UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM 10-Q~~

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~ September 30, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38659

BIOSIG TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

55 Greens Farms Road, 1st Floor Westport, CT		06880
(Address of principal executive office)		(Zip Code)

~~(203) 409-5444~~
~~(Registrant’s telephone number, including area code)~~

(203)409-5444

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share	~~BSGM~~	BSGM		The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ ~~229.405~~232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 15,~~November 13, 2023, there were ~~70,485,322~~88,107,565 shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I.FINANCIAL INFORMATION

	ITEM 1.	Financial Statements

		Condensed consolidated balance sheets as of ~~March 31,~~September 30, 2023 (unaudited) and December 31, 2022	3

		Condensed consolidated statements of operations for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022 (unaudited)	4

		Condensed consolidated statement of changes in equity (deficit) for the three and nine months ended September 30, 2023 (unaudited)	5

		Condensed consolidated statement of changes in equity for the three and nine months ended ~~March 31, 2023~~September 30, 2022 (unaudited)	5 6

		~~Condensed consolidated statement of changes in equity for the three months ended March 31, 2022 (unaudited)~~	6

		Condensed consolidated statements of cash flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 (unaudited)	7

		Notes to condensed consolidated financial statements (unaudited)	~~8-26~~ 8-32

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~27-34~~ 33-43
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	34 44
	ITEM 4.	Controls and Procedures	34 44

PART II.OTHER INFORMATION

	ITEM 1.	Legal Proceedings	36 45
	ITEM 1A.	Risk Factors	36 46
	ITEM 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	36 47
	ITEM 3.	Defaults Upon Senior Securities	36 47
	ITEM 4.	Mine Safety Disclosures	36 47
	ITEM 5.	Other Information	36 47
	ITEM 6.	Exhibits	37 48

	SIGNATURES		39 50

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~BIOSIG TECHNOLOGIES, INC.~~
~~CONDENSED CONSOLIDATED BALANCE SHEETS~~
~~(In Thousands, Except Par Value and Share Amounts)~~

BIOSIG TECHNOLOGIES, INC.

March 31,

December 31,

2023

2022

(unaudited)

ASSETS

Current assets:

Cash
$ 1,412 $ 357
Accounts receivable
17 9
Inventory, short term
345 336
Net investment in leases, short term
101 101
Prepaid expenses and vendor deposits
275 325
Total current assets
2,150 1,128

Property and equipment, net
630 665

Right-to-use assets, net
634 705

Other assets:

Inventory, long term
1,142 1,141
Net investment in leases, long term
94 120
Patents, net
303 307
Other assets
244 44

Total assets
$ 5,197 $ 4,110

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued expenses, including $0 and $120 to related parties as of March 31, 2023 and December 31, 2022, respectively
$ 2,392 $ 2,852
Customer deposits
8 -
Deferred revenue, short term
- 5
Dividends payable
93 91
Lease liability, short term
321 313
Total current liabilities
2,814 3,261

Lease liability, long term
368 452
Total long-term liabilities
368 452

Total liabilities
3,182 3,713

Commitments and contingencies (Note 11)

Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, 105 shares issued and outstanding; liquidation preference of $105 as of March 31, 2023 and December 31, 2022
105 105

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, 200,000 shares of Series F Preferred Stock, 105 shares of Series C outstanding as of March 31, 2023 and December 31, 2022 (see above)
- -
Common stock, $0.001 par value, authorized 200,000,000 shares, 66,857,687 and 54,610,638 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively
67 55
Additional paid in capital
225,215 216,232
Accumulated deficit
(223,306 ) (215,974 )
Total stockholders' equity attributable to BioSig Technologies, Inc.
1,976 313
Non-controlling interest
(66 ) (21 )
Total equity
1,910 292

Total liabilities and equity
$ 5,197 $ 4,110

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value and Share Amounts)

	September 30,			December 31,
	2023			2022
	(unaudited)
ASSETS
Current assets:
Cash	$	389		$	357
Accounts receivable		14			9
Inventory, short term		219			336
Deferred expenses, short term		5			-
Net investment in leases, short term		102			101
Prepaid expenses and other current assets		322			325
Total current assets		1,051			1,128

Property and equipment, net		593			665

Right-to-use assets, net		487			705

Other assets:
Inventory, long term		-			1,141
Net investment in leases, long term		43			120
Patents, net		293			307
Other assets		687			44

Total assets	$	3,154		$	4,110

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses, including $0 and $120 to related parties as of September 30, 2023 and December 31, 2022, respectively	$	3,470		$	2,852
Customer deposits		4			-
Deferred revenue, short term		-			5
Dividends payable		98			91
Lease liability, short term		339			313
Total current liabilities		3,911			3,261

Lease liability, long term		193			452
Total long-term liabilities		193			452

Total liabilities		4,104			3,713

Commitments and contingencies (Note 11)		-			-

Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, 105 shares issued and outstanding; liquidation preference of $105 as of September 30, 2023 and December 31, 2022		105			105

(Deficit) 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, 200,000 shares of Series F Preferred Stock. 105 shares of Series C outstanding as of September 30, 2023 and December 31, 2022 (see above)		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 79,243,833 and 54,610,638 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		79			55
Additional paid in capital		237,727			216,232
Accumulated deficit		(238,966	)		(215,974	)
Total stockholders’ equity (deficit) attributable to BioSig Technologies, Inc.		(1,160	)		313
Non-controlling interest		105			(21	)
Total (deficit) equity		(1,055	)		292

Total liabilities and (deficit) equity	$	3,154		$	4,110

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial ~~Statements.~~Statements

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~
~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~
~~(In Thousands, Except Par Value and Share Amounts)~~
*~~(unaudited)~~*

Three months ended March 31,

2023

2022

Revenue:

Service
$ 5 $ 8
Total revenue
5 8

Operating expenses:

Research and development
1,062 1,617
General and administrative
6,245 6,401
Depreciation and amortization
84 55
Total operating expenses
7,391 8,073

Loss from operations
(7,386
)
(8,065
)

Other income (expense):

Interest income, net
4 -

Loss before income taxes
(7,382
)
(8,065
)

Income taxes (benefit)
- -

Net loss
(7,382
)
(8,065
)

Non-controlling interest
50 102

Net loss attributable to BioSig Technologies, Inc.
(7,332
)
(7,963
)

Preferred stock dividend
(2
)
(2
)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
$ (7,334
)
$ (7,965
)

Net loss per common share, basic and diluted
$ (0.12
)
$ (0.22
)

Weighted average number of common shares outstanding, basic and diluted
61,426,514 35,997,298

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	2023			2022			2023			2022
	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Revenue:
Product	$	-		$	127		$	-		$	127
Service		1			8			6			24
Total revenue		1			135			6			151

Cost of revenue		-			30			-			30

Gross profit		1			105			6			121

Operating expenses:
Research and development		1,145			1,733			3,916			4,701
General and administrative		2,815			4,774			18,167			15,477
Depreciation and amortization		92			84			268			210
Total operating expenses		4,052			6,591			22,351			20,388

Loss from operations		(4,051	)		(6,486	)		(22,345	)		(20,267	)

Other income (expense):
Interest income, net		1			1			8			1
Other income (expense), net:		-			-			(225	)		-

Loss before income taxes		(4,050	)		(6,485	)		(22,562	)		(20,266	)

Income taxes (benefit)		-			-			-			-

Net loss		(4,050	)		(6,485	)		(22,562	)		(20,266	)

Non-controlling interest		(517	)		113			(430	)		172

Net loss attributable to BioSig Technologies, Inc.		(4,567	)		(6,372	)		(22,992	)		(20,094	)

Preferred stock dividend		(2	)		(2	)		(7	)		(7	)
Preferred stock deemed dividend		-			(17	)		-			(125	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(4,569	)	$	(6,391	)	$	(22,999	)	$	(20,226	)

Net loss per common share, basic and diluted	$	(0.06	)	$	(0.14	)	$	(0.33	)	$	(0.50	)

Weighted average number of common shares outstanding, basic and diluted		75,372,373			45,015,574			69,077,898			40,311,669

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial ~~Statements.~~Statements

~~Table of Contents~~

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(In Thousands, Except Par Value and Share Amounts)

					Additional
	Common stock				Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2022		54,610,638	$	55	$	216,232		$	(215,974	)	$	(21	)	$	292
Common stock issued for services		1,167,500		1		1,096			-			-			1,097
Common stock issued in settlement of accounts payable		88,000		-*		105			-			-			105
Sale of common stock and warrants, net transactional costs of $482		8,500,300		8		6,740			-			-			6,748
Stock based compensation		2,491,249		3		1,044			-			5			1,052
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(7,332	)		(50	)		(7,382	)
Balance, March 31, 2023 (unaudited)		66,857,687		67		225,215			(223,306	)		(66	)		1,910
Common stock issued for services		3,854,346		4		4,807			-			-			4,811
Sale of common stock and warrants, net transactional costs of $201		2,590,906		2		3,243			-			-			3,245
Sale of subsidiary stock		-		-		1,379			-			188			1,567
Common stock issued for exercise of warrants cashlessly		43,601		-*		-*			-			-			-
Stock based compensation		110,835		-*		(73	)		-			4			(69	)
Preferred stock dividend		-		-		(3	)		-			-			(3	)
Net loss		-		-		-			(11,093	)		(37	)		(11,130	)
Balance, June 30, 2023 (unaudited)		73,457,375		73		234,568			(234,399	)		89			331
Common stock issued for services		1,503,000		2		935			-			-			937
Sale of common stock and warrants, net of transactional costs of $237		3,917,348		4		2,620			-			-			2,624
Sale of common stock under at-the-market offerings, net of transactional expenses of $164		298,610		-*		(3	)		-			-			(3	)
Sale of subsidiary stock		-		-		296			-			108			404
Stock based compensation		67,500		-*		(687	)					(609	)		(1,296	)
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(4,567	)		517			(4,050	)
Balance, September 30, 2023 (unaudited)		79,243,833	$	79	$	237,727		$	(238,966	)	$	105		$	(1,055	)

Additional

Non-

Common stock

Paid in

Accumulated

controlling

Shares

Amount

Capital

Deficit

Interest

Total

Balance, December 31, 2022
54,610,638 $ 55 $ 216,232 $ (215,974
)
$ (21
)
$ 292
Common stock issued for services
1,167,500 1 1,096 - - 1,097
Common stock issued in settlement of accounts payable
88,000 * 105 - - 105
Sale of common stock and warrants, net transactional costs of $482
8,500,300 8 6,740 - - 6,748
Stock based compensation
2,491,249 3 1,044 - 5 1,052
Preferred stock dividend
- - (2
)
- - (2
)
Net loss
- - - (7,332
)
(50
)
(7,382
)
Balance, March 31, 2023 (unaudited)
66,857,687 $ 67 $ 225,215 $ (223,306
)
$ (66
)
$ 1,910

* - less than $1

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial ~~Statements.~~Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

(In Thousands, Except Par Value and Share Amounts)

	Shares		Amount		Capital			Deficit			Interest			Total
	Common stock				Additional Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2021		35,567,180	$	36	$	201,127		$	(188,922	)	$	219		$	12,460
Common stock issued for services		1,312,500		1		1,600			-			-			1,601
Change in fair value of modified options		-		-		15			-			-			15
Sale of common stock and warrants, net transactional costs of $3		2,613,130		2		3,000			-			-			3,002
Stock based compensation		66,249		-*		500			-			(101	)		399
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(7,963	)		(102	)		(8,065	)
Balance, March 31, 2022 (unaudited)		39,559,059		39		206,240			(196,885	)		16			9,410
Common stock issued for services		567,500		1		482			-			-			483
Sale of common stock under at-the-market offerings, net of transaction expenses of $46		322,404		-*		302			-			-			302
Sale of common stock, net transactional costs of $438		4,341,667		5		2,813			-			-			2,818
Sale of common stock and warrants		4,341,667		5		2,813			-			-			2,818
Issuance of subsidiary stock in settlement of debt to parent		-		-		(292	)					292			-
Stock based compensation		21,250		-*		(86	)		-			(231	)		(317	)
Accretion of deemed preferred stock dividend		-		-		108			-			-			108
Deemed preferred stock dividend		-		-		(108	)		-			-			(108	)
Preferred stock dividend		-		-		(3	)		-			-			(3	)
Net loss		-		-		-			(5,759	)		43			(5,716	)
Balance, June 30, 2022 (unaudited)		44,811,880		45		209,456			(202,644	)		120			6,977
Balance		44,811,880		45		209,456			(202,644	)		120			6,977
Sale of common stock under at-the-market offerings, net of transaction expenses of $21		914,822		1		806			-			-			807
Sale of common stock under at-the-market offerings		914,822		1		806			-			-			807
Stock based compensation		71,250		-*		532						5			537
Accretion of deemed preferred stock dividend		-		-		17			-			-			17
Deemed preferred stock dividend		-		-		(17	)		-			-			(17	)
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(6,372	)		(113	)		(6,485	)
Balance, September 30, 2022 (unaudited)		45,797,952	$	46	$	210,792		$	(209,016	)	$	12		$	1,834
Balance		45,797,952	$	46	$	210,792		$	(209,016	)	$	12		$	1,834

*	- less than $1

See the accompanying notes to the unaudited condensed consolidated financial statements

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY~~

~~THREE MONTHS ENDED MARCH 31, 2022~~

~~(In Thousands, Except Par Value and Share Amounts)~~

Additional
Non-

Common stock

Paid in

Accumulated

controlling

Shares

Amount

Capital

Deficit

Interest

Total

Balance, December 31, 2021
35,567,180 $ 36 $ 201,127 $ (188,922 ) $ 219 $ 12,460
Common stock issued for services
1,312,500 1 1,600 - - 1,601
Change in fair value of modified options
- - 15 - - 15
Sale of common stock and warrants, net transactional costs of $3
2,613,130 2 3,000 - - 3,002
Stock based compensation
6,249 * 500 - (101 ) 399
Preferred stock dividend
- - (2 ) - - (2 )
Net loss
- - - (7,963 ) (102 ) (8,065 )
Balance, March 31, 2022 (unaudited)
39,559,059 $ 39 $ 206,240 $ (196,885 ) $ 16 $ 9,410

* - less than $1

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	2023			2022
	Nine months ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(22,562	)	$	(20,266	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		268			210
Non-cash lease expense		216			244
Non-cash inventory write-down		1,307			-
Equity based compensation		6,532			2,703
Change in fair value of modified options		-			15
Changes in operating assets and liabilities:
Accounts receivable		(5	)		(5	)
Lease receivables		75			(114	)
Employee advances		(16	)		-
Inventory		(49	)		70
Prepaid expenses and other assets		(625	)		(104	)
Deferred expense		(4	)		-
Deferred revenue		(5	)		(24	)
Customer deposits		4			-
Accounts payable and accrued expenses		724			(87	)
Operating lease liabilities		(231	)		(233	)
Net cash used in operating activities		(14,371	)		(17,591	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(182	)		(110	)
Net cash used in investing activity		(182	)		(110	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock and warrants, net of issuance costs		12,617			5,820
Proceeds from sale of common stock under at-the-market offerings, net of issuance costs		(3	)		1,109
Proceeds from the sale of subsidiary stock to non-controlling interest, net of issuance costs		1,971			-
Net cash provided by financing activities		14,585			6,929

Net increase (decease) in cash and cash equivalents		32			(10,772	)

Cash, beginning of the period		357			11,659
Cash, end of the period	$	389		$	887

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 in settlement of debt	$	105		$	-
Dividend payable on preferred stock charged to additional paid in capital	$	7		$	7
Series C convertible preferred stock deemed dividend	$	-		$	125
Record right-to-use assets and related lease liability	$	-		$	502

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial ~~Statements.~~Statements

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~
~~(In Thousands, Except Par Value and Share Amounts)~~
~~(unaudited)~~

Three months ended March 31,

2023

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss
$ (7,382 ) $ (8,065 )
Adjustments to reconcile net loss to cash used in operating activities:

Depreciation and amortization
84 55
Non-cash lease expense
71 85
Equity based compensation
2,149 2,000
Change in fair value of modified options
- 15
Changes in operating assets and liabilities:

Accounts receivable
(8 ) -
Lease receivables
25 -
Inventory
(9 ) (145 )
Prepaid expenses and other
(151 ) 43
Deferred revenue
(5 ) (8 )
Customer deposits
8 -
Accounts payable and accrued expenses
(355 ) 165
Operating lease liabilities
(75 ) (86 )
Net cash used in operating activities
(5,648 ) (5,941 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment
(45 ) (55 )
Net cash used in investing activity
(45 ) (55 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common stock and warrants, net of issuance costs
6,748 3,002
Net cash provided by financing activities
6,748 3,002

Net increase (decrease) in cash and cash equivalents
1,055 (2,994 )

Cash, beginning of the period
357 11,659
Cash, end of the period
$ 1,412 $ 8,665

Supplemental disclosures of cash flow information:

Cash paid during the period for interest
$ - $ -
Cash paid during the period for income taxes
$ - $ -

Noncash investing and financing activities:

Common stock issued in settlement of debt
$ 105 $ -
Dividend payable on preferred stock charged to additional paid in capital
$ 2 $ 2

~~The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.~~

~~Table of Contents~~

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~SEPTEMBER 30, 2023

(unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Business and organization

BioSig Technologies, Inc. (“BioSig” or 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 standard care in electrophysiology with our PURE EP ~~System’s~~Platform’s enhanced signal acquisition, digital signal processing, and analysis during ablation of cardiac arrhythmias. The Company has generated minimal revenue to date and consequently its operations are subject to all risks inherent in business enterprises in early commercialization stage.

