Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 12, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | BIOSIG TECHNOLOGIES, INC. | ||
Trading Symbol | BSGM | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 31,789,781 | ||
Entity Public Float | $ 182,302,855 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001530766 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Entity File Number | 001-38659 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-4333375 | ||
Entity Address, Address Line One | 54 Wilton Road, 2nd Floor | ||
Entity Address, City or Town | Westport | ||
Entity Address, State or Province | CT | ||
Entity Address, Postal Zip Code | 06880 | ||
City Area Code | (203) | ||
Local Phone Number | 409-5444 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 28,268,029 | $ 12,109,000 |
Inventory | 768,319 | 578,000 |
Prepaid expenses and vendor deposits | 301,000 | 141,000 |
Total current assets | 29,336,899 | 12,828,000 |
Property and equipment, net | 288,560 | 180,368 |
Right-to-use assets, net | 306,484 | 714,342 |
Other assets: | ||
Patents, net | 346,000 | 365,000 |
Trademarks | 1,000 | 1,000 |
Prepaid expenses, long term | 5,000 | 27,000 |
Deposits | 102,000 | 102,000 |
Total assets | 30,386,000 | 14,217,000 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $317 and $40 to related parties as of December 31, 2020 and 2019, respectively | 4,722,137 | 1,488,776 |
Dividends payable | 73,000 | 129,000 |
Lease liability, short term | 312,691 | 412,288 |
Total current liabilities | 5,108,000 | 2,030,000 |
Lease liability, long term | 720 | 311,131 |
Total debt | 5,109,000 | 2,341,000 |
Convertible Preferred Stock | 105,000 | 215,000 |
Equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.001 par value, authorized 200,000,000 shares, 30,764,792 and 23,323,087 issued and outstanding as of December 31, 2020 and 2019, respectively | 31,000 | 23,000 |
Additional paid in capital | 181,344,000 | 115,910,000 |
Accumulated deficit | (157,005,000) | (104,787,000) |
Total stockholders' equity (deficit) | 24,370,000 | 11,146,000 |
Non-controlling interest | 802,269 | 514,828 |
Total equity | 25,172,000 | 11,661,000 |
Total liabilities and stockholders' equity (deficit) | $ 30,386,000 | $ 14,217,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable and accrued expenses, related parties (in Dollars) | $ 317 | $ 40 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 30,764,792 | 23,323,087 |
Common stock, shares outstanding | 30,764,792 | 23,323,087 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 105 | 215 |
Preferred stock, shares outstanding | 105 | 215 |
Preferred stock, liquidation preference (in Dollars) | $ 105 | $ 215 |
Preferred stock, shares authorized | 4,200 | 4,200 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 200 | 200 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 600 | 600 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,400 | 1,400 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 200,000 | 200,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
Research and development | $ 18,135,862 | $ 9,739,000 |
General and administrative | 40,954,253 | 24,811,000 |
Depreciation and amortization | 94,000 | 54,000 |
Total operating expenses | 59,183,648 | 34,604,000 |
Loss from operations | (59,184,000) | (34,604,000) |
Other income (expense): | ||
Interest income, net | 45,000 | 133,000 |
Loss on foreign currency translation | (1,000) | 0 |
Loss before income taxes | (59,140,000) | (34,471,000) |
Income taxes (benefit) | 0 | 0 |
Net loss | (59,140,000) | (34,471,000) |
Non-controlling interest | 6,921,709 | 415,849 |
Net loss attributable to BioSig Technologies, Inc. | (52,218,000) | (34,055,000) |
Preferred stock dividend | (14,000) | (25,000) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (52,232,000) | $ (34,080,000) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (1.87) | $ (1.65) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 27,906,584 | 20,694,662 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Series D Preferred Stock [Member]Common Stock [Member]Cashless Exercise of Warrants [Member] | Series D Preferred Stock [Member]Common Stock [Member]Cashless Exercise of Options [Member] | Series D Preferred Stock [Member]Common Stock [Member]Settlement of Preferred Stock [Member] | Series D Preferred Stock [Member]Common Stock [Member]At-the-Market Offering [Member] | Series D Preferred Stock [Member]Common Stock [Member]Exercise of Options [Member] | Series D Preferred Stock [Member]Common Stock [Member]Exercise of Warrants [Member] | Series D Preferred Stock [Member]Common Stock [Member] | Series E Preferred Stock [Member]Additional Paid-in Capital [Member]Settlement of Preferred Stock [Member] | Series E Preferred Stock [Member]Additional Paid-in Capital [Member]At-the-Market Offering [Member] | Series E Preferred Stock [Member]Additional Paid-in Capital [Member]Exercise of Options [Member] | Series E Preferred Stock [Member]Additional Paid-in Capital [Member]Exercise of Warrants [Member] | Series E Preferred Stock [Member]Additional Paid-in Capital [Member]Trek Therapeutics, PBC [Member] | Series E Preferred Stock [Member]Additional Paid-in Capital [Member] | Series E Preferred Stock [Member]Retained Earnings [Member] | Series C Preferred Stock [Member]Settlement of Preferred Stock [Member] | Series C Preferred Stock [Member] | Noncontrolling Interest [Member]Trek Therapeutics, PBC [Member] | Noncontrolling Interest [Member] | Cashless Exercise of Options [Member] | At-the-Market Offering [Member] | Exercise of Options [Member] | Exercise of Warrants [Member] | Trek Therapeutics, PBC [Member] | Total |
Balance at Dec. 31, 2018 | $ 17 | $ 74,039 | $ (70,732) | $ 3,324 | ||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2018 | 16,868,783 | |||||||||||||||||||||||
Common stock issued for services | $ 2 | 9,674 | 9,676 | |||||||||||||||||||||
Common stock issued for services (in Shares) | 1,558,317 | |||||||||||||||||||||||
Sale of common stock | $ 2 | 10,005 | 10,007 | |||||||||||||||||||||
Sale of common stock (in Shares) | 2,386,462 | |||||||||||||||||||||||
Sale of subsidiary shares to non-controlling interest | 4,081 | $ 931 | 5,012 | |||||||||||||||||||||
Common stock issued upon exercise of warrants | $ 2 | 7,469 | 7,471 | |||||||||||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 162,592 | 1,860,479 | ||||||||||||||||||||||
Common stock issued in exchange for subsidiary shares (in Shares) | 90,714 | |||||||||||||||||||||||
Common stock issued upon exercise of options | 938 | $ 938 | ||||||||||||||||||||||
Common stock issued upon exercise of options (in Shares) | 92,788 | 189,620 | 360,457 | 189,620 | 550,077 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 139 | 260 | $ 139 | $ 260 | ||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 21,379 | 69,335 | 92,788 | 938,034 | ||||||||||||||||||||
Fair value of warrants issued to acquire research and development | 3,162 | $ 3,162 | ||||||||||||||||||||||
Change in fair value of modified options | 666 | 666 | ||||||||||||||||||||||
Stock based compensation | 5,502 | 5,502 | ||||||||||||||||||||||
Stock based compensation (in Shares) | 113,332 | |||||||||||||||||||||||
Preferred Stock dividend | (25) | (25) | ||||||||||||||||||||||
Net loss | (34,055) | (416) | (34,471) | |||||||||||||||||||||
Balance at Dec. 31, 2019 | $ 23 | 115,910 | (104,787) | 515 | $ 11,661 | |||||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 23,323,087 | 23,323,087 | ||||||||||||||||||||||
Common stock issued for services | $ 1 | 4,399 | $ 4,400 | |||||||||||||||||||||
Common stock issued for services (in Shares) | 679,555 | |||||||||||||||||||||||
Fair value of subsidiary shares issued to acquire research and development | $ 2,439 | 1,051 | $ 735 | 248 | $ 3,174 | 1,299 | ||||||||||||||||||
Sale of common stock | $ 5 | $ 2,228 | 25,210 | $ 2,228 | 25,215 | |||||||||||||||||||
Sale of common stock (in Shares) | 424,357 | 4,687,500 | ||||||||||||||||||||||
Sale of subsidiary shares to non-controlling interest | 7,124 | 3,468 | $ 10,592 | |||||||||||||||||||||
Common stock issued upon exercise of warrants | $ 1 | $ 2,089 | $ 2,090 | |||||||||||||||||||||
Common stock issued upon exercise of warrants (in Shares) | 12,840 | 542,646 | ||||||||||||||||||||||
Common stock issued in exchange for subsidiary shares | 24 | (24) | ||||||||||||||||||||||
Common stock issued in exchange for subsidiary shares (in Shares) | 83,055 | 44,850 | ||||||||||||||||||||||
Common stock issued upon exercise of options | $ 1 | $ 2,721 | $ 2,722 | |||||||||||||||||||||
Common stock issued upon exercise of options (in Shares) | 586,825 | 160,743 | 616,398 | 586,825 | 1,203,223 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends | $ 70 | 110 | $ 70 | $ 110 | ||||||||||||||||||||
Common stock issued upon conversion of preferred stock and accrued dividends (in Shares) | 15,516 | 29,334 | ||||||||||||||||||||||
Change in fair value of modified options | $ 0 | |||||||||||||||||||||||
Stock based compensation | 17,983 | 2,782 | 20,765 | |||||||||||||||||||||
Stock based compensation (in Shares) | 219,334 | |||||||||||||||||||||||
Preferred Stock dividend | (14) | (14) | ||||||||||||||||||||||
Net loss | (52,218) | (6,922) | (59,140) | |||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 31 | $ 181,344 | $ (157,005) | $ 802 | $ 25,172 | |||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 30,764,792 | 30,764,792 |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) - USD ($) | May 20, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 14, 2020 | Nov. 20, 2019 |
Warrants, per share | $ 10 | $ 3.75 | $ 3.75 | $ 6.16 | |||
Options, per share | $ 5.08 | $ 5.44 | |||||
Preferred Stock, per share | $ 50 | ||||||
Sale of common stock under At-the-market offering, transaction expenses (in Dollars) | $ 93,425 | $ 100 | $ 222,397 | ||||
At-the-Market Offering [Member] | |||||||
Sale of common stock under At-the-market offering, transaction expenses (in Dollars) | $ 222,000 | ||||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||
Warrants, per share | $ 4.02 | 4.02 | |||||
Options, per share | 4.95 | ||||||
Preferred Stock, per share | 3.75 | $ 3.75 | $ 3.75 | 3.75 | |||
Series D Preferred Stock [Member] | Common Stock [Member] | Settlement of Preferred Stock [Member] | |||||||
Preferred Stock, per share | $ 6.53 | 4.53 | 4.53 | $ 6.53 | |||
Series D Preferred Stock [Member] | Common Stock [Member] | Exercise of Options [Member] | |||||||
Options, per share | 4.64 | ||||||
Series D Preferred Stock [Member] | Common Stock [Member] | Exercise of Warrants [Member] | |||||||
Warrants, per share | $ 3.88 | $ 3.88 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (59,140,000) | $ (34,471,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 94,000 | 54,000 |
Amortization of right of use assets | 456,000 | 346,000 |
Equity based compensation | 25,165,000 | 15,178,000 |
Change in fair value of modified options | 0 | 666,000 |
Fair value of subsidiary stock issued to acquire research and development from Trek Therapeutics, PBC | 3,174,000 | 0 |
Fair value of warrants to acquire research and development | 0 | 3,162,000 |
Fair value of subsidiary stock issued to acquire research and development | 1,299,000 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | (287,000) | (578,000) |
Vendor deposits | (18,000) | 100,000 |
Prepaid expenses | (119,000) | (90,000) |
Payment of long term deposit | 0 | (48,000) |
Accounts payable | 3,233,000 | 538,000 |
Operating lease liabilities | (458,000) | (340,000) |
Net cash used in operating activities | (26,601,000) | (15,483,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from disposal of equipment | 0 | 3,000 |
Payments of patent costs | 0 | (111,000) |
Purchase of property and equipment | (87,000) | (177,000) |
Net cash used in investing activity | (87,000) | (285,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 25,215,000 | 10,007,000 |
Proceeds from sale of common stock under a At-the-market offering, net of issuance costs | 2,228,000 | 0 |
Proceeds from sale of subsidiary stock to non-controlling interest, net of issuance costs | 10,592,000 | 5,011,000 |
Proceeds from exercise of options | 2,722,000 | 938,000 |
Proceeds from exercise of warrants | 2,090,000 | 7,471,000 |
Net cash provided by financing activities | 42,847,000 | 23,427,000 |
Net increase in cash and cash equivalents | 16,159,000 | 7,659,000 |
Cash and cash equivalents, beginning of the period | 12,109,000 | 4,450,000 |
Cash and cash equivalents, end of the period | 28,268,000 | 12,109,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 0 | 0 |
Cash paid during the period for income taxes | 0 | 0 |
Non cash investing and financing activities: | ||
Dividend payable on preferred stock charged to additional paid in capital | 14,000 | 25,000 |
Right-to-use assets and lease liability recorded upon adoption of ASC 842 | 0 | 422,000 |
Record right-to-use assets and related lease liability | 2,000 | 588,000 |
Series C Preferred Stock [Member] | ||
Non cash investing and financing activities: | ||
Common stock issued upon conversion preferred stock and accrued dividends | $ 180,000 | $ 399,000 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business and organization BioSig Technologies, Inc. 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 enhanced signal acquisition, digital signal processing, and analysis during ablation of cardiac arrhythmias. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. On November 7, 2018, the Company formed 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 had potential against the COVID-19 virus (see below). At December 31, 2020, ViralClear was realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology. In 2019, ViralClear sold 896,690 shares of its common stock for net proceeds of $5 million to fund initial operations. As of December 31, 2019, the Company had a majority interest in ViralClear of 87.8%. On March 30, 2020, the subsidiary amended its Certificate of Incorporation to change its name to ViralClear Pharmaceuticals, Inc. from NeuroClear Technologies, Inc. On March 24, 2020, ViralClear entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Trek Therapeutics, PBC (“Trek”), a related party; an entity controlled by a member of the Company’s board of directors. Pursuant to the Asset Purchase Agreement, Trek sold to ViralClear all rights, title and interest of Trek and its affiliates to certain assets (the “Purchased Assets”). As consideration for the Purchased Assets, ViralClear agreed to pay Trek in upfront and milestone payments a combination of cash, shares of ViralClear’s common stock, which common stock may equal up to 10% of ViralClear’s outstanding equity, and sublicense fees in the event ViralClear sublicenses the Purchased Assets. On March 30, 2020, pursuant to the Asset Purchase Agreement, ViralClear paid $350,000 in cash and issued 634,910 shares of ViralClear’s common stock valued at $3.2 million to Trek. The purchased assets were accounted for as acquired research and development. On April 8, 2020, ViralClear entered into an Agreement with Mayo (the “Agreement”). The Agreement grants to ViralClear (i) an exclusive worldwide license, with the right to sublicense, within the field of anti-viral agents to target COVID-19 (the “Field”) to certain patent rights for the development and commercialization of products, methods, and processes for public use and benefit (the “Licensed Products”) and (ii) a non-exclusive worldwide license, with the right to sublicense, within the Field, to use the know-how of Mayo that is necessary to develop the Licensed Products. The Agreement will expire upon the later of either (a) the expiration of the licensed patent rights or (b) the 7th anniversary of the date of the first commercial sale of a Licensed Product, unless earlier terminated by Mayo for ViralClear’s failure to cure a material breach of the Agreement, ViralClear’s or a sublicensee’s commencement of any action or proceedings against Mayo or its affiliates other than for an uncured material breach of the Agreement by Mayo, or insolvency ViralClear. In connection with the Agreement, ViralClear issued to Mayo 259,959 shares of ViralClear’s common stock, par value $0.001 per share. ViralClear also agreed to make earned royalty payments to Mayo in connection with ViralClear’s sales of the Licensed Products along with certain milestone payments up to $0.2 million in the aggregate. The common stock issued, and cash paid was accounted for as acquired research and development. In May 2020, ViralClear sold 1,068,550 shares of its common stock to investors at $10.00 per share for net proceeds of $10.6 million to fund product development. In connection with the sale of ViralClear’s common stock in 2019, the Company provided that in the event that (i) the subsidiary stock is not listed on a national securities exchange by October 31, 2020, or (ii) a change of control, as defined in the stock purchase agreement, of ViralClear occurs, whichever is earlier, at the option of the holder of Subsidiary Stock, each share of Subsidiary Stock may be exchanged into shares of common stock of the Company at defined ratios. In November and December 2020, the Company issued an aggregate of 83,055 shares of common stock in exchange for 80,958 shares of ViralClear common stock. As such, as of December 31, 2020, the Company had a majority interest in ViralClear of 70.2%. On July 2, 2020, the Company formed an additional subsidiary, NeuroClear Technologies, Inc., a Delaware corporation, to pursue additional applications of the PURE EP™ signal processing technology outside of electrophysiology. On October 26, 2020, BioSig Technologies, Inc. halted ViralClear’s signal finding Phase 2 trial, “A Phase 2, Randomized, Double-Blind, Placebo-Controlled Study of the Efficacy and Safety of Oral Merimepodib in Combination with Intravenous Remdesivir in Adult Patients with Advanced Coronavirus Disease 2019 (COVID-19).” We currently do not intend to further develop merimepodib. We plan to rename and repurpose the additional subsidiary formed on July 2, 2020 for future endeavors; and return ViralClear to its former name, NeuroClear Technologies, Inc. COVID-19 On March 11, 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The full public-health impact of the ongoing pandemic is currently indeterminable and rapidly evolving, and the related health crisis has adversely affected and may continue to adversely affect the global economy, resulting in delaying to our commercialization objectives of the PURE EP Systems. