Shareholders' Equity and Share-Based Payments [Text Block] | NOTE 10 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. On October 19, 2022, the 2012 Equity Incentive Plan expired. 2023 Long-Term Incentive Plan On December 27, 2022, the Board of Directors of BioSig Technologies, Inc. approved the 2023 Long-Term Incentive Plan (the “2023 Plan”). The 2023 Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 5,265,945 shares, plus any prior plan awards 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. At December 31, 2022, there were 5,265,945 shares available under the 2023 Long-Term Incentive Plan. 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 year ended December 31, 2022 and 2021, the Company granted an aggregate of 1,428,000 and 1,818,000 options to officers, directors and key consultants, respectively. The following table presents information related to stock options at December 31, 2022: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 1.00 398,000 9.7 200,000 1.00-1.99 910,000 8.8 97,500 2.00-2.99 875,375 8.7 641,374 3.00-3.99 412,466 3.4 397,882 4.00-4.99 1,165,916 5.1 1,049,853 5.00-5.99 156,132 6.1 137,792 6.00-6.99 356,542 4.5 354,868 7.00-7.99 157,720 5.7 152,720 Over 8.00 123,333 3.8 117,080 4,555,484 6.7 3,149,069 A summary of the stock option activity and related information for the Plan for the two years ended December 31, 2022 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2021 3,568,497 $ 5.59 7.0 $ 110,961 Grants 1,818,000 $ 3.69 10.0 - Exercised (9,375 ) $ 2.96 Forfeited/expired (808,638 ) $ 6.19 Outstanding at December 31, 2021 4,568,484 $ 4.57 6.9 $ - Grants 1,428,000 $ 1.12 10.0 $ - Forfeited/expired (1,441,000 ) $ 4.54 Outstanding at December 31, 2022 4,555,484 $ 3.49 6.7 $ 3,000 Exercisable at December 31, 2022 3,149,069 $ 4.83 5.9 $ 3,000 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 $0.42 as of December 31, 2022, which would have been received by the option holders had those option holders exercised their options as of that date. During the year ended December 31, 2021, the Company granted an aggregate of 1,818,000 options to purchase the Company’s common stock in connection with services rendered at exercise prices from $2.44 to $4.97 per share for a term of ten years and with vesting from immediate to three years from the date of issuance. During the year ended December 31, 2022, the Company granted an aggregate of 1,428,000 options to purchase the Company’s common stock in connection with services rendered at exercise prices from $0.40 to $1.72 per share for a term of ten years and with vesting from immediate to three years from the date of issuance. The following assumptions were used in determining the fair value of options during the years ended December 31, 2022 and 2021: 2022 2021 Risk-free interest rate 1.17% - 4.06 % 0.77% to 1.49 % Dividend yield 0 % 0 % Stock price volatility 83.83% to 96.29 % 82.50% to 95.98 % Expected life 5 – 10 years 5-10 years Weighted average grant date fair value $ 0.80 $ 2.55 On June 28, 2021, in connection with the exit of two members of the Company’s board of directors, the Company extended the life of 145,000 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life or June 28, 2023. The change in estimated fair value of the modified options of $182,514 was charged to current period operations. The following assumptions were used in determining the change in fair value of the modified options at June 28, 2021: Risk-free interest rate 0.05% - 0.25 % Dividend yield 0 % Stock price volatility 88.57 % Expected life 0.25 – 2 years On June 30, 2021, in connection with the resignation of a member of the Company’s board of directors, the Company entered into a one-year consulting contract and extended the life of 221,240 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life or two years after service contract completion. The change in estimated fair value of the modified options of $111,402 was charged to current period operations. The following assumptions were used in determining the change in fair value of the modified options on June 30, 2021: Risk-free interest rate 0.06% - 0.46 % Dividend yield 0 % Stock price volatility 88.59 % Expected life 0.59 – 3 years 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 year ended December 31, 2022 and 2021 of $1,829,233 and $3,357,274, respectively, was charged to current period operations. Unrecognized compensation expense of $1,373,155 at December 31, 2022 which the Company expects to recognize over a weighted average period of 1.00 years. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at December 31, 2022: Exercise Number Expiration Price Outstanding Date $ 0.4066 250,000 November 2032 $ 0.4100 60,976 May, 2028 $ 0.4455 1,130,012 June 2028 $ 0.9000 217,083 June 2027 $ 1.4000 1,740,130 September 2025 $ 4.8000 250,000 February 2025 to July 2026 $ 6.16 568,910 November 2027 4,217,111 On July 7, 2021, BioSig Technologies, Inc. issued warrants to purchase 125,000 shares of its common stock at $4.80 per share, expiring on July 2, 2026, for placement agent services in connection with the sale of the company’s common stock. 