On November 7, 2018, the Company formed a subsidiary under the laws of the State of Delaware originally under the name of NeuroClear Technologies, Inc. which was renamed to ViralClear Pharmaceuticals, Inc. (“ViralClear”) in March 2020. The subsidiary was established to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology.

As of ~~March 31,~~September 30, 2023, the Company had a majority interest in ViralClear of ~~69.08%~~69.08%.

On July 2, 2020, the Company formed an additional subsidiary, NeuroClear Technologies, Inc., a Delaware ~~corporation.~~corporation, which was renamed to BioSig AI Sciences, Inc. (“BioSig AI”) on May 31, 2023. The subsidiary was established to pursue clinical needs of cardiac and neurological disorders through recordings and analyses of action potentials. BioSig AI aims to contribute to the advancements of AI-based diagnoses and therapies. In June and July 2023, BioSig AI sold an aggregate of 2,205,000 shares of its common stock for net proceeds of $1,971,277 to fund initial operations. At September 30, 2023, the Company had a majority interest in BioSig AI of 84.5% (see Notes 8 and 10).

The unaudited condensed consolidated financial statements include the accounts of BioSig Technologies, Inc., ~~its wholly owned subsidiary, NeuroClear Technologies, Inc.~~ and its majority owned ~~subsidiary,~~subsidiaries, ViralClear ~~Pharmaceuticals, Inc. as the “Company” or “BioSig”.~~and BioSig AI.

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, 2022 has been derived from audited financial statements.

Operating results for the three and nine months ended ~~March 31,~~September 30, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022 filed with the Company’s Form 10-K with the Securities and Exchange Commission on March 31, 2023.

COVID-19

The World Health Organization ~~recently~~ determined that COVID-19 no longer fit the definition of a public health emergency and the U.S. government ~~has announced its plan to~~ let the declaration of a public health emergency associated with COVID-19 expire on May 11, 2023. COVID-19 is expected to remain a serious endemic threat for an indefinite future period and may continue to adversely affect the global economy, resulting in delays to our commercialization objectives of the PURE EP ~~Systems~~Platform during 2023.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Inflation Reduction Act of 2022

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on ~~"adjusted~~“adjusted financial statement income,"” which is effective for tax years beginning after December 31, 2022, and a one percent excise tax on net repurchases of stock after December 31, 2022. The Company ~~is continuing to evaluate~~evaluated the Inflation Reduction Act and its requirements, as well as ~~the~~its application to our business, ~~but at this time does not expect~~and determined the Inflation Reduction Act to not have a material impact on our financial results.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

NOTE 2 –GOING CONCERN AND ~~MANAGEMENT~~’SMANAGEMENT’S LIQUIDITY PLANS

As of ~~March 31,~~September 30, 2023, the Company had cash of ~~$1.4~~$0.4 million and working capital deficit of ~~$(0.7)~~$(2.9) million. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company used net cash in operating activities of ~~$5.6~~$14.4 million. ~~These conditions raise substantial doubt about the Company’s ability to continue as a going concern.~~

The Company’s primary source of operating funds since inception has been cash proceeds from the sale of 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’s plans include the continued commercialization of the PURE EP ~~System~~Platform and other applications of our core technology and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. The Company’s strategic shift from a focus on technology development to commercialization will allow the Company to significantly reduce operating expenses.

The Company will require additional financing to fund future operations. Further, although the Company began commercial ~~operations;~~operations, there is no assurance that the Company will be able to generate sufficient cash flow to fund operations. In addition, there can be no assurance that the Company’s continuing research and development will be successfully completed or that any additional products will be commercially viable. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the accompanying unaudited condensed consolidated 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 unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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 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, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Revenue Recognition

The Company derives its revenue primarily from the sale and lease of its medical device, the PURE EP™ ~~System,~~Platform, and well as related support and maintenance services and software upgrades in connection with the ~~system.~~device.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 842, Leases (“ASC 842”) for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, the Company ~~recognize~~recognizes revenue under ASC 606.

The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

Under ASC 606, the Company determines revenue recognition through the following five steps:

	●	Identify the contract with the customer;

	●	Identify the performance obligations in the contract;

	●	Determine the transaction price;

	●	Allocate the transaction price to the performance obligation in the contract; and

	●	Recognize revenue when, or as, the performance obligations are satisfied.

Performance obligations are the units of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If the Company determines that it has not satisfied a performance obligation, it will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Once the PURE EP ~~system~~Platform is delivered, installed, and accepted by the customer, our performance obligation is recognized. Support, maintenance, and software upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP ~~System~~Platform and do not have the right to terminate their contracts unless we fail to perform material obligations.

The Company may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements.

The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue.

The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net (if any) in the Company’s consolidated balance sheet.

In 2022, the Company entered two leases for our PURE EP ~~system~~Platform at a rate of ~~$4,333~~$4,333 per month each. The term of the leases is for 30 months with an option provided to extend for an additional one ~~year.~~year. The leases also have an option to purchase at the end of the lease at the fair market value. The Company accounts for the leases in accordance with ASC 842 and ASC 606.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

The Company determined the leases meet the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. Non-lease components are recognized under ASC 606. The discount rate utilized was the contract explicit rate of 2%2% per annum. (See Note 6 – Lease Receivables).

A reconciliation of contract liabilities with customers for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, are presented below:

SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS

~~Three~~Nine months ended ~~March 31,2023:~~September 30, 2023:

Balance at
December 31, 2022
(000’s)

Consideration Received
(000’s)

Recognized in Revenue
(000’s)

Balance at
March 31,
2023
(000’s)

Service revenue
$ 5 $ - $ (5
)
$ -

Balance at

December 31,
2022

(000’s)

Consideration Received

(000’s)

Recognized in Revenue

(000’s)

Balance at

September 30,

2023

(000’s)

Service revenue

)

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

~~Three~~Nine months ended ~~March 31,~~September 30, 2022:

Balance at
December 31, 2021
(000’s)

Consideration Received
(000’s)

Recognized in Revenue
(000’s)

Balance at
March 31,
2022
(000’s)

Service revenue
$ 37 $ - $ (8
)
$ 29

Balance at

December 31,
2021

(000’s)

Consideration Received

(000’s)

Recognized in Revenue

(000’s)

Balance at

September 30,

2022

(000’s)

Service revenue

(24

)

The table below summarizes our deferred revenue as of ~~March 31,~~September 30, 2023 and December 31, 2022:

March 31,
2023
(000’s)

December 31,
2022
(000’s)

Deferred revenue-current
$ - $ 5
Deferred revenue-noncurrent
- -
Total deferred revenue
$ - $ 5

SCHEDULE OF DEFERRED REVENUE

	September 30, 2023 (000’s)		December 31, 2022 (000’s)
Deferred revenue-current	$	-	$	5
Deferred revenue-noncurrent		-		-
Total deferred revenue	$	-	$	5

The Company had one customer which accounts for ~~100%~~100% of our revenue in the three months ended ~~March 31,~~September 30, 2023 and ~~2022.~~two customers which accounted for approximately 84% and 16% of the Company’s revenue for the nine months ended September 30, 2023.

The Company had one customer which accounts for approximately 94% of our revenue in the three months ended September 30, 2022 and two customers which accounted for approximately 84% and 16% of the Company’s revenue in the nine months ended September 30, 2022.

At ~~March 31,~~September 30, 2023, the Company had three customers representing ~~45.3%~~35.6%, ~~28.5%~~33.6% and ~~26.2%~~30.8% of the outstanding accounts receivable.

At December 31, 2022, the Company had two customers representing ~~52.2%~~52.2% and ~~47.8%~~47.8% of the outstanding accounts receivable.

The Company utilized one contract manufacturer for the manufacture and supply of the PURE EP ~~system~~Platform for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Deferred Costs (Contract acquisition costs)

The Company capitalizes initial and renewal sales commissions in the period the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which the Company have deemed to be the contract term.

The table below summarizes the deferred commission costs as of September 30, 2023 and December 31, 2022:

SCHEDULE OF DEFERRED COSTS

	September 30, 2023 (000’s)		December 31, 2022 (000’s)
Deferred costs-current	$	5	$	-
Deferred costs-noncurrent		-		-
Total deferred costs	$	5	$	-

Cost of Revenue

Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or ~~the~~ leased under a sales-type lease.

Allowance for Doubtful Accounts

The Company adjusts accounts receivable down to net realizable value with its allowance methodology. In determining the allowance for doubtful accounts for estimated losses, aged receivables are analyzed periodically by management. Each identified receivable is reviewed based upon historical collection experience, financial condition of the customer and the status of any open or unresolved issues with the customer preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. The allowance for doubtful accounts was $0$0 at ~~March 31,~~September 30, 2023 and December 31, 2022. The Company believes that its reserve is adequate, however results may differ in future periods. For the three and nine months ended ~~March 31,~~September 30, 2023 and 2022, bad debt expense totaled ~~$0.~~$0.

Concentrations of Credit Risk

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 ~~March 31,~~September 30, 2023 and December 31, 2022, deposits in excess of FDIC limits were ~~$1.1~~$0.2 million and ~~$0.05~~$0.05 million, respectively.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

Fair Value of Financial Instruments

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, 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.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

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

~~Inventory~~

Inventory

The inventory is comprised of finished goods available for sale and are stated at the lower of cost or net realizable value using specific identification method for serial numbered inventory and first-in, first-out method for all other inventory for valuation. The inventory ~~March 31,~~September 30, 2023 and December 31, 2022 was comprised of the following:

March 31,
2023
(000’s)

December 31,
2022
(000’s)

Finished goods-total
$ 1,487 $ 1,477
Finished goods-short term
345 336
Finished goods-long term
$ 1,142 $ 1,141

SCHEDULE OF INVENTORY

	September 30, 2023 (000’s)			December 31, 2022 (000’s)
Finished goods	$	1,526		$	1,477
Less: Inventory reserve		(1,307	)		-
Finished goods, net		219			1,477
Finished goods-short term		219			336
Finished goods-long term	$	-		$	1,141

During the nine months ended September 30, 2023, the Company recorded an allowance for inventory for $1,307 due to age of underlying product.

Prepaid Expenses and Vendor Deposits

Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments.

Leases (lessee)

The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the Company’s consolidated balance sheet. The Company evaluates and classifies leases as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.

The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The Company applies the portfolio approach in applying discount rates to its classes of leases. The operating lease ROU assets include any payments made before the commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not currently have subleases. The Company does not currently have residual value guarantees or restrictive covenants in its leases.

~~Table of Contents~~

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~SEPTEMBER 30, 2023

(unaudited)

Leases (lessor)

The Company classifies contractual lease arrangements entered as a lessor as a sales-type, direct financing or operating lease as described in ASC 842-Leases. For sales-type leases, the Company derecognizes the leased asset and recognizes the lease investment on the balance sheet.

Property and Equipment

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.

Other Assets:

Other assets are comprised of the following:

March 31,
2023
(000’s)

December 31,
2022
(000’s)

Vendor deposits
$ 200 $ -
Security deposits
43 43
Trademarks
1 1
Total other assets
$ 244 $ 44

SCHEDULE OF OTHER ASSETS

	September 30, 2023 (000’s)		December 31, 2022 (000’s)
Vendor deposits	$	643	$	-
Security deposits		43		43
Trademarks		1		1
Total other assets	$	687	$	44

Impairment of Long-lived Assets

The Company recognizes an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company did not recognize and record any impairments of long-lived assets used in operations during the three and nine months ended ~~March 31,~~September 30, 2023 and 2022.

Research and Development Costs

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 ~~$1.1~~$1.1 million and ~~$1.6~~$3.9 million for the three and nine months ended ~~March 31, 2023~~September 30, 2023; and $1.7 million and $4.7 million for the three and nine months ended September 30, 2022, respectively.

Net Income (loss) Per Common Share

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 period. 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.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

The computation of basic and diluted loss per share as of ~~March 31,~~September 30, 2023 and 2022 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.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

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

March 31,
2023

March 31,
2022

Series C convertible preferred stock
514,984 162,634
Options to purchase common stock
4,616,151 4,869,484
Warrants to purchase common stock
8,867,786 3,432,040
Restricted stock units to acquire common stock
430,835 82,500
Totals
14,429,756 8,546,658

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

	September 30, 2023		September 30, 2022
Series C convertible preferred stock		634,391		255,269
Options to purchase common stock		5,304,651		4,735,484
Warrants to purchase common stock		12,349,645		3,649,123
Restricted stock units to acquire common stock		812,500		190,000
Totals		19,101,187		8,829,876

Stock Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award as measured on the grant date. 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.

Income Taxes

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.

Patents, Net

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 ~~March 31,~~September 30, 2023, ~~and 2022,~~ the Company recorded amortization of ~~$4,851~~$4,751 and ~~$4,751~~$14,354; and $4,751 and $14,354 for the three and nine months ended September 30, 2022 to current period operations, respectively.

~~Warranty~~

Warranty

The Company generally warrants its products to be free from material defects and to conform to material specifications for a period of up to two (2) years. Warranty expense is estimated based primarily on historical experience and is reflected in the consolidated financial statements.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein represents all of the material financial information related to the Company’s principal operating segments. (See Note 12 – Segment Reporting).

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

Non-controlling Interest

The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s ~~subsidiary, ViralClear.~~subsidiaries, ViralClear and BioSig AI. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statements of operations. The Company’s equity interest in ViralClear and BioSig AI is ~~69.08%~~69.08% and 84.48%; and the non-controlling stockholders’ interest is ~~30.92%~~30.92% and 15.52%, respectively as of ~~March 31,~~September 30, 2023. This is reflected in the consolidated statements of changes in equity.

~~Warrants~~

Warrants

The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the warrant agreement.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses on available-for-sale debt securities to be recorded through an allowance for credit losses instead of as a reduction in the amortized cost basis of the securities. ASU 2016-13 was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. On January 1, 2023, the Company adopted ASU 2016-13. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.