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows. Principals of consolidation The accompanying consolidated financial statements include the accounts of BioSig Technologies, Inc. and its majority owned subsidiary, ViralClear Pharmaceuticals, Inc. and wholly owned subsidiary, NeuroClear Technologies, Inc. herein referred to as the “Company” or “BioSig”. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these 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, the fair value of long-term operating leases, patent capitalization, fair value of acquired assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. 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 and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. 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 December 31, 2020 and 2019, deposits in excess of FDIC limits were $27.8 million and $11.6 million, respectively. Inventory The inventory is comprised of finished goods available for sale and are stated at the lower of cost or net realizable value using the first-in, first-out method of valuation. The inventory at December 31, 2020 and 2019 were $0.8 million and $0.6 million, respectively. Prepaid Expenses and Vendor Deposits Prepaid expenses and vendor deposits are comprised of prepaid insurance and operating expense and other prepayments. Leases 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. 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. 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 years ended December 31, 2020 and 2019. 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 $18.1 million and $9.7 million for the year ended December 31, 2020 and 2019, respectively. Acquisition of Intellectual Property Intellectual property acquired are accounted for under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition date fair values. The method records any excess purchase price over the fair value of acquired net assets as goodwill. The acquired intellectual property from the Trek acquisition was considered unproven compounds, the success of which was uncertain at the time of the acquisition. Accordingly, the fair value of the consideration paid was charged as acquired research and development to current period operations. 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. The computation of basic and diluted loss per share as of December 31, 2020 and 2019 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: December 31, 2020 December 31, 2019 Series C convertible preferred stock 47,578 82,251 Options to purchase common stock 3,568,497 3,980,804 Warrants to purchase common stock 1,446,200 2,744,718 Vested restricted stock awards - 25,000 Totals 5,062,275 6,832,773 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 year ended December 31, 2020 and 2019, the Company recorded amortization of $19,005 and $15,576, respectively. Non-controlling Interest The Company’s non-controlling interest represents the non-controlling shareholders’ ownership interests related to the Company’s subsidiary, ViralClear Pharmaceuticals, Inc. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the 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 consolidated statements of operations. The Company’s equity interest in ViralClear is 70.2% and the non-controlling stockholders’ interest is 29.8% as of December 31, 2020 and 87.8% and 12.2% at December 31, 2019, respectively. This is reflected in the consolidated statements of equity. 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). Reclassification Certain reclassifications have been made to prior periods’ data to conform with the current year’s presentation. These reclassifications had no effect on reported income or losses. Recent Accounting Pronouncements 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. |
MANAGEMENT_S LIQUIDITY PLANS
MANAGEMENT’S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 MANAGEMENT S LIQUIDITY PLANS BioSig Technologies, Inc.’s primary efforts are principally devoted to improving the standard care in electrophysiology with our PURE EP System’s enhanced signal acquisition, digital signal processing, and analysis during ablation of cardiac arhythmias and ViralClear’s efforts are in developing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. Further, the Company has not generated revenues and there is no assurance that the Company will be able to generate cash flow to fund operations. In addition, there can be no assurance that the Company's ongoing research and development will be successfully completed or that any product will be approved or commercially viable. At December 31, 2020, the Company had working capital of approximately $24.2 million. During the year ended December 31, 2020, the Company raised approximately $25.2 million, net of expenses, through the sale of common stock, $10.6 million, net of expenses, through the sale of ViralClear’s common stock, $2.2 million through an At-the-market offering, net of expenses and $4.8 million from the exercise of warrants and options. In addition, the Company has in place a $45.0 million At-the-market offering, of which $42.5 million remains available at December 31, 2020 and on December 31, 2020, the Company filed a Form S-3, shelf registration statement for $75.0 million and subsequently on January 12, 2021 it was declared effective. At December 31, 2020, the Company had cash of approximately $28.3 million, which together with approximately $1.3 million raised through filing, constitutes sufficient funds for the Company to meet its research and development and other funding requirements for at least the next 12 months from the date of issuance of these financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 December 31, 2019 Computer equipment $ 232,902 $ 155,126 Furniture and fixtures 75,127 71,463 Manufacturing equipment 34,377 29,098 Testing/Demo equipment 96,000 - Total 438,406 255,687 Less accumulated depreciation (149,846 ) (75,319 ) Property and equipment, net $ 288,560 $ 180,368 Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Depreciation expense was $74,527 and $38,773 for years ended December 31, 2020 and 2019, respectively. |
RIGHT TO USE ASSETS AND LEASE L
RIGHT TO USE ASSETS AND LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 5 RIGHT TO USE ASSETS AND LEASE LIABILITY As of December 31, 2020, the Company had outstanding five leases with aggregate payments of $38,435 per month, expiring through December 31, 2022. As of December 31, 2019, the Company had outstanding four leases with aggregate payments of $37,435 per month, expiring through October 31, 2021. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. In determining the length of the lease term to its long-term lease, the Company determined not to consider an embedded 3-year option in the Los Angeles lease primarily due to i) the renewal rate is at future market rate to be determined and ii) Company does not have significant leasehold improvements that would restrict its ability to consider relocation. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right to use assets of $418,838, lease liability of $422,215 and eliminated deferred rent of $3,377. At lease commencement dates, the Company estimated the lease liability and the right of use assets at present value using the Company’s estimated incremental borrowing rate of 5% to 8% and determined their initial present values, at inception, of $1,087,075. Right to use assets is summarized below: December 31, 2020 December 31, 2019 Right to use assets, net $ 1,087,075 $ 1,084,715 Less accumulated depreciation (780,591 ) (370,373 ) Right to use assets, net $ 306,484 $ 714,342 During the years ended December 31, 2020 and 2019, the Company recorded $492,844 and $413,763, as lease expense to current period operations. Lease liability is summarized below: December 31, 2020 December 31, 2019 Total lease liability $ 313,411 $ 723,419 Less: short term portion (312,691 ) (412,288 ) Long term portion $ 720 $ 311,131 Maturity analysis under these lease agreements are as follows: Year ended December 31, 2021 $ 322,586 Year ended December 31, 2022 1,200 Total 323,786 Less: Present value discount (10,375 ) Lease liability $ 313,411 Lease expense for the year ended December 31, 2020 and 2019 was comprised of the following: December 31, 2020 December 31, 2019 Operating lease expense $ 455,591 $ 345,667 Short-term lease expense 35,453 66,422 Variable lease expense 1,800 1,674 Total $ 492,844 $ 413,763 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2020 and 2019 consist of the following: December 31, 2020 December 31, 2019 Accrued accounting and legal $ 176,735 $ 118,783 Accrued reimbursements and travel 55,836 58,566 Accrued consulting 255,693 170,284 Accrued research and development expenses 3,127,404 230,035 Accrued product purchases 30,350 346,206 Accrued marketing - 11,181 Accrued office and other 127,315 17,885 Accrued payroll 935,471 522,503 Accrued settlement related to arbitration 13,333 13,333 $ 4,722,137 $ 1,488,776 |
SERIES C 9% CONVERTIBLE PREFERR
SERIES C 9% CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | NOTE 7 SERIES C 9% CONVERTIBLE PREFERRED STOCK Series C 9% Convertible Preferred Stock On January 9, 2013, the Board of Directors authorized the issuance of up to 4,200 shares of 9% Series C Convertible Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock is entitled to preference over holders of junior stock upon liquidation in the amount of $1,000 plus any accrued and unpaid dividends; entitled to dividends as a preference to holders of junior stock at a rate of 9% per annum of the stated value of $1,000 per share, payable quarterly beginning on September 30, 2013 and are cumulative. The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99% of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99% of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. The beneficial ownership limitation is determined on an individual holder basis, such that the as-converted number of shares of one holder is not included in the shares outstanding when calculating the limitation for a different holder. As a result of an amendment to the conversion price of our Series C Preferred Stock, the conversion price effective as of December 31, 2020 and 2019 was $3.75 per share, subject to certain reset provisions. The Series C Preferred Stock contains triggering events which would, among other things, require redemption (i) in cash, at the greater of (a) 120% of the stated value of $1,000 or (b) the product of (I) the variable weighted average price of our common stock on the trading day immediately preceding the date of the triggering event and (II) the stated value divided by the then conversion price or (ii) in shares of our common stock, equal to a number of shares equal to the amount set forth in (i) above divided by 75%. As of December 31, 2020, the aggregate stated value of our Series C Preferred Stock was $105,000. The triggering events include our being subject to a judgment of greater than $100,000 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 the Company may not have the ability to meet at the time of such demand. The Company 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. Accordingly, the Company has classified the Series C Preferred Stock as a mezzanine obligation in the accompanying consolidated balance sheets. In summary, the Company issued an aggregate of 44,850 shares of its common stock in exchange for 110 shares of the Company’s Series C Preferred stock (stated value of $110,000) and $70,341 accrued dividends for the year ended December 31, 2020 and an aggregate of 90,714 shares of its common stock in exchange for 260 shares of the Company’s Series C Preferred stock (stated value of $260,000) and $139,592 accrued dividends for the year ended December 31, 2019. Series C Preferred Stock issued and outstanding totaled 105 and 215 as of December 31, 2020 and 2019, respectively. As of December 31, 2020, and 2019, the Company has accrued $72,217 and $128,478 dividends payable on the Series C Preferred Stock. |
STOCKHOLDER EQUITY
STOCKHOLDER EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 STOCKHOLDER EQUITY Shareholder rights plan On July 14, 2020, our board of directors adopted a stockholder rights plan (the “Rights Plan”) and declared a dividend of one preferred share purchase right for each outstanding share of BioSig’s common stock to stockholders of record on July 27, 2020, and one right will be issued for each new share of common stock issued thereafter. Each right will initially trade with common stock, and will allow its holder to purchase from BioSig one one-thousandth of a share of Series F Junior Participating Preferred stock, par value $0.001 per share, for an exercise price of $50.00, once the rights become exercisable. In the event that a person or group acquires beneficial ownership of 12% or more of BioSig’s then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of BioSig’s common stock having a market value of two times the exercise price of the right. In addition, at any time after a person or group acquires 12% or more of BioSig’s outstanding common stock (unless such person or group acquires 50% or more), the Board may exchange one share of BioSig’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). The Rights Plan could make it more difficult for a third party to acquire control of BioSig or a large block of our common stock without the approval of our board of directors. The rights will expire on July 13, 2021, unless terminated earlier by our board of directors. Preferred stock The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. As of December 31, 2020 and 2019, 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 December 31,2020 and 2019, there were no outstanding shares of Series A, Series B, Series D, Series E and Series F preferred stock. Series F Preferred Stock On July 14, 2020, the Board of Directors of BioSig authorized the issuance of up to 200,000 shares of Series F Junior Participating Preferred Stock (the “Series F Preferred Stock”) with a par value of $0.001 and accordingly, the Company filed the Certificate of Designations for the Series F Preferred Stock with the Secretary of State of the State of Delaware. Pursuant to such Certificate of Designations, in the event of the Company’s liquidation or winding up of its affairs, no liquidating distribution shall be made to the holders of shares of capital stock ranking junior to the Series F Preferred Stock unless, prior thereto, the holders of shares of Series F Preferred Stock shall have received an amount per share of Series F Preferred Stock (the “ Series F Liquidation Preference Voting Rights Each share of Series F Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number (as defined in the Certificate of Designations) on all matters submitted to a vote of the stockholders of the Company, and shall vote collectively with the holders of common stock of the Company as one class on all matters submitted to a vote of stockholders of the Company, except as provided by law or expressly set forth in the Certificate of Designations. Dividends and Distributions Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Company ranking prior and superior to the shares of Series F Preferred Stock with respect to dividends, the holders of shares of Series F Preferred Stock, in preference to the holders of shares of any class or series of stock of the Company ranking junior to the Series F Preferred Stock with respect to dividends, shall be entitled to receive, when, as and if declared by the Board of Directors an amount per share equal to the greater of (i) $0.001 and (ii) the sum of (A) the Adjustment Number (as defined in the Certificate of Designations) times the aggregate per share amount of all cash dividends, plus (B) the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock of the Corporation, commencing on the first dividend payment date after the first issuance of a share (or fraction thereof) of Series F Preferred Stock. Dividends shall begin to accrue and be cumulative on outstanding shares of Series F Preferred Stock from the Payment Date (as defined in the Certificate of Designations) as set forth in the Certificate of Designations. Redemption Rights The shares of Series F Preferred Stock shall not be redeemable. Common stock BioSig Technologies, Inc. The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. As of December 31, 2020 and 2019, the Company had 30,764,792 and 23,323,087 shares issued and outstanding, respectively. During the year ended December 31, 2019, the Company issued an aggregate of 1,558,317 shares of its common stock for services totaling $9,675,328 ($6.21 per share). During the year ended December 31, 2019, the Company issued an aggregate of 113,332 shares of its common stock for vested restricted stock units as stock-based compensation. On March 14, 2019, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 2,155,127 shares of common stock for aggregate proceeds of $8,619,278, net of $1,230 in expenses. On December 31, 2019, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 231,335 shares of common stock for aggregate proceeds of $1,387,910, net of $100 in expenses. During the year ended December 31, 2019, the Company issued 1,860,479 shares of common stock in exchange for proceeds of $7,470,807 from the exercise of warrants. During the year ended December 31, 2019, the Company issued 162,592 shares of common stock in exchange for the exercise of 309,926 cashless exercises of warrants. During the year ended December 31, 2019, the Company issued 189,620 shares of common stock in exchange for proceeds of $938,034 from the exercise of options. During the year ended December 31, 2019, the Company issued 92,788 shares of common stock in exchange for the exercise of 360,457 cashless exercises of options. During the year ended December 31, 2020, the Company issued an aggregate of 219,334 shares of its common stock for vested restricted stock units as stock-based compensation. On February 25, 2020, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 2,500,000 shares of common stock for aggregate proceeds of $9,052,331, net of $947,669 in expenses. On June 24, 2020, the Company entered into securities purchase agreements with investors pursuant to which the Company issued 2,187,500 shares of common stock for aggregate proceeds of $16,161,980, net of $1,338,020 in expenses. During the year ended December 31, 2020, the Company issued 679,555 shares of common stock for services at a fair value of $4,399,533 ($6.47 per share). During the year ended December 31, 2020, the Company issued 542,646 shares of common stock in exchange for proceeds of $2,088,997 from the exercise of warrants. During the year ended December 31, 2020, the Company issued 586,825 shares of common stock in exchange for proceeds of $2,722,012 from the exercise of options. During the year ended December 31, 2020, the Company issued 12,840 shares of common stock in exchange for the exercise of 37,841 cashless exercises of warrants. During the year ended December 31, 2020, the Company issued 160,743 shares of common stock in exchange for the exercise of 616,398 cashless exercises of options. During the year ended December 31, 2020, the Company issued 83,055 shares of common stock in exchange for 80,958 previously issued ViralClear shares (see below). At December 28, 2020, the Company granted restricted stock awards in aggregate of 658,868 shares of common stock and were subsequently issued in 2021. The Company expensed $2,628,883 at December 31, 2020 as stock-based compensation. At-The-Market Sale Agreement On August 28, 2020, the Company entered into an At-The-Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC to act as the Company’s sales agent and/or principal (“Jefferies” or the “Agent”), with respect to the issuance and sale of up to $45.0 million of the Company’s shares of common stock (the “Shares”) from time to time in an at-the-market offering. