proceeds from the sale of our common stock of $8,619,278 ~~proceeds from sale of subsidiary stock of $3,694,646, subsidiary stock subscriptions of $501,000, which have not closed as of the date of filing of this report,~~ and proceeds from exercise of options and warrants ~~and options~~ of ~~$6,354,870 and $465,198, respectively.~~

In the comparable period in 2018, our aggregate cash provided by financing activities totaled $13,268,632, comprised of proceeds from the sale of our common stock of $9,139,721, proceeds from the sale of our Series E preferred stock of $1,492,969 and proceeds from exercise of warrants and options of $2,020,342 and $615,600, respectively.$5,063,325. At ~~September~~June 30, ~~2019,~~2020, we had cash of ~~$12,308,578~~$36,927,306 compared to ~~$7,279,520~~$10,333,966 at ~~September~~June 30, ~~2018.~~2019. Our cash is held in bank deposit accounts. At ~~September~~June 30, ~~2019~~2020 and ~~September~~June 30, ~~2018,~~2019, we had no convertible debentures outstanding.

Cash used in operations for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 was $14,223,345 and ~~2018 was $11,581,686 and $7,286,321,~~$7,641,965, respectively, which represent cash outlays for research and development and general and administrative expenses in such periods. The increases in cash outlays principally resulted from additional operating costs and general and administrative expenses and an increase in our operating assets of ~~$475,203~~$770,019 and ~~decrease~~an increase our operating liabilities of ~~$222,099,~~$1,616,507, net of stock-based compensation and depreciation and amortization.

We used ~~$194,888~~$28,093 cash for investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$250,370~~$156,832 for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. For the current period, we purchased computer and other equipment of ~~$83,297~~$28,093, as compared to $45,241 in 2019 to purchase computer and ~~paid~~other equipment and $111,316 and $275 in patent and trademark costs, ~~respectively, as compared to $21,674 in 2018 to purchase computer and other equipment and $227,846 and $850 in patent and trademark costs,~~ respectively.

~~In their report dated March 15, 2019, our independent registered public accounting firm stated at December 31, 2018, there is substantial doubt about our ability~~June 30, 2020 of $135.3 million, as well as a net loss available to BioSig Technologies, Inc. of $30.5 million and negative operating cash flows. We expect to continue ~~as a going concern. Our ability to continue as a going concern is an issue raised due to our net~~incurring losses and negative cash flows from operations ~~since inception~~until our products (primarily PURE EP System and therapeutic candidates ViralClear is developing) reach commercial profitability. We believe that our ~~expectation that these conditions~~existing cash on hand will ~~continue for the foreseeable future. In addition, we will require additional financing~~be sufficient to enable us to fund ~~future operations.~~our projected operating requirements for approximately one year and a day. However, we may need to raise additional funds more quickly if one or more of our assumptions prove to be incorrect or if we choose to expand our product development efforts more rapidly than we presently anticipate. We also may decide to raise additional funds before we require them if we are presented with favorable terms for raising capital.

~~Further, we do not have any commercial products available for~~Our plans include the continued commercialization of PURE EP System and pursuing pharmaceutical candidates and raising capital through the sale ~~and have not generated revenues to date, and there is~~of additional equity securities, debt or capital inflows from strategic partnerships. There are no ~~assurance~~assurances, however, that we will be ~~able~~successful in obtaining the level of financing needed for our operations. The ongoing COVID-19 pandemic has resulted and continues to ~~generate cash flow to fund operations. In addition, there can be no assurance that our research~~result in significant financial market volatility and ~~development will be successfully completed~~uncertainty in recent months.

A continuation or ~~that any product will be commercially viable. Our ability to continue as a going concern is subject to~~worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to ~~obtain necessary funding from outside sources, including obtaining additional funding from~~access capital and on the market price of our common stock, and we may not be able to successfully raise capital through the sale of our ~~securities, obtaining loans from various financial institutions~~securities. If we are unsuccessful in commercializing our products and raising capital, we may need to reduce activities, curtail or cease operations.

Our Series C Preferred Stock contains triggering events which would, among other things, require redemption (i) in cash, at the greater of (a) 120% of the stated value of $1,000 or (b) the product of (I) the variable weighted average price of our common stock on the trading day immediately preceding the date of the triggering event and (II) the stated value divided by the then conversion price or (ii) in shares of our common stock, equal to a number of shares equal to the amount set forth in (i) above divided by 75%. As of June 30, 2020, the aggregate stated value of our Series C Preferred Stock was $105,000. The triggering events include our being ~~awarded grants from government agencies, where possible. Our continued net operating losses increase~~subject to a judgment of greater than $100,000 or our initiation of bankruptcy proceedings. If any of the ~~difficulty~~triggering events contained in ~~meeting~~our Series C Preferred Stock occur, the holders of our Series C Preferred Stock may demand redemption, an obligation we may not have the ability to meet at the time of such ~~goals and there can~~demand. We will be ~~no assurances that such methods will prove successful.~~required to pay interest on any amounts remaining unpaid after the required redemption of our Series C Preferred Stock, at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law.