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.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

NOTE 4 –PROPERTY AND EQUIPMENT

Property and equipment as of ~~March 31,~~September 30, 2023 and December 31, 2022 is summarized as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

March 31,
2023
(000’s)

December 31,
2022
(000’s)

Computer equipment
$ 435 $ 397
Furniture and fixtures
109 109
Manufacturing equipment
372 372
Testing/Demo equipment
311 304
Leasehold improvements
84 84
Total
1,311 1,266
Less accumulated depreciation
(681
)
(601
)
Property and equipment, net
$ 630 $ 665

	September 30, 2023 (000’s)			December 31, 2022 (000’s)
Computer equipment	$	527		$	397
Furniture and fixtures		109			109
Manufacturing equipment		372			372
Testing/Demo equipment		356			304
Leasehold improvements		84			84
Total		1,448			1,266
Less accumulated depreciation		(855	)		(601	)
Property and equipment, net	$	593		$	665

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. Leasehold improvements are depreciated over the related expected lease term. 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 $79,468~~expenses were $87,338 and ~~$50,082~~$253,486 for the three and nine months ended ~~March 31,~~September 30, 2023 and $79,312 and $195,937 for the three and nine months ended September 30, 2022, respectively.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

NOTE 5 –RIGHT TO USE ASSETS AND LEASE LIABILITY

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had outstanding two leases with aggregate payments of ~~$29,500~~$29,500 and ~~$28,951~~$28,951 per month, respectively, expiring through July 31, 2025.

Right to use assets is summarized below:

March 31,
2023
(000’s)

December 31,
2022
(000’s)

Right to use asset
$ 995 $ 995
Less accumulated amortization
(361
)
(290
)
Right to use assets, net
$ 634 $ 705

SCHEDULE OF RIGHT TO USE ASSETS

	September 30, 2023 (000’s)			December 31, 2022 (000’s)
Right to use asset	$	995		$	995
Less accumulated amortization		(508	)		(290	)
Right to use assets, net	$	487		$	705

During the three and nine months ended ~~March 31,~~September 30, 2023, ~~and 2022,~~ the Company recorded ~~$92,081~~$95,964 and ~~$107,734~~$280,541 and $116,725 and $333,071 for the three and nine months ended September 30, 2022 as lease expense to current period operations, respectively.

Lease liability is summarized below:

SCHEDULE OF LEASE LIABILITY

	September 30, 2023 (000’s)			December 31, 2022 (000’s)
Total lease liability	$	532		$	765
Less: short term portion		(339	)		(313	)
Long term portion	$	193		$	452

March 31,
2023
(000’s)

December 31,
2022
(000’s)

Total lease liability
$ 689 $ 765
Less: short term portion
(321
)
(313
)
Long term portion
$ 368 $ 452

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Maturity analysis under these lease agreements are as follows (000’s):

Year ended December 31, 2023
$ 268
Year ended December 31, 2024
370
Year ended December 31, 2025
106
Total
744
Less: Present value discount
(55
)
Lease liability
$ 689

SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS


Year ended December 31, 2023	$	90
Year ended December 31, 2024		370
Year ended December 31, 2025		106
Total		566
Less: Present value discount		(34	)
Lease liability	$	532

Lease expense for the three months ended ~~March 31,~~September 30, 2023 and 2022 was comprised of the following:

March 31,
2023
(000’s)

March 31,
2022
(000’s)

Operating lease expense
$ 71 $ 85
Short-term lease expense
6 9
Variable lease expense
15 14
Total
$ 92 $ 108

SCHEDULE OF LEASE LIABILITY

	September 30, 2023 (000’s)		September 30, 2022 (000’s)
Operating lease expense	$	84	$	78
Short-term lease expense		8		10
Variable lease expense		4		29
Total	$	96	$	117

Lease expense for the nine months ended September 30, 2023 and 2022 was comprised of the following:

	September 30, 2023 (000’s)		September 30, 2022 (000’s)
Operating lease expense	$	252	$	244
Short-term lease expense		22		28
Variable lease expense		7		61
Total	$	281	$	333

NOTE 6 –LEASE RECEIVABLES

In 2022, the Company entered into two leases for our PURE EP ~~system~~Platform at a rate of ~~$4,333~~$4,333 per month each. The term of the leases is for 30 months with an option provided to extend for an ~~addition~~ additional one ~~year.~~year. The leases also have an option to purchase at the end of the lease at the fair market value.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

The Company determined the leases meet the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. The discount rate utilized was the contract explicit rate of 2% per annum. The present value of the unguaranteed residual assets of $4$3 are included in net investment in leases in the balance sheet.

A reconciliation of lease receivables with customers for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 isand 2022 are presented ~~below (none for 2022):~~below:

~~Three~~

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS

Nine months ended ~~March 31,~~September 30, 2023:

	Balance at December 31, 2022 (000’s)			Recognized in Revenue (000’s)		Invoiced to Customer (000’s)			Interest Earned (000’s)		Unguaranteed Residual Assets (000’s)		Balance at March 31, 2023 (000’s)			Balance at December 31, 2022 (000’s)			Recognized in Revenue (000’s)		Invoiced to Customer (000’s)			Interest Earned (000’s)		Unguaranteed Residual Assets (000’s)		Balance at September 30, 2023 (000’s)
Contract asset	$	221		$	-	$	(30	)	$	-	$	4	$	195		$	221		$	-	$	(81	)	$	2	$	3	$	145
Less current portion		(101	)		-		-			-		-		(101	)		(101	)		-		(1	)		-		-		(102	)
Noncurrent portion	$	120		$	-	$	(30	)		-	$	4	$	94		$	120		$	-	$	(82	)		2	$	3	$	43

Nine months ended September 30, 2022:

	Balance at December 31, 2021 (000’s)		Recognized in Revenue (000’s)			Invoiced to Customer (000’s)			Interest Earned (000’s)		Balance at September 30, 2022 (000’s)
Contract asset	$	-	$	127		$	(13	)	$	-	$	114
Less current portion		-		(50	)		-			-		(50	)
Noncurrent portion	$	-	$	77		$	(13	)		-	$	64

Future cash flows under this lease agreement are as follows (000’s):

Year ended December 31, 2023
$ 78
Year ended December 31, 2024
104
Year ended December 31, 2025
13
Present value of unguaranteed residual assets
4
Total
199
Less: Present value discount
(4
)
Net investment in leases
$ 195

SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT


Year ended December 31, 2023	$	26
Year ended December 31, 2024		104
Year ended December 31, 2025		13
Present value of unguaranteed residual assets		3
Total		146
Less: Present value discount		(1	)
Net investment in leases	$	145

NOTE 7 7 –ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at ~~March 31,~~September 30, 2023 and December 31, 2022 consist of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE

	September 30, 2023 (000’s)		December 31, 2022 (000’s)
Accrued accounting and legal	$	1,303	$	646
Accrued reimbursements and travel		25		33
Accrued consulting		527		546
Accrued research and development expenses		601		625
Accrued marketing		281		256
Accrued office and other		141		220
Accrued payroll		592		513
Accrued settlement related to arbitration		-		13
Accounts payable and accrued expenses	$	3,470	$	2,852

March 31,
2023
(000’s)

December 31,
2022
(000’s)

Accrued accounting and legal

$
735

$
646

Accrued reimbursements and travel

77

33

Accrued consulting

530

546

Accrued research and development expenses

187

625

Accrued product and equipment purchases

33

-

Accrued marketing

96

256

Accrued office and other

169

220

Accrued payroll

552

513

Accrued settlement related to arbitration

13

13

$
2,392

$
2,852

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

NOTE 8 – ~~STOCKHOLDERS~~STOCKHOLDERS’ EQUITY’ ~~EQUITY~~

Preferred stock

The Company is authorized to issue 1,000,000 shares of ~~$0.001~~$0.001 par value preferred stock. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company has designated 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, 1,000 shares of Series E Preferred Stock and 200,000 shares of Series F Preferred Stock. As of ~~March 31,~~September 30, 2023 and December 31, 2022, there were no outstanding shares of Series A, Series B, Series D, Series E and Series F preferred stock.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

Series C Preferred Stock

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had 105 shares of Series C Preferred stock issued and outstanding. In 2022, the conversion price of the Series C Preferred stock was reset from ~~$2.27~~$2.27 per share to ~~$0.25~~$0.25 per share. As such, the Company recorded a noncash deemed dividend of ~~$209,682~~$209,682 during the year ended December 31, 2022.

Common stock

The Company is authorized to issue 200,000,000 shares of ~~$0.001~~$0.001 par value common stock. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had ~~66,857,687~~79,243,833 and 54,610,638 shares issued and outstanding, respectively.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company issued an aggregate of ~~3,537,500~~8,894,846 shares of common stock for services at a fair value of ~~$2,157,866,~~$7,905,128, of which 2,370,000 common shares at a fair value of ~~$1,060,740~~$1,060,740 was accrued at December 31, 2022.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company issued an aggregate of 88,000 shares of common stock in settlement of 2022 board fees at a fair value of ~~$104,720.~~$104,720.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company issued an aggregate of ~~121,249~~299,584 shares of common stock for vested restricted stock units.

At ~~March 31,~~September 30, 2023, the Company accrued ~~715,000 shares of common stock for services at a fair value of $565,550 and~~ board fees of ~~$110,000~~$105,000 as stock based compensation.

Equity sales:

BioSig Technologies, Inc.:

From January through ~~March~~September 2023, the Company entered into multiple Securities Purchase Agreements with certain institutional and accredited investors, pursuant to which the Company sold to the investors an aggregate of ~~8,500,300~~15,008,554 shares of common stock at an average purchase price of ~~$0.85~~$0.90 per share, and warrants to purchase up to an aggregate of ~~4,250,150~~7,504,277 shares of common stock at an average exercise price of ~~$0.80~~$0.84 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for aggregate consideration of ~~$6,748,493,~~$12,616,584, net of transactional expenses of ~~$480,946~~$919,864 (the “2023 PIPEs”).

Pursuant to certain engagement agreements, dated October 11, 2022, ~~and~~ February 24, 2023 and July 26, 2023, the Company had entered into with Laidlaw & Company (UK) Ltd. (“Laidlaw”), the Company issued to Laidlaw in connection with the 2023 PIPEs, warrants to purchase an aggregate of ~~400,525~~689,233 shares of common stock at an average exercise price of ~~$0.7884~~$0.8246 per share. The Laidlaw warrants become exercisable six months after the date of issuance and will expire five and one-half years ~~years~~ following the date of issuance.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

ATM Sales Agreements

On August 18, 2023, the Company entered into a Controlled Equity Offering℠ Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co. to act as the Company’s sales agent or principal (“Cantor”), with respect to the issuance and sale of up to $30.0 million of the Company’s shares of common stock, from time to time in an at-the-market public offering.

The Company agreed to pay Cantor a commission of equal to 3.0% of the gross proceeds from the sale of the shares of common stock pursuant to the Cantor Sales Agreement.

From August 22, 2023 through September 6, 2023, the Company sold 218,810 shares of its common stock through the Cantor Sales Agreement for net deficit of $(899), after transactional costs of $120,430.

The Company terminated the Cantor Sales Agreement with Cantor, effective as of September 15, 2023.

On September 15, 2023, the Company entered into an At-The-Market Issuance Sales Agreement (the “Ascendiant Sales Agreement”) with Ascendiant Capital Markets, LLC, to act as the Company’s sales agent or principal (“Ascendiant”), with respect to the issuance and sale of up to $30.0 million of the Company’s shares of common stock, from time to time in an at-the-market public offering.

The Company agreed to pay Ascendiant a commission of equal to 3.0% of the gross proceeds from the sale of the shares of common stock pursuant to the Ascendiant Sales Agreement.

From September 21, 2023 through September 25, 2023, the Company sold 79,800 shares of its common stock through the Ascendiant Sales Agreement for net deficit of $(2,004), after transactional costs of $48,770.

The Company terminated the Ascendiant Sales Agreement with Ascendiant, effective as of November 6, 2023.

BioSig AI Sciences, Inc.:

In June and July 2023, BioSig AI sold an aggregate of 2,205,000 shares of its common stock for net proceeds of $1,971,277 ($1.00 per share). Prior to such sale, BioSig AI was a wholly owned subsidiary. At September 30, 2023, BioSig had a majority interest in BioSig AI of 84.5%.

Pursuant to an engagement agreement, dated June 13, 2023, as amended on July 19, 2023, BioSig AI entered into with Laidlaw, BioSig AI issued to Laidlaw warrants to purchase an aggregate of 130,500 shares of its common stock at an exercise price of $1.00 per share. The Laidlaw warrants become exercisable immediately and will expire five years following the date of issuance.

NOTE 9 –OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

BioSig Technologies, Inc.

2023 Long-Term Incentive Plan

On December 27, 2022, the Board of Directors of BioSig ~~Technologies, Inc.~~(the “Board”) approved the 2023 Long-Term Incentive Plan (the “Plan”) and on February 7, 2023 it was approved by the Company’s shareholders. The Plan provides for the issuance of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, other awards, performance goals, and tandem awards which may be granted singly or in combination, or in tandem, to purchase up to 5,265,945 shares of the Company’s common stock to officers, directors, employees and consultants of the Company. 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 nonqualified options. The Board ~~of Directors of the Company~~ or a committee thereof (the “Administrator”) administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan.

~~Table of Contents~~

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~SEPTEMBER 30, 2023

(unaudited)

However, the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder. 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. There are ~~4,052,945~~626,099 shares remaining available for future issuance of awards under the terms of the Plan as of ~~March 31,~~September 30, 2023.

Options

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 historical stock prices of the Company. The Company accounts for the expected life of options using the 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.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company granted ~~250,000~~ an aggregate of 1,229,500 options to ~~an officer.~~employees.

The following table presents information related to stock options at ~~March 31,~~September 30, 2023:

SCHEDULE OF STOCK OPTIONS

Options Outstanding						Options Exercisable
				Weighted
				Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	Under 1.00		351,000		8.9		288,247
	1.00-1.99		2,076,500		9.1		592,485
	2.00-2.99		855,375		8.1		709,121
	3.00-3.99		367,466		3.0		367,466
	4.00-4.99		975,916		4.9		940,055
	5.00-5.99		144,132		5.9		139,538
	6.00-6.99		336,542		4.0		336,542
	7.00-7.99		157,720		5.0		157,720
	Over 8.00		40,000		6.6		40,000
			5,304,651		7.2		3,571,174

Options Outstanding

Options Exercisable

Weighted

Average

Exercisable

Exercise

Number of

Remaining Life

Number of

Price

Options

In Years

Options

$
Under 1.00

398,000

8.6

200,000

1.00-1.99

1,119,000

9.1

276,665

2.00-2.99

855,375

8.6

650,623

3.00-3.99

387,466

3.4

387,466

4.00-4.99

1,140,916

4.7

1,055,895

5.00-5.99

156,132

5.9

142,374

6.00-6.99

336,542

4.5

336,542

7.00-7.99

157,720

5.5

154,387

Over 8.00

65,000

4.4

65,000

4,616,151

6.7

3,268,952

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

A summary of the stock option activity and related information for the Plan for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

Shares

Weighted-Average
Exercise Price

Weighted-Average Remaining Contractual Term

Aggregate
Intrinsic Value

Outstanding at December 31, 2022
4,555,484 $ 3.49 6.7 $ 3,000
Grants
250,000 $ 1.25 10.0 $ -
Forfeited/expired
(189,333
)
$ 5.23
Outstanding at March 31, 2023
4,616,151 $ 3.30 6.7 $ 184,520
Exercisable at March 31, 2023
3,268,952 $ 3.98 6.0 $ 125,750

~~Table of Contents~~

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2022		4,555,484		$	3.49		6.7	$	3,000
Grants		1,229,500		$	1.33		10.0	$	-
Forfeited/expired		(480,333	)	$	4.47
Outstanding at September 30, 2023		5,304,651		$	2.90		7.2	$	13,395
Exercisable at September 30, 2023		3,571,174		$	3.59		6.2	$	13,395

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the stock price of BioSig ~~Technologies, Inc.~~ of ~~$1.14~~$0.4893 as of ~~March 31,~~September 30, 2023, which would have been received by the option holders had those option holders exercised their options as of that date.

~~On February 16,~~During the nine months ended September 30, 2023, the Company granted ~~250,000~~an aggregate of 1,229,500 options to purchase the Company’s common stock ~~in connection with services rendered~~ at ~~the~~a weighted average exercise price of ~~$1.25~~$1.33 per share for a term of ten years ~~and~~, with vesting ~~quarterly over~~ from one ~~year.~~ to three years from the date of grant.

