Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BIOSIG TECHNOLOGIES, INC. | |
Trading Symbol | BSGM | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 70,485,322 | |
Amendment Flag | false | |
Entity Central Index Key | 0001530766 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38659 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-4333375 | |
Entity Address, Address Line One | 55 Greens Farms Road, 1st 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 $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,412 | $ 357 |
Accounts receivable | 17 | 9 |
Inventory, short term | 345 | 336 |
Net investment in leases, short term | 101 | 101 |
Prepaid expenses and vendor deposits4 | 275 | 325 |
Total current assets | 2,150 | 1,128 |
Property and equipment, net | 630 | 665 |
Right-to-use assets, net | 634 | 705 |
Other assets: | ||
Inventory, long term | 1,142 | 1,141 |
Net investment in leases, long term | 94 | 120 |
Patents, net | 303 | 307 |
Other assets | 244 | 44 |
Total assets | 5,197 | 4,110 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $0 and $120 to related parties as of March 31, 2023 and December 31, 2022, respectively | 2,392 | 2,852 |
Customer deposits | 8 | 0 |
Deferred revenue, short term | 0 | 5 |
Dividends payable | 93 | 91 |
Lease liability, short term | 321 | 313 |
Total current liabilities | 2,814 | 3,261 |
Lease liability, long term | 368 | 452 |
Total long-term liabilities | 368 | 452 |
Total liabilities | 3,182 | 3,713 |
Convertible Preferred Stock | 105 | 105 |
Equity: | ||
Preferred stock | 0 | 0 |
Common stock, $0.001 par value, authorized 200,000,000 shares, 66,857,687 and 54,610,638 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 67 | 55 |
Additional paid in capital | 225,215 | 216,232 |
Accumulated deficit | (223,306) | (215,974) |
Total stockholders' equity attributable to BioSig Technologies, Inc. | 1,976 | 313 |
Non-controlling interest | (66) | (21) |
Total equity | 1,910 | 292 |
Total liabilities and equity | $ 5,197 | $ 4,110 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts payable and accrued expenses, related parties (in Dollars) | $ 0 | $ 120 |
Preferred Stock, shares issued | 105 | 105 |
Preferred Stock, shares outstanding | 105 | 105 |
Preferred Stock, liquidation preference (in Dollars) | $ 105 | $ 105 |
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 | 66,857,687 | 54,610,638 |
Common stock, shares outstanding | 66,857,687 | 54,610,638 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 200 | 200 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 600 | 600 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,200 | 4,200 |
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 ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 5 | $ 8 |
Operating expenses: | ||
Research and development | 1,062 | 1,617 |
General and administrative | 6,245 | 6,401 |
Depreciation and amortization | 84 | 55 |
Total operating expenses | 7,391 | 8,073 |
Loss from operations | (7,386) | (8,065) |
Other income (expense): | ||
Interest income, net | 4 | 0 |
Loss before income taxes | (7,382) | (8,065) |
Income taxes (benefit) | 0 | 0 |
Net loss | (7,382) | (8,065) |
Non-controlling interest | 50 | 102 |
Net loss attributable to BioSig Technologies, Inc. | (7,332) | (7,963) |
Preferred stock dividend | (2) | (2) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (7,334) | $ (7,965) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.12) | $ (0.22) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 61,426,514 | 35,997,298 |
Service [Member] | ||
Revenue | $ 5 | $ 8 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series D Preferred Stock [Member] Common Stock [Member] At-the-Market Offering [Member] | Series D Preferred Stock [Member] Common 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] | Series E Preferred Stock [Member] Retained Earnings [Member] | Noncontrolling Interest [Member] | At-the-Market Offering [Member] | Total |