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company may sell the common stock in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares under the Sales Agreement. The Company or Jefferies may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. Jefferies will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq. The Company will pay Agent a commission equal to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide Jefferies with customary indemnification and contribution rights. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms. The common stock will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-230448), which was previously declared effective by the Securities and Exchange Commission, and a related prospectus. From August 28, 2020 through December 31, 2020, the Company sold 424,357 shares of its common stock through the Sales Agreement for net proceeds of $2,228,000, after transactional costs of $222,397. ViralClear Pharmaceuticals, Inc. In 2019, ViralClear sold 896,690 shares of its common stock for net proceeds of $5,011,310 to fund initial operations pursuant to securities purchase agreements with certain accredited investors (collectively, the “2019 purchase agreements”). In August and September of 2019, ViralClear sold an aggregate of 739,000 shares of its common stock at the purchase price of $5.00 per share, in two private placement transactions, pursuant to securities purchase agreements with certain accredited investors, to fund initial operations. ViralClear received an aggregate purchase price of $3,695,000 from the two private placements. In subsequent private placements closed from October 21, 2019, through December 19, 2019, ViralClear sold an aggregate of 157,690 shares of ViralClear’s common stock at $8.35 per share, for an aggregate consideration of $1,316,664, pursuant to a securities purchase agreement with certain accredited investors. The Company is party to the 2019 purchase agreements between ViralClear and the private placement investors with respect to a provision in each securities purchase agreement which provides that in the event that (i) ViralClear common stock is not listed on a national securities exchange by October 31, 2020, or (ii) a change of control (as defined in each securities purchase agreement) of ViralClear occurs, whichever is earlier, at the option of the holder of ViralClear common stock, each share of ViralClear common stock may be exchanged into 0.9 of a share our common stock if the ViralClear common stock subject to the share exchange was purchased in the August or September 2019 private placements, or 1.1 shares of our common stock if the ViralClear common stock subject to the share exchange was purchased in the private placement closed in October 2019 through December 2019. On May 20, 2020, ViralClear and the Company entered into a securities purchase agreement, pursuant to which ViralClear agreed to sell in a private placement transaction an aggregate of 1,068,550 shares of ViralClear’s common stock at $10.00 per share, for an aggregate consideration of $10,592,075. This private placement closed on May 20, 2020. |
OPTIONS, RESTRICTED STOCK UNITS
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 9 OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS BioSig Technologies, Inc. 2012 Equity Incentive Plan On October 19, 2012, the Board of Directors of BioSig Technologies, Inc. approved the 2012 Equity Incentive Plan (“the “Plan”) and terminated the Long-Term Incentive Plan (the “2011 Plan”). The Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 11,974,450 (as amended) 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 nonstatutory options. The Board of Directors of the Company or a committee thereof administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan. 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 2,629,172 shares remaining available for future issuance of awards under the terms of the Plan as of December 31, 2020. 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 an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards during the year ended December 31, 2020 was estimated using the Black-Scholes pricing model. During the years ended December 31, 2020 and 2019, the Company granted an aggregate of 1,070,000 (net of 50,000 canceled) and 1,599,053 options to officers, directors, and key consultants. During the years ended December 31, 2020 and 2019, the Company issued an aggregate of 634,517 and 1,558,317 stock grants to officers, employees and key consultants under the plan. See Note 8. The following table presents information related to stock options at December 31, 2020: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.51-5.00 1,767,132 7.6 1,512,552 5.01-7.50 1,413,032 6.5 965,817 7.51-10.00 323,333 5.5 205,412 10.01-12.50 65,000 9.4 44,166 3,568,497 7.0 2,727,947 A summary of the stock option activity and related information for the Plan for the two years ended December 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2019 3,135,828 $ 5.34 5.2 - Grants 1,599,053 $ 5.99 10.0 - Exercised (550,077 ) $ 5.44 Forfeited/expired (204,000 ) $ 5.51 Outstanding at December 31, 2019 3,980,804 $ 5.58 6.3 $ 3,130,791 Grants 1,120,000 4.98 10.0 $ - Exercised (1,203,223 ) $ 5.08 Forfeited/expired (329,084 ) $ 5.19 Outstanding at December 31, 2020 3,568,497 $ 5.59 7.00 $ 110,961 Exercisable at December 31, 2020 2,727,947 $ 5.54 6.43 $ 66,899 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 $3.90 as of December 31, 2020, which would have been received by the option holders had those option holders exercised their options as of that date. In 2019, the Company granted an aggregate of 1,599,053 options to purchase the Company’s common stock in connection for services rendered with a weighted average exercise price of $5.99 per share for a term of ten years with vesting from immediate to three years from grant date. The following assumptions were used in determining the fair value of employee options for the year ended December 31, 2019: Risk-free interest rate 1.45% to 2.74 % Dividend yield 0 % Stock price volatility 86.74% to 91.55 % Expected life 5 to 10 years Weighted average grant date fair value $ 5.75 On May 17, 2019, in connection with the retirement of two members of the Company’s board of directors, the Company extended the life of 628,905 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life up or May 17, 2021. The change in estimated fair value of the modified options of $666,062 was charged to current period operations The following assumptions were used in determining the change in fair value of the modified options at May 17, 2019: Risk-free interest rate 2.33% - 2.40 % Dividend yield 0 % Stock price volatility 89.97 % Expected life 0.12– 2 years On January 10, 2020, BioSig Technologies, Inc. granted 60,000 options to purchase the company stock in connection with the services rendered at the exercise price of $6.00 per share for a term of ten years with quarterly vesting beginning March 31, 2020 for three years. On March 24, 2020, BioSig Technologies, Inc. granted 100,000 options to purchase the company stock in connection with the services rendered at the exercise price of $2.96 per share for a term of ten years with 25,000 vesting immediately and 75,000 quarterly vesting beginning June 30, 2020 for two years. On March 31, 2020, BioSig Technologies, Inc. granted 50,000 options to purchase the company stock in connection with the services rendered at the exercise price of $3.73 per share for a term of ten years with vesting quarterly vesting beginning June 30, 2020 for three years. On August 12, 2020, this option was cancelled and a was replaced for a restricted stock award for 50,000 shares. On April 14, 2020, BioSig Technologies, Inc. granted an aggregate of 625,000 options to purchase the company stock to directors and an employee. The options are exercisable at $4.66 per share for ten years and fully vested and exercisable at the date of grant. On April 14, 2020, BioSig Technologies, Inc. granted an aggregate of 90,000 options to purchase shares of its common stock to employees. The options are exercisable at $4.66 per share for ten years and vest quarterly over three years. On May 20, 2020, BioSig Technologies, Inc. granted an aggregate of 65,000 options to purchase the company stock to consultants and an employee. The options are exercisable at $10.49 per share for ten years with 40,000 fully vested and exercisable at the date of grant and 25,000 options vesting quarterly over three years. On August 26, 2020, BioSig Technologies, Inc. granted an aggregate of 25,000 options to purchase the company stock to three employees at the exercise price of $7.57 per share for a term of ten years with one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning November 26, 2021 for two years. On October 9, 2020, BioSig Technologies, Inc. granted an aggregate of 105,000 options to purchase the company stock to three employees at the exercise price of $5.03 per share for a term of ten years with one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning January 9, 2022 for two years. The following assumptions were used in determining the fair value of options during the years ended December 31, 2020 and 2019: 2020 2019 Risk-free interest rate 0.42% - 1.83 % 1.45% to 2.74 % Dividend yield 0 % 0 % Stock price volatility 86.51% to 93.43 % 86.74% to 91.55 % Expected life 5 – 10 years 5-10 years Weighted average grant date fair value $ 4.03 $ 5.75 The fair value of all options vesting during the year ended December 31, 2020 and 2019 of $5,217,761 and $2,165,810, respectively, was charged to current period operations. Unrecognized compensation expense of $3,163,790 and $4,513,290 at December 31, 2020 and 2019, respectively, will be expensed in future periods. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at December 31, 2020: Exercise Number Expiration Price Outstanding Date $ 3.75 10,000 January 2021 $ 4.38 548,938 April 2021 $ 4.80 125,000 February 2025 $ 6.16 568,910 November 2027 $ 6.85 193,352 July 2021 to August 2021 1,446,200 On November 20, 2019, the Company issued an aggregate of 568,910 warrants to purchase the Company’s common stock at $6.16 per share, expiring on November 20, 2027, to Mayo Foundation in connection with two know-how licensing agreements (See Note 11). The fair value of the of the issued warrants of $1,886,894, determined using the Black-Scholes option model with an estimated volatility of 71%, risk free rate of 1.69%, dividend yield of -0- and fair value of the Company’s common stock of $6.16, was charged to current period operations as acquired research and development. On February 25, 2020, BioSig Technologies, Inc. issued warrants to purchase 125,000 shares of its common stock at $4.80 per share, expiring on February 21, 2025, for placement agent services in connection with the sale of the company’s common stock. A summary of the warrant activity for the two years ended December 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2019 4,579,511 $ 4.73 1.5 $ 1,924,388 Issued 568,910 $ 6.16 7.0 - Exercised (2,170,406 ) $ 3.99 Expired (233,297 ) $ 7.24 Outstanding at December 31, 2019 2,744,718 $ 5.40 2.2 $ 3,410,763 Issued 125,000 4.80 4.2 Exercised (580,487 ) $ 3.89 Expired (843,031 ) $ 6.29 - - Outstanding at December 31, 2020 1,446,200 $ 5.44 3.3 $ 1,500 Vested and expected to vest at December 31, 2020 1,446,200 $ 5.27 3.2 $ 1,500 Exercisable at December 31, 2020 1,446,200 $ 5.27 3.2 $ 1,500 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 $3.90 of December 31, 2020, 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 Two years ended December 31, 2020: Restricted shares issued as of January 1, 2019 - Granted 376,000 Vested and issued (113,332 ) Restricted shares issued as of December 31, 2019 262,668 Granted 175,000 Vested and issued (219,334 ) Vested restricted shares as of December 31, 2020 - Unvested restricted shares as of December 31, 2020 218,334 In 2019, the Company granted an aggregate of 376,000 restricted stock grants for services with vesting from immediate to two years from grant date. In 2020, the Company granted an aggregate of 175,000 restricted stock grants for services with vesting from one year to three years from grant date. Stock based compensation expense related to restricted stock grants was $1,151,676 and $1,586,736 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the stock-based compensation relating to restricted stock of $375,863 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 nonstatutory options. The Board of Directors of ViralClear or a committee thereof administers the ViralClear Plan and determines the exercise price, vesting and expiration period of the grants under the ViralClear Plan. 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. There are 1,051,618 shares remaining available for future issuance of awards under the terms of the ViralClear Plan. ViralClear Options A summary of the stock option activity and related information for the ViralClear Plan for the two years ended December 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Shares Exercise Price Contractual Term Outstanding at January 1, 2019 - Grants 575,000 $ 5.00 - Exercised - Forfeited/expired - Outstanding at December 31, 2019 575,000 $ 5.00 9.29 Grants 1,599,173 $ 5.31 9.59 Exercised - Forfeited/expired (646,507 ) $ 5.77 Outstanding at December 31, 2020 1,527,666 $ 5.00 3.96 Exercisable at December 31, 2020 1,452,665 $ 5.00 3.68 The following table presents information related to stock options at December 31, 2020: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 1,527,666 3.96 1,452,665 The fair value of the stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities with the market value of stock price based on recent sales. 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. On October 11, 2019, the Company granted 575,000 options to purchase ViralClear common stock in connection with services rendered at an exercise price of $5.00 per share, for a term of 10 years, vesting immediately. The following assumptions were used in determining the change in fair value of the ViralClear options at October 11, 2019: Risk-free interest rate 1.56 % Dividend yield 0 % Stock price volatility 71.0 % Expected life 5 years In 2020, ViralClear granted an aggregate of 1,599,173 options to purchase shares with an exercise price of $5.00 to $10.00 for ten years with 1,278,999 vested immediately, 120,174 quarterly over one year and 200,000 quarterly over two years. The following assumptions were used in determining the change in fair value of the ViralClear options for the year ended December 31, 2020: Risk-free interest rate 0.36% to 0.52 % Dividend yield 0 % Stock price volatility 125.16% to 126.03 % Expected life 5 – 6 years Weighted average grant date fair value $ 4.51 The fair value of all options vesting during the years ended December 31, 2020 and 2019 of $5,873,376 and $1,696,250, respectively, was charged to current period operations. Unrecognized compensation expense of $328,686 at December 31, 2020 will be expensed in future periods. Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at December 31, 2020: Exercise Number Expiration Price Outstanding Date $ 5.00 473,772 November 2027 10.00 6,575 May 2025 480,347 On November 20, 2019, ViralClear issued 473,772 warrants to purchase the Company’s common stock at $5.00 per share, expiring on November 20, 2027, to Mayo Foundation in connection with a know-how licensing agreement (See Note 13). The fair value of the of the issued warrants of $1,275,448, determined using the Black-Scholes option model with an estimated volatility of 71%, risk free rate of 1.69%, dividend yield of -0- and the estimate fair value of NeuroClear’ s common stock of $5.00, based on recent sales activity, was charged to current period operations as acquired research and development. On May 20, 2020, ViralClear issued warrants to purchase 6,575 shares of its common stock at $10.00 per share, expiring on May 20, 2025, for placement agent services in connection with the sale of ViralClear’s common stock. Restricted stock units (ViralClear) On September 24, 2019, the Company granted 40,000 restricted stock units for services vesting monthly over one year. On March 25, 2020, ViralClear granted an aggregate of 338,000 restricted stock units to two ViralClear board members for services vesting immediately. On March 30, 2020, ViralClear granted an aggregate of 960,000 restricted stock units to ViralClear board members and employees for services with 320,000 vesting immediately, and 640,000 vesting upon ViralClear meeting certain milestones. On July 13, 2020, ViralClear granted 82,716 restricted stock units to a consultant for services with vesting monthly over one year from date of grant. The following table summarizes the restricted stock activity for the two years ended December 31, 2020: Restricted shares issued as of January 1, 2019 - Granted 40,000 Restricted shares issued as of December 31, 2019 40,000 Granted 1,380,716 Vested - Vested restricted shares as of December 31, 2020 732,465 Unvested restricted shares as of December 31, 2020 648,251 Stock based compensation expense related to restricted stock unit grants of ViralClear was $5,893,320 and $53,552 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the stock-based compensation relating to restricted stock of $1,025,802 remains unamortized. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | NOTE 10 NON-CONTROLLING INTEREST On November 7, 2018, the Company formed ViralClear Pharmaceuticals, Inc., a Delaware Corporation, formerly known as NeuroClear Technologies, Inc. for the purpose to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology and subsequently in 2020 was repurposed to develop a broad-spectrum anti-viral agent that had potential against the COVID-19 virus. In late 2020, ViralClear again was repurposed back to pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology. In 2019, ViralClear sold 896,690 shares of its common stock for net proceeds of $5,011,310 to fund initial operations. At December 31, 2019, the Company had a majority interest in ViralClear of 87.8%. On March 24, 2020, ViralClear entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Trek Therapeutics, PBC (“Trek”), a related party; an entity controlled by a member of the Company’s board of directors. Pursuant to the Asset Purchase Agreement, Trek sold to ViralClear all right, title and interest of Trek and its affiliates to certain assets (the “Purchased Assets”). As consideration for the Purchased Assets, ViralClear agreed to pay Trek in upfront and milestone payments a combination of cash, shares of ViralClear’s common stock, which common stock may equal up to 10% of ViralClear’s outstanding equity, and sublicense fees in the event ViralClear sublicenses the Purchased Assets. On March 30, 2020, pursuant to the Asset Purchase Agreement, ViralClear paid $350,000 in cash and issued 634,910 shares of ViralClear’s common stock valued at $3,174,550 to Trek. In addition, in the event of sublicensing, sale, transfer, assignment or similar transaction, ViralClear agreed to pay Trek 10% of the consideration received. As part of the Purchased Assets, ViralClear received an assignment and licensing rights agreement from Trek with a third-party vendor regarding certain formulas and compounds usage. The agreement, as amended on September 2, 2020, calls for milestone payments upon marketing authorization (as defined) in any first and second country of $10 million and $5 million, respectively, in addition to 6% royalty payments. The common stock issued, and cash paid was accounted for as acquired research and development. On April 8, 2020, ViralClear entered into a know-how license agreement (the “Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”). In connection with the Agreement, ViralClear issued to Mayo 259,959 shares of ViralClear’s common stock, par value $0.001 per share. On May 20, 2020, ViralClear entered into securities purchase agreements with investors pursuant to which the Company issued 1,068,550 shares of its common stock for aggregate proceeds of $10,592,075, net of $93,425 in expenses. In November and December 2020, the Company issued an aggregate of 83,055 shares of its common stock in exchange for 80,958 previously issued shares of ViralClear pursuant with 2019 purchase agreements. As of December 31, 2020, the Company had a majority interest in ViralClear of 70.2%. A reconciliation of the ViralClear Pharmaceuticals, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the year ended December 31, 2020: Net loss $ (28,372,143 ) Average Non-controlling interest percentage of profit/losses 24.40 % Net loss attributable to the non-controlling interest $ (6,921,709 ) Net loss attributable to the non-controlling interest for the year ended December 31, 2019: Net loss $ (3,807,763 ) Average Non-controlling interest percentage of profit/losses 10.92 % Net loss attributable to the non-controlling interest $ (415,849 ) The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2020: Balance, January 1, 2019 $ - Allocation of equity to non-controlling interest due to sale of common stock 930,677 Net loss attributable to non-controlling interest (415,849 ) Balance, December 31, 2019 514,828 Allocation of equity to non-controlling interest due to equity-based compensation issued 2,781,782 Allocation of equity to non-controlling interest due to sale of common stock 3,467,709 Allocation of equity to non-controlling interest due to issuance of equity to acquire Trek and research and development 983,897 Allocation of equity from non-controlling interest due to parent reacquiring shares shareholders (24.238 ) Net loss attributable to non-controlling interest (6,921,709 ) Balance, December 31, 2020 $ 802,269 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 COMMITMENTS AND CONTINGENCIES Operating leases See Note 5 for operating lease discussion Licensing agreements ViralClear Pharmaceuticals, Inc. In 2020, ViralClear entered into several drug development agreements with commitments of payments upon completion of certain contractual milestones that ultimately will not be met. As of December 31, 2020, ViralClear no longer pursuing further drug development and notified vendors of contract cancellation. 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. The Company is obligated to pay to Mayo Foundation a 1% or 2% royalty payment on net sales of licensed products, as defined. In consideration, the Company issued 252,000 warrants to acquire the Company’s common stock at an exercise price of $3.75, expiring on March 15, 2020. The warrant was fully exercised in 2019. 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 issued to Mayo an 8-year warrant (the “EP Software Warrant”) to purchase 284,455 shares of the Company’s common stock at an exercise price of $6.16. The EP Software Warrant is immediately exercisable and may be exercised on a cashless basis if there is no effective registration statement registering or a current prospectus available for the resale of the shares underlying the EP Software Warrant. The Company agreed to pay Mayo an upfront consideration of $25,000. 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 $625,000 in aggregate. 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 connection with the Tools Agreement, the Company issued to Mayo an 8-year warrant (the “Tools Warrant”) to purchase 284,455 shares of the Company’s common stock at an exercise price of $6.16. The Tools Warrant is immediately exercisable and may be exercised on a cashless basis if there is no effective registration statement registering or a current prospectus available for the resale of the shares underlying the Tools Warrant. The Company agreed to pay Mayo an upfront consideration of $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 in aggregate. 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 issued to Mayo an 8-year warrant (the “ViralClear Warrant”) to purchase 473,772 shares of ViralClear’s common stock at an exercise price of $5.00 per share. The ViralClear Warrant is immediately exercisable and may be exercised on a cashless basis if there is no effective registration statement registering or a current prospectus available for the resale of the shares underlying the ViralClear Warrant. ViralClear agreed to pay Mayo an upfront consideration of $50,000. ViralClear also 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 in aggregate. Trek Therapeutics, PBC In the event of sublicensing, sale, transfer, assignment or similar transaction, ViralClear agreed to pay Trek 10% of the consideration received. 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 million and $5 million, respectively, in addition to 6% royalty payments. Mayo Foundation for Medical Education and Research Know-How License Agreement with ViralClear On April 8, 2020, ViralClear entered into a know-how license agreement with Mayo (the “Agreement”). The Agreement grants to ViralClear (i) an exclusive worldwide license, with the right to sublicense, within the field of anti-viral agents to target COVID-19 (the “Field”) to certain patent rights for the development and commercialization of products, methods, and processes for public use and benefit (the “Licensed Products”) and (ii) a non-exclusive worldwide license, with the right to sublicense, within the Field, to use the know-how of Mayo that is necessary to develop the Licensed Products. The Agreement will expire upon the later of either (a) the expiration of the licensed patent rights or (b) the 7th anniversary of the date of the first commercial sale of a Licensed Product, unless earlier terminated by Mayo for ViralClear’s failure to cure a material breach of the Agreement, ViralClear’s or a sublicensee’s commencement of any action or proceedings against Mayo or its affiliates other than for an uncured material breach of the Agreement by Mayo, or insolvency ViralClear. In connection with the Agreement, ViralClear issued to Mayo 259,959 shares of ViralClear’s common stock, par value $0.001 per share at a fair value of $1,299,795 and recorded as acquired research and development in current period operations. ViralClear also agreed to make earned royalty payments to Mayo in connection with ViralClear’s sales of the Licensed Products along with milestone payments due upon initiation of Phase 3 of $100,000 and regulatory approval of $100,000. 3LP Advisors LLC (d/b/a Sherpa Technology Group) On November 1, 2017, in connection with Mr. Filler joining the Company’s Board of Directors, the Company entered into a Master Services Agreement with 3LP Advisors LLC (d/b/a Sherpa Technology Group) (“Sherpa”) and an initial statement of work (the “SOW”), pursuant to which Sherpa will develop, execute and expand the Company’s intellectual property strategy over the course of the next approximately 18 months by evaluating the business and technology landscape in which the Company operates, and charting and executing a strategy of patent filing and licensing. In connection with the SOW, the Company paid Sherpa fee of (i) $200,000 in cash, of which $25,000 will be paid on January 1, 2018, with the remainder paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options were performance conditioned and subsequently vested. The SOW has been subsequently extended through 2021 at a monthly rate of $15,000 per month. Mr. Filler is the general counsel and partner of Sherpa. During the years ended December 31, 2020 and 2019, the Company paid $266,863 and $279,030 as patent costs, consulting fees and expense reimbursements. As of December 31, 2020, and 2019, there was an unpaid balance of $15,000 and $27,623, respectively. 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 year ended December 31, 2020 and 2019, the Company charged operations $170,317 and $110,443 for contributions under the 401(k) Plan. Purchase commitments As of December 31, 2020, the Company had aggregate purchase commitments of approximately $3,671,168 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. There was no outstanding litigation as of December 31, 2020. Aurigene Pharmaceutical Services LTD vs. ViralClear Pharmaceuticals Inc. and BioSig Technologies, Inc. On January 8, 2021, Aurigene Pharmaceutical Services, LTD (“Aurigene”) filed a complaint with the United States District Court for the District of Connecticut claiming the Company is in default of certain milestone payments for manufacturing and services under contracts dated June 23, 2020 and July 16, 2020 in aggregate amount of $1,530,000. The Company contends that work was halted before any work was started on the contractual defined milestones and intends to defend vigorously. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 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, Inc. and ViralClear Pharmaceuticals, Inc. Information concerning the operations of the Company’s reportable segments is as follows: Summary consolidated Statement of Operations for the year ended December 31, 2020: BioSig Technologies, Inc ViralClear Pharmaceuticals, Inc. NeuroClear Technologies, Inc. Total Operating expenses: Research and development $ 4,399,182 $ 13,705,050 $ 31,630 $ 18,135,862 General and administrative 26,264,331 14,680,519 9,403 40,954,253 Depreciation and amortization 91,818 1,429 286 93,533 Total operating expenses 30,755,331 28,386,998 41,319 59,183,648 Loss from Operations (30,755,331 ) (28,386,998 ) (41,319 ) (59,183,648 ) Other income: Interest income and other income, net 29,480 14,855 - 44,335 Net loss $ (30,725,851 ) $ (28,372,143 ) $ (41,319 ) $ (59,139,313 ) Summary of assets at December 31, 2020: BioSig Technologies, Inc ViralClear Pharmaceuticals, Inc. NeuroClear Technologies, Inc. Total Cash $ 22,684,516 $ 5,583,513 $ - $ 28,268,029 Inventory 768,319 - - 768,319 Other current assets 270,623 29,928 - 300,551 Total operating assets 23,723,458 5,613,441 - 29,336,899 Property and equipment, net 279,985 8,575 - 288,560 Right-to-use assets, net 306,484 - - 306,484 Other assets 453,494 - - 453,494 Total assets $ 24,763,421 $ 5,622,016 $ - $ 30,385,437 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 RELATED PARTY TRANSACTIONS Accrued expenses related primarily to travel reimbursements, director fees and accrued compensation due related parties as of December 31, 2020 and 2019 was $317,000 and $12,051, respectively. On November 1, 2017, in connection with Mr. Filler joining the Company’s Board of Directors, the Company entered into a Master Services Agreement with 3LP Advisors LLC (d/b/a Sherpa Technology Group) (“Sherpa”) and an initial statement of work (the “SOW”), pursuant to which Sherpa will develop, execute and expand the Company’s intellectual property strategy over the course of the next approximately 18 months by evaluating the business and technology landscape in which the Company operates, and charting and executing a strategy of patent filing and licensing. In connection with the SOW, the Company paid Sherpa fee of (i) $200,000 in cash, of which $25,000 was paid on January 1, 2018, with the remainder to be paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options were performance conditioned and subsequently vested. The SOW has been subsequently extended through 2021 at a monthly rate of $15,000 per month. Mr. Filler is the general counsel and partner of Sherpa. During the years ended December 31, 2020 and 2019, the Company paid $266,863 and $279,030 as patent costs, consulting fees and expense reimbursements. As of December 31, 2020, and 2019, there was an unpaid balance of $15,000 and $27,623, respectively. On March 30, 2020, the Company’s subsidiary, ViralClear entered into an engagement agreement with Weild & Co, a FINRA-registered broker-dealer controlled by a member of the Company’s board of directors to act as ViralClear’s non-exclusive agent to provide investment banking and financial advisory services to assist ViralClear in a potential financing transaction for an initial term of 9 months. In connection with the engagement agreement, ViralClear agreed to pay Weild & Co a 5% cash and a 5% warrant or other securities of the aggregate subscriptions placed by Weild & Co. No costs have been incurred as of the date of this filing. No cash or warrant fees have been paid under this agreement. As described in Notes 1 and 11, on March 24, 2020, ViralClear entered into the Asset Purchase Agreement with Trek Therapeutics, PBC, an entity controlled by a member of the Company’s board of directors. Pursuant to the Asset Purchase Agreement, Trek sold to ViralClear all right, title and interest of Trek and its affiliates to certain assets. As consideration for the Purchased Assets, ViralClear agreed to pay Trek in upfront and milestone payments a combination of cash, shares of ViralClear’s common stock. On May 17, 2019, in connection with the resignation of Mr. Fischer and Mr. Tanaka, the Company extended for up to two years 236,768 and 392,137 previously granted options that would normally expire 90 days after leaving service. On May 22, 2019, Dr. Zeldis was issued an aggregate of 17,138 shares of the Company’s common stock upon conversion of 50 shares of the Company’s Series C preferred stock and accrued dividends. On October 16, 2019, Mr. Londoner, Mr. O’Donnell and Mr. Chaussy were granted options to purchase 250,000, 25,000 and 150,000 shares of common stock in ViralClear at an exercise price of $5.00 per share for their service in establishing ViralClear. The granted options vested as of October 16, 2019 and are exercisable for a ten-year term. In 2019, the Company issued an aggregate of 810,000 shares of the Company’s common stock, 90,000 restricted stock units and 195,720 options to purchase the Company’s common stock to officers and directors. In 2019, the Company issued an aggregate of 120,182 shares of the Company’s common stock to current and former board members for the exercise of warrants and options. In 2020, ViralClear issued an aggregate of 1,138,000 restricted stock units for shares in ViralClear’s common stock to board members and an officer. In 2020, ViralClear granted an aggregate of 746,507 options to purchase ViralClear’s common stock to members of ViralClear’s board of directors. On August 12, 2020, the Company cancelled the grant from March 31, 2020 to Mr. Navarro for 50,000 options to purchase the Company’s common stock at an exercise price of $3.73 and granted Mr. Navarro 50,000 shares of common stock at a cost basis of $7.10 per share for his assistance with ViralClear. The granted shares vested immediately. In 2020, the Company issued an aggregate of 175,000 shares of the Company’s common stock, 100,000 restricted stock units and 675,000 options to purchase the Company’s common stock to officers and directors. In 2020, the Company issued an aggregate of 4,030 shares of the Company’s common stock to a board member and an officer for the cashless exercise of options. During the years ended December 31, 2020 and 2019, Mr. Chaussy guaranteed issued corporate credit cards for no consideration. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 14 INCOME TAXES At December 31, 2020, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $95,000,000, expiring in the year 2038 Tax position that meet the more likely than not threshold is then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. The Company is required to file income tax returns in the U.S. Federal various State jurisdictions. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2014. The effective rate differs from the statutory rate of 21% as of December 31, 2020 and 2019 due to the following: December 31, 2020 December 31, 2019 Statutory rate on pre-tax book loss (21.00 )% (21.00 )% (Gain) loss on change in fair value of derivatives - % - % Stock based compensation 8.10 % 3.35 % Fair value of warrant to acquire research and development 1.59 % 1.93 % Other 0.03 % 0.04 % Valuation allowance 11.28 % 15.68 % 0.00 % 0.00 % The Company’s deferred taxes as of December 31, 2020 and 2019 consist of the following: December 31, 2020 December 31, 2019 Non-Current deferred tax asset: Net operating loss carry-forwards $ 19,900,000 $ 13,500,000 Stock based compensation 4,800,000 2,000,000 Valuation allowance (24,700,000 ) (15,500,000 ) Net non-current deferred tax asset $ - $ - |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 15 FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash and cash equivalents, accounts payable and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2020, and 2019, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. As of December 31, 2020, and 2019, the Company did not have any derivative instruments that were designated as hedges. There were no derivative and warrant liabilities as of December 31, 2020 and 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16 SUBSEQUENT EVENTS Operating leases On February 10, 2021 the Company entered into a Sixth Amendment to the Office Lease at 12424 Wilshire Blvd in Los Angeles dated August 9, 2011 – it is the Fourth Extended Term with respect to Suite 745 and the Expansion Term with respect to Suite 740 which is from July 1, 2021 until June 30, 2022 with a fixed monthly rent equal to $13,702 (down from $16,289); and the security deposit will be reduced by $5,448 so that the balance remaining shall be $27,404. Equity Common stock issuances In January 2021, the Company issued an aggregate of 647,692 restricted shares of the Company’s common stock to officers, employees, and key consultants for services previously recorded in 2020 (see Note 8). In January 2021, the Company granted an aggregate of 115,000 restricted shares of the Company’s common stock to key consultants for services vesting quarterly over year at a fair value $3.99 per share. In January 2021, the Company granted an aggregate of 105,000 restricted shares of the Company’s common stock to employees for services with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter for two years at a fair value of $3.99 per share. On January 4, 2021, the Company issued 18,868 shares of its common stock to a consultant for services rendered valued at $75,283 On January 13, 2021, the Company issued 9,375 shares of its common stock in exchange for proceeds of $27,750 from the exercise of an option. In January 2021, the Company sold 33,930 shares of its common stock through the Sales Agreement for net proceeds of $190,883, after transactional costs of $5,904. On February 1, 2021, the Company issued 5,000 shares of its common stock to an employee for services rendered valued at $21,650. On February 12, 2021, the Company issued 50,000 shares of its common stock to an advisor for services rendered valued at $253,000. On February 25, 2021, the Company issued 19,000 shares of common stock to a consultant for services rendered valued at $87,970. In February 2021, the Company sold 217,790 shares of its common stock through the Sales Agreement for net proceeds of $1,109,401, after transactional costs of $34,311. On February 26, 2021, the Company issued an aggregate of 23,334 shares of the Company’s common stock for vested restricted stock units. Option issuances On January 12, 2021, the Company granted an aggregate of 387,500 options to purchase shares of the Company’s common stock to employees and a key consultant. The options are exercisable at $4.23 for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter for two years with an estimated fair value of $4.03 per option. On February 16, 2021, the Company granted an aggregate of 107,000 options to purchase shares of the Company’s common stock to employees and a key consultant. The options are exercisable at $4.97 for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter for two years with an estimated fair value of $3.99 per option. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principals of consolidation The accompanying consolidated financial statements include the accounts of BioSig Technologies, Inc. and its majority owned subsidiary, ViralClear Pharmaceuticals, Inc. and wholly owned subsidiary, NeuroClear Technologies, Inc. herein referred to as the “Company” or “BioSig”. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these 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, the fair value of long-term operating leases, patent capitalization, fair value of acquired assets, the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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 and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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 December 31, 2020 and 2019, deposits in excess of FDIC limits were $27.8 million and $11.6 million, respectively. |
Inventory, Policy [Policy Text Block] | Inventory The inventory is comprised of finished goods available for sale and are stated at the lower of cost or net realizable value using the first-in, first-out method of valuation. The inventory at December 31, 2020 and 2019 were $0.8 million and $0.6 million, respectively. |
Prepaid Expenses Policy [Policy Text Block] | Prepaid Expenses and Vendor Deposits Prepaid expenses and vendor deposits are comprised of prepaid insurance and operating expense and other prepayments. |
Lessee, Leases [Policy Text Block] | Leases 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. |
Property, Plant and Equipment, Policy [Policy Text Block] | 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. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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 years ended December 31, 2020 and 2019. |
Research and Development Expense, Policy [Policy Text Block] | 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 $18.1 million and $9.7 million for the year ended December 31, 2020 and 2019, respectively. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Acquisition of Intellectual Property Intellectual property acquired are accounted for under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition date fair values. The method records any excess purchase price over the fair value of acquired net assets as goodwill. The acquired intellectual property from the Trek acquisition was considered unproven compounds, the success of which was uncertain at the time of the acquisition. Accordingly, the fair value of the consideration paid was charged as acquired research and development to current period operations. |
Earnings Per Share, Policy [Policy Text Block] | 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. The computation of basic and diluted loss per share as of December 31, 2020 and 2019 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: December 31, 2020 December 31, 2019 Series C convertible preferred stock 47,578 82,251 Options to purchase common stock 3,568,497 3,980,804 Warrants to purchase common stock 1,446,200 2,744,718 Vested restricted stock awards - 25,000 Totals 5,062,275 6,832,773 |
Share-based Payment Arrangement [Policy Text Block] | 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 Tax, Policy [Policy Text Block] | 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. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | 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 year ended December 31, 2020 and 2019, the Company recorded amortization of $19,005 and $15,576, respectively. |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | Non-controlling Interest The Company’s non-controlling interest represents the non-controlling shareholders’ ownership interests related to the Company’s subsidiary, ViralClear Pharmaceuticals, Inc. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the 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 consolidated statements of operations. The Company’s equity interest in ViralClear is 70.2% and the non-controlling stockholders’ interest is 29.8% as of December 31, 2020 and 87.8% and 12.2% at December 31, 2019, respectively. This is reflected in the consolidated statements of equity. |
Segment Reporting, Policy [Policy Text Block] | 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). |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassification Certain reclassifications have been made to prior periods’ data to conform with the current year’s presentation. These reclassifications had no effect on reported income or losses. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: December 31, 2020 December 31, 2019 Series C convertible preferred stock 47,578 82,251 Options to purchase common stock 3,568,497 3,980,804 Warrants to purchase common stock 1,446,200 2,744,718 Vested restricted stock awards - 25,000 Totals 5,062,275 6,832,773 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of December 31, 2020 and 2019 is summarized as follows: December 31, 2020 December 31, 2019 Computer equipment $ 232,902 $ 155,126 Furniture and fixtures 75,127 71,463 Manufacturing equipment 34,377 29,098 Testing/Demo equipment 96,000 - Total 438,406 255,687 Less accumulated depreciation (149,846 ) (75,319 ) Property and equipment, net $ 288,560 $ 180,368 |
RIGHT TO USE ASSETS AND LEASE_2
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Right to Use Asset [Table Text Block] | Right to use assets is summarized below: December 31, 2020 December 31, 2019 Right to use assets, net $ 1,087,075 $ 1,084,715 Less accumulated depreciation (780,591 ) (370,373 ) Right to use assets, net $ 306,484 $ 714,342 |
Lessee, Operating Lease, Disclosure [Table Text Block] | Lease liability is summarized below: December 31, 2020 December 31, 2019 Total lease liability $ 313,411 $ 723,419 Less: short term portion (312,691 ) (412,288 ) Long term portion $ 720 $ 311,131 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Maturity analysis under these lease agreements are as follows: Year ended December 31, 2021 $ 322,586 Year ended December 31, 2022 1,200 Total 323,786 Less: Present value discount (10,375 ) Lease liability $ 313,411 |
Lease, Cost [Table Text Block] | Lease expense for the year ended December 31, 2020 and 2019 was comprised of the following: December 31, 2020 December 31, 2019 Operating lease expense $ 455,591 $ 345,667 Short-term lease expense 35,453 66,422 Variable lease expense 1,800 1,674 Total $ 492,844 $ 413,763 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses at December 31, 2020 and 2019 consist of the following: December 31, 2020 December 31, 2019 Accrued accounting and legal $ 176,735 $ 118,783 Accrued reimbursements and travel 55,836 58,566 Accrued consulting 255,693 170,284 Accrued research and development expenses 3,127,404 230,035 Accrued product purchases 30,350 346,206 Accrued marketing - 11,181 Accrued office and other 127,315 17,885 Accrued payroll 935,471 522,503 Accrued settlement related to arbitration 13,333 13,333 $ 4,722,137 $ 1,488,776 |
OPTIONS, RESTRICTED STOCK UNI_2
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) [Line Items] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table presents information related to stock options at December 31, 2020: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.51-5.00 1,767,132 7.6 1,512,552 5.01-7.50 1,413,032 6.5 965,817 7.51-10.00 323,333 5.5 205,412 10.01-12.50 65,000 9.4 44,166 3,568,497 7.0 2,727,947 Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 1,527,666 3.96 1,452,665 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the stock option activity and related information for the Plan for the two years ended December 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2019 3,135,828 $ 5.34 5.2 - Grants 1,599,053 $ 5.99 10.0 - Exercised (550,077 ) $ 5.44 Forfeited/expired (204,000 ) $ 5.51 Outstanding at December 31, 2019 3,980,804 $ 5.58 6.3 $ 3,130,791 Grants 1,120,000 4.98 10.0 $ - Exercised (1,203,223 ) $ 5.08 Forfeited/expired (329,084 ) $ 5.19 Outstanding at December 31, 2020 3,568,497 $ 5.59 7.00 $ 110,961 Exercisable at December 31, 2020 2,727,947 $ 5.54 6.43 $ 66,899 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used in determining the fair value of employee options for the year ended December 31, 2019: Risk-free interest rate 1.45% to 2.74 % Dividend yield 0 % Stock price volatility 86.74% to 91.55 % Expected life 5 to 10 years Weighted average grant date fair value $ 5.75 Risk-free interest rate 2.33% - 2.40 % Dividend yield 0 % Stock price volatility 89.97 % Expected life 0.12– 2 years 2020 2019 Risk-free interest rate 0.42% - 1.83 % 1.45% to 2.74 % Dividend yield 0 % 0 % Stock price volatility 86.51% to 93.43 % 86.74% to 91.55 % Expected life 5 – 10 years 5-10 years Weighted average grant date fair value $ 4.03 $ 5.75 Risk-free interest rate 1.56 % Dividend yield 0 % Stock price volatility 71.0 % Expected life 5 years Risk-free interest rate 0.36% to 0.52 % Dividend yield 0 % Stock price volatility 125.16% to 126.03 % Expected life 5 – 6 years Weighted average grant date fair value $ 4.51 |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at December 31, 2020: Exercise Number Expiration Price Outstanding Date $ 3.75 10,000 January 2021 $ 4.38 548,938 April 2021 $ 4.80 125,000 February 2025 $ 6.16 568,910 November 2027 $ 6.85 193,352 July 2021 to August 2021 1,446,200 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the warrant activity for the two years ended December 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at January 1, 2019 4,579,511 $ 4.73 1.5 $ 1,924,388 Issued 568,910 $ 6.16 7.0 - Exercised (2,170,406 ) $ 3.99 Expired (233,297 ) $ 7.24 Outstanding at December 31, 2019 2,744,718 $ 5.40 2.2 $ 3,410,763 Issued 125,000 4.80 4.2 Exercised (580,487 ) $ 3.89 Expired (843,031 ) $ 6.29 - - Outstanding at December 31, 2020 1,446,200 $ 5.44 3.3 $ 1,500 Vested and expected to vest at December 31, 2020 1,446,200 $ 5.27 3.2 $ 1,500 Exercisable at December 31, 2020 1,446,200 $ 5.27 3.2 $ 1,500 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes the restricted stock activity for the Two years ended December 31, 2020: Restricted shares issued as of January 1, 2019 - Granted 376,000 Vested and issued (113,332 ) Restricted shares issued as of December 31, 2019 262,668 Granted 175,000 Vested and issued (219,334 ) Vested restricted shares as of December 31, 2020 - Unvested restricted shares as of December 31, 2020 218,334 Restricted shares issued as of January 1, 2019 - Granted 40,000 Restricted shares issued as of December 31, 2019 40,000 Granted 1,380,716 Vested - Vested restricted shares as of December 31, 2020 732,465 Unvested restricted shares as of December 31, 2020 648,251 |
Schedule of Warrants or Rights, Shares Authorized, Exercise Price Range [Table Text Block] | The following table presents information related to warrants (ViralClear) at December 31, 2020: Exercise Number Expiration Price Outstanding Date $ 5.00 473,772 November 2027 10.00 6,575 May 2025 480,347 |
Viral Clear [Member] | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) [Line Items] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the stock option activity and related information for the ViralClear Plan for the two years ended December 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Shares Exercise Price Contractual Term Outstanding at January 1, 2019 - Grants 575,000 $ 5.00 - Exercised - Forfeited/expired - Outstanding at December 31, 2019 575,000 $ 5.00 9.29 Grants 1,599,173 $ 5.31 9.59 Exercised - Forfeited/expired (646,507 ) $ 5.77 Outstanding at December 31, 2020 1,527,666 $ 5.00 3.96 Exercisable at December 31, 2020 1,452,665 $ 5.00 3.68 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
Schedule of Non-Controlling Interest [Table Text Block] | Net loss attributable to the non-controlling interest for the year ended December 31, 2020: Net loss $ (28,372,143 ) Average Non-controlling interest percentage of profit/losses 24.40 % Net loss attributable to the non-controlling interest $ (6,921,709 ) Net loss $ (3,807,763 ) Average Non-controlling interest percentage of profit/losses 10.92 % Net loss attributable to the non-controlling interest $ (415,849 ) |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2020: Balance, January 1, 2019 $ - Allocation of equity to non-controlling interest due to sale of common stock 930,677 Net loss attributable to non-controlling interest (415,849 ) Balance, December 31, 2019 514,828 Allocation of equity to non-controlling interest due to equity-based compensation issued 2,781,782 Allocation of equity to non-controlling interest due to sale of common stock 3,467,709 Allocation of equity to non-controlling interest due to issuance of equity to acquire Trek and research and development 983,897 Allocation of equity from non-controlling interest due to parent reacquiring shares shareholders (24.238 ) Net loss attributable to non-controlling interest (6,921,709 ) Balance, December 31, 2020 $ 802,269 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Information concerning the operations of the Company’s reportable segments is as follows: BioSig Technologies, Inc ViralClear Pharmaceuticals, Inc. NeuroClear Technologies, Inc. Total Operating expenses: Research and development $ 4,399,182 $ 13,705,050 $ 31,630 $ 18,135,862 General and administrative 26,264,331 14,680,519 9,403 40,954,253 Depreciation and amortization 91,818 1,429 286 93,533 Total operating expenses 30,755,331 28,386,998 41,319 59,183,648 Loss from Operations (30,755,331 ) (28,386,998 ) (41,319 ) (59,183,648 ) Other income: Interest income and other income, net 29,480 14,855 - 44,335 Net loss $ (30,725,851 ) $ (28,372,143 ) $ (41,319 ) $ (59,139,313 ) BioSig Technologies, Inc ViralClear Pharmaceuticals, Inc. NeuroClear Technologies, Inc. Total Cash $ 22,684,516 $ 5,583,513 $ - $ 28,268,029 Inventory 768,319 - - 768,319 Other current assets 270,623 29,928 - 300,551 Total operating assets 23,723,458 5,613,441 - 29,336,899 Property and equipment, net 279,985 8,575 - 288,560 Right-to-use assets, net 306,484 - - 306,484 Other assets 453,494 - - 453,494 Total assets $ 24,763,421 $ 5,622,016 $ - $ 30,385,437 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The effective rate differs from the statutory rate of 21% as of December 31, 2020 and 2019 due to the following: December 31, 2020 December 31, 2019 Statutory rate on pre-tax book loss (21.00 )% (21.00 )% (Gain) loss on change in fair value of derivatives - % - % Stock based compensation 8.10 % 3.35 % Fair value of warrant to acquire research and development 1.59 % 1.93 % Other 0.03 % 0.04 % Valuation allowance 11.28 % 15.68 % 0.00 % 0.00 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s deferred taxes as of December 31, 2020 and 2019 consist of the following: December 31, 2020 December 31, 2019 Non-Current deferred tax asset: Net operating loss carry-forwards $ 19,900,000 $ 13,500,000 Stock based compensation 4,800,000 2,000,000 Valuation allowance (24,700,000 ) (15,500,000 ) Net non-current deferred tax asset $ - $ - |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) - USD ($) | Jun. 24, 2020 | May 20, 2020 | Apr. 08, 2020 | Mar. 24, 2020 | Feb. 25, 2020 | Dec. 31, 2019 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 70.20% | 70.20% | 70.20% | ||||||||