The following assumptions were used in determining the fair value of options during the ~~three~~nine months ended ~~March 31,~~September 30, 2023:

SCHEDULE OF FAIR VALUE OF OPTIONS

Risk-free interest rate		4.06	%		3.32% to 4.06	%
Dividend yield		0	%		0	%
Stock price volatility		96.19	%		94.44% to 97.56	%
Expected life	5.5 years				5.5 to 6.0 years
Weighted average grant date fair value	$	0.96		$	1.03

The fair value of all options vesting during the three and nine months ended ~~March 31,~~September 30, 2023 of $502,662and ~~2022 of $257,187~~$1,142,185 and ~~$649,992,~~$416,906 and $1,423,292 for the three and nine months ended September 30, 2022, respectively, was charged to current period operations. Unrecognized compensation expense of ~~$1,270,896~~ $1,391,743 at ~~March 31,~~September 30, 2023 ~~will be expensed in future periods.~~which the Company expects to recognize over a weighted average period of 0.61 years.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Warrants

The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig ~~Technologies, Inc.~~ at ~~March 31,~~September 30, 2023:

SCHEDULE OF OUTSTANDING WARRANTS

Exercise

Number

Expiration

Price

Outstanding

Date

$
0.4066

250,000

November 2032

$
0.4100

60,976

May 2028

$
0.4455

1,130,012

June 2028

$
0.5136

1,160,372

July 2028

$
0.7181

957,596

July 2028

$
0.7502

98,436

July 2028

$
0.7963

883,206

August 2028

$
0.9000

217,083

June 2027

$
1.0099

191,154

August 2028

$
1.0260

517,030

September 2028

$
1.0468

842,881

September 2028

$
1.4000

1,740,130

September 2025

$
4.8000

250,000

February 2025 to July 2026

$
6.1600

568,910

November 2027

8,867,786

Exercise		Number		Expiration
Price		Outstanding		Date
$	0.4066		250,000	November 2032
$	0.4455		1,130,012	June 2028
$	0.4925		563,042	March 2029
$	0.4929		769,896	March 2029
$	0.5136		1,160,372	July 2028
$	0.7181		957,596	July 2028
$	0.7502		98,436	July 2028
$	0.7963		883,206	August 2028
$	0.9000		217,083	June 2027
$	0.9596		843,884	January 2029
$	1.0099		191,154	August 2028
$	1.0260		517,030	September 2028
$	1.0468		842,881	September 2028
$	1.1300		404,089	October 2028
$	1.3280		961,924	November 2028
$	1.4000		1,740,130	September 2025
$	4.8000		250,000	February 2025 to July 2026
$	6.1600		568,910	November 2027
			12,349,645

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company issued warrants to purchase an aggregate of ~~4,250,150~~7,504,277 shares of its common stock to investors and warrants to purchase ~~400,525~~689,233 shares of its common stock for engagement services at an average exercise price of ~~$0.7884~~$0.8381 per share that are exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance.

~~Table~~

During the nine months ended September 30, 2023, the Company issued 43,601 shares of ~~Contents~~

its common stock upon cashless exercise of warrants to purchase an aggregate of 60,976 shares of common stock, pursuant to the formula set forth in such warrants.

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

A summary of the warrant activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 is as follows:

SCHEDULE OF WARRANT ACTIVITY

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2022		4,217,111		$	1.89		4.3	$	3,960
Issued		8,193,510		$	0.84		5.2		-
Exercised		(60,976	)	$	0.41		-		-
Outstanding at September 30, 2023		12,349,645		$	1.20		4.6	$	-

Vested and expected to vest at September 30, 2023		12,349,645		$	1.20		4.6	$	70,170
Exercisable at September 30, 2023		8,806,810		$	1.32		4.3	$	70,170

Shares

Weighted-Average
Exercise Price

Weighted-Average
Remaining
Contractual Term

Aggregate
Intrinsic
Value

Outstanding at December 31, 2022

4,217,111

$
1.89

4.3

$
3,960

Issued

4,650,675

$
0.79

5.4

-

Outstanding at March 31, 2023

8,867,786

$
1.31

4.8

$
-

Vested and expected to vest at March 31, 2023

8,867,786

$
1.31

4.8

$
2,699,954

Exercisable at March 31, 2023

3,026,123

$
2.46

3.6

$
235,450

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

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 ~~$1.14~~$0.4893 as of ~~March 31,~~September 30, 2023, which would have been received by the option holders had those option holders exercised their options as of that date.

Restricted Stock Units

The following table summarizes the restricted stock activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

Restricted shares issued as of January 1, 2023	239,584
Granted	~~312,500~~872,500
Vested and issued	(~~121,249~~299,584	)
Vested restricted shares as of ~~March 31,~~September 30, 2023	-
Unvested restricted shares as of ~~March 31,~~September 30, 2023	~~430,835~~812,500

On January 29, 2023, in connection with a separation agreement, the Company granted 125,000 restricted stock units vesting at separation date at a fair value of ~~$92,500.~~$92,500.

On March 27, 2023, the Company granted an aggregate of 187,500 restricted stock units vesting on March 27, 2024 for services at a fair value of ~~$223,125.~~$223,125.

On June 26, 2023, the Company granted an aggregate of 260,000 restricted stock units vesting quarterly over one year for services at a fair value of $301,600.

On August 15, 2023, the Company granted an aggregate of 300,000 restricted stock units with vesting quarterly over one year for services at a fair value of $190,920.

Stock based compensation expense related to restricted stock grants was ~~$104,704~~ $172,717 and ~~$69,754~~$379,243 for the three and nine months ended ~~March 31,~~September 30, 2023 and $105,092 and $246,633 for the three and nine months ended September 30, 2022, respectively. As of ~~March 31,~~September 30, 2023, the stock-based compensation relating to restricted stock of ~~$318,576~~$536,557 remains unamortized.

ViralClear Pharmaceuticals, Inc.

2019 Long-Term Incentive Plan

On September 24, 2019, ViralClear’s Board of Directors approved the 2019 Long-Term Incentive Plan (as subsequently amended, the “ViralClear Plan”). The ViralClear Plan was approved by BioSig as ViralClear’s majority stockholder. The ViralClear Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 4,000,000 shares of ViralClear’s common stock to officers, directors, employees and consultants of the ViralClear. Under the terms of the ViralClear Plan, ViralClear may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of ViralClear only and nonqualified options. The Board of Directors of ViralClear or a committee thereof (the “Administrator”) administers the ViralClear Plan and determines the exercise price, vesting and expiration period of the grants under the ViralClear Plan.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

However, the exercise price of an Incentive Stock Option should not be less than 110% of fair market value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair market value for a grantee who is not 10% stockholder. The fair market 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 ViralClear Plan will be determined by the Administrator, in its sole discretion, with an expiration period of not more than ten ~~years.~~years. There are 2,650,071 shares remaining available for future issuance of awards under the terms of the ViralClear Plan.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

ViralClear Options

The following table presents information related to stock options at ~~March 31,~~September 30, 2023:

Options Outstanding

Options Exercisable

Weighted

Average

Exercisable

Exercise

Number of

Remaining Life

Number of

Price

Options

In Years

Options

5.00

25,000

0.75

25,000

Options Outstanding

Options Exercisable

Weighted

Average

Exercisable

Exercise

Number of

Remaining Life

Number of

Price

Options

In Years

Options

$
5.00

25,000

1.25

25,000

The fair value of all options vesting during the three and nine months ended ~~March 31,~~September 30, 2023 of $0; and ~~2022 of $0~~$0 and ~~$36,520,~~$36,520 for the three and nine months ended September 30, 2022, respectively, was charged to current period operations. Unrecognized compensation expense of $0$0 at ~~March 31,~~September 30, 2023 will be expensed in future periods.

Warrants (ViralClear)

The following table presents information related to warrants (ViralClear) at ~~March 31,~~September 30, 2023:

SCHEDULE OF INFORMATION RELATED TO WARRANTS

Exercise		Number		Expiration
Price		Outstanding		Date
$	5.00		473,772	November 2027
	10.00		6,575	May 2025
			480,347

Restricted stock units (ViralClear)

The following table summarizes the restricted stock activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2023:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

Total restricted shares outstanding at ~~March 31,~~September 30, 2023:			1,078,679

Comprised of:
Vested restricted shares as of ~~March 31,~~September 30, 2023			678,679
Unvested restricted shares as of ~~March 31,~~September 30, 2023			400,000
Total			1,078,679

Stock based compensation expense related to restricted stock unit grants of ViralClear was ~~$14,535~~$(1,970,931) and ~~$(356,396)~~$(1,941,861) for the three and nine months ended ~~March 31,~~September 30, 2023 and $14,535 and $(1,086,628) for the three and nine months ended September 30, 2022, respectively. As of ~~March 31,~~September 30, 2023, ~~the~~no stock-based compensation relating to restricted stock ~~of $43,605~~ remains unamortized.

~~Table of Contents~~

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~SEPTEMBER 30, 2023

(unaudited)

BioSig AI Sciences, Inc.

Warrants (BioSig AI)

The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at September 30, 2023:

SCHEDULE OF INFORMATION RELATED TO WARRANTS

Exercise		Number		Expiration
Price		Outstanding		Date
$	1.00		130,500	June-July 2028

In June and July 2023, the BioSig AI issued warrants to purchase an aggregate of 130,500 shares of its common stock for investment banking services at an exercise price of $1.00 per share that are exercisable immediately and will expire five years following the date of issuance.

A summary of the warrant activity for the nine months ended September 30, 2023 is as follows:

SCHEDULE OF WARRANT ACTIVITY

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2022		-		-		-
Issued		130,500	$	1.00		5.0
Outstanding at September 30, 2023		130,500	$	1.00		5.0

Vested and expected to vest at September 30, 2023		130,500	$	1.00		5.0
Exercisable at September 30, 2023		130,500	$	1.00		5.0

NOTE 10 –NON-CONTROLLING INTEREST

On November 7, 2018, the Company formed a subsidiary, now known as ViralClear, to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had a majority interest in ViralClear of ~~69.08%~~69.08%.

On July 2, 2020, the Company formed an additional subsidiary, now known as BioSig AI Sciences, Inc., to pursue clinical needs of cardiac and neurological disorders through recordings and analyses of action potential. BioSig AI aims to contribute to the advancements of AI-based diagnoses therapies. In June and July 2023, BioSig AI sold 2,205,000 shares of its common stock for net proceeds of $1,971,277 to fund initial operations.

As of September 30, 2023 and December 31, 2022, the Company had a majority interest in BioSig AI of 84.5% and 100.0%, respectively.

A reconciliation of ~~the~~ ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc. non-controlling loss attributable to the Company:

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Net income (loss) attributable to the non-controlling interest for the three months ended September 30, 2023 (000’s):

SCHEDULE OF NON-CONTROLLING INTEREST

	ViralClear Pharmaceuticals, Inc. (000’s)			BioSig AI Sciences, Inc. (000’s)			Total (000’s)
Net income (loss)	$	1,863		$	(389	)	$	1,474
Average Non-Controlling interest percentage of profit/losses		31	%		15	%		35	%
Net income (loss) attributable to non-controlling interest	$	576		$	(59	)	$	517

Net loss attributable to the non-controlling interest for the three months ended ~~March 31,~~September 30, 2022 (000’s):

	ViralClear Pharmaceuticals, Inc. (000’s)			BioSig AI Sciences, Inc. (000’s)			Total (000’s)
Net loss	$	(364	)	$	(1	)	$	(365	)
Average Non-Controlling interest percentage of profit/losses		31	%		0	%		31	%
Net loss attributable to non-controlling interest	$	(113	)	$	0		$	(113	)

Net income (loss) attributable to the non-controlling interest for the nine months ended September 30, 2023 (000’s):

Net loss
$ (161
)
Average Non-controlling interest percentage of profit/losses
31.0
%
Net loss attributable to the non-controlling interest
$ (50
)

	ViralClear Pharmaceuticals, Inc. (000’s)			BioSig AI Sciences, Inc. (000’s)			Total (000’s)
Net income (loss)	$	1,583		$	(407	)	$	1,176
Average Non-Controlling interest percentage of profit/losses		31	%		15	%		37	%
Net income (loss) attributable to non-controlling interest	$	489		$	(59	)	$	430

Net loss attributable to the non-controlling interest for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 (000’s):

Net loss
$ (322
)
Average Non-controlling interest percentage of profit/losses
31.6
%
Net loss attributable to the non-controlling interest
$ (102
)

	ViralClear Pharmaceuticals, Inc. (000’s)			BioSig AI Sciences, Inc. (000’s)			Total (000’s)
Net Loss	$	(549	)	$	(1	)	$	(550	)
Average Non-Controlling interest percentage of profit/losses		31	%		0	%		31	%
Net loss attributable to non-controlling interest	$	(172	)	$	0		$	(172	)
Net income (loss) attributable to non-controlling interest	$	(172	)	$	0		$	(172	)

The following table summarizes the changes in non-controlling interest for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 (000’s):

SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST

	ViralClear Pharmaceuticals, Inc. (000’s)			BioSig AI Sciences, Inc. (000’s)			Total (000’s)
Balance, January 1, 2023	$	(21	)	$	0		$	(21	)
Allocation of equity to non-controlling interest due to sale of subsidiary stock		-			296			296
Allocation of equity to non-controlling interest due to equity-based compensation issued		(600	)		-			(600	)
Net income (loss) attributable to non-controlling interest	$	489		$	(59	)	$	430
Balance, September 30, 2023	$	(132	)	$	237		$	105

Balance, January 1, 2023
$ (21
)
Allocation of equity to non-controlling interest due to equity-based compensation issued
5
Net loss attributable to non-controlling interest
(50
)
Balance, March 31, 2023
$ (66
)

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

NOTE 11 –COMMITMENTS AND CONTINGENCIES

Licensing agreements

Master Services Agreement

On January 1, 2022, the Company entered into a master services agreement with Access Strategy Partners Incorporated (“ASPI”) whereby ASPI will provide commercial executives assigned with specific customer targets and develop sales and marketing plans that are mutually agreed to between ASPI and the Company and assist in their execution. The agreement expires two years from the effective date, with an ~~addition~~additional one year extension option.

The Company is obligated to pay ASPI: i) a monthly service fee of ~~$40,000~~$40,000 and ii) ~~10%~~10% commission on all New Account revenue, as defined, on a quarterly basis. At ~~March 31,~~September 30, 2023 and December 31, 2022, accounts payable due under the contract was ~~$55~~$120 and ~~$80,~~$80, respectively.

2017 Know-How License Agreement

On March 15, 2017, the Company entered into a know-how license agreement with Mayo Foundation for Medical Education and Research whereby the Company was granted an exclusive license, with the right to sublicense, certain know how and patent applications in the field of signal processing, physiologic recording, electrophysiology recording, electrophysiology software and autonomics to develop, make and offer for sale. The agreement expires in ten years from the effective date.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

The Company is obligated to pay to Mayo Foundation a 1%1% or 2%2% royalty payment on net sales of licensed products, as defined. At ~~March 31,~~September 30, 2023 and December 31, 2022, accounts payable due under the contract was ~~$4.~~$4.

Patent and Know-How License Agreement –EP Software Agreement

On November 20, 2019, the Company entered into a patent and know-how license agreement (the “EP Software Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”). The EP Software Agreement grants to the Company an exclusive worldwide license, with the right to sublicense, within the field of electrophysiology software and under certain patent rights as described in the EP Software Agreement (the “Patent Rights”), to make, have made, use, offer for sale, sell and import licensed products and a non-exclusive license to the Company to use the research and development information, materials, technical data, unpatented inventions, trade secrets, know-how and supportive information of Mayo to develop, make, have made, use, offer for sale, sell, and import licensed products. The EP Software Agreement will expire upon the later of either (a) the expiration of the Patent Rights or (b) the 10th anniversary of the date of the first commercial sale of a licensed product, unless earlier terminated by Mayo for the Company’s failure to cure a material breach of the EP Software Agreement, the Company’s or a sublicensee’s commencement of any action or proceedings against Mayo or its affiliates other than for an uncured material breach of the EP Software Agreement by Mayo, or insolvency of the Company.