We expect to incur losses from operations for the near future. We expect to incur increasing marketing and commercialization expenses related to our PURE EP system in addition to additional research and development ~~expenses,~~costs relating to the PURE EP along with developing the anti-viral agent against the COVID-19 virus and other product candidates, including expenses related to clinical ~~and research~~ trials. We expect that our general and administrative expenses will increase in the future as we expand our business development, add infrastructure and incur additional costs related to ~~being~~be a public company, including incremental audit fees, investor relations programs and increased professional services.

Our future capital requirements will depend on a number of factors, including the progress of our research and development of product candidates, the timing and outcome of regulatory approvals, the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights, the status of competitive products, the availability of financing and our success in developing markets for our product candidates. We believe our existing cash will not be sufficient to fund our operating expenses and capital equipment requirements. We anticipate we will need approximately $4 million in addition to our current cash on hand to fund our operating expenses and capital equipment requirements for the next 12 months.

We will have to raise additional funds to continue our operations and, while we have been successful in doing so in the past, there can be no assurance that we will be able to do so in the future. Our continuation as a going concern is dependent upon our ability to obtain necessary additional funds to continue operations and the attainment of profitable operations.

Future financing may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, existing holders of our securities may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our securities.

If additional financing is not available or is not available on acceptable terms, we may be required to delay, reduce the scope of or eliminate our research and development programs, reduce our commercialization efforts or obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain product candidates that we might otherwise seek to develop or commercialize independently.

On February 21, 2020, we entered into an underwriting agreement (the “Underwriting Agreement”) with Laidlaw & Company (UK) Ltd. (the “Underwriter”), relating to an underwritten public offering of 2,500,000 shares of the Company’s common stock, at the public offering price of $4.00 per share. At closing on February 25, 2020, we received net proceeds of approximately $9,100,000, after deducting the underwriting discount and other offering expenses of approximately $100,000.

Pursuant to the Underwriting Agreement, we issued to the Underwriter or its designees warrants to purchase up to an aggregate 125,000 shares of common stock. The underwriter warrants are exercisable immediately and on or prior to February 21, 2025, at a price per share equal to $4.80 and are exercisable on a “cashless” basis.

On May 20, 2020, ViralClear and the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which ViralClear agreed to sell an aggregate of 1,068,550 shares of ViralClear’s common stock, at $10.00 per share, for an aggregate consideration of $10,592,075, net of expenses of $93,425. This private placement closed on May 20, 2020.

On June 24, 2020, we entered into a Securities Purchase Agreement with several institutional and accredited investors, pursuant to which we agreed to issue and sell in a registered direct offering an aggregate of 2,187,500 shares of common stock of the Company at an offering price of $8.00 per share, for gross proceeds of approximately $17.5 million before the deduction of fees and offering expenses. The net proceeds to the Company from the offering, after deducting fees and expenses, were approximately $16.16 million. The offering closed on June 26, 2020.

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

We account for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and ~~developments~~development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

All stock-based payments to employees and to nonemployee directors for their services as directors consisted of grants of restricted stock and stock options, which are measured at fair value on the grant date and recognized in the statements of operations as compensation expense over the relevant vesting period. Restricted stock payments and stock-based payments to nonemployees are recognized as an expense over the period of performance.

Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable, the measurement date is the date the award is issued.

On October 29, 2014, our common stock commenced trading on OTCQB and on September 21, 2018 on the NASDAQ Capital Market under the symbol “BSGM.” Fair value isof options are typically determined by the ~~closing price~~sales prices of our common stock onfor the 10 trading days immediately preceding the date of the award.

The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of long-term operating leases, patent capitalization, fair value of acquired assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Intellectual property acquired are accounted for under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition date fair values. The method records any excess purchase price over the fair value of acquired net assets as goodwill.

The acquired intellectual property from the Trek acquisition was considered unproven compounds, the success of which was uncertain at the time of the acquisition. Accordingly, the fair value of the consideration paid was charged as acquired research and development to current period operations.

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. We record an estimated valuation allowance on our deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Not required under Regulation S-K for “smaller reporting companies.”~~

~~ITEM 4. CONTROLS AND PROCEDURES~~

~~Evaluation of Disclosure Controls and Procedures~~

As required under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effectiveto ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Changes in Internal Controls over Financial Reporting~~

During the three months ended September 30, 2019, the Company hired an controller and upgraded its financial systems to establish a better system of maintaining appropriate segregation of duties and improve the oversight in the initiating and recording of transactions as part of the preparation of reliable financial statements and to avoid a potential misstatement that could result due to the deficient controls or the absence of sufficient other mitigating controls. In addition, the Company engaged outside experts to review, document and recommend improvements to our internal control policies and procedures.