Payments to Acquire Productive Assets (in Dollars) | $ 350,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 634,910 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned (in Dollars) | $ 3,174,550 | ||||||||||
Stock Issued During Period, Shares, Other | 259,959 | 83,055 | 83,055 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | $ 0.001 | |||||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 3,162,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,187,500 | 1,068,550 | 2,500,000 | 231,335 | 424,357 | ||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 10,592,075 | $ 2,228,000 | $ 25,215,000 | $ 10,007,000 | |||||||
Stockholders' Equity, Other Shares | 83,055 | ||||||||||
NeuroClear Technologies, Inc ("NeuroClear") [Member] | |||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |||||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | 896,690 | ||||||||||
Subsidiary or Equity Method Investee, Cumulative Proceeds Received on All Transactions (in Dollars) | $ 5,000,000 | ||||||||||
Equity Method Investment, Ownership Percentage | 87.80% | 87.80% | |||||||||
Viral Clear [Member] | |||||||||||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 70.20% | 70.20% | 70.20% | ||||||||
Payments to Acquire Productive Assets (in Dollars) | $ 350,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 634,910 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned (in Dollars) | $ 3,200,000 | ||||||||||
Stock Issued During Period, Shares, Other | 259,959 | 80,958 | 80,958 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | $ 10 | |||||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 200,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,068,550 | ||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 10,600,000 | ||||||||||
Stockholders' Equity, Other Shares | 80,958 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Cash, Uninsured Amount | $ 27,800,000 | $ 11,600,000 |
Inventory, Net | 768,319 | 578,000 |
Research and Development Expense | 18,135,862 | 9,739,000 |
Amortization | $ 19,005 | $ 15,576 |
Noncontrolling Interest, Ownership Percentage by Parent | 70.20% | 87.80% |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 29.80% | 12.20% |
Minimum [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Patents [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 5,062,275 | 6,832,773 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 3,568,497 | 3,980,804 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 1,446,200 | 2,744,718 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 0 | 25,000 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 47,578 | 82,251 |
MANAGEMENT_S LIQUIDITY PLANS (D
MANAGEMENT’S LIQUIDITY PLANS (Details) - USD ($) | Aug. 28, 2020 | Jun. 24, 2020 | Feb. 25, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | |||||||
Working Capital (Deficit) | $ 24,200,000 | ||||||
Proceeds from Issuance of Common Stock | $ 16,161,980 | $ 9,052,331 | 25,215,000 | $ 10,007,000 | |||
Proceeds from Other Equity | 2,228,000 | 0 | |||||
Proceeds from Stock Options and Warrants Exercised | 4,800,000 | ||||||
At the Market Offering | $ 45,000,000 | 45,000,000 | |||||
Offering Value Available | 42,500,000 | ||||||
Shelf Registration, Value | 75,000,000 | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 12,109,000 | 28,268,000 | $ 12,109,000 | $ 4,450,000 | |||
Proceeds from Issuance or Sale of Equity | $ 1,387,910 | 1,300,000 | |||||
Series E Preferred Stock [Member] | |||||||
MANAGEMENT’S LIQUIDITY PLANS (Details) [Line Items] | |||||||
Proceeds from Sale of Equity Method Investments | $ 10,600,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||
Depreciation | $ 74,527 | $ 38,773 |
Minimum [Member] | ||
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | ||
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 438,406 | $ 255,687 |
Less accumulated depreciation | (149,846) | (75,319) |
Property and equipment, net | 288,560 | 180,368 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 232,902 | 155,126 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 75,127 | 71,463 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 34,377 | 29,098 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 96,000 | $ 0 |
RIGHT TO USE ASSETS AND LEASE_3
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) | May 22, 2018 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2020USD ($) | Jan. 01, 2019USD ($) |
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||
Operating Lease, Right-of-Use Asset | $ 306,484 | $ 714,342 | $ 1,087,075 | $ 418,838 | |
Operating Lease, Liability | 313,411 | 723,419 | 422,215 | ||
Deferred Rent Credit | $ 3,377 | ||||
Operating Leases, Rent Expense | $ 492,844 | $ 413,763 | |||
Minimum [Member] | |||||
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||
Lessee, Operating Lease, Discount Rate | 5.00% | ||||
Maximum [Member] | |||||
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||
Lessee, Operating Lease, Discount Rate | 8.00% | ||||
Building [Member] | |||||
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | |||||
Number of Leases | 5 | 4 | |||
Operating Leases, Rent Expense, Minimum Rentals | $ 38,435 | $ 37,435 | |||
Lease Expiration Date | Dec. 31, 2022 | Oct. 31, 2021 | |||
Lessee, Operating Lease, Option to Extend | the Company determined not to consider an embedded 3-year option in the Los Angeles lease primarily due to i) the renewal rate is at future market rate to be determined and ii) Company does not have significant leasehold improvements that |
RIGHT TO USE ASSETS AND LEASE_4
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Asset - USD ($) | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Right to Use Asset [Abstract] | ||||
Right to use assets, net | $ 1,087,075 | $ 1,084,715 | ||
Less accumulated depreciation | (780,591) | (370,373) | ||
Right to use assets, net | $ 306,484 | $ 1,087,075 | $ 714,342 | $ 418,838 |
RIGHT TO USE ASSETS AND LEASE_5
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Operating Lease, Disclosure [Abstract] | |||
Lease liability | $ 313,411 | $ 723,419 | $ 422,215 |
Less: short term portion | (312,691) | (412,288) | |
Long term portion | $ 720 | $ 311,131 |
RIGHT TO USE ASSETS AND LEASE_6
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Schedule of Future Minimum Rental Payments for Operating Leases - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |||
Year ended December 31, 2021 | $ 322,586 | ||
Year ended December 31, 2022 | 1,200 | ||
Total | 323,786 | ||
Less: Present value discount | (10,375) | ||
Lease liability | $ 313,411 | $ 723,419 | $ 422,215 |
RIGHT TO USE ASSETS AND LEASE_7
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lease, Cost - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 455,591 | $ 345,667 |
Short-term lease expense | 35,453 | 66,422 |
Variable lease expense | 1,800 | 1,674 |
Lease Cost | $ 492,844 | $ 413,763 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accrued accounting and legal | $ 176,735 | $ 118,783 |
Accrued reimbursements and travel | 55,836 | 58,566 |
Accrued consulting | 255,693 | 170,284 |
Accrued research and development expenses | 3,127,404 | 230,035 |
Accrued product purchases | 30,350 | 346,206 |
Accrued marketing | 0 | 11,181 |
Accrued office and other | 127,315 | 17,885 |
Accrued payroll | 935,471 | 522,503 |
Accrued settlement related to arbitration | 13,333 | 13,333 |
$ 4,722,137 | $ 1,488,776 |
SERIES C 9% CONVERTIBLE PREFE_2
SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | Jul. 14, 2020 | Jan. 09, 2013 | Dec. 31, 2020 | Dec. 31, 2019 | May 20, 2020 | Nov. 20, 2019 |
SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||
Preferred Stock, Dividend Payment Terms | declared a dividend of one preferred share purchase right for each outstanding share of BioSig’s common stock to stockholders of record on July 27, 2020, and one right will be issued for each new share of common stock issued thereafter. Each right will initially trade with common stock, and will allow its holder to purchase from BioSig one one-thousandth of a share of Series F Junior Participating Preferred stock | |||||
Preferred Stock, Voting Rights | In the event that a person or group acquires beneficial ownership of 12% or more of BioSig’s then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of BioSig’s common stock having a market value of two times the exercise price of the right. In addition, at any time after a person or group acquires 12% or more of BioSig’s outstanding common stock (unless such person or group acquires 50% or more), the Board may exchange one share of BioSig’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). The Rights Plan could make it more difficult for a third party to acquire control of BioSig or a large block of our common stock without the approval of our board of directors. The rights will expire on July 13, 2021, unless terminated earlier by our board of directors | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.75 | $ 10 | $ 6.16 | |||
Dividends Payable, Current (in Dollars) | $ 73,000 | $ 129,000 | ||||
Series C Preferred Stock [Member] | ||||||
SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||
Convertible Preferred Stock, Terms of Conversion | The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99% of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99% of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. The beneficial ownership limitation is determined on an individual holder basis, such that the as-converted number of shares of one holder is not included in the shares outstanding when calculating the limitation for a different holder | |||||
Temporary Equity, Shares Authorized | 4,200 | |||||
Preferred Stock, Dividend Rate, Percentage | 9.00% | |||||
Temporary Equity, Par Value (in Dollars) | $ 1,000 | |||||
Preferred Stock, Dividend Payment Terms | payable quarterly | |||||
Preferred Stock, Voting Rights | The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99% of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99% of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. | |||||
Preferred Stock, Beneficial Ownership Limitation and Covenant, Description | The beneficial ownership limitation is determined on an individual holder basis, such that the as-converted number of shares of one holder is not included in the shares outstanding when calculating the limitation for a different holder. | |||||
Conversion of Stock, Shares Issued | 44,850 | 90,714 | ||||
Conversion of Stock, Shares Converted | 110 | 260 | ||||
Convertible Preferred Stock Converted to Other Securities (in Dollars) | $ 110,000 | $ 260,000 | ||||
Dividends Payable, Current (in Dollars) | $ 70,341 | $ 139,592 | ||||
Temporary Equity, Shares Issued | 105 | 215 | ||||
Temporary Equity, Shares Outstanding | 105 | 215 | ||||
Dividends Payable (in Dollars) | $ 72,217 | $ 128,478 |
STOCKHOLDER EQUITY (Details)
STOCKHOLDER EQUITY (Details) - USD ($) | Aug. 28, 2020 | Jul. 14, 2020 | Jun. 24, 2020 | May 20, 2020 | Apr. 08, 2020 | Mar. 31, 2020 | Feb. 25, 2020 | Dec. 31, 2019 | May 22, 2019 | Mar. 14, 2019 | Jan. 09, 2013 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Preferred Stock, Dividend Payment Terms | declared a dividend of one preferred share purchase right for each outstanding share of BioSig’s common stock to stockholders of record on July 27, 2020, and one right will be issued for each new share of common stock issued thereafter. Each right will initially trade with common stock, and will allow its holder to purchase from BioSig one one-thousandth of a share of Series F Junior Participating Preferred stock | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred Stock, Redemption Price Per Share (in Dollars per share) | $ 50 | ||||||||||||||||||
Preferred Stock, Voting Rights | In the event that a person or group acquires beneficial ownership of 12% or more of BioSig’s then outstanding common stock, subject to certain exceptions, each right would entitle its holder (other than such person or members of such group) to purchase additional shares of BioSig’s common stock having a market value of two times the exercise price of the right. In addition, at any time after a person or group acquires 12% or more of BioSig’s outstanding common stock (unless such person or group acquires 50% or more), the Board may exchange one share of BioSig’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). The Rights Plan could make it more difficult for a third party to acquire control of BioSig or a large block of our common stock without the approval of our board of directors. The rights will expire on July 13, 2021, unless terminated earlier by our board of directors | ||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock, Shares, Issued | 23,323,087 | 30,764,792 | 23,323,087 | 30,764,792 | 23,323,087 | 30,764,792 | 23,323,087 | ||||||||||||
Common Stock, Shares, Outstanding | 23,323,087 | 30,764,792 | 23,323,087 | 30,764,792 | 23,323,087 | 30,764,792 | 23,323,087 | ||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 4,400,000 | $ 9,676,000 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | $ 0.001 | |||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 113,332 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,187,500 | 1,068,550 | 2,500,000 | 231,335 | 424,357 | ||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 1,387,910 | $ 1,300,000 | |||||||||||||||||
Payments of Stock Issuance Costs (in Dollars) | $ 93,425 | $ 100 | $ 222,397 | ||||||||||||||||
Class of Warrant or Rights, Exercised | 580,487 | 2,170,406 | |||||||||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 2,090,000 | $ 7,471,000 | |||||||||||||||||
Stock Issued During Period, Shares, Other | 259,959 | 83,055 | 83,055 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,203,223 | 550,077 | |||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 658,868 | ||||||||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ 16,161,980 | $ 9,052,331 | $ 25,215,000 | $ 10,007,000 | |||||||||||||||
Payments of Debt Issuance Costs (in Dollars) | $ 1,338,020 | $ 947,669 | |||||||||||||||||
Proceeds from Stock Options Exercised (in Dollars) | 2,722,000 | 938,000 | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | 1,299,000 | 0 | |||||||||||||||||
At the Market Offering (in Dollars) | $ 45,000,000 | 45,000,000 | |||||||||||||||||
Commission Rate | 3.00% | ||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 10,592,075 | $ 2,228,000 | 25,215,000 | 10,007,000 | |||||||||||||||
Proceeds from Other Equity (in Dollars) | $ 2,228,000 | $ 0 | |||||||||||||||||
Shares Issued for Services [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 679,555 | 1,558,317 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 4,399,533 | $ 9,675,328 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 6.21 | $ 6.47 | $ 6.21 | $ 6.47 | $ 6.21 | $ 6.47 | $ 6.21 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 50,000 | ||||||||||||||||||
Stock in Exchange for Proceeds [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,155,127 | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 8,619,278 | ||||||||||||||||||
Payments of Stock Issuance Costs (in Dollars) | $ 1,230 | ||||||||||||||||||
Stock in Exchange for Proceeds of Exercise of Warrants [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Class of Warrant or Rights, Exercised | 542,646 | 1,860,479 | |||||||||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 2,088,997 | $ 7,470,807 | |||||||||||||||||
Cashless Exercise of Warrants [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Class of Warrant or Rights, Exercised | 37,841 | 309,926 | |||||||||||||||||
Stock Issued During Period, Shares, Other | 12,840 | 162,592 | |||||||||||||||||
Exercise of Options [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 586,825 | 189,620 | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 938,034 | ||||||||||||||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 2,722,012 | ||||||||||||||||||
Cashless Exercise of Options [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Other | 160,743 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 616,398 | 360,457 | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 92,788 | ||||||||||||||||||
Viral Clear [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | $ 10 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,068,550 | ||||||||||||||||||
Stock Issued During Period, Shares, Other | 259,959 | 80,958 | 80,958 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | |||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 10,600,000 | ||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 219,334 | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 2,628,883 | ||||||||||||||||||
Viral Clear [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 8.35 | $ 8.35 | $ 5 | $ 8.35 | $ 8.35 | ||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | 157,690 | 739,000 | 896,690 | ||||||||||||||||
Proceeds from Other Equity (in Dollars) | $ 1,316,664 | $ 3,695,000 | $ 5,011,310 | ||||||||||||||||
Common Stock, Conversion Basis | each share of ViralClear common stock may be exchanged into 0.9 of a share our common stock if the ViralClear common stock subject to the share exchange was purchased in the August or September 2019 private placements, or 1.1 shares of our common stock if the ViralClear common | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Preferred Stock, Shares Authorized | 200 | 200 | 200 | 200 | 200 | 200 | 200 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Preferred Stock, Shares Authorized | 600 | 600 | 600 | 600 | 600 | 600 | 600 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Preferred Stock, Dividend Payment Terms | payable quarterly | ||||||||||||||||||