In connection with the EP Software Agreement, the Company agreed to make earned royalty payments to Mayo in connection with the Company’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to ~~$625,000~~$625,000 in aggregate. At ~~March 31,~~September 30, 2023 and December 31, 2022, accounts payable due under the contract was ~~$0.~~$0.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Amended and Restated Patent and Know-How License Agreement –Tools Agreement

On November 20, 2019, the Company entered into an amended and restated patent and know-how license agreement (the “Tools Agreement”) with Mayo. The Tools Agreement contains terms of license grant substantially identical to the EP Software Agreement, although it is for different patent rights and covers the field of electrophysiology systems. In June 2021, patent rights were issued (“Valid Claim”) as defined whereby the Company paid milestone one of ~~$75,000~~$75,000 during the 2021 year.

In connection with the Tools Agreement, the Company agreed to pay Mayo an upfront consideration of ~~$100,000.~~$100,000. The Company also agreed to make earned royalty payments to Mayo in connection with the Company’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to ~~$550,000~~$550,000 in aggregate. At ~~March 31,~~September 30, 2023 and December 31, 2022, accounts payable due under the contract was ~~$0.~~$0.

ViralClear Patent and Know-How License Agreement

On November 20, 2019, the Company’s majority-owned subsidiary, ViralClear, entered into a patent and know-how license agreement (the “ViralClear Agreement”) with Mayo. The ViralClear Agreement contains terms of license grant substantially identical to the EP Software Agreement and the Tools Agreement, although it is for different patent rights and covers the field of stimulation and electroporation for hypotension/syncope management, renal and non-renal denervation for hypertension treatment, and for use in treatment of arrhythmias in the autonomic nervous system.

In connection with the ViralClear Agreement, ViralClear agreed to make earned royalty payments to Mayo in connection with ViralClear’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to ~~$700,000~~$700,000 in aggregate. In June 2021, patent rights were issued (“Valid Claim”) as defined whereby the Company paid milestone one of ~~$75,000~~$75,000 during the 2021 year. At ~~March 31,~~September 30, 2023 and December 31, 2022, accounts payable due under the contract was ~~$0.~~$0.

Trek Therapeutics, PBC

In the event of sublicensing, sale, transfer, assignment or similar transaction, ViralClear agreed to pay Trek ~~10%~~10% of the consideration received.

~~Table of Contents~~

~~BIOSIG TECHNOLOGIES, INC.~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2023~~

~~(unaudited)~~

As part of the acquired assets, ViralClear received an assignment and licensing rights agreement from Trek with a third-party vendor regarding certain formulas and compounds usage. The agreement calls for milestone payments upon marketing authorization (as amended and defined with respect of product in a particular jurisdiction in the territory, the receipt of all approvals from the relevant regulatory authority necessary to market and sell such product in any such jurisdiction, excluding any pricing approval or reimbursement authorization) in any first and second country of ~~$10~~$10 million and $5$5 million, respectively, in addition to 6%6% royalty payments. At ~~March 31,~~September 30, 2023 and December 31, 2022, accounts payable due under the contract was ~~$0.~~$0.

BioSig AI Sciences, Inc. – Consulting Agreement

On June 17, 2023, BioSig AI entered into an agreement with Reified Labs LLC (“Reified”) whereby Reified will work with the BioSig AI to develop datasets for the purpose of creating a foundational artificial intelligence platform. The agreement has a one-year term from the effective date and automatically renews for successive one year terms, unless terminated.

BioSig AI is obligated to pay Reified a monthly consulting fee of $30,000. At September 30, 2023, accounts payable due under the contract was $60,000.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(unaudited)

Defined Contribution Plan

Effective January 1, 2019, the Company established a qualified defined contribution plan (the “401(k) Plan”) pursuant to Section 401(k) of the Code, whereby all eligible employees may participate. Participants may elect to defer a percentage of their annual pretax compensation to the 401(k) plan, subject to defined limitations. The Company is required to make contributions to the 401(k) Plan equal to 3 percent of each participant’s eligible compensation, subject to limitations under the Code. For the three and nine months ended ~~March 31,~~September 30, 2023, ~~and 2022,~~ the Company charged operations ~~$65,919~~$56,078 and ~~$67,640,~~$185,815 and $57,044 and $192,572 for the three and nine months ended September 30, 2022, respectively, for contributions under the 401(k) Plan.

Purchase commitments

As of ~~March 31,~~September 30, 2023, the Company had aggregate purchase commitments of approximately ~~$2,546,694~~$2,554,136 for future services or products, some of which are subject to modification or cancellations.

Litigation

The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

NOTE 12 –SEGMENT REPORTING

In accordance with ASC 280-10, 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. The Company has three reportable segments: BioSig Technologies, Inc. (parent), ~~NeuroClear Technologies,~~BioSig AI Sciences, Inc. and ViralClear Pharmaceuticals, Inc.

Information concerning the operations of the Company’s reportable segments is as follows:

SCHEDULE OF SEGMENT REPORTING

	Three Months Ended September 30, 2023 (000’s)		Three Months Ended September 30, 2022 (000’s)		Nine Months Ended September 30, 2023 (000’s)		Nine Months Ended September 30, 2022 (000’s)
Revenues (from external customers)
BioSig	$	1	$	135	$	6	$	151
ViralClear		-		-		-		-
BioSig AI		-		-		-		-
Revenues	$	1	$	135	$	6	$	151

	Three Months Ended September 30, 2023 (000’s)			Three Months Ended September 30, 2022 (000’s)		Nine Months Ended September 30, 2023 (000’s)			Nine Months Ended September 30, 2022 (000’s)
Operating Expenses:
BioSig	$	5,526		$	6,226	$	23,527		$	19,836
ViralClear		(1,863	)		364		(1,583	)		549
BioSig AI		389			1		407			3
Operating Expenses	$	4,052		$	6,591	$	22,351		$	20,388

Three Months Ended
March 31, 2023
(000's)

Three Months Ended
March 31, 2022
(000's)

Revenues (from external customers)

BioSig
$ 5 $ 8
ViralClear
- -
NeuroClear
- -
$ 5 $ 8

Three Months Ended
March 31, 2023
(000's)

Three Months Ended
March 31, 2022
(000's)

Operating Expenses:

BioSig
$ 7,230 $ 7,749
ViralClear
161 322
NeuroClear
- 2
$ 7,391 $ 8,073

~~Table of Contents~~

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~SEPTEMBER 30, 2023

(unaudited)

	Three Months Ended March 31, 2023 (000's)			Three Months Ended March 31, 2022 (000's)			Three Months Ended September 30, 2023 (000’s)			Three Months Ended September 30, 2022 (000’s)			Nine Months Ended September 30, 2023 (000’s)			Nine Months Ended September 30, 2022 (000’s)
Loss from Operations
BioSig	$	(7,225	)	$	(7,741	)	$	(5,525	)	$	(6,121	)	$	(23,521	)	$	(19,715	)
ViralClear		(161	)		(322	)		1,863			(364	)		1,583			(549	)
NeuroClear		-			(2	)
	$	(7,386	)	$	(8,065	)
BioSig AI								(389	)		(1	)		(407	)		(3	)
Loss from Operations							$	(4,051	)	$	(6,486	)	$	(22,345	)	$	(20,267	)

March 31, 2023
(000’s)

December 31, 2022
(000’s)

Total Assets

BioSig
$ 5,162 $ 4,051
ViralClear
25 49
NeuroClear
10 10
$ 5,197 $ 4,110

	September 30, 2023 (000’s)		December 31, 2022 (000’s)
Total Assets
BioSig	$	3,135	$	4,051
ViralClear		12		49
BioSig AI		7		10
Total Assets	$	3,154	$	4,110

NOTE 13 –RELATED PARTY TRANSACTIONS

Accounts payable and accrued expenses include due to related parties comprised primarily director fees and travel reimbursements. Due to related parties as of ~~March 31,~~September 30, 2023 and December 31, 2022 was $0$0 and ~~$120,000,~~$120,000, respectively.

During the three and nine months ended ~~March 31,~~September 30, 2023, the Company’s Chief Financial Officer participated in the Company’s 2023 PIPES, acquiring 232,882shares of the Company’s common stock and 116,441 warrants to acquire the Company’s common stock at an exercise price of ~~$0.7963,~~$0.7963, expiring August 8, 2028 for an investment of ~~$200,000.~~$200,000.

During the three and nine months ended ~~March 31,~~September 30, 2023 and 2022, the Company’s former Chief Financial Officer guaranteed issued corporate credit cards for no consideration.

NOTE 14 –SUBSEQUENT EVENTS

Equity Transactions

~~In April and May~~On October 4, 2023, the Company issued ~~10,835~~2,500 shares of its common stock for ~~vesting~~vested restricted stock ~~units and 2,824,346 shares for its common stock for services rendered, valued at $3,542,453, of which $495,550 was recorded as stock-based compensation at March 31, 2023.~~units.

On ~~May 5,~~October 12, 2023, the Company granted an aggregate of 30,000 options to purchase shares of its common stock to two employees. The options are exercisable at $1.35 per share for ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning May 5, 2024 for two years.

~~Equity sales:~~

~~On April 18, 2023, The~~ Company entered into a ~~Securities Purchase Agreement~~securities purchase agreement with certain accredited ~~and institutional~~ investors, pursuant to which the Company sold to the ~~Investors an aggregate of 792,454~~investors 1,129,996 shares of the Company’s common stock at a purchase price of ~~$1.1925~~$0.52876 per share, and warrants to purchase up to ~~396,227~~564,998 shares of the Company’s common stock, at an exercise price of ~~$1.13~~$0.46626 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for ~~aggregate consideration~~gross proceeds of ~~$945,001.~~

$597,497. Pursuant to ~~certain tail provisions in~~ an engagement agreement, dated ~~October 11, 2022,~~July 26, 2023, the Company ~~had~~ entered into with Laidlaw, the Company issued to Laidlaw ~~in connection with the common stock sale,~~ a warrant to purchase ~~7,862~~ 84,750 shares of ~~Common Stock~~the Company’s common stock at an exercise price of ~~$1.13~~$0.46626 per ~~share (the “Laidlaw Warrant”).~~share. The Laidlaw ~~Warrant will become~~warrant becomes exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance.

From October 26, 2023 through October 31, 2023, the Company sold 209,314 shares of its common stock through the Ascendiant Sales Agreement for net proceeds of $84,916, after transactional costs of $2,655.

In October 2023, the Company issued an aggregate of 525,000 shares of its common stock for services rendered valued at $282,073.

~~Table~~

The Company terminated the Ascendiant Sales Agreement with Ascendant, effective as of ~~Contents~~

November 6, 2023.

On November 8, 2023, the Company granted 15,000 options to purchase shares of its common stock to an employee. The options are exercisable at $0.3573 per share for ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning November 8, 2024 for two years.

Registered Direct Offering

On November 8, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company sold in a registered direct offering 6,996,922 shares of the Company’s common stock, Series A warrants to purchase up to 6,996,922 shares of common stock, and Series B warrants to purchase up to 6,996,922 shares of common stock, at a purchase price of $0.3573 per share of common stock and associated warrants, for gross proceeds of approximately $2.5 million, net of expenses of approximately $295,950. The Series A warrants and Series B warrants have an exercise price of $0.3573 per share and will become exercisable on the effective date of stockholder approval for the issuance of the shares upon exercise of the warrants (or, if permitted by the applicable rules and regulations of the Nasdaq Stock Market, upon payment by the holder of $0.125 per share in addition to the applicable exercise price). The Series A warrants will expire on November 13, 2028, and the Series B warrants will expire on May 13, 2025.

Pursuant to the engagement agreement entered into between the Company and H.C. Wainwright & Co., LLC as placement agent (“Wainwright”), the Company agreed to pay to Wainwright, or its designees, (1) fees equal to 8.0% of the aggregate gross proceeds raised in the offering and (2) warrants to purchase up to 489,785 shares of common stock, or 7.0% of the aggregate number of shares of common stock sold in the offering. The placement agent warrants have an exercise price of $0.4466 per share (125% of the public offering price per share) and have substantially the same terms as the Series A warrants. The Company also agreed to reimburse Wainwright $50,000 for non-accountable expenses and $15,950 for clearing fees. The offering closed on November 13, 2023.

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.

Business Overview

BioSig Technologies, Inc.

BioSig Technologies (“BioSig” or the “Company”) is a medical ~~device~~technology company ~~commercializing an advanced digital signal processing technology platform to deliver insights to~~focused on deciphering the ~~treatment~~body’s electrical signals, starting with heart rhythms. By leveraging a unique combination of ~~cardiovascular arrhythmias. Through collaboration with physicians, experts,~~hardware and ~~healthcare leaders across the field of electrophysiology (EP),~~software, we are committed to ~~addressing~~delivering unprecedented cardiac signal clarity, helping to end the reliance on ‘mixed signals’ and ‘reading between the lines.’ Our platform technology aims to address some of healthcare’s biggest ~~priorities —~~ challenges—saving time, saving costs, and saving lives.

~~Our~~The Company’s first product, the PURE EP™ ~~System, is~~Platform, an FDA 510(k) cleared non-invasive class II device, ~~consisting~~provides superior, real-time signal visualization allowing physicians to perform highly targeted cardiac ablation procedures with increased procedural efficiency and efficacy.

The PURE EP™ Platform helps to serve physicians by enabling the real-time acquisition of raw cardiac signal data—absent of unnecessary noise or interference inherent in traditional approaches. By leveraging a ~~unique~~first-of-its-kind combination of hardware and software, ~~designed to provide unprecedented signal clarity and precision for real-time visualization of intracardiac signals paving~~ the ~~way for personalized patient care. Integrating with existing systems in the EP lab,~~ PURE EP™ Platform is designed to ~~accurately pinpoint even~~deliver unprecedented intracardiac signal purity that pushes the ~~most complex signals to maximize procedural success~~boundaries of cardiac arrhythmia identification, diagnosis, and ~~efficiency.~~treatment.

In a blinded clinical study published in the Journal of Cardiovascular Electrophysiology, electrophysiologists rated PURE EP™ ~~Software Version 6~~as superior to conventional systems for 75.2% of signal samples, with ~~ACCUVIZ™ Module released late 2022, is the first to be designed and launched by the Company’s new commercial and operations team and represents the most advanced iteration~~87% earning a rating of the Company’s digital signal processing technology. Software Version 6 delivers a new level of efficiency enabling unlimited, real-time analysis of intracardiac signals. In addition, the new ACCUVIZ™ Module introduces advanced signal processing automation, elevated visualization of clear cardiac signal information, and even smarter workflows.equivalent or superior.

Other unique software functionalities—including Automatic Tachycardia Characterization (ATC) and TRUSOURCE™ Analysis & Report—aim to improve clinical workflow and deliver clear, actionable insights to today's electrophysiologist during cardiac catheter procedures.

~~By capturing critical cardiac signals—even the most complex,~~Data presented at Heart Rhythm Society 2023 demonstrated the PURE EP™ ~~System is designed~~Platform’s capacity to ~~enhance clinical decision-making~~facilitate ablations in a third of the usual time, reducing procedure time and ~~improve clinical~~improving workflow ~~for all types of arrhythmias - even the most challenging procedures for cardiac arrhythmias, like ventricular tachycardia (VT) and atrial fibrillation (AF).~~efficiencies, without sacrificing accuracy, precision, or efficacy.

The PURE ~~EP System~~EP™ Platform is currently in a national commercial launch and ~~in regular use at~~an integral part of well-respected healthcare systems, ~~such as~~including Mayo Clinic, Texas Cardiac Arrhythmia Institute, Cleveland Clinic, and Kansas City Heart Rhythm Institute. ~~In a blinded clinical study published in~~

On November 2, 2023, the ~~Journal~~Company announced that Mayo Clinic-Phoenix—an existing user of ~~Cardiovascular Electrophysiology, electrophysiologists rated~~the PURE EP™ ~~as equivalent or superior~~Platform—has upgraded to ~~conventional systems for 93.6% of signal samples, with 75.2% earning a superior rating.~~

~~On January 10, 2023, we announced that Bellin Health entered into an agreement for an option~~the Platform’s subscription model to ~~acquire a PURE EP™ System. Through a formal evaluation, Bellin reported that clear~~gain immediate access to the Company’s latest technological advancements in cardiac ~~signals positively impacted procedural efficiency resulting in cost savings per procedure.~~arrhythmia identification.