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 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. On November 18, 2022, the Company issued warrants to purchase 250,000 shares of common stock at an exercise price of $0.4066 for services. The warrants expire ten years following the date of issuance The fair value of $90,865, determined using the Black-Scholes Option method was charged to current period operations. The assumptions issued in the fair value determination was volatility: 96.26%, estimated life: 10 years and risk-free rate of 3.82%. On November 18, 2022, the Company issued warrants to purchase 60,976 shares of common stock at an exercise price of $0.41 per share exercisable six months after the date of issuance and will expire five and one-half On December 27, 2022, the Company issued warrants to purchase 1,080,799 shares of its common stock at an exercise price of $0.4455 per share, that are exercisable six months after the date of issuance and will expire three and one-half On December 27, 2022, the Company issued warrants to purchase 49,213 shares of common stock at an exercise price of $0.4455 per share exercisable six months after the date of issuance and will expire five and one-half A summary of the warrant activity for the two years ended December 31, 2022 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2021 1,446,200 $ 5.44 3.3 $ 1,500 Issued 125,000 $ 4.80 5.0 - Expired (752,290 ) $ 5.00 Outstanding at December 31, 2021 818,910 $ 5.74 5.3 $ - Issued 4,271,201 $ 1.05 4.0 Exercised (873,000 ) $ 0.25 - - Outstanding at December 31, 2022 4,217,111 $ 1.89 4.3 $ - Vested and expected to vest at December 31, 2022 4,217,111 $ 1.89 4.3 $ 3,960 Exercisable at December 31, 2022 3,026,123 $ 2.46 3.9 $ 3,350 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the company’s stock price of $0.42 of December 31, 2022, which would have been received by the warrant holders had those warrants holders exercised their options as of that date. The fair value of warrants issued for services during the year ended December 31, 2022 and 2021 of $90,865 and $0, respectively, was charged to current period operations. Unrecognized compensation expense of $0 at December 31, 2022. Restricted Stock Units The following table summarizes the restricted stock activity for the two years ended December 31, 2022: Restricted shares issued as of January 1, 2021 218,334 Granted 301,000 Vested and issued (258,084 ) Forfeited (120,000 ) Restricted shares issued as of December 31, 2021 141,250 Granted 387,500 Vested and issued (259,165 ) Forfeited (30,001 ) Vested restricted shares as of December 31, 2022 - Unvested restricted shares as of December 31, 2022 239,584 In 2021, the Company granted an aggregate of 301,000 restricted stock units for services with vesting ranging from four months to three years. On June 1, 2021, in connection with the termination of an employee, the Company accelerated vesting of 30,000 previously granted restricted stock units from a three-year period to fully vested. The change in vesting of the modified restricted stock unit resulted in a $109,725 charge to current period operations. On June 30, 2021, in connection with the resignation of a member of the Company’s board of directors, the Company accelerated vesting of 50,000 previously granted restricted stock units from a three-year period to fully vested. The change in vesting of the modified restricted stock unit resulted in a $232,375 charge to current period operations. In 2022, the Company granted an aggregate of 387,500 restricted stock units for services with 375,000 vesting from four months to one year and 12,500 upon achievement of certain performance conditions. Stock based compensation expense related to restricted stock grants was $358,931 and $950,281 for the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the stock-based compensation relating to restricted stock of $107,655 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 2,650,071 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, 2022 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Outstanding at January 1, 2021 1,527,666 $ 5.00 4.0 Exercised (550,000 ) $ 5.00 Forfeited/expired (852,666 ) $ 5.00 Outstanding at December 31, 2021 125,000 $ 5.00 7.2 Forfeited/expired (100,000 ) $ 5.00 Outstanding at December 31, 2022 25,000 $ 5.00 1.5 Exercisable at December 31, 2022 25,000 $ 5.00 1.5 The following table presents information related to stock options at December 31, 2022: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 1.5 25,000 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 July 1, 2021, ViralClear issued 206,250 shares of its common stock in exchange for the cashless exercise of 550,000 options previously granted on October 16, 2019. On June 30, 2021, in connection with the resignation of a member of the Company’s board of directors, the Company entered into a one-year consulting contract and extended the life of 25,000 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life or two years after service contract completion. The change in estimated fair value of the modified options of $26,577 was charged to current period operations. The following assumptions were used in determining the change in fair value of the modified options at June 30, 2021: Risk-free interest rate 0.07% - 0.46 % Dividend yield 0 % Stock price volatility 88.59 % Expected life 1.25 - 3 years The fair value of all options vesting during the years ended December 31, 2022 and 2021 of $36,520 and $146,083, respectively, was charged to current period operations. Unrecognized compensation expense of $0 at December 31, 2022. Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at December 31, 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 two years ended December 31, 2022: Restricted shares outstanding at January 1, 2021: 1,420,716 Issued (40,000 ) Forfeited (62,037 ) Restricted shares outstanding at December 31, 2021: 1,318,679 Forfeited (240,000 ) Total restricted shares outstanding at December 31, 2022: 1,078,679 Comprised of: Vested restricted shares as of December 31, 2022 678,679 Unvested restricted shares as of December 31, 2022 400,000 Total 1,078,679 Stock based compensation expense related to restricted stock unit grants of ViralClear was $(1,072,094) and $904,112 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the stock-based compensation relating to restricted stock of $58,140 remains unamortized. |