Shareholders' Equity and Share-Based Payments [Text Block] | NOTE 8 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 (as amended) provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 14,474,450 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 1,006,023 shares remaining available for future issuance of awards under the terms of the Plan as of June 30, 2022. Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options using the based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. During the six months ended June 30, 2022, the Company granted an aggregate of 1,185,000 options to officers, directors and key consultants. The following table presents information related to stock options at June 30, 2022: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 1.00 155,000 9.9 50,000 1.00-1.99 1,030,000 9.7 32,500 2.00-2.99 975,375 8.4 549,375 3.00-3.99 462,466 4.4 404,132 4.00-4.99 1,467,916 5.2 1,163,607 5.00-5.99 156,132 6.6 128,628 6.00-6.99 396,542 5.0 359,352 7.00-7.99 186,720 5.3 178,387 Over 8.00 193,333 7.4 181,236 5,023,484 6.9 3,047,217 A summary of the stock option activity and related information for the Plan for the six months ended June 30, 2022 is as follows: Weighted-Average Weighted-Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value Outstanding at December 31, 2021 4,568,484 $ 4.57 6.9 $ - Grants 1,185,000 $ 1.23 10.0 $ - Forfeited/expired (730,000 ) $ 4.93 Outstanding at June 30, 2022 5,023,484 $ 3.72 6.9 $ - Exercisable at June 30, 2022 3,047,217 $ 4.65 5.6 $ - 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 $0.658 as of June 30, 2022, which would have been received by the option holders had those option holders exercised their options as of that date. On February 7, 2022, the Company granted an aggregate of 100,000 options to purchase the company’s common stock in connection with the services rendered at the exercise price of $1.72 per share for a term of ten years with vesting on the quarterly for one year. On February 17, 2022, the Company granted an aggregate of 66,000 options to purchase the company’s common stock in connection with the services rendered at the exercise price of $1.58 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 17, 2023 for two years. On March 15, 2022, the Company granted an aggregate of 70,000 options to purchase the company’s common stock in connection with the services rendered at the exercise price of $1.28 per share for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning March 15, 2023 for two years. On March 30, 2022, the Company granted 350,000 options to purchase the company’s common stock in connection with the services rendered at the exercise price of $1.30 per share for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning March 30, 2023 for two years. On April 13, 2022, the Company granted an aggregate of 444,000 options to purchase the company’s common stock in connection with the services rendered at the exercise price of $1.14 per share for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning April 13, 2023 for two years. On May 12, 2022, the Company granted 50,000 options to purchase the company’s common stock in connection with the addition of a new board member at the exercise price of $0.82 per share for a term of ten years with half vesting immediately and half vesting April 22, 2023. On May 16, 2022, the Company granted 50,000 options to purchase the company’s common stock in connection with the addition of a new board member at the exercise price of $0.87 per share for a term of ten years with half vesting immediately and half vesting May 2, 2023. On June 15, 2022, the Company granted an aggregate of 55,000 options to purchase the company’s common stock in connection with the services rendered at the exercise price of $0.89 per share for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning June 15, 2023 for two years. The following assumptions were used in determining the fair value of options during the six months ended June 30, 2022: Risk-free interest rate 1.17% - 3.39 % Dividend yield 0 % Stock price volatility 83.83% to 92.93 % Expected life 5.5 to 10 years Weighted average grant date fair value $ 0.86 On March 16, 2022, in connection with the termination of a Company executive, the Company extended the life of 100,000 previously issued options from the contractual 90 days from termination of service to the earlier of the initial life or March 16, 2024. The change in estimated fair value of the modified options of $15,181 was charged to current period operations. The following assumptions were used in determining the change in fair value of the modified options at March 16, 2022: Risk-free interest rate 0.44% - 1.95 % Dividend yield 0 % Stock price volatility 83.86 % Expected life 0.25 – 2 years The fair value of all options vesting during the three and six months ended June 30, 2022 of $356,394 and $1,006,386 and $613,806 and $1,190,692 for the three and six months ended June 30, 2021, respectively, was charged to current period operations. Unrecognized compensation expense of $2,600,031 at June 30, 2022 which the Company expects to recognize over a weighted average period of 1.06 years. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at June 30, 2022: Exercise Number Expiration Price Outstanding Date $ 0.90 217,083 June 2027 $ 1.40 2,613,130 September 2025 $ 4.80 250,000 February 2025 to July 2026 $ 6.16 568,910 November 2027 3,649,123 On March 21, 2022, the Company issued warrants to purchase 2,613,130 shares of its common stock at an exercise price of $1.40 per share, that are exercisable six months after the date of issuance and will expire three and one-half years following the date of issuance in connection with the sale of the Company’s common stock. On June 29, 2022, the Company issued warrants to purchase 217,083 shares of common stock at an exercise price of $0.90 per share and will expire five years following the date of the execution of the Underwriting Agreement in connection with the sale of common stock in the June 2022 Offering. A summary of the warrant activity for the six months ended June 30, 2022 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 818,910 $ 5.74 5.3 $ - Issued 2,830,213 $ 1.36 3.4 - Outstanding at June 30, 2022 3,649,123 $ 2.35 3.7 $ - Vested and expected to vest at June 30, 2022 3,649,123 $ 2.35 3.7 $ - Exercisable at June 30, 2022 1,035,993 $ 4.73 4.8 $ - 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 $0.658 of June 30, 2022, 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 six months ended June 30, 2022: Restricted shares issued as of December 31, 2021 141,250 Granted 87,500 Vested and issued (87,499 ) Forfeited (30,001 ) Vested restricted shares as of June 30, 2022 - Unvested restricted shares as of June 30, 2022 111,250 On March 8, 2022, the Company granted an aggregate of 37,500 restricted stock units for services with 12,500 vesting upon achievement of certain performance conditions and 25,000 vesting quarterly for one year. On May 6, 2022, the Company granted 50,000 restricted stock units for services vesting one year from the date of issuance. Stock based compensation expense related to restricted stock grants was $71,787 and $141,541 for the three and six months ended June 30, 2022 and $610,995 and $710,115 for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the stock-based compensation relating to restricted stock of $154,125 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 2,415,074 shares remaining available for future issuance of awards under the terms of the ViralClear Plan. ViralClear Options The following table presents information related to stock options at June 30, 2022: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 125,000 0.5 91,664 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 and six months ended June 30, 2022 of $0 and $36,520 and $36,521 and $73,041 for the three and six months ended June 30, 2021, respectively, was charged to current period operations. Unrecognized compensation expense of $0 at June 30, 2022 will be expensed in future periods. Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at June 30, 2022: 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 six months ended June 30, 2022: Restricted shares outstanding at December 31, 2021: 1,318,679 Forfeited (240,000 ) Total restricted shares outstanding at June 30, 2022: 1,078,679 Comprised of: Vested restricted shares as of June 30, 2022 678,679 Unvested restricted shares as of June 30, 2022 400,000 Total 1,078,679 Stock based compensation expense related to restricted stock unit grants of ViralClear was $(744,767) and $(1,101,163) for the three and six months ended June 30, 2022 and $391,881 and $421,032 for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, the stock-based compensation relating to restricted stock of $87,210 remains unamortized. |