~~Table of Contents~~

In addition to clinical evaluation, we have conducted pre-clinical evaluation with the PURE EP™ ~~System~~Platform under several protocols at Mayo Clinic in Rochester, Minnesota (including novel research programs such as Artificial Intelligence, or AI, and repolarization), we also conducted studies at Mount Sinai Hospital in New York, New York, the University of Pennsylvania, and Cleveland Clinic. We intend to continue additional research and development studies with our technology at institutions including Mayo Clinic and Cleveland ~~Clinic – a Research Agreement was signed with the Cleveland Clinic to explore expanded applications for our digital signal processing technology.~~Clinic.

~~Over 3,000 procedures have been performed using the PURE EP™ System with more than 80 physicians at 21 hospitals across the United States.~~

Our patent portfolio now includes 2535 (issued/allowed) issued utility patents ~~(18~~(24 utility patents where BioSig is at least one of the applicants). ~~Thirty four~~Twenty-three additional U.S. and foreign utility patent applications are pending covering various aspects of our PURE EP ~~System~~Platform for recording, measuring, calculating and displaying of electrocardiograms during cardiac ablation procedures ~~(thirty four~~(23 U.S. and foreign utility patent applications where either BioSig, Mayo, or both is at least one of the applicants). ~~Two of these~~We also have one allowed and one pending U.S. patent applications ~~are~~ directed to artificial intelligence (AI). We also have 30 issued worldwide design patents, which cover various features of our display screens and graphical user interface for enhanced visualization of biomedical signals (30 design patents where BioSig is at least one of the applicants). Finally, of the 34patents and patent applications mentioned above, we have licenses to 711 patents and 139 additional worldwide utility patent applications from Mayo Foundation for Medical Education and Research that are pending (7(11 patents and 139 applications where only Mayo is the applicant). These patents and applications are generally directed to electroporation and stimulation.

ViralClear Pharmaceuticals, Inc.

ViralClear Pharmaceuticals, Inc. (“ViralClear”) is a majority-owned subsidiary of the Company originally known as NeuroClear Technologies, Inc. The subsidiary was established November 2018 to pursue additional applications of the PURE EP™ signal processing technology outside of EP. In March 2020, it was renamed ViralClear in connection with its prior objective to develop merimepodib, a broad-spectrum anti-viral agent that showed potential to treat COVID-19. We currently do not intend to further develop merimepodib and have discontinued our pharmaceutical operations. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology with an initial emphasis on developing a novel nerve recording system. As of ~~May 15,~~November 14, 2023, the Company retains 69.08% ownership of ViralClear.

Currently, ViralClear is an ~~early stage~~early-stage medical device company that is developing N-SENSE™, a novel sensing technology platform for high-speed electroneurogram (ENG) recordings. The specifications for this new product were based on the core competencies of the PURE EP™ signal processing technology, such as broad dynamic range of recorded signals and low signal-to-noise ratio and adapted to address disorders of the autonomic nervous systems through recordings and analysis of action potentials, the impulses along the membrane of a muscle cell or a nerve cell. These impulses are considered to carry valuable clinical information but may be difficult to detect through conventional recording platforms.

ViralClear aims to address what we believe to be the two main challenges of bioelectronic medicine devices: achieving accurate and targeted stimulation of specific nerves in a nerve bundle and implementing an effective feedback loop that can self-adjust for the optimal amount and timing of stimulation. We believe that advancements in overcoming these challenges will improve the safety and efficacy of current treatments and contribute to the developments of new therapy lines.

ViralClear will continue to have cash and a shareholder base. Given its corporate history and almost four years of segregated operations, we believe that this entity can be of great value to the shareholders as we evaluate emerging growth businesses across various industry segments that aim for a Nasdaq listing.

~~NeuroClear Technologies,~~BioSig AI Sciences, Inc.

On July 2, 2020, ~~the Company~~we formed an additional subsidiary, NeuroClear Technologies, Inc. ~~(“NeuroClear”)~~, a Delaware corporation, which was renamed to BioSig AI Sciences, Inc. (“BioSig AI”) on May 31, 2023, to pursue ~~additional applications~~clinical needs of cardiac and neurological disorders through recordings and analyses of action potential. BioSig AI intends to join BioSig’s technology team with external partners and collaborators to advance the research and development of an artificial intelligence (“AI”) medical device platform.

In June and July 2023, BioSig AI sold 2,205,000 shares of its common stock for net proceeds of $1,971,277 to fund initial operations. On September 30, 2023, and as of November 14, 2023 we had a majority interest in BioSig AI of 84.5%.

On July 20, 2023, BioSig AI announced that it was selected to join NVIDIA Inception, a program designed to partner with companies revolutionizing industries with advancements in AI and data sciences.

Nasdaq Minimum Bid Price Requirement

On September 6, 2023, we received a letter from the Listing Qualifications Department of the ~~PURE EP™ signal processing technology outside~~Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of ~~cardiac electrophysiology. We own 100%~~our common stock for the 30 consecutive business days between July 25, 2023, to September 5, 2023, we did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until March 4, 2024 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

In order to regain compliance with Nasdaq’s minimum bid price requirement, our common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event we do not regain compliance by the end of the ~~outstanding~~Compliance Period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If we meet these requirements, we may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that we will be unable to cure the deficiency, or if we are not otherwise eligible for the additional cure period, Nasdaq will provide notice that our common stock ~~as of March 30, 2022 and the subsidiary is currently dormant.~~

~~Our intention is~~will be subject to move the neurotech assets from ViralClear into NeuroClear where the current and future neurotech assets would be housed. We intend to further develop our nerve recording system and ultimately bring the technology to market under NeuroClear Technologies, Inc.delisting.

~~Table of Contents~~

Recent Developments

~~Appointment of Chief Financial Officer~~

On February 2, 2023, we appointed Mr. Steve Buhaly as our Chief Financial Officer of the Company, whose employment commenced on February 6, 2023. Mr. Buhaly brings to the Company over thirty years of experience in finance, accounting, general management, product development and manufacturing. In connection with his appointment, Mr. Buhaly’s annual base salary will be $100,000, less applicable payroll deductions and tax withholdings.

Private Placements (BioSig Technologies, Inc.)

During the period from ~~January~~July 2023 through ~~April~~October 2023, we completed ~~eight~~four private placement transactions ~~were~~where we sold shares and warrants to certain institutional and accredited investors, consisting of (i) an aggregate of ~~9,292,754~~5,047,344 shares of our common stock, at purchase prices ranging from ~~$0.5761~~$0.52876 to ~~$1.1925~~$1.02206 per share, and (ii) warrants to purchase up to an aggregate of ~~4,646,377~~2,523,672 shares of our common stock at exercise prices ranging from ~~$0.5136~~$0.46626 to ~~$1.13~~$0.95956 with a weighted average exercise price of ~~$0.8279~~$0.6226 per share, for aggregate consideration of approximately ~~$7.67 million.~~$3.2 million, after transactional expenses.

In addition, pursuant to (i) certain tail provisions in an engagement agreement, dated October 11, 2022, we had entered into with Laidlaw, ~~we issued to Laidlaw warrants to purchase an aggregate of 291,311 shares of common stock in connection with the transactions noted above.~~

~~In addition, pursuant to~~(ii) certain compensation provisions in an engagement agreement, dated February 24, 2023, we had entered into with Laidlaw, and (iii) certain compensation provisions in an engagement agreement, dated July 26, 2023, we had entered into with Laidlaw, we issued to Laidlaw warrants to purchase an aggregate of ~~117,076~~302,898 shares of common stock in connection with the transactions noted above.

At-the-Market Offerings

On August 18, 2023, we entered into a Controlled Equity Offering^SM Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co., to act as our sales agent or principal (“Cantor”), with respect to the issuance and sale of up to $30.0 million of our shares of common stock, from time to time in an at-the-market public offering. We agreed to pay Cantor a commission of equal to 3.0% of the gross proceeds from the sale of the shares of common stock pursuant to the Cantor Sales Agreement. From August 22, 2023 through September 6, 2023, we sold 218,810 shares of our common stock through the Cantor Sales Agreement for net deficit of $(899), after transactional costs of $120,430. We terminated the Cantor Sales Agreement with Cantor, effective as of September 15, 2023.

On September 15, 2023, we entered into an At-The-Market Issuance Sales Agreement (the “Ascendiant Sales Agreement”) with Ascendiant Capital Markets, LLC, to act as our sales agent or principal (“Ascendiant”), with respect to the issuance and sale of up to $30.0 million of our shares of common stock, from time to time in an at-the-market public offering. We agreed to pay Ascendiant a commission of equal to 3.0% of the gross proceeds from the sale of the shares of common stock pursuant to the Ascendiant Sales Agreement. From September 21, 2023 through September 25, 2023, we sold 79,800 shares of our common stock through the Ascendiant Sales Agreement for net deficit of $(2,004), after transactional costs of $48,770. We terminated the Ascendiant Sales Agreement with Ascendiant, effective as of November 6, 2023.

Registered Direct Offering

November 8, 2023, we entered into a securities purchase agreement with an institutional investor, pursuant to which we sold in a registered direct offering 6,996,922 shares of our common stock, Series A warrants to purchase up to 6,996,922 shares of common stock, and Series B warrants to purchase up to 6,996,922 shares of common stock, at a purchase price of $0.3573 per share of common stock and associated warrants, for gross proceeds of approximately $2.5 million, net of expenses of approximately $295,950. The Series A warrants and Series B warrants have an exercise price of $0.3573 per share and will become exercisable on the effective date of stockholder approval for the issuance of the shares upon exercise of the warrants (or, if permitted by the applicable rules and regulations of the Nasdaq Stock Market, upon payment by the holder of $0.125 per share in addition to the applicable exercise price). The Series A warrants will expire on November 13, 2028, and the Series B warrants will expire on May 13, 2025.

Pursuant to the engagement agreement entered into by and between us and H.C. Wainwright & Co., LLC as placement agent (“Wainwright”), we agreed to pay to Wainwright, or its designees, (1) fees equal to 8.0% of the aggregate gross proceeds raised in the offering and (2) warrants to purchase up to 489,785 shares of common stock, or 7.0% of the aggregate number of shares of common stock sold in the offering. The placement agent warrants have an exercise price of $0.4466 per share (125% of the public offering price per share) and have substantially the same terms as the Series A warrants. We also agreed to reimburse Wainwright $50,000 for non-accountable expenses and $15,950 for clearing fees. The offering closed on November 13, 2023.

Private Placements (BioSig AI Sciences, Inc.)

During the period from June 2023 through July 2023, BioSig AI completed two private placement transactions where BioSig AI sold shares to certain institutional and accredited investors, consisting of an aggregate of 2,205,000 shares of its common stock, at purchase price of $1.00 for aggregate consideration of approximately $2.1 million.

In addition, pursuant to certain compensation provisions in an engagement agreement, dated June 13, 2023, as amended on July 19, 2023, BioSig AI had entered into with Laidlaw, BioSig AI issued to Laidlaw warrants to purchase an aggregate of 130,500 shares of common stock in connection with the transactions noted above. The warrants are exercisable for five years from the date of issuance at an exercise price of $1.00 per share.

Results of Operations (000’s)

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, the timing and outcome of future regulatory submissions and uncertainty around the current pandemic. Due to these uncertainties, accurate predictions of future operations are difficult or impossible to make.

Three Months Ended ~~March 31,~~September 30, 2023 Compared to Three Months Ended ~~March 31,~~September 30, 2022 (000’s)

Revenues and Cost of Goods Sold. Revenue for the three months ended ~~March 31,~~September 30, 2023 ~~totaled $5~~was $1, comprised of recognized service revenue, as compared to $135, comprised of product sales of $127 and recognized service revenue of $8, for the three months ended ~~March 31, 2022 both comprised of service revenue.~~September 30, 2022.

We derive our revenue primarily from the sale of our medical device, PURE EP ~~system,~~Platform, as well as related support and maintenance services and software upgrades in connection with the ~~system.~~device.

We recognize revenue in accordance with Accounting Standards Codification (ASC) 842, Leases for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”). for non-lease components. For medical device sales, we recognize revenue under ASC 606.

Cost of sales for the three months ended ~~March 31,~~September 30, 2023 ~~and 2022~~ was ~~nil.~~

~~Gross profit from~~nil as compared to $30 for the three months ended ~~March 31,~~September 30, 2022.

Gross profit for the three months ended September 30, 2023 ~~and 2022~~ was ~~$5 and $8~~$1 or ~~100.0%.~~100% as compared to $105 or 77.8% for the three months ended September 30, 2022.

Research and Development Expenses. Research and development expenses for the three months ended ~~March 31,~~September 30, 2023 were ~~$1,062,~~$1,145, a decrease of ~~$555,~~$588, or ~~34.3%~~33.9%, from ~~$1,617~~$1,733 for the three months ended ~~March 31,~~September 30, 2022. The decrease is primarily due to ~~reduced salaries~~decreases in payroll, consulting, and ~~consulting~~research and clinical studies and design work to ~~$805~~$1,012 for the three months ended ~~March 31,~~September 30, 2023 as compared to ~~$1,182~~$1,603 for the three months ended ~~March 31,~~September 30, 2022 primarily in the BioSig Technologies segment, a decrease of ~~$377~~$591 or ~~31.9%~~36.9%. ~~In addition, we incurred a reduction in travel and supplies from $253 for the three months ended March 31, 2022 to $49 for the current period; a decrease of $204 or 80.6%.~~

Research and development expenses were comprised of the following:

~~Table of Contents~~

Three months ended:

March 31, 2023

March 31, 2022

Salaries and equity compensation
$ 798 $ 1,051
Consulting expenses
7 131
Research and clinical studies and design work
159 112
Data/AI development
37 50
Regulatory
12 20
Travel, supplies, other
49 253
Total
$ 1,062 $ 1,617

	September 30, 2023		September 30, 2022
Salaries and equity compensation	$	815	$	854
Consulting expenses		135		193
Research and clinical studies and design work		62		556
Data/AI development		54		19
Regulatory		21		7
Travel, supplies, other		58		104
Total	$	1,145	$	1,733

Stock based compensation for research and development personnel was ~~$90~~$147 and ~~$373~~$115 for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

General and Administrative Expenses. General and administrative expenses for the three months ended ~~March 31,~~September 30, 2023 were ~~$6,245,~~$2,815, a decrease of ~~$156,~~$1,959 or ~~2.4%~~41.0%, from ~~$6,401~~$4,774 incurred in the three months ended ~~March 31,~~September 30, 2022. This decrease is primarily due to ~~reduction in the activities of our ViralClear segment, net with an increase~~a decrease in employee and service provider (stock-based) 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 decreased to ~~$2,086~~$1,808 in the current period from ~~$2,532~~$1,947 for the three months ended ~~March 31,~~September 30, 2022, a decrease of ~~$446,~~$139, or ~~17.6%~~7.1%. The decrease was primarily due to reduced staff in commercialization, sales and general and administration in the BioSig Technologies segment. We incurred ~~$2,044~~$(506) 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 ~~March 31,~~September 30, 2023 as compared to ~~$1,643~~$422 in stock-based compensation for the same period in 2022.

Professional services for the three months ended ~~March 31,~~September 30, 2023 totaled ~~$422, an increase~~$241, a decrease of ~~$82,~~$52, or ~~24.1%~~17.7%, over the ~~$340~~$293 recognized for the three months ended ~~March 31,~~September 30, 2022. Of professional services, legal fees totaled ~~$267~~$170 for the three months ended ~~March 31,~~September 30, 2023; ~~an increase~~a decrease of ~~$34,~~$18, or ~~14.6%~~9.6%, from ~~$233~~$188 incurred for the three months ended ~~March 31,~~September 30, 2022. The ~~increase is~~decrease in legal fees are primarily due to lower costs incurred in 2023 for financing, contract work and patent filings for the BioSig Technologies segment ~~not incurred in~~as compared to the ~~prior period.~~three months ended September 30, 2022. Accounting fees incurred in the three months ended ~~March 31,~~September 30, 2023 amounted to ~~$76, a decrease~~$26, an increase of ~~$31,~~$7, or ~~29.0%~~36.8%, from ~~$107~~$19 incurred in same period last year. In ~~2022,~~2023, we incurred added ~~audit costs for the ViralClear~~accounting fees relating to financing in our BioSig Technologies segment.