There have been no other changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-(f) of the Exchange Act) that occurred during the last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

~~PART II. OTHER INFORMATION~~

~~ITEM 1. LEGAL PROCEEDINGS~~

~~None.~~

~~ITEM 1A. RISK FACTORS~~

~~Not required under Regulation S-K for “smaller reporting companies.”~~

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

From August 5, 2019 through September 5, 2019, NeuroClear Technologies, Inc and the Company entered into Securities Purchase Agreements with certain accredited investors, pursuant to which NeuroClear agreed to sell an aggregate of 739,000 shares of NeuroClear’ s common stock, par value $0.001 per share, at $5.00 per share, for an aggregate purchase price of $3,695,000. The Company is a party to the Securities Purchase Agreements with respect to a provision in each such agreement, which provides that in the event that (i) the NeuroClear common stock is not listed on a national securities exchange by October 31, 2020, or (ii) a change of control (as defined in the applicable Securities Purchase Agreement) of NeuroClear occurs, whichever is earlier, at the option of the holder of NeuroClear common stock, each share of NeuroClear common stock may be exchanged into 0.9 of a share of common stock of the Company.

~~The NeuroClear private placement and the potential exchange of NeuroClear’s common stock into the Company’s common stock are not registered under the Securities Act of 1933, as amended (the “~~~~Securities Act~~”), or the securities laws of any state, and the shares of NeurcoClear common stock and the shares of the Company’s common stock issuable upon the potential exchange of NeuroClear’s common stock into the Company’s common stock will be offered and sold, in reliance on the exemption from registration under the Securities Act, provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act. Each Investor represented that it is an accredited investor (as defined by Rule 501 under the Securities Act).

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~

~~None.~~

~~ITEM 4. MINE SAFETY DISCLOSURES~~

~~None.~~

~~ITEM 5. OTHER INFORMATION~~

On October 17, 2019, the Board approved an amendment to the Amended and Restated Bylaws of the Company to provide that elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified.

~~Table of Contents~~

ITEM 6. EXHIBITS

3.1	Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form S-1 filed on July 22, 2013)

3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-1 filed on July 22, 2013)

3.3	Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.3 to the Form S-1 filed on July 22, 2013)

3.4	Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.5 to the Form S-1/A filed on January 21, 2014)

3.5	Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.6 to the Form S-1/A filed on March 28, 2014)

3.6	Certificate of Fifth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 21, 2014)

3.7	Certificate of Sixth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 25, 2016)

3.8	Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 9, 2017)

3.9	Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on February 16, 2018)

3.10	Certificate of Seventh Amendment to the Amended and Restated Certificate of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 10, 2018)

3.11	Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.4 to the Form S-1 filed on July 22, 2013)

3.12	Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 27, 2019)

3.13*3.13	Amendment No. 1 to Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on October 22, 2019)
3.14	Certificate of Designations of Series F Junior Participating Preferred Stock of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on July 17, 2020)
4.1	Rights Agreement dated as of July 14, 2020 between BioSig Technologies, Inc. and Action Stock Transfer Corporation, as Rights Agent. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 17, 2020)
10.1	Form of Securities Purchase Agreement, dated ~~as of August 5, 2019,~~June 24, 2020, by and ~~between NeuroClear~~among BioSig Technologies, Inc. and ~~certain~~the purchasers ~~set forth therein~~thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on ~~August 5, 2019)~~June 26, 2020)

~~10.2~~10.2**	~~Form of Securities Purchase Agreement dated as of September 5, 2019, by and between~~Eighth Amendment to the BioSig Technologies, Inc. ~~and certain purchasers set forth therein~~2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on ~~September 5, 2019)~~June 30, 2020)

10.3*	~~Patent License Agreement, dated September 12, 2019, by and between Mayo Foundation for Medical Education and Research and BioSig Technologies, Inc.~~

10.4*	~~Lease Agreement, dated October 1, 2019, by and between CMD Holdings LLC and BioSig Technologies, Inc.~~

~~Table of Contents~~

31.01*31.01+	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02*31.02+	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01*	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 INS*	Inline XBRL Instance Document

101 SCH*	Inline XBRL Taxonomy Extension Schema Document

101 CAL*	Inline XBRL Taxonomy Calculation Linkbase Document

101 DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document

101 LAB*	Inline XBRL Taxonomy Labels Linkbase Document

101 PRE*	Inline XBRL Taxonomy Presentation Linkbase Document
104+	Cover Page Interactive Data File (formatted as Inline XBRL)

+ Filed herewith

* ~~Filed herewith.~~Previously filed as with the Quarterly Report on Form 10-Q filed on August 19, 2020.

