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 1,535,565 shares remaining available for future issuance of awards under the terms of the Plan as of March 31, 2021. 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 three months ended March 31, 2021 was estimated using the Black-Scholes pricing model. During the three months ended March 31, 2021, the Company granted an aggregate of 489,500 options to officers, directors and key consultants. The following table presents information related to stock options at March 31, 2021: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.51-5.00 2,187,257 8.1 1,499,428 5.01-7.50 1,324,447 6.3 980,179 7.51-10.00 203,333 8.5 100,273 10.01-12.50 65,000 9.1 46,249 3,780,037 7.5 2,626,129 A summary of the stock option activity and related information for the Plan for the three months ended March 31, 2021 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2020 3,568,497 $ 5.59 7.0 $ 110,961 Grants 489,500 4.38 10.0 $ - Exercised (9,375 ) $ 2.96 - Forfeited/expired (268,585 ) $ 7.53 - Outstanding at March 31, 2021 3,780,037 $ 5.31 7.50 $ 308,891 Exercisable at March 31, 2021 2,626,129 $ 5.34 6.77 $ 228,066 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 $4.31 as of March 31, 2021, which would have been received by the option holders had those option holders exercised their options as of that date. On January 12, 2021, BioSig Technologies, Inc. granted 387,500 options to purchase the company stock in connection with the services rendered at the exercise price of $4.23 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 12, 2022 for two years. On February 16, 2021, BioSig Technologies, Inc. granted 102,000 options to purchase the company stock in connection with the services rendered at the exercise price of $4.97 per share for a term of ten years with one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning February 16, 2022 for two years. The following assumptions were used in determining the fair value of options during the three months ended March 31, 2021: Risk-free interest rate 0.83% - 0.94 % Dividend yield 0 % Stock price volatility 94.06% to 95.98 % Expected life 6 years Weighted average grant date fair value $ 4.03 The fair value of all options vesting during the three months ended March 31, 2021 and 2020 of $576,885 and $623,693, respectively, was charged to current period operations. Unrecognized compensation expense of $4,349,976 at March 31, 2021 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 March 31, 2021: Exercise Number Expiration Price Outstanding Date $ 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 1,436,200 A summary of the warrant activity for the three months ended March 31, 2021 is as follows: Weighted-Average Weighted-Average Remaining Contractual Aggregate Shares Exercise Price Term Intrinsic Value Outstanding at December 31, 2020 1,446,200 $ 5.44 3.3 $ 1,500 Grants - Exercised - Expired (10,000 ) $ 3.75 - - Outstanding at March 31, 2021 1,436,200 $ 5.45 3.1 $ - Vested and expected to vest at March 31, 2021 1,436,200 $ 5.45 3.1 $ - Exercisable at March 31, 2021 1,436,200 $ 5.45 3.1 $ - 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 $4.31 of March 31, 2021, which would have been received by the option holders had those option holders exercised their options as of that date. Restricted Stock Units The following table summarizes the restricted stock activity for the three months ended March 31, 2021: Restricted shares issued as of December 31, 2020 218,334 Granted 251,000 Vested and issued (23,334 ) Forfeited (100,000 ) Vested restricted shares as of March 31, 2021 - Unvested restricted shares as of March 31, 2021 346,000 On January 4, 2021, the Company granted 220,000 restricted stock units for services with 105,000 vesting one-third on the one-year anniversary and two-thirds vesting quarterly thereafter beginning January 4, 2022 for two years and with 115,000 vesting quarterly for one year. On March 8, 2021 the Company granted 31,000 restricted stock units for services vesting on August 31, 2021. Stock based compensation expense related to restricted stock grants was $99,120 and $401,478 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the stock-based compensation relating to restricted stock of $1,128,853 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 1,987,000 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 three months ended March 31, 2021 is as follows: Weighted-Average Weighted-Average Remaining Contractual Shares Exercise Price Term Outstanding at December 31, 2020 1,527,666 $ 5.00 3.96 Grants - Exercised - Forfeited/expired (852,666 ) $ 5.00 Outstanding at March 31, 2021 675,000 $ 5.00 8.61 Exercisable at March 31, 2021 608,332 $ 5.00 8.57 The following table presents information related to stock options at March 31, 2021: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 675,000 8.61 608,332 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. The fair value of all options vesting during the three months ended March 31, 2021 and 2020 of $36,521 and $0, respectively, was charged to current period operations. Unrecognized compensation expense of $292,166 at March 31, 2021 will be expensed in future periods. Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at March 31, 2021: Exercise Number Expiration Price Outstanding Date $ 5.00 473,772 November 2027 10.00 6,575 May 2025 480,347 Restricted stock units (ViralClear) The following table summarizes the restricted stock activity for the three months ended March 31, 2021: Restricted shares issued as of December 31, 2020 1,420,716 Granted - Forfeited (82,716 ) Total 1,338,000 Comprised of: Vested restricted shares as of March 31, 2021 698,000 Unvested restricted shares as of March 31, 2021 640,000 Stock based compensation expense related to restricted stock unit grants of ViralClear was $29,151 and $3,387,413 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the stock-based compensation relating to restricted stock of $851,839 remains unamortized. |