Consulting, public and investor relations fees for the three months ended ~~March 31,~~September 30, 2023 were ~~$945~~$734 as compared to ~~$896~~$1,663 incurred for the three months ended ~~March 31,~~September 30, 2022, ~~an increase~~a decrease of ~~$49,~~$929, or ~~5.5%~~55.9%. The ~~increase~~decrease primarily related to a reduction in ~~consulting,~~ marketing and ~~investor relations fees~~consulting during the three months ended ~~March 31,~~September 30, 2023 ~~related~~as compared to ~~our efforts to develop our recognition throughout~~ the ~~medical industry.~~same period, last year.

Travel, meals and entertainment costs for the three months ended ~~March 31,~~September 30, 2023 were ~~$199,~~$165, a decrease of ~~$100,~~$150, or ~~33.4%~~47.6%, from ~~$299~~$315 incurred in the three months ended ~~March 31,~~September 30, 2022. Travel, meals and entertainment costs include travel related to business development and financing. The decrease in 2023 was due to better efficiency with our commercialization effort in 2023 as compared to 2022.

Rent for the three months ended ~~March 31,~~September 30, 2023 totaled ~~$92,~~$96, a decrease of ~~$14,~~$13, or ~~13.2%~~11.9%, from ~~$106~~$109 incurred in three months ended ~~March 31,~~September 30, 2022. The decrease in rent for 2023 as compared to 2022 is due primarily to a lower negotiated rent for our Los Angeles offices and reduction in our short-term storage leases in 2023.

Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended ~~March 31,~~September 30, 2023 totaled ~~$84,~~$92, an increase of ~~$29,~~$8, or ~~52.7%~~9.5%, over the expense of ~~$55~~$84 incurred in the three months ended ~~March 31,~~September 30, 2022, as a result of the adding additional manufacturing, office computers and other equipment.

Preferred Stock Dividend. Preferred stock dividend for the three months ended ~~March 31,~~September 30, 2023 ~~and 2022~~ totaled ~~$2.~~$2, a decrease of $17 over the expense of $19 incurred in the three months ended September 30, 2022. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015. In addition, the Series C Preferred stock conversion rate reset from $2.27 to $0.25 in 2022, therefore we recorded a noncash deemed preferred stock dividend of $17 during the three months ended September 30, 2022.

Net Loss Attributable to BioSig Technologies, Inc. Common Shareholders. As a result of the foregoing, net loss attributable to common shareholders for the three months ended ~~March 31,~~September 30, 2023 was ~~$7,334~~$4,569 compared to a net loss of ~~$7,965~~$6,391 for the three months ended ~~March 31,~~September 30, 2022.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022 (000’s)

Revenues and Cost of Goods Sold. Revenue for the nine months ended September 30, 2023 totaled $6 comprised of recognized service revenue as compared to $151 for the nine months ended September 30, 2022 comprised of product sales of $127 and recognized service revenue of $24.

We derive our revenue primarily from the sale of our medical device, PURE EP Platform, as well as related support and maintenance services and software upgrades in connection with the device.

We recognize revenue in accordance with Accounting Standards Codification (ASC) 842, Leases for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, we recognize revenue under ASC 606.

Cost of sales for the nine months ended September 30, 2023 was nil as compared to $30 for the nine months ended September 30, 2022.

Gross profit for the nine months ended September 30, 2023 was $6 or 100% as compared to $121 or 80.1% for the nine months ended September 30, 2022.

Research and Development Expenses. Research and development expenses for the nine months ended September 30, 2023 were $3,916, a decrease of $785, or 16.7%, from $4,701 for the nine months ended September 30, 2022. The decrease is primarily due to a reduction in travel, supplies and other costs for the nine months ended September 30, 2023 as compared the nine months ended September 30, 2022 in the BioSig Technologies segment; a decrease of $282 or 64.2% in addition to reductions in consulting, research and design work.

Research and development expenses were comprised of the following:

Nine months ended:

	September 30, 2023		September 30, 2022
Salaries and equity compensation	$	3,063	$	3,013
Consulting expenses		203		364
Research and clinical studies and design work		338		752
Data/AI development		91		97
Regulatory		64		36
Travel, supplies, other		157		439
Total	$	3,916	$	4,701

Stock based compensation for research and development personnel was $998 and $828 for the nine months ended September 30, 2023 and 2022, respectively.

General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2023 were $18,167, an increase of $2,690, or 17.4%, from $15,477 incurred in the nine months ended September 30, 2022. This increase is primarily due to recording an allowance for inventory of $1,307, an increase in stock-based compensation in the activities of our BioSig Technologies segment, offset by with 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 decreased to $5,848 in the current period from $6,521 for the nine months ended September 30, 2022, a decrease of $673, or 10.3%. The decrease was primarily due to reduced staff in commercialization, sales and general and administration in the BioSig Technologies segment. We incurred $5,534 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 months ended September 30, 2023 as compared to $1,891 in stock-based compensation for the same period in 2022.

Professional services for the nine months ended September 30, 2023 totaled $904, an increase of $105, or 13.1%, over the $799 recognized for the nine months ended September 30, 2022. Of professional services, legal fees totaled $573 for the nine months ended September 30, 2023; an increase of $22, or 4.0%, from $551 incurred for the nine months ended September 30, 2022. The increase is primarily due to costs incurred in 2023 for financing, contract work and patent filings for the BioSig Technologies segment not incurred in the prior period. Accounting fees incurred in the nine months ended September 30, 2023 amounted to $156, a decrease of $6, or 3.7%, from $162 incurred in same period last year. In 2022, we incurred added audit costs for the ViralClear and BioSig AI segments.

Consulting, public and investor relations fees for the nine months ended September 30, 2023 were $2,530 as compared to $3,043 incurred for the nine months ended September 30, 2022, a decrease of $513, or 16.9%. The decrease in consulting, marketing and investor relations fees during the nine months ended September 30, 2023 related reduced marketing costs in 2023 with our efforts to develop our recognition throughout the medical industry.

Travel, meals and entertainment costs for the nine months ended September 30, 2023 were $593, a decrease of $286, or 32.5%, from $879 incurred in the nine months ended September 30, 2022. Travel, meals and entertainment costs include travel related to business development and financing. The decrease in 2023 was due to better efficiency with our commercialization effort in 2023 as compared to 2022.

Rent for the nine months ended September 30, 2023 totaled $281, a decrease of $41, or 12.7%, from $322 incurred in nine months ended September 30, 2022. The decrease in rent for 2023 as compared to 2022 is due primarily to a lower negotiated rent for our Los Angeles offices and reduction in our short-term storage leases in 2023.

~~Table of Contents~~

Depreciation and Amortization Expense. Depreciation and amortization expense for the nine months ended September 30, 2023 totaled $268, an increase of $58, or 27.6%, over the expense of $210 incurred in the nine months ended September 30, 2022, as a result of the adding additional manufacturing, office computers and other equipment.

Preferred Stock Dividend. Preferred stock dividend for the nine months ended September 30, 2023 totaled $7, a decrease of $125 over the expense of $132 incurred in the nine months ended September 30, 2022. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015. In addition, the Series C Preferred stock conversion rate reset from $2.27 to $0.25 in 2022, therefore we recorded a noncash deemed preferred stock dividend of $125 during the nine months ended September 30, 2022.

Net Loss Attributable to BioSig Technologies, Inc. Common Shareholders. As a result of the foregoing, net loss attributable to common shareholders for the nine months ended September 30, 2023 was $22,999 compared to a net loss of $20,226 for the nine months ended September 30, 2022.

Segment Results

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 nine months ended ~~March 31,~~September 30, 2023 as compared to the three and nine months ended ~~March 31,~~September 30, 2022 are detailed in Note 12 of the accompanying unaudited condensed consolidated financial statements.

COVID-19

The World Health Organization ~~recently~~ determined that COVID-19 no longer fit the definition of a public health emergency and the U.S. government ~~has announced its plan to~~ let the declaration of a public health emergency associated with COVID-19 expire on May 11, 2023. COVID-19 is expected to remain a serious endemic threat for an indefinite future period and may continue to adversely affect the global economy, resulting in delaying to our commercialization objectives of the PURE EP ~~Systems~~Platform during 2023.

Liquidity and Capital Resources and Going Concern ($000’s)

As of ~~March 31,~~September 30, 2023, we had a working capital deficit of ~~$664,~~$2,860, comprised of cash of ~~$1,412,~~$389, accounts receivable of ~~$17,~~$14, current portion of inventory of ~~$345,~~$219, current portion of net investments in leases of ~~$101~~$102 and prepaid expenses and ~~vendor deposits~~other current assets of ~~$275,~~$322, which was offset by ~~$2,392~~$3,470 of accounts payable and accrued expenses, customer deposits of $4, accrued dividends on preferred stock issuances of ~~$93, customer deposits of $8~~$98 and of lease liability of ~~$321.~~$339. For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, we used ~~$5,649~~$14,371 of cash in operating activities and ~~$45~~$182 of cash in investing activities.

~~Three~~Nine Months Ended ~~March 31,~~September 30, 2023 Compared to ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2022 (000’s)

Cash provided by financing activities totaled ~~$6,748,~~$14,585, comprised of proceeds from the sale of our common stock and warrants, net of expenses, of ~~$482.~~$12,617, net used in at-the-market offerings of $(3) and proceeds from the sale of BioSig AI’s common stock of $1,971.

In the comparable period in 2022, our aggregate cash provided by financing activities totaled ~~$3,002~~$6,929 comprised of proceeds from the sale of our common ~~stock.~~stock of $5,820 and proceeds from the sale of our common stock in at-the-market offerings of $1,109. At ~~March 31,~~September 30, 2023, we had cash of ~~$1,412~~$389 compared to ~~$8,665~~$887 at ~~March 31,~~September 30, 2022. Our cash is held in bank deposit accounts. At ~~March 31,~~September 30, 2023 and ~~March 31,~~September 30, 2022, we had no convertible debentures outstanding.

Cash used in operations for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 was ~~$5,648~~$14,371 and ~~$5,941,~~$17,591, respectively, which represent cash outlays for research and development and general and administrative expenses in such periods. The decreases in cash outlays principally resulted in reduced operating costs, general and administrative expenses in 2023 and with increases in our operating assets of ~~$143~~$624 and a net ~~decrease~~increase in our operating liabilities of ~~$428.~~$492.

We used ~~$45~~$182 cash for investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, compared to ~~$55~~$110 for the ~~three~~nine months ended ~~March 31,~~September 30, 2022. For the current period and comparable period, we purchased ~~computer~~computers and other equipment.

We had an accumulated deficit as of ~~March 31,~~September 30, 2023 of ~~$223.3~~$239.0 million, as well as a net loss attributable to BioSig ~~Technologies, Inc.~~ of ~~$7.3~~$23.0 million and negative operating cash flows. We expect to continue incurring losses and negative cash flows from operations until our products (primarily PURE EP ~~System)~~Platform) reach full commercial profitability.

These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised due to our net losses and negative cash flows from operations since inception and our expectation is that these conditions will continue for the foreseeable future. We will require additional financing to fund future operations. Although we have commercial products available for sale, we have not generated significant revenues to date, and there is no assurance that we will be able to generate cash flow to fund operations. In addition, there can be no assurance that our research and development will be successfully completed or that any additional products will be approved or commercially viable. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, obtaining loans from various financial institutions or being awarded grants from government agencies, where possible. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

~~Table of Contents~~

Our plans include the continued commercialization of the PURE EP ~~System~~Platform and other applications of our core technology and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. Our shift from a focus on technology development to commercialization has allowed us to reduce our annual expenses in a meaningful way. As a result of this transition, we have been able to achieve savings through reductions in executive and management compensation and a reduction of our utilization of external consultants and professional service providers. We believe these cost-saving measures combined with our expectations of positive trends in commercial activity create the potential for us to achieve a lower cash flow breakeven rate. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations. The COVID-19 ~~pandemic~~endemic has resulted in significant financial market volatility and uncertainty, ~~in recent months,~~ and ~~COVID-19~~its ongoing impact may continue to adversely affect the global economy. In addition, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions, ~~and the start of~~such as the military conflict between Russia and ~~Ukraine.~~Ukraine, as well as the ongoing conflict between Israel and Hamas.

A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to 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.

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 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 ~~March 31,~~September 30, 2023, the aggregate stated value of our Series C Preferred Stock was $105. The triggering events include our being subject to a judgment of greater than $100 or our initiation of bankruptcy proceedings. If any of the triggering events contained in 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 demand. We will be 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~~Platform in addition to additional research and development costs relating to the PURE EP and other product candidates, including expenses related to clinical 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 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.

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.

~~Table~~

As of ~~Contents~~

~~Off-Balance Sheet Arrangements~~

~~We do~~September 30, 2023, we did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

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.

Revenue Recognition

We derive our revenue primarily from the sale of our medical device, the PURE EP™ ~~System,~~Platform, as well as related support and maintenance services and software upgrades in connection with the ~~system.~~device.

We recognize revenue in accordance with Accounting Standards Codification (ASC) 842, Leases (“ASC 842”) for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, the Company recognize revenue under ASC 606.

Under ASC 606, we determine revenue recognition through the following five steps:

	●	Identify the contract with the customer;

	●	Identify the performance obligations in the contract;

	●	Determine the transaction price;

	●	Allocate the transaction price to the performance obligation in the contract; and

	●	Recognize revenue when, or as, the performance obligations are satisfied.

Performance obligations are the units of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If we determine that it has not satisfied a performance obligation, we will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Once the PURE EP ~~system~~Platform is delivered, installed, and accepted by the customer, our performance obligation is recognized. Support, maintenance, and software upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP ~~System~~Platform and do not have the right to terminate their contracts unless we fail to perform material obligations.

We may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements.

~~Table of Contents~~

We record accounts receivable for amounts invoiced to customers for which we have an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to our contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue.

Our unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net (if any) in the Company’s consolidated balance sheet.

Research and Development

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 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.

Stock Based Compensation

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.

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 not designed at a reasonable assurance level and were not effective to 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.

~~Table of Contents~~

Changes in Internal Controls over Financial Reporting

Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of December 31, 2022, because management identified that inadequate identification, recording and reporting of stock based compensation due under consulting or other third-party contracts entered into by the Company, but not yet ratified by the Company’s Board of Directors which resulted in deficiencies, which, in aggregate, amounted to a material weakness in the Company’s internal control over financial reporting. The material weaknesses did not result in any identified misstatements to the consolidated financial statements and there were no changes to previously released financial results.

Management’s Remediation Plan

During the three months ended ~~March 31,~~September 30, 2023, we ~~have added additional measures including~~continued our initiative of requiring multiple reviews of contract language with all future contracts to ensure that any stock-based compensation is subject to the Company’s Board of Directors approval. We believe the added contract revision reviews will remediate the underlying deficiencies as identified by us. The remediation efforts will include an ongoing review of the implementation of additional controls to ensure all risks have been addressed. We believe the added contract revision reviews as well as implementation of additional levels of reviews of stock-based compensation will remediate the underlying deficiencies as identified by us.

As a result of the material weaknesses discussed above or of others, we may experience negative impacts on our ability to accurately report our results of operation and financial condition in a timely manner. If we do identify a material weakness in our internal control over financial reporting and are unsuccessful in implementing or following a remediation plan, or fail to update our internal control over financial reporting as our business evolves or to integrate acquired businesses into our controls system, if additional material weaknesses are found in our internal controls in the future, or if our external auditors cannot attest to the effectiveness of our internal control over financial review, if applicable, we may not be able to timely or accurately report our financial condition, results of operations or cash flows or to maintain effective disclosure controls and procedures. If we are unable to report financial information in a timely and accurate manner or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or enforcement actions by the SEC, an inability for us to be accepted for listing on any national securities exchange in the near future, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the market value of our common stock. Further, there are inherent limitations to the effectiveness of any system of controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. We could face additional litigation exposure and a greater likelihood of an SEC enforcement or other regulatory action if further restatements were to occur or other accounting-related problems emerge.