** Indicates a management contract or compensatory plan.

~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIOSIG TECHNOLOGIES, INC.

Date: ~~October 23, 2019~~August 28, 2020	By:	/s/ ~~KENNETH~~Kenneth L. ~~LONDONER~~Londoner
		Kenneth L. Londoner
		Chairman & Chief Executive Officer (Principal Executive Officer)


Date: ~~October 23, 2019~~August 28, 2020	By:	/s/ ~~STEVEN CHAUSSY~~Steven Chaussy
		Steven Chaussy
		Chief Financial Officer (Principal Accounting Officer)

0001530766 2020-08-06

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

54 Wilton Road, 2^nd2nd Floor Westport, CT	06880	(203) 409-5444
(Address of principal executive office)	(Zip Code)	(Registrant’s telephone number, Including area code)

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

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

Explanatory Note			1

PART I. FINANCIAL INFORMATION

	~~ITEM 1.~~	~~Financial Statements~~

		~~Condensed consolidated balance sheets as of September 30, 2019 (unaudited) and December 31, 2018~~	3

		~~Condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018 (unaudited)~~	4

		~~Condensed consolidated statement of changes in equity for the three months ended September 30, 2019 (unaudited)~~	5

		~~Condensed consolidated statement of changes in equity for the three months ended September 30, 2018 (unaudited)~~	6

		~~Condensed consolidated statement of changes in equity for the nine months ended September 30, 2019 (unaudited)~~	7

		~~Condensed consolidated statement of changes in equity for the nine months ended September 30, 2018 (unaudited)~~	8

		~~Condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 (unaudited)~~	9

		~~Notes to condensed consolidated financial statements (unaudited)~~	~~10-23~~

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations	~~24-32~~
	~~ITEM 3.~~	~~Quantitative and Qualitative Disclosures about Market Risk~~	33
	~~ITEM 4.~~	~~Controls and Procedures~~	33

~~PART II. OTHER INFORMATION~~

	~~ITEM 1.~~	~~Legal Proceedings~~	34
	~~ITEM 1A.~~	~~Risk Factors~~	34
	~~ITEM 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	34
	~~ITEM 3.~~	~~Defaults Upon Senior Securities~~	34
	~~ITEM 4.~~	~~Mine Safety Disclosures~~	34
	~~ITEM 5.~~	~~Other Information~~	343
	ITEM 6.	Exhibits	3514

	SIGNATURES		3715

BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2019			2018
	(unaudited)
ASSETS
Current assets:
Cash	$	12,308,578		$	4,450,160
Vendor deposits		430,444			100,000
Prepaid expenses		143,499			78,442
Total current assets		12,882,521			4,628,602

Property and equipment, net		102,043			44,346

Right-to-use assets, net		732,411			-

Other assets:
Patents, net		369,288			268,796
Trademarks		1,125			850
Prepaid expenses, long term		32,101			-
Deposits		101,839			54,238

Total assets	$	14,221,328		$	4,996,832

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses, including $9,014 and $32,366 to related parties as of September 30, 2019 and December 31, 2018, respectively	$	724,450		$	954,655
Dividends payable		123,601			242,908
Lease liability, short term		365,351			-
Total current liabilities		1,213,402			1,197,563

Lease liability, long term		375,167			-
Total debt		1,588,569			1,197,563


Series C Preferred Stock, 215 and 475 shares issued and outstanding; liquidation preference of $215,000 and $475,000 as of September 30, 2019 and December 31, 2018, respectively		215,000			475,000

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 Preferred Stock; 215 and 475 Series C shares outstanding as of September 30, 2019 and December 31, 2018, respectively		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 22,032,342 and 16,868,783 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		22,032			16,869
Additional paid in capital		101,483,612			74,039,341
Subscriptions		501,000			-
Accumulated deficit		(89,994,559	)		(70,731,941	)
Total stockholders' equity attributable to BioSig Technologies, Inc		12,012,085			3,324,269
Non-controlling interest		405,674			-
Total equity		12,417,759			3,324,269

Total liabilities and equity	$	14,221,328		$	4,996,832

See the accompanying notes to the unaudited condensed consolidated financial statements

BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Operating expenses:
Research and development	$	1,643,659		$	744,173		$	4,950,457		$	3,056,101
General and administrative		3,841,189			2,405,722			14,380,898			8,492,070
Depreciation and amortization		18,510			2,977			36,424			8,806
Total operating expenses		5,503,358			3,152,872			19,367,779			11,556,977

Loss from operations		(5,503,358	)		(3,152,872	)		(19,367,779	)		(11,556,977	)