Preferred Stock, Voting Rights | The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99% of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99% of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. | ||||||||||||||||||
Preferred Stock, Shares Authorized | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | 4,200 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 17,138 | ||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 50 | ||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Preferred Stock, Shares Authorized | 1,400 | 1,400 | 1,400 | 1,400 | 1,400 | 1,400 | 1,400 | ||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Preferred Stock, Dividend Payment Terms | Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Company ranking prior and superior to the shares of Series F Preferred Stock with respect to dividends, the holders of shares of Series F Preferred Stock, in preference to the holders of shares of any class or series of stock of the Company ranking junior to the Series F Preferred Stock with respect to dividends, shall be entitled to receive, when, as and if declared by the Board of Directors an amount per share equal to the greater of (i) $0.001 and (ii) the sum of (A) the Adjustment Number (as defined in the Certificate of Designations) times the aggregate per share amount of all cash dividends, plus (B) the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock of the Corporation, commencing on the first dividend payment date after the first issuance of a share (or fraction thereof) of Series F Preferred Stock. | ||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||
STOCKHOLDER EQUITY (Details) [Line Items] | |||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | ||||||||||||||||||
Preferred Stock, Voting Rights | vote collectively with the holders of common stock of the Company as one class on all matters submitted to a vote of stockholders of the Company | ||||||||||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | 200,000 | |||||||||||
Preferred Stock, Redemption Terms | in the event of the Company’s liquidation or winding up of its affairs, no liquidating distribution shall be made to the holders of shares of capital stock ranking junior to the Series F Preferred Stock unless, prior thereto, the holders of shares of Series F Preferred Stock shall have received an amount per share of Series F Preferred Stock (the “Series F Liquidation Preference”) equal to the greater of (i) $1,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, and (ii) the Adjustment Number (as defined in the Certificate of Designations) times the per share amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation |
OPTIONS, RESTRICTED STOCK UNI_3
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) | Oct. 09, 2020$ / sharesshares | Aug. 26, 2020$ / sharesshares | Jul. 13, 2020shares | May 20, 2020$ / sharesshares | Apr. 14, 2020$ / sharesshares | Mar. 31, 2020$ / sharesshares | Mar. 30, 2020shares | Mar. 25, 2020shares | Mar. 24, 2020$ / sharesshares | Feb. 25, 2020$ / sharesshares | Jan. 10, 2020 | Nov. 20, 2019USD ($)$ / sharesshares | Oct. 11, 2019$ / sharesshares | Sep. 24, 2019shares | Jul. 02, 2019$ / sharesshares | May 17, 2019USD ($)shares | Mar. 14, 2019shares | May 04, 2018$ / sharesshares | Nov. 24, 2017 | Jun. 20, 2017shares | Oct. 19, 2012shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 16, 2019$ / shares |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 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 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,051,618 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,120,000 | 1,599,053 | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 4.98 | $ 5.99 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | 10 years | ||||||||||||||||||||
Number of Directors | 2 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning January 9, 2022 for two years. | one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning November 26, 2021 for two years | one | 40,000 fully vested and exercisable at the date of grant and 25,000 options vesting quarterly over three years | 320,000 vesting immediately, and 640,000 vesting upon ViralClear meeting certain milestones | 25,000 vesting immediately and 75,000 quarterly vesting beginning June 30, 2020 for two years | one | |||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 5.03 | $ 10.49 | $ 4.66 | $ 5 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 105,000 | 625,000 | 195,720 | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 113,332 | |||||||||||||||||||||||
Class of Warrant or Rights, Granted | 6,575 | 125,000 | 568,910 | |||||||||||||||||||||
Number of Employees | 3 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 10 | $ 6.16 | $ 3.75 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 82,716 | 960,000 | 338,000 | |||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 1,299,000 | $ 0 | ||||||||||||||||||||||
Services Provided [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | On March 24, 2020, BioSig Technologies, Inc. granted 100,000 options to purchase the company stock in connection with the services rendered at the exercise price of $2.96 per share for a term of ten years with 25,000 vesting immediately and 75,000 quarterly vesting beginning June 30, 2020 for two | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 25,000 | |||||||||||||||||||||||
Number of Employees | 3 | |||||||||||||||||||||||
Services Provided [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 7.57 | |||||||||||||||||||||||
Shares Issued for Services [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 679,555 | 1,558,317 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 3.73 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 50,000 | |||||||||||||||||||||||
Measurement Input, Share Price [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 6.16 | |||||||||||||||||||||||
Warrants at $3.75 [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 65,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 3.75 | |||||||||||||||||||||||
Warrants at $6.16 [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 568,910 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 6.16 | 6.16 | ||||||||||||||||||||||
Warrant, Expriation Date | Nov. 20, 2027 | |||||||||||||||||||||||
Warrants at $4.80 [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 125,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 4.80 | $ 4.80 | ||||||||||||||||||||||
Warrant, Expriation Date | Feb. 21, 2025 | |||||||||||||||||||||||
Viral Clear [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,599,173 | 575,000 | ||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 5.31 | $ 5 | ||||||||||||||||||||||
Officers, Directors and Key Consultants [Member] | 2012 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,070,000 | 1,599,053 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 50,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 634,517 | 1,558,317 | ||||||||||||||||||||||
Employees [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 4.66 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 90,000 | |||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 11,974,450 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 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 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,629,172 | |||||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 3.90 | |||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 5.99 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 2.96 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 100,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | $ | $ 5,217,761 | $ 2,165,810 | ||||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ | $ 3,163,790 | 4,513,290 | ||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Services Provided [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year 8 months 8 days | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 0.71 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,886,894 | |||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | 2012 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Warrants at $4.43 [Member] | 2012 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ / shares | $ 6 | |||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Options at $5.66 [Member] | 2012 Equity Incentive Plan [Member] | Services Provided [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,000,000 | |||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Viral Clear [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 1,278,999 vested immediately, 120,174 quarterly over one year and 200,000 quarterly over two years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 575,000 | 1,599,173 | ||||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ | $ 328,686 | |||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 5,873,376 | $ 1,696,250 | ||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Viral Clear [Member] | Maximum [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | Viral Clear [Member] | Minimum [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||
Change in Fair Value of the Modified Options [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 628,905 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | from the contractual 90 days from termination of service to the earlier of the initial life up or May 17, 2021 | |||||||||||||||||||||||
Equity, Fair Value Adjustment (in Dollars) | $ | $ 666,062 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 175,000 | 376,000 | ||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 1,151,676 | $ 1,586,736 | ||||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount (in Dollars) | $ | $ 375,863 | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | |||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Viral Clear [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 5,893,320 | $ 53,552 | ||||||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount (in Dollars) | $ | $ 1,025,802 | |||||||||||||||||||||||
Warrants at $5.00 [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 473,772 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 1,275,448 | |||||||||||||||||||||||
Warrants at $5.00 [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.71 | |||||||||||||||||||||||
Warrants at $5.00 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0169 | |||||||||||||||||||||||
Warrants at $5.00 [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 1,380,716 | 40,000 | ||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 2,628,883 | |||||||||||||||||||||||
Restricted Stock [Member] | 2012 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 40,000 |
OPTIONS, RESTRICTED STOCK UNI_4
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | Jan. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding, Number of Options | 3,135,828 | 3,568,497 | 3,980,804 |
Options Outstanding, Weighted Average Remaining Life | 5 years 2 months 12 days | 7 years | 6 years 3 months 18 days |
Options Exercisable, Number of Options | 2,727,947 | ||
Options at $2.51-$5.00 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 2.51 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 5 | ||
Options Outstanding, Number of Options | 1,767,132 | ||
Options Outstanding, Weighted Average Remaining Life | 7 years 7 months 6 days | ||
Options Exercisable, Number of Options | 1,512,552 | ||
Options at $5.01-$7.50 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 5.01 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 7.50 | ||
Options Outstanding, Number of Options | 1,413,032 | ||
Options Outstanding, Weighted Average Remaining Life | 6 years 6 months | ||
Options Exercisable, Number of Options | 965,817 | ||
Options at $7.51-$10.00 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 7.51 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 10 | ||
Options Outstanding, Number of Options | 323,333 | ||
Options Outstanding, Weighted Average Remaining Life | 5 years 6 months | ||
Options Exercisable, Number of Options | 205,412 | ||
Options at $10.01 - 12.50 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 10.01 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 12.50 | ||
Options Outstanding, Number of Options | 65,000 | ||
Options Outstanding, Weighted Average Remaining Life | 9 years 4 months 24 days | ||
Options Exercisable, Number of Options | 44,166 | ||
Options at $5.00 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 5 | ||
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 5 | ||
Options Outstanding, Number of Options | 1,527,666 | ||
Options Outstanding, Weighted Average Remaining Life | 3 years 11 months 15 days | ||
Options Exercisable, Number of Options | 1,452,665 |
OPTIONS, RESTRICTED STOCK UNI_5
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity - USD ($) | Jan. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | |||
Outstanding, Shares (in Shares) | 3,135,828 | 3,568,497 | 3,980,804 |
Options Outstanding, Weighted-Average Exercise Price | $ 5.34 | $ 5.59 | $ 5.58 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 5 years 2 months 12 days | 7 years | 6 years 3 months 18 days |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 110,961 | $ 3,130,791 |
Options Exercisable, Shares (in Shares) | 2,727,947 | ||
Options Exercisable, Weighted-Average Exercise Price | $ 5.54 | ||
Options Exercisable, Weighted-Average Remaining Contractual Term | 6 years 5 months 4 days | ||
Options Exercisable, Aggregate Intrinsic Value (in Dollars) | $ 66,899 | ||
Options Granted, Shares (in Shares) | 1,120,000 | 1,599,053 | |
Options Granted, Weighted-Average Exercise Price | $ 4.98 | $ 5.99 | |
Options Granted, Weighted-Average Remaining Contractual Term | 10 years | 10 years | |
Options Exercised, Shares (in Shares) | (1,203,223) | (550,077) | |
Options Exercised, Weighted-Average Exercise Price | $ 5.08 | $ 5.44 | |
Options Canceled, Shares (in Shares) | (329,084) | (204,000) | |
Options Canceled, Weighted-Average Exercise Price | $ 5.19 | $ 5.51 |
OPTIONS, RESTRICTED STOCK UNI_6
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions - Share-based Payment Arrangement, Option [Member] - $ / shares | Oct. 11, 2019 | May 17, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Minimum [Member] | ||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Stock price volatility | 89.97% | 86.51% | 86.74% | |
Expected life | 1 month 13 days | 5 years | 5 years | |
Risk-free interest rate | 0.42% | 1.45% | ||
Weighted average grant date fair value (in Dollars per share) | $ 4.03 | $ 5.75 | ||
Maximum [Member] | ||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Stock price volatility | 89.97% | 93.43% | 91.55% | |
Expected life | 2 years | 10 years | 10 years | |
Risk-free interest rate | 1.83% | 2.74% | ||
Weighted average grant date fair value (in Dollars per share) | $ 4.03 | $ 5.75 | ||
Viral Clear [Member] | ||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Dividend yield | 0.00% | |||
Weighted average grant date fair value (in Dollars per share) | $ 4.51 | |||
Viral Clear [Member] | Minimum [Member] | ||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Dividend yield | 0.00% | |||
Stock price volatility | 71.00% | 125.16% | ||
Expected life | 5 years | |||
Risk-free interest rate | 1.56% | |||
Viral Clear [Member] | Maximum [Member] | ||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||||
Dividend yield | 0.00% | |||
Stock price volatility | 71.00% | 126.03% | ||
Expected life | 5 years | 6 years | ||
Risk-free interest rate | 1.56% |
OPTIONS, RESTRICTED STOCK UNI_7
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares | 12 Months Ended | |||||
Dec. 31, 2020 | May 20, 2020 | Feb. 25, 2020 | Dec. 31, 2019 | Nov. 20, 2019 | Dec. 31, 2018 | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Exercise Price, Warrants (in Dollars per share) | $ 3.75 | $ 10 | $ 6.16 | |||
Number of Warrants Outstanding | 1,446,200 | 2,744,718 | 4,579,511 | |||
Warrants at $3.75 [Member] | ||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Exercise Price, Warrants (in Dollars per share) | $ 3.75 | |||||
Number of Warrants Outstanding | 10,000 | |||||
Expiration Date, Warrants | January 2021 | |||||
Warrant at $4.38 [Member] | ||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Exercise Price, Warrants (in Dollars per share) | $ 4.38 | |||||
Number of Warrants Outstanding | 548,938 | |||||
Expiration Date, Warrants | April 2021 | |||||
Warrants at $4.80 [Member] | ||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Exercise Price, Warrants (in Dollars per share) | $ 4.80 | $ 4.80 | ||||
Number of Warrants Outstanding | 125,000 | |||||
Expiration Date, Warrants | February 2025 | |||||
Warrants at $6.16 [Member] | ||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Exercise Price, Warrants (in Dollars per share) | $ 6.16 | $ 6.16 | ||||
Number of Warrants Outstanding | 568,910 | |||||
Expiration Date, Warrants | November 2027 | |||||
Warrants at $6.85 [Member] | ||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Exercise Price, Warrants (in Dollars per share) | $ 6.85 | |||||
Number of Warrants Outstanding | 193,352 | |||||
Expiration Date, Warrants | July 2021 to August 2021 |
OPTIONS, RESTRICTED STOCK UNI_8
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | May 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||||
Warrants Outstanding, Shares | 1,446,200 | 2,744,718 | 4,579,511 | |
Warrants Outstanding, Weighted-Average Exercise Price | $ 5.44 | $ 5.40 | $ 4.73 | |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 3 years 3 months 18 days | 2 years 2 months 12 days | 1 year 6 months | |
Warrants Outstanding, Aggregate Intrinsic Value | $ 1,500 | $ 3,410,763 | $ 1,924,388 | |
Warrants Vested and expected to vest, Shares | 1,446,200 | |||
Warrants Vested and expected to vest, Weighted-Average Exercise Price | $ 5.27 | |||
Warrants Vested and expected to vest, Weighted-Average Remaining Contractual Term | 3 years 2 months 12 days | |||
Warrants Vested and expected to vest, Aggregate Intrinsic Value | $ 1,500 | |||
Warrants Exercisable, Shares | 1,446,200 | |||
Warrants Exercisable, Weighted-Average Exercise Price | $ 5.27 | |||
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 3 years 2 months 12 days | |||
Warrants Exercisable, Aggregate Intrinsic Value | $ 1,500 | |||
Warrants Granted, Shares | 6,575 | 125,000 | 568,910 | |
Warrants Granted, Weighted-Average Exercise Price | $ 4.80 | $ 6.16 | ||
Warrants Granted, Weighted-Average Remaining Contractual Term | 4 years 2 months 12 days | 7 years | ||