The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

~~Appointment of Chief Financial Officer~~

~~On February 2, 2023, we appointed Mr. Steve Buhaly as our Chief Financial Officer of the Company, whose employment commenced on February 6, 2023.~~

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

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in Item 1A. “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price.

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Form 10-Q. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

~~The COVID-19 pandemic~~Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market price and ~~related U.S. supply chain issues, including shipping~~liquidity of our common stock and ~~raw material disruptions, could~~our ability to access the capital markets.

Our common stock is listed on the Nasdaq Capital Market. If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum bid price requirements, Nasdaq may take steps to delist our common stock. Such a delisting would have a ~~continuing material impact~~negative effect on the ~~global supply chain, which could adversely impact our business results and financial condition.~~

~~We rely on a limited number of suppliers and manufacturers, particularly in the production and service~~price of our ~~PURE EP™ System.~~common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities. In the event of ~~interruption within~~a delisting, we would attempt to take actions to restore our ~~supply chain due~~compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to ~~global shortages~~become listed again, stabilize the market price or improve the liquidity of ~~key supplies, materials~~our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or ~~products,~~prevent future non-compliance with Nasdaq’s listing requirements.

On September 6, 2023, we received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of our common stock for the 30 consecutive business day period between July 25, 2023, through September 5, 2023, we did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until March 4, 2024 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).

~~Prolonged shortages in raw material supplies, delays and disruptions to manufacturing, production and shipping, congestion at key shipping ports and shortages in warehouse storage space due to~~initial listing standards for The Nasdaq Capital Market, with the supply chain crisis, could significantly and adversely affect our business if one or more of our manufacturers or suppliers are impacted by any interruption at a particular location or in relation to a particular material or component. To the extent the disruptions in the U.S. supply chain continue, our business, particularly the manufacturingexception of the ~~PURE EP™ System, could~~bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If we meet these requirements, we may be ~~adversely affected.~~granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that we will be unable to cure the deficiency, or if we are not otherwise eligible for the additional cure period, Nasdaq will provide notice that our common stock will be subject to delisting.

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

On August 18, 2023, BioSig Technologies, Inc. issued 250,000 shares of common stock to J. Safier Enterprises LLC in exchange for consulting services with a fair value of $159,100, pursuant to a consulting agreement dated July 25, 2023.

On August 18, 2023, BioSig Technologies, Inc. issued 250,000 shares of common stock to Seth Shaw in exchange for consulting services with a fair value of $159,100, pursuant to a consulting agreement dated July 26, 2023.

On August 18, 2023, BioSig Technologies, Inc. issued 200,000 shares of common stock to John Cesario in exchange for consulting services with a fair value of $127,280, pursuant to a consulting agreement dated July 26, 2023.

On August 18, 2023, BioSig Technologies, Inc. issued 35,000 shares of common stock to David A. Cesario in exchange for consulting services with a fair value of $22,274, pursuant to a consulting agreement dated July 26, 2023.

On August 21, 2023, BioSig Technologies, Inc. issued 25,000 shares of common stock to Zef Preka in exchange for consulting services with a fair value of $15,910, pursuant to a consulting agreement dated July 26, 2023.

On August 28, 2023, BioSig Technologies, Inc. issued 350,000 shares of common stock to Financial Genetics, LLC in exchange for consulting services with a fair value of $222,740, pursuant to a consulting agreement dated August 15, 2023.

On August 28, 2023, BioSig Technologies, Inc. issued 250,000 shares of common stock to Classic Solutions Corp in exchange for advisory services with a fair value of $139,250, pursuant to a consulting agreement dated August 24, 2023.

On September 26, 2023, BioSig Technologies, Inc. issued 55,000 shares of common stock to MBS GLOEQ Corp., Matt Silvers, President in exchange for consulting services with a fair value of $35,002, pursuant to a consulting agreement dated July 26, 2023.

On October 25, 2023, BioSig Technologies, Inc. issued 500,000 shares of common stock to Alchemist Assets Inc., Anneta Antonian, President in exchange for consulting services with a fair value of $269,950, pursuant to a consulting agreement dated October 24, 2023.

On October 26, 2023, BioSig Technologies, Inc. issued 25,000 shares of common stock to Dr. Lawrence A. May in exchange for consulting services with a fair value of $13,123, pursuant to a consulting agreement dated October 25, 2023.

~~None.~~The issuances of the shares of common stock as described above were not registered under the Securities Act, or the securities laws of any state, and the shares of the common stock were issued in reliance on the exemption from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

~~None.~~

~~Table of Contents~~

ITEM 6. EXHIBITS

Exhibit No.		Description
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 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)
3.9		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)
3.10		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)
3.11		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)
3.12		Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to the Exhibit 3.1 to the Form 8-K filed on September 27, 2019)
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		Amendment No. 2 to Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 28, 2022)
~~4.1~~ 3.15		Amendment No. 3 to Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 8, 2023)
4.1		Form of Common Stock Purchase Warrant dated January 24, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 24, 2023)
4.2		Form of Common Stock Purchase Warrant dated January 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 17, 2023)
4.3		Form of Common Stock Purchase Warrant dated January 26, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 26, 2023)
4.4		Form of Laidlaw Warrant dated January 24, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 7, 2023)
4.5		Form of Common Stock Purchase Warrant dated February 8, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 8, 2023)
4.6		Form of Laidlaw Warrant dated January 13, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on February 8, 2023)
4.7		Form of Laidlaw Warrant dated February 8, 2023 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on February 8, 2023)
4.8		Form of Common Stock Purchase Warrant dated February 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 13, 2023)
4.9		Form of Laidlaw Warrant dated March 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 15, 2023)
4.10		Form of Common Stock Purchase Warrant dated March 16, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 15, 2023)
4.11		Form of Laidlaw Warrant dated March 29, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 29, 2023)

~~Table of Contents~~

4.12		Form of Common Stock Purchase Warrant dated March 29, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 29, 2023)
4.13		Form of Common Stock Purchase Warrant dated April 21, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 21, 2023)

4.14		Form of Laidlaw Warrant dated April 21, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 21, 2023)
~~10.1~~ 4.15		Form of Common Stock Purchase Warrant dated May 22, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 22, 2023)
4.16		Form of Laidlaw Warrant dated May 22, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 22, 2023)
4.17		Form of Common Stock Purchase Warrant dated July 31, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 31, 2023)
4.18		Form of Laidlaw Warrant dated July 31, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on July 31, 2023)
4.19		Form of Common Stock Purchase Warrant dated September 12, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 12, 2023)
4.20		Form of Laidlaw Warrant dated September 12, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on September 12, 2023)
4.21		Form of Common Stock Purchase Warrant dated September 27, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 27, 2023)
4.22		Form of Laidlaw Warrant dated September 27, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on September 27, 2023)
4.23		Form of Common Stock Purchase Warrant dated October 16, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on October 16, 2023)
4.24		Form of Laidlaw Warrant dated October 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on October 16, 2023)
4.25		Form of Series A Common Stock Purchase Warrant dated November 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on November 13, 2023)
4.26		Form of Series B Common Stock Purchase Warrant dated November 13, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on November 13, 2023)
4.27		Form of Placement Agent Warrant dated November 13, 2023 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on November 13, 2023)
10.1		Form of Securities Purchase Agreement dated as of January 10, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 17, 2023)
10.2		Form of Securities Purchase Agreement dated as of January 23, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 24, 2023)
10.3		Form of Securities Purchase Agreement dated as of January 25, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 26, 2023)
10.4		General Release and Severance Agreement dated January 29, 2023 by and between Steve Chaussy and BioSig Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the amended Form 8-K filed on February 7, 2023)
10.5		Form of Securities Purchase Agreement dated as of February 3, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 8, 2023)
10.6		BioSig Technologies, Inc. 2023 Long-Term Incentive Plan dated February 7, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 9, 2023)
10.7		Form of Securities Purchase Agreement dated as of February 8, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 13, 2023)
10.8		Form of Securities Purchase Agreement dated as of March 14, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 15, 2023)
10.9		Form of Securities Purchase Agreement dated as of March 24, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 29, 2023)
10.10		Form of Securities Purchase Agreement dated as of April 18, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 21, 2023)
10.11		Form of Securities Purchase Agreement dated as of May 16, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 22, 2023)
10.12		Form of Securities Purchase Agreement dated as of June 30, 2023 by and between BioSig AI Sciences, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 30, 2023)
10.13		Form of Securities Purchase Agreement dated as of July 19, 2023 by and between BioSig AI Sciences, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 21, 2023)
10.14		Form of Securities Purchase Agreement dated as of July 31, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 31, 2023)
31.01*10.15		Controlled Equity Offering^SM Sales Agreement, dated August 18, 2023, by and between BioSig Technologies, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.1 to the Form 8-K filed on August 18, 2023)
10.16		Form of Securities Purchase Agreement dated as of September 12, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 12, 2023)
10.17		At-The-Market Issuance Sales Agreement, dated September 15, 2023, by and between BioSig Technologies, Inc. and Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Form 8-K filed on September 15, 2023)
10.18		Form of Securities Purchase Agreement dated as of September 21, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 27, 2023)
10.19		Form of Securities Purchase Agreement dated as of October 12, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 16, 2023)
10.20		Form of Securities Purchase Agreement dated as of November 8, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 13, 2023)
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*		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 LAB*		Inline XBRL Taxonomy Labels Linkbase Document
101 PRE*		Inline XBRL Taxonomy Presentation Linkbase Document
101 DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

~~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: ~~May 15,~~November 14, 2023	By:	/s/ Kenneth L. Londoner
		Kenneth L. Londoner
		Chairman & Chief Executive Officer (Principal Executive Officer)

Date: November 14, 2023	By:
~~Date: May 15, 2023~~	~~By:~~	/s/ Steven J. Buhaly
		Steven J. Buhaly
		Chief Financial Officer (Principal Accounting Officer)

~~iso4217:USD xbrli:shares~~

	March 31,			December 31,
	2023			2022
	(unaudited)
ASSETS
Current assets:
Cash	$	1,412		$	357
Accounts receivable		17			9
Inventory, short term		345			336
Net investment in leases, short term		101			101
Prepaid expenses and vendor deposits		275			325
Total current assets		2,150			1,128

Property and equipment, net		630			665

Right-to-use assets, net		634			705

Other assets:
Inventory, long term		1,142			1,141
Net investment in leases, long term		94			120
Patents, net		303			307
Other assets		244			44

Total assets	$	5,197		$	4,110

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses, including $0 and $120 to related parties as of March 31, 2023 and December 31, 2022, respectively	$	2,392		$	2,852
Customer deposits		8			-
Deferred revenue, short term		-			5
Dividends payable		93			91
Lease liability, short term		321			313
Total current liabilities		2,814			3,261

Lease liability, long term		368			452
Total long-term liabilities		368			452

Total liabilities		3,182			3,713

Commitments and contingencies (Note 11)

Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, 105 shares issued and outstanding; liquidation preference of $105 as of March 31, 2023 and December 31, 2022		105			105

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, 200,000 shares of Series F Preferred Stock, 105 shares of Series C outstanding as of March 31, 2023 and December 31, 2022 (see above)		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 66,857,687 and 54,610,638 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		67			55
Additional paid in capital		225,215			216,232
Accumulated deficit		(223,306	)		(215,974	)
Total stockholders' equity attributable to BioSig Technologies, Inc.		1,976			313
Non-controlling interest		(66	)		(21	)
Total equity		1,910			292

Total liabilities and equity	$	5,197		$	4,110

	Three months ended March 31,
	2023			2022
Revenue:
Service	$	5		$	8
Total revenue		5			8

Operating expenses:
Research and development		1,062			1,617
General and administrative		6,245			6,401
Depreciation and amortization		84			55
Total operating expenses		7,391			8,073

Loss from operations		(7,386	)		(8,065	)

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

Loss before income taxes		(7,382	)		(8,065	)

Income taxes (benefit)		-			-

Net loss		(7,382	)		(8,065	)

Non-controlling interest		50			102

Net loss attributable to BioSig Technologies, Inc.		(7,332	)		(7,963	)

Preferred stock dividend		(2	)		(2	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(7,334	)	$	(7,965	)

Net loss per common share, basic and diluted	$	(0.12	)	$	(0.22	)

Weighted average number of common shares outstanding, basic and diluted		61,426,514			35,997,298

					Additional						Non-
	Common stock				Paid in			Accumulated			controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2022		54,610,638	$	55	$	216,232		$	(215,974	)	$	(21	)	$	292
Common stock issued for services		1,167,500		1		1,096			-			-			1,097
Common stock issued in settlement of accounts payable		88,000		*		105			-			-			105
Sale of common stock and warrants, net transactional costs of $482		8,500,300		8		6,740			-			-			6,748
Stock based compensation		2,491,249		3		1,044			-			5			1,052
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(7,332	)		(50	)		(7,382	)
Balance, March 31, 2023 (unaudited)		66,857,687	$	67	$	225,215		$	(223,306	)	$	(66	)	$	1,910

	March 31, 2023 (000’s)		December 31, 2022 (000’s)
Deferred revenue-current	$	-	$	5
Deferred revenue-noncurrent		-		-
Total deferred revenue	$	-	$	5

	March 31, 2023 (000’s)		December 31, 2022 (000’s)
Finished goods-total	$	1,487	$	1,477
Finished goods-short term		345		336
Finished goods-long term	$	1,142	$	1,141

	March 31, 2023		March 31, 2022
Series C convertible preferred stock		514,984		162,634
Options to purchase common stock		4,616,151		4,869,484
Warrants to purchase common stock		8,867,786		3,432,040
Restricted stock units to acquire common stock		430,835		82,500
Totals		14,429,756		8,546,658

	March 31, 2023 (000’s)		March 31, 2022 (000’s)
Operating lease expense	$	71	$	85
Short-term lease expense		6		9
Variable lease expense		15		14
Total	$	92	$	108

	March 31, 2023 (000’s)		December 31, 2022 (000’s)
Accrued accounting and legal	$	735	$	646
Accrued reimbursements and travel		77		33
Accrued consulting		530		546
Accrued research and development expenses		187		625
Accrued product and equipment purchases		33		-
Accrued marketing		96		256
Accrued office and other		169		220
Accrued payroll		552		513
Accrued settlement related to arbitration		13		13
	$	2,392	$	2,852

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2022		4,555,484		$	3.49		6.7	$	3,000
Grants		250,000		$	1.25		10.0	$	-
Forfeited/expired		(189,333	)	$	5.23
Outstanding at March 31, 2023		4,616,151		$	3.30		6.7	$	184,520
Exercisable at March 31, 2023		3,268,952		$	3.98		6.0	$	125,750

	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2022		4,217,111	$	1.89		4.3	$	3,960
Issued		4,650,675	$	0.79		5.4		-
Outstanding at March 31, 2023		8,867,786	$	1.31		4.8	$	-

Vested and expected to vest at March 31, 2023		8,867,786	$	1.31		4.8	$	2,699,954
Exercisable at March 31, 2023		3,026,123	$	2.46		3.6	$	235,450

	March 31, 2023 (000’s)		December 31, 2022 (000’s)
Total Assets
BioSig	$	5,162	$	4,051
ViralClear		25		49
NeuroClear		10		10
	$	5,197	$	4,110

	March 31, 2023		March 31, 2022
Salaries and equity compensation	$	798	$	1,051
Consulting expenses		7		131
Research and clinical studies and design work		159		112
Data/AI development		37		50
Regulatory		12		20
Travel, supplies, other		49		253
Total	$	1,062	$	1,617

~~BIOSIG TECHNOLOGIES, INC.~~
*

~~CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY~~

~~THREE MONTHS ENDED MARCH 31, 2023~~

~~(In Thousands, Except Par Value and Share Amounts)~~
- less than $1