Other income (expense):
Interest income, net		39,354			1,943			84,623			2,291

Loss before income taxes		(5,464,004	)		(3,150,929	)		(19,283,156	)		(11,554,686	)

Income taxes (benefit)		-			-			-			-

Net loss		(5,464,004	)		(3,150,929	)		(19,283,156	)		(11,554,686	)

Preferred stock dividend		(4,877	)		(194,433	)		(20,286	)		(780,346	)

Net loss attributable to common stockholders		(5,468,881	)		(3,345,362	)		(19,303,442	)		(12,335,032	)

Non-controlling interest		20,538			-			20,538			-

NET LOSS ATTRIBUTABLE TO BIOSIG TECHNOLOGIES, INC.	$	(5,448,343	)	$	(3,345,362	)	$	(19,282,904	)	$	(12,335,032	)

Net loss per common share, basic and diluted	$	(0.25	)	$	(0.22	)	$	(0.96	)	$	(0.89	)

Weighted average number of common shares outstanding, basic and diluted		21,809,998			15,529,568			20,124,322			13,784,553

See the accompanying notes to the unaudited condensed consolidated financial statements

BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 2019

	Common stock				Additional Paid in					Accumulated			Non-controlling
	Shares		Amount		Capital			Subscription		Deficit			Interest			Total
Balance, June 30, 2019 (unaudited)		21,151,134	$	21,151	$	94,494,972		$	-	$	(84,551,093	)	$	-		$	9,965,030
Common stock issued for services		413,317		413		1,196,215			-		-			-			1,196,628
Sale of subsidiary shares to non-controlling interest		-		-		3,268,434			-		-			426,212			3,694,646
Common stock issued upon exercise of warrants at an average of $4.01 per share		432,867		433		1,735,950			-		-						1,736,383
Common stock issued upon exercise of options at $5.09 per share		4,000		4		20,356			-		-						20,360
Common stock issued upon cashless exercise of warrants		1,024		1		(1	)		-		-						-
Subscription received from sale of subsidiary shares to non-controlling interest		-		-		-			501,000		-			-			501,000
Stock based compensation		30,000		30		772,563			-		-						772,593
Preferred stock dividend		-		-		(4,877	)		-		-						(4,877	)
Net loss		-		-		-			-		(5,443,466	)		(20,538	)		(5,464,004	)
Balance, September 30, 2019 (unaudited)		22,032,342	$	22,032	$	101,483,612		$	501,000	$	(89,994,559	)	$	405,674		$	12,417,759

See the accompanying notes to the unaudited condensed consolidated financial statements

BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 2018

	Series E Preferred stock						Common stock				Additional Paid in			Common stock		Accumulated
	Shares			Amount			Shares		Amount		Capital			Subscription		Deficit			Total
Balance, June 30, 2018 (unaudited)		1,000		$	1			14,683,722	$	14,683	$	64,947,253		$	-	$	(61,884,381	)	$	3,077,556
Common stock issued for services		-			-			40,400		41		237,259			-		-			237,300
Sale of common stock		-			-			709,876		710		3,870,566			-		-			3,871,276
Common stock issued upon exercise of warrants at $3.75 per share		-			-			416,674		417		1,592,029			-		-			1,592,446
Common stock issued upon cashless exercise of warrants		-			-			18,872		19		(19	)		-		-			-
Common stock issued upon exercise of options at $4.40 per share		-			-			140,001		140		615,460			-		-			615,600
Common stock issued upon conversion of Series C Preferred Stock at $3.75 per share		-			-			26,667		27		99,973			-		-			100,000
Common stock issued settlement of Series C Preferred Stock accrued dividends at $4.08 per share		-			-			9,368		9		46,644			-		-			46,653
Common stock issued upon conversion of Series E Preferred Stock at $3.75 per share		(625	)		(1	)		250,000		250		(249	)		-		-			-
Common stock issued in settlement of Series E Preferred Stock accrued dividends at $4.65 per share		-			-			42,356		42		196,833			-		-			196,875
Stock based compensation		-			-			-		-		160,085			-		-			160,085
Preferred stock dividend		-			-			-		-		(194,433	)		-		-			(194,433	)
Net loss		-			-			-		-		-			-		(3,150,929	)		(3,150,929	)
Balance, September 30, 2018 (unaudited)		375		$	-			16,337,936	$	16,338	$	71,571,401		$	-	$	(65,035,310	)	$	6,552,429

See the accompanying notes to the unaudited condensed consolidated financial statements

BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2019

	Common stock				Additional Paid in					Accumulated			Non-controlling
	Shares		Amount		Capital			Subscription		Deficit			Interest			Total
Balance, December 31, 2018		16,868,783	$	16,869	$	74,039,341		$	-	$	(70,731,941	)	$	-		$	3,324,269
Common stock issued for services		973,317		973		5,802,455			-		-			-			5,803,428
Sale of common stock		2,155,127		2,155		8,617,123			-		-			-			8,619,278
Sale of subsidiary shares to non-controlling interest		-		-		3,268,434			-		-			426,212			3,694,646
Common stock issued upon exercise of warrants at an average of $4.07 per share		1,562,896		1,563		6,353,307			-		-						6,354,870
Common stock issued upon exercise of options at an average of $4.77 per share		97,500		98		465,100			-		-			-			465,198
Common stock issued upon cashless exercise of warrants		161,986		162		(162	)		-		-			-			-
Common stock issued upon cashless exercise of options		38,687		39		(39	)		-		-			-			-
Common stock issued upon conversion of Series C Preferred Stock at $3.75 per share		69,335		69		259,931			-		-			-			260,000
Common stock issued settlement of Series C Preferred Stock accrued dividends at $6.53 per share		21,379		21		139,571			-		-			-			139,592
Subscription received from sale of subsidiary shares to non-controlling interest		-		-		-			501,000		-			-			501,000
Change in fair value of modified options		-		-		666,062			-		-			-			666,062
Stock based compensation		83,332		83		1,892,775			-		-			-			1,892,858
Preferred stock dividend		-		-		(20,286	)		-		-			-			(20,286	)
Net loss		-		-		-			-		(19,262,618	)		(20,538	)		(19,283,156	)
Balance, September 30, 2019 (unaudited)		22,032,342	$	22,032	$	101,483,612		$	501,000	$	(89,994,559	)	$	405,674		$	12,417,759

See the accompanying notes to the unaudited condensed consolidated financial statements

BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2018

	Series D Preferred stock						Series E Preferred stock						Common stock				Additional Paid in			Common stock			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Capital			Subscription			Deficit			Total
Balance, December 31, 2017		1,334		$	1			-		$	-			11,728,482	$	11,728	$	53,233,228		$	29,985		$	(56,524,786	)	$	(3,249,844	)
Reclassify fair value of derivative and warrant liabilities to equity upon adoption of ASU 2017-11		-			-			-			-			-		-		-			-			3,044,162			3,044,162
Sale of Series E Preferred stock		-			-			1,000			1			-		-		1,492,968			-			-			1,492,969
Common stock issued for services		-			-			-			-			620,400		621		2,768,179			-			-			2,768,800
Sale of common stock		-			-			-			-			2,123,078		2,123		9,167,583			(29,985	)		-			9,139,721
Common stock issued upon exercise of warrants at $3.81 per share		-			-			-			-			530,780		531		2,019,811			-			-			2,020,342
Common stock issued upon exercise of options at $4.40 per share		-			-			-			-			140,001		140		615,460			-			-			615,600
Common stock issued upon cashless exercise of warrants		-			-			-			-			18,872		19		(19	)		-			-			-
Common stock issued upon conversion of Series C Preferred Stock at $3.75 per share		-			-			-			-			136,002		136		509,864			-			-			510,000
Common stock issued settlement of Series C Preferred Stock accrued dividends at $4.19 per share		-			-			-			-			56,000		56		234,403			-			-			234,459
Common stock issued upon conversion of Series D Preferred Stock at $3.75 per share		(1,334	)		(1	)		-			-			533,600		534		(533	)		-			-			-
Common stock issued settlement of Series D Preferred Stock accrued dividends at $3.41 per share		-			-			-			-			158,365		158		540,113			-			-			540,271
Common stock issued upon conversion of Series E Preferred Stock at $3.75 per share		-			-			(625	)		(1	)		250,000		250		(249	)		-			-			-
Common stock issued in settlement of Series E Preferred Stock accrued dividends at $4.65 per share		-			-			-			-			42,356		42		196,833			-			-			196,875
Stock based compensation		-			-			-			-			-		-		1,574,106			-			-			1,574,106
Preferred stock dividend		-			-			-			-			-		-		(780,346	)		-			-			(780,346	)
Net loss		-			-			-			-			-		-		-			-			(11,554,686	)		(11,554,686	)
Balance, September 30, 2018 (unaudited)		-		$	-			375		$	-			16,337,936	$	16,338	$	71,571,401		$	-		$	(65,035,310	)	$	6,552,429

See the accompanying notes to the unaudited condensed consolidated financial statements

BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Nine months ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(19,283,156	)	$	(11,554,686	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		36,424			8,806
Equity based compensation		7,696,286			4,342,906
Change in fair value of modified options		666,062			-
Changes in operating assets and liabilities:
Vendor deposits		(330,444	)		-
Prepaid expenses		(97,158	)		(29,349	)
Security deposit		(47,601	)		(44,619	)
Accounts payable and accrued expenses		(226,829	)		(10,783	)
Lease liability, net		4,730			-
Deferred rent payable		-			1,404
Net cash used in operating activities		(11,581,686	)		(7,286,321	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments of patent costs		(111,316	)		(227,846	)
Payment of trademark costs		(275	)		(850	)
Purchase of property and equipment		(83,297	)		(21,674	)
Net cash used in investing activity		(194,888	)		(250,370	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		8,619,278			9,139,721
Proceeds from sale of subsidiary stock to non-controlling interest		3,694,646			-
Subscription received from subsidiary stock subscription from non-controlling interest		501,000			-
Proceeds from sale of Series E preferred stock		-			1,492,969
Proceeds from exercise of warrants		6,354,870			2,020,342
Proceeds from exercise of options		465,198			615,600
Net cash provided by financing activities		19,634,992			13,268,632

Net increase in cash and cash equivalents		7,858,418			5,731,941

Cash and cash equivalents, beginning of the period		4,450,160			1,547,579
Cash and cash equivalents, end of the period	$	12,308,578		$	7,279,520

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for income taxes	$	-		$	-

Non cash investing and financing activities:
Common stock issued upon conversion of Series C Preferred Stock and accrued dividends	$	399,592		$	744,459
Common stock issued upon conversion of Series D Preferred Stock and accrued dividends	$	-		$	540,271
Common stock issued upon conversion of Series E Preferred Stock and accrued dividends	$	-		$	196,875
Reclassify fair value of derivative and warrant liabilities to equity upon adoption of ASU 2017-11	$	-		$	3,044,162
Dividend payable on preferred stock charged to additional paid in capital	$	20,286		$	780,346
Right-to-use assets and lease liability recorded upon adoption of ASC 842	$	422,215		$	-
Record right-to-use assets and related lease liability	$	511,236		$	-

See the accompanying notes to the unaudited condensed consolidated financial statements

	September 30, 2019		September 30, 2018
Series C convertible preferred stock		57,334		126,667
Series E convertible preferred stock		-		150,000
Options to purchase common stock		3,667,238		3,358,130
Warrants to purchase common stock		2,477,245		5,070,018
Totals		6,201,817		8,704,815

	September 30, 2019			December 31, 2018
Computer equipment	$	135,162		$	105,447
Furniture and fixtures		54,550			32,619
Subtotal		189,712			138,066
Less accumulated depreciation		(87,669	)		(93,720	)
Property and equipment, net	$	102,043		$	44,346

	September 30, 2019
Los Angeles, CA, Suite 740	$	218,875
Los Angeles, CA, Suite 745		277,592
Los Angeles, CA, Storage		4,960
Westport, CT, 54 Wilton Rd		506,276
Subtotal		1,007,703
Less accumulated depreciation		(275,292	)
Right to use assets, net	$	732,411

	September 30, 2019
Los Angeles, CA, Suite 740	$	135,879
Los Angeles, CA, Suite 745		172,612
Los Angeles, CA, Storage		4,725
Westport, CT, 54 Wilton Rd		427,302
Total lease liability		740,518
Less: short term portion		(365,351	)
Long term portion	$	375,167

Options Outstanding						Options Exercisable
				Weighted
				Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	2.51-5.00		1,538,361		7.9		1,115,031
	5.01-7.500		1,850,544		3.1		1,643,895
	7.51-10.00		278,333		7.9		133,196
			3,667,238		5.5		2,892,122

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2018		3,135,828		$	5.34		5.2	$	311,545
Grants		963,333			5.58		10.0	$	-
Exercised		(227,923	)	$	4.92		2.33
Forfeited/expired		(204,000	)	$	5.51
Outstanding at September 30, 2019		3,667,238		$	5.42		5.51	$	10,714,636
Exercisable at September 30, 2019		2,892,122		$	5.39		5.40	$	8,480,496

~~Risk-free interest rate~~		~~2.33% - 2.40~~	%
~~Dividend yield~~		0	%
~~Stock price volatility~~		~~89.97~~	%
~~Expected life~~	~~0.12– 2 years~~

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2018		4,579,511		$	4.73		1.5	$	1,924,388
Grants		-
Exercised		(1,868,969	)	$	4.02
Expired		(233,297	)	$	7.24		-		-
Outstanding at September 30, 2019		2,477,245		$	5.03		1.0	$	8,512,797

Vested and expected to vest at September 30, 2019		2,477,245		$	5.03		1.0	$	8,512,797
Exercisable at September 30, 2019		2,477,245		$	5.03		1.0	$	8,512,797

Three months ended December 31, 2019	$	102,007
Year ended December 31, 2020		413,988
Year ended December 31, 2021		286,256
Total		802,251
Less: Present value discount		(61,733	)
Lease liability	$	740,518