Warrants Exercised, Shares | (580,487) | (2,170,406) | ||
Warrants Exercised, Weighted-Average Exercise Price | $ 3.89 | $ 3.99 | ||
Warrants Canceled, Shares | (843,031) | (233,297) | ||
Warrants Canceled, Weighted-Average Exercise Price | $ 6.29 | $ 7.24 |
OPTIONS, RESTRICTED STOCK UNI_9
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units (RSUs) [Member] | ||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity [Line Items] | ||
Restricted shares issued | 262,668 | 0 |
Restricted shares Granted | 175,000 | 376,000 |
Restricted shares Vested | (219,334) | (113,332) |
Vested restricted shares | 0 | |
Unvested restricted shares | 218,334 | |
Restricted shares issued | 262,668 | |
Restricted Stock [Member] | ||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity [Line Items] | ||
Restricted shares issued | 40,000 | 0 |
Restricted shares Granted | 1,380,716 | 40,000 |
Restricted shares Vested | 0 | |
Vested restricted shares | 732,465 | |
Unvested restricted shares | 648,251 | |
Restricted shares issued | 40,000 |
OPTIONS, RESTRICTED STOCK UN_10
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Share-based Payment Arrangement, Option, Activity - Viral Clear [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Share-based Payment Arrangement, Option, Activity [Line Items] | ||
Options Outstanding, Shares | 575,000 | 0 |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 5 | |
Options Outstanding, Weighted-Average Remaining Contractual Term | 3 years 11 months 15 days | 9 years 3 months 14 days |
Exercisable at December 31, 2020 | 1,452,665 | |
Exercisable at December 31, 2020 (in Dollars per share) | $ 5 | |
Exercisable at December 31, 2020 | 3 years 8 months 4 days | |
Grants, Shares | 1,599,173 | 575,000 |
Grants, Weighted-Average Exercise Price (in Dollars per share) | $ 5.31 | $ 5 |
Grants, Weighted-Average Remaining Contractual Term | 9 years 7 months 2 days | |
Exercised, Shares | 0 | 0 |
Forfeited/expired, Shares | (646,507) | 0 |
Forfeited/expired, Weighted-Average Exercise Price (in Dollars per share) | $ 5.77 | |
Options Outstanding, Shares | 1,527,666 | 575,000 |
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $ 5 | $ 5 |
OPTIONS, RESTRICTED STOCK UN_11
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, Exercise Price Range - Viral Clear [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, Exercise Price Range [Line Items] | |
Number Outstanding | 480,347 |
Warrants at $5.00 [Member] | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, Exercise Price Range [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 5 |
Number Outstanding | 473,772 |
Expiration Date | November 2027 |
Warrants $10.00 [Member] | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, Exercise Price Range [Line Items] | |
Exercise Price (in Dollars per share) | $ / shares | $ 10 |
Number Outstanding | 6,575 |
Expiration Date | May 2025 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) | Jun. 24, 2020 | May 20, 2020 | Apr. 08, 2020 | Mar. 24, 2020 | Feb. 25, 2020 | Dec. 31, 2019 | Nov. 07, 2018 | May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
NON-CONTROLLING INTEREST (Details) [Line Items] | ||||||||||||
Payments to Acquire Productive Assets (in Dollars) | $ 350,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 634,910 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned (in Dollars) | $ 3,174,550 | |||||||||||
Stock Issued During Period, Shares, Other | 259,959 | 83,055 | 83,055 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | $ 0.001 | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,187,500 | 1,068,550 | 2,500,000 | 231,335 | 424,357 | |||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 10,592,075 | $ 2,228,000 | $ 25,215,000 | $ 10,007,000 | ||||||||
Payments of Stock Issuance Costs (in Dollars) | $ 93,425 | $ 100 | $ 222,397 | |||||||||
Equity Method Investment, Ownership Percentage | 70.20% | 70.20% | 70.20% | |||||||||
NeuroClear Technologies, Inc ("NeuroClear") [Member] | ||||||||||||
NON-CONTROLLING INTEREST (Details) [Line Items] | ||||||||||||
Subsidiary or Equity Method Investee, Cumulative Number of Shares Issued for All Transactions | 896,690 | |||||||||||
Viral Clear [Member] | ||||||||||||
NON-CONTROLLING INTEREST (Details) [Line Items] | ||||||||||||
Payments to Acquire Productive Assets (in Dollars) | $ 350,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 634,910 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned (in Dollars) | $ 3,200,000 | |||||||||||
Stock Issued During Period, Shares, Other | 259,959 | 80,958 | 80,958 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | $ 10 | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,068,550 | |||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 10,600,000 | |||||||||||
Equity Method Investment, Ownership Percentage | 70.20% | 70.20% | 70.20% |
NON-CONTROLLING INTEREST (Det_2
NON-CONTROLLING INTEREST (Details) - Schedule of Non-Controlling Interest - Viral Clear [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
NON-CONTROLLING INTEREST (Details) - Schedule of Non-Controlling Interest [Line Items] | ||
Net loss | $ (28,372,143) | $ (3,807,763) |
Average Non-controlling interest percentage of profit/losses | 24.40% | 10.92% |
Net loss attributable to the non-controlling interest | $ (6,921,709) | $ (415,849) |
NON-CONTROLLING INTEREST (Det_3
NON-CONTROLLING INTEREST (Details) - Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Abstract] | ||
Balance | $ 514,828 | $ 0 |
Allocation of equity to non-controlling interest due to equity-based compensation issued | 2,781,782 | |
Allocation of equity to non-controlling interest due to sale of subsidiary stock | 3,467,709 | 930,677 |
Allocation of equity to non-controlling interest due to issuance of equity to acquire Trek and research and development | 983,897 | |
Allocation of equity from non-controlling interest due to parent reacquiring shares shareholders | (24.238) | |
Net loss attributable to non-controlling interest | (6,921,709) | (415,849) |
Balance | $ 802,269 | $ 514,828 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | May 20, 2020 | Apr. 08, 2020 | Nov. 20, 2019 | Nov. 01, 2017 | Mar. 15, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2020 |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Agreement Term | 10 years | |||||||
Royalty Percentage of Net Sales | 10.00% | |||||||
Class of Warrant or Rights, Granted (in Shares) | 6,575 | 125,000 | 568,910 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 10 | $ 6.16 | $ 3.75 | |||||
Warrants and Rights Outstanding, Term | 8 years | |||||||
Other Commitment | $ 50,000 | |||||||
Royalty Guarantees, Commitments, Amount | 700,000 | |||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | $ 0.001 | ||||||
Stock Issued During Period, Value, Purchase of Assets | $ 1,299,000 | |||||||
Agreement, Description | In connection with the SOW, the Company paid Sherpa fee of (i) $200,000 in cash, of which $25,000 will be paid on January 1, 2018, with the remainder paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options were performance conditioned and subsequently vested. | |||||||
Other Accrued Liabilities | 15,000 | $ 27,623 | ||||||
Defined Contribution Plan, Cost | 170,317 | $ 110,443 | ||||||
Long-term Purchase Commitment, Amount | $ 3,671,168 | |||||||
Minimum [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Royalty Percentage of Net Sales | 1.00% | |||||||
Maximum [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Royalty Percentage of Net Sales | 2.00% | |||||||
Tools Agreement [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Other Commitment | $ 100,000 | |||||||
Phase 3 Milestone [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Royalty Guarantees, Commitments, Amount | $ 100,000 | |||||||
Regulatory Approval Milestone [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Royalty Guarantees, Commitments, Amount | $ 100,000 | |||||||
Warrants at $1.50 [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Class of Warrant or Rights, Granted (in Shares) | 252,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.75 | |||||||
Warrants at $6.16 [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Class of Warrant or Rights, Granted (in Shares) | 568,910 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.16 | $ 6.16 | ||||||
Warrants at $5.00 [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Class of Warrant or Rights, Granted (in Shares) | 473,772 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5 | |||||||
Warrants and Rights Outstanding, Term | 8 years | |||||||
Viral Clear [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Purchase of Assets (in Shares) | 259,959 | |||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | $ 10 | ||||||
Stock Issued During Period, Value, Purchase of Assets | $ 1,299,795 | |||||||
Viral Clear [Member] | Warrants at $5.00 [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5 | |||||||
Employee Agreement [Member] | Chief Executive Officer [Member] | Minimum [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Royalty Guarantees, Commitments, Amount | $ 625,000,000,000 | |||||||
Employee Agreement [Member] | Chief Executive Officer [Member] | Annual Salary [Member] | Minimum [Member] | ||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||
Other Commitment | $ 25,000 |
SEGMENT REPORTING (Details) - S
SEGMENT REPORTING (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | Jan. 01, 2019 | |
Segment Reporting Information [Line Items] | ||||
Research and development | $ 18,135,862 | $ 9,739,000 | ||
General and administrative | 40,954,253 | 24,811,000 | ||
Depreciation and amortization | 93,533 | |||
Total operating expenses | 59,183,648 | 34,604,000 | ||
Loss from Operations | (59,183,648) | |||
Interest income and other income, net | 44,335 | |||
Net loss | (59,139,313) | |||
Cash | 28,268,029 | 12,109,000 | ||
Inventory | 768,319 | 578,000 | ||
Other current assets | 300,551 | |||
Total current assets | 29,336,899 | 12,828,000 | ||
Property and equipment, net | 288,560 | 180,368 | ||
Right-to-use assets, net | 306,484 | $ 714,342 | $ 1,087,075 | $ 418,838 |
Other assets | 453,494 | |||
Total assets | 30,385,437 | |||
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Research and development | 4,399,182 | |||
General and administrative | 26,264,331 | |||
Depreciation and amortization | 91,818 | |||
Total operating expenses | 30,755,331 | |||
Loss from Operations | (30,755,331) | |||
Interest income and other income, net | 29,480 | |||
Net loss | (30,725,851) | |||
Cash | 22,684,516 | |||
Inventory | 768,319 | |||
Other current assets | 270,623 | |||
Total current assets | 23,723,458 | |||
Property and equipment, net | 279,985 | |||
Right-to-use assets, net | 306,484 | |||
Other assets | 453,494 | |||
Total assets | 24,763,421 | |||
Viral Clear [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Research and development | 13,705,050 | |||
General and administrative | 14,680,519 | |||
Depreciation and amortization | 1,429 | |||
Total operating expenses | 28,386,998 | |||
Loss from Operations | (28,386,998) | |||
Interest income and other income, net | 14,855 | |||
Net loss | (28,372,143) | |||
Cash | 5,583,513 | |||
Inventory | 0 | |||
Other current assets | 29,928 | |||
Total current assets | 5,613,441 | |||
Property and equipment, net | 8,575 | |||
Right-to-use assets, net | 0 | |||
Other assets | 0 | |||
Total assets | 5,622,016 | |||
NeuroClear Technologies, Inc ("NeuroClear") [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Research and development | 31,630 | |||
General and administrative | 9,403 | |||
Depreciation and amortization | 286 | |||
Total operating expenses | 41,319 | |||
Loss from Operations | (41,319) | |||
Interest income and other income, net | 0 | |||
Net loss | (41,319) | |||
Cash | 0 | |||
Inventory | 0 | |||
Other current assets | 0 | |||
Total current assets | 0 | |||
Property and equipment, net | 0 | |||
Right-to-use assets, net | 0 | |||
Other assets | 0 | |||
Total assets | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Oct. 09, 2020 | Aug. 12, 2020 | Jun. 24, 2020 | May 20, 2020 | Apr. 14, 2020 | Mar. 30, 2020 | Feb. 25, 2020 | Dec. 31, 2019 | Oct. 16, 2019 | May 22, 2019 | May 17, 2019 | Nov. 01, 2017 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Due to Related Parties, Current (in Dollars) | $ 12,051 | $ 317,000 | $ 317,000 | $ 12,051 | |||||||||||
Related Party Transaction, Description of Transaction | ViralClear agreed to pay Weild & Co a 5% cash and a 5% warrant or other securities of the aggregate subscriptions placed by Weild & Co. No costs have been incurred as of the date of this filing | ||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party (in Dollars) | $ 266,863 | $ 279,030 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | the Company extended for up to two years 236,768 and 392,137 previously granted options that would normally expire 90 days after leaving service | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,187,500 | 1,068,550 | 2,500,000 | 231,335 | 424,357 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 105,000 | 625,000 | 195,720 | ||||||||||||
Share-based Compensation Arrangement by Share-basd Payment Award, Options, Exercise Price (in Dollars per share) | $ 5.03 | $ 10.49 | $ 4.66 | $ 5 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 810,000 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 113,332 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,120,000 | 1,599,053 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,203,223 | 550,077 | |||||||||||||
Cashless Exercise of Options [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 92,788 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 616,398 | 360,457 | |||||||||||||
Patent Costs, Consulting Fees and Expense Reimbursements [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Accrued Liabilities (in Dollars) | $ 27,623 | $ 15,000 | $ 15,000 | $ 27,623 | |||||||||||
Affiliated Entity [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Related Party Transaction, Description of Transaction | Company paid Sherpa fee of (i) $200,000 in cash, of which $25,000 was paid on January 1, 2018, with the remainder to be paid upon completion of certain objectives, and (ii) a ten-year option to purchase up to 120,000 of the Company’s common stock at an exercise of $3.75 per share of common stock, of which 60,000 options vest immediately and 60,000 options were performance conditioned and subsequently vested. | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 250,000 | ||||||||||||||
Director #2 [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 25,000 | ||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | ||||||||||||||
Officers and Directors [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 90,000 | ||||||||||||||
Director [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 120,182 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 746,507 | ||||||||||||||
Director #6 [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,138,000 | ||||||||||||||
Officer [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 675,000 | ||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 175,000 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 100,000 | ||||||||||||||
Director #4 [Member] | Cashless Exercise of Options [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 4,030 | ||||||||||||||
Options at $3.73 [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 50,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price (in Dollars per share) | $ 3.73 | ||||||||||||||
Options at $7.10 [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 50,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7.10 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 17,138 | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 50 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 95,000,000 | |
Operating Loss Carryforwards, Expiration Date 1 | 2038 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (9,200,000) | |
Deferred Tax Assets, Valuation Allowance | $ 24,700,000 | $ 15,500,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Statutory rate on pre-tax book loss | (21.00%) | (21.00%) |
(Gain) loss on change in fair value of derivatives | 0.00% | 0.00% |
Stock based compensation | 8.10% | 3.35% |
Fair value of warrant to acquire research and development | 1.59% | 1.93% |
Other | 0.03% | 0.04% |
Valuation allowance | 11.28% | 15.68% |
0.00% | 0.00% |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry-forwards | $ 19,900,000 | $ 13,500,000 |
Stock based compensation | 4,800,000 | 2,000,000 |
Valuation allowance | (24,700,000) | (15,500,000) |
Net non-current deferred tax asset | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Feb. 26, 2021 | Feb. 25, 2021 | Feb. 16, 2021 | Feb. 12, 2021 | Feb. 10, 2021 | Feb. 01, 2021 | Jan. 13, 2021 | Jan. 12, 2021 | Jan. 04, 2021 | Feb. 28, 2021 | Jan. 31, 2021 |
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 13,702 | ||||||||||
Decrease in Rent | 16,289 | ||||||||||
Security Deposit | 5,448 | ||||||||||
Operating Lease, Liability | $ 27,404 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 19,000 | 50,000 | 5,000 | 18,868 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 87,970 | $ 253,000 | $ 21,650 | $ 75,283 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 9,375 | ||||||||||
Proceeds from Stock Options Exercised | $ 27,750 | ||||||||||
Stock Issued During Period, Shares, New Issues | 217,790 | 33,930 | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,109,401 | $ 190,883 | |||||||||
Payments of Stock Issuance Costs | $ 34,311 | $ 5,904 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 23,334 | ||||||||||
Restricted Stock [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 647,692 | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 115,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting quarterly over year | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.99 | ||||||||||
Restricted Stock [Member] | Employees [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 105,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter for two years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.99 | ||||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter for two years | one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter for two years | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.97 | $ 4.23 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 107,000 | 387,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.99 | $ 4.03 |