Operating lease expense	$	102,394
Short-term lease expense		31,492
Variable lease expense		(100	)
	$	133,786

Operating lease expense	$	232,427
Short-term lease expense		64,252
Variable lease expense		1,512
	$	298,191

	September 30, 2019		December 31, 2018
Accrued accounting and legal	$	195,808	$	59,439
Accrued reimbursements and travel		57,103		27,853
Accrued consulting		90,138		89,718
Accrued research and development expenses		336,204		351,631
Accrued office and other		16,713		14,304
Accrued payroll and related expenses		15,151		395,000
Deferred rent		-		3,377
Accrued settlement related to arbitration		13,333		13,333
	$	724,450	$	954,655

Risk-free interest rate		1.85% - 2.74	%
Dividend yield		0	%
Stock price volatility		90.06% to 91.55	%
Expected life	6 – 10 years
Weighted average grant date fair value	$	4.606

~~Total restricted shares issued as of December 31, 2018~~	-
~~Granted~~	~~330,000~~
~~Vested and issued~~	~~(83,332~~	)
~~Vested restricted shares as of September 30, 2019~~	-
~~Unvested restricted shares as of September 30, 2019~~	~~246,668~~

Exercise		Number		Expiration
Price		Outstanding		Date
$	0.0025		153,328	January 2020
$	3.75		1,013,427	October 2019 to January 2021
$	4.375		602,272	April 2021 to May 2021
$	4.60		9,167	January 2020
$	5.05		8,566	January 2020
$	6.85		209,377	July 2021 to August 2021
$	9.375		481,108	March 2020
			2,477,245

Net loss	$	(239,308	)
Average Non-controlling interest percentage of profit/losses		8.58	%
Net loss attributable to the non-controlling interest	$	(20,538	)

Balance, December 31, 2018	$	-
Allocation of equity to non-controlling interest due to sale of subsidiary stock		426,212
Net loss attributable to non-controlling interest		(20,538	)
Balance, September 30, 2019	$	405,674

●	~~On July 24, 2019 we announced the appointment of Julie Stephenson, former Director of Medical Education at Medtronic, as Senior Director of Clinical Affairs.~~

●	On August 1, 2019, we announced that the US Patent & Trademark Office allowed another foundational patent including an additional 29 patent claims covering our PURE EP™ System entitled, “Systems and Methods for Signal Acquisition and Visualization.”

●	~~On September 5, 2019, we announced our subsidiary, NeuroClear Technologies, Inc. raised $3.7 million to develop solutions to advance bioelectronic medicine.~~

●	~~On September 12, 2019, we announced the signing of a new licensing agreement with Mayo Clinic to support development of advanced features of the PURE EP™ System.~~

●	~~On September 18, 2019, Dr. Asirvatham’s team at Mayo performed our nineteenth pre-clinical study at Mayo Clinic~~same clinical study. To date, 54 patients have been enrolled in ~~Rochester, Minnesota.~~

●	~~On September 26, 2019, we announced the appointment of Martha Pease, Fortune 500 business veteran and global marketing and strategy leader, as independent director on our board.~~

●	~~On September 30, 2019, we announced the PURE EP~~^TM ~~System will be highlighted in a poster presentation at the Venice Arrhythmias conference being held on October 3-5, 2019 in Venice, Italy. The poster titled,~~ ~~“Use of a Novel Intracardiac Signal Processing System during Mapping of Complex Cardiac Arrhythmias”~~ is authored by Amin Al-Ahmad, M.D., Carola Gianni, M.D., Domenico G. Della Rocca, M.D., J. David Burkhardt, M.D., Rodney P. Horton, M.D., G. Joseph Gallinghouse, M.D., Patrick M. Hranitzky, M.D., Javier E. Sanchez, M.D., Luigi Di Biase, M.D. and Andrea Natale, M.D. from Texas Cardiac Arrhythmia Institute in Austin, TX. The clinical data presented in the poster was collected during two atrial fibrillation cases conducted with PURE EP^TM ~~System in February 2019.~~

	September 30, 2019		September 30, 2018		June 30, 2020		June 30, 2019
Salaries and equity compensation	$	1,005,256	$	271,151	$	756,726	$	736,352
Consulting expenses		139,261		270,679		1,144,698		195,995
Research studies and design work		326,751		169,497		318,625		799,994
Acquired Research and Development		100,000		-		2,355,411		-
Data/AI development						126,000		-
Regulatory						5,280		-
Product development						833,145		-
Formulation						114,894		-
Travel, supplies, other		72,391		32,846		63,405		85,618
Total	$	1,643,659	$	744,173	$	5,718,184	$	1,817,959