Balance at Dec. 31, 2021 | $ 36,000 | $ 201,127,000 | $ (188,922,000) | $ 219,000 | $ 12,460,000 | |||
Balance (in Shares) at Dec. 31, 2021 | 35,567,180 | |||||||
Common stock issued for services | $ 1,000 | 1,600,000 | 1,601,000 | |||||
Common stock issued for services (in Shares) | 1,312,500 | |||||||
Change in fair value of modified options | 15,000 | 15,000 | ||||||
Sale of common stock and warrants, net transactional costs | $ 2,000 | $ 3,000,000 | $ 3,002,000 | |||||
Sale of common stock and warrants, net transactional costs (in Shares) | 2,613,130 | |||||||
Stock based compensation | 500,000 | (101,000) | 399,000 | |||||
Stock based compensation (in Shares) | 6,249 | |||||||
Preferred stock dividend | (2,000) | (2,000) | ||||||
Net loss | (7,963,000) | (102,000) | (8,065,000) | |||||
Balance at Mar. 31, 2022 | $ 39,000 | 206,240,000 | (196,885,000) | 16,000 | 9,410,000 | |||
Balance (in Shares) at Mar. 31, 2022 | 39,559,059 | |||||||
Balance at Dec. 31, 2021 | $ 36,000 | 201,127,000 | (188,922,000) | 219,000 | 12,460,000 | |||
Balance (in Shares) at Dec. 31, 2021 | 35,567,180 | |||||||
Common stock issued for services | $ 1,060,740 | |||||||
Common stock issued for services (in Shares) | 2,370,000 | |||||||
Balance at Dec. 31, 2022 | $ 55,000 | 216,232,000 | (215,974,000) | (21,000) | $ 292,000 | |||
Balance (in Shares) at Dec. 31, 2022 | 54,610,638 | 54,610,638 | ||||||
Common stock issued for services | $ 1,000 | 1,096,000 | $ 1,097,000 | |||||
Common stock issued for services (in Shares) | 1,167,500 | |||||||
Common stock issued in settlement of debt | 105,000 | 105,000 | ||||||
Common stock issued in settlement of debt (in Shares) | 88,000 | |||||||
Sale of common stock and warrants, net transactional costs | $ 8,000 | 6,740,000 | 6,748,000 | |||||
Sale of common stock and warrants, net transactional costs (in Shares) | 8,500,300 | |||||||
Stock based compensation | $ 3,000 | 1,044,000 | 5,000 | 1,052,000 | ||||
Stock based compensation (in Shares) | 2,491,249 | |||||||
Preferred stock dividend | (2,000) | (2,000) | ||||||
Net loss | (7,332,000) | (50,000) | (7,382,000) | |||||
Balance at Mar. 31, 2023 | $ 67,000 | $ 225,215,000 | $ (223,306,000) | $ (66,000) | $ 1,910,000 | |||
Balance (in Shares) at Mar. 31, 2023 | 66,857,687 | 66,857,687 |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
At-the-Market Offering [Member] | |
Sale of common stock, transactional costs | $ 3 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,382) | $ (8,065) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 84 | 55 |
Non-cash lease expense | 71 | 85 |
Equity based compensation | 2,149 | 2,000 |
Change in fair value of modified options | 0 | 15 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8) | 0 |
Lease receivables | 25 | 0 |
Inventory | (9) | (145) |
Prepaid expenses | (151) | 43 |
Deferred revenue | (5) | (8) |
Payment of long term deposit | 8 | 0 |
Accounts payable | (355) | 165 |
Operating lease liabilities | (75) | (86) |
Net cash used in operating activities | (5,648) | (5,941) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (45) | (55) |
Net cash used in investing activity | (45) | (55) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 6,748 | 3,002 |
Net cash provided by financing activities | 6,748 | 3,002 |
Net increase (decrease) in cash and cash equivalents | 1,055 | (2,994) |
Cash and cash equivalents, beginning of the period | 357 | 11,659 |
Cash and cash equivalents, end of the period | 1,412 | 8,665 |
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 |
Noncash investing and financing activities: | ||
Common stock issued in settlement of debt | 105 | 0 |
Dividend payable on preferred stock charged to additional paid in capital | $ 2 | $ 2 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
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 generated minimal revenue to date and consequently its operations are subject to all risks inherent in business enterprises in early commercialization stage. On November 7, 2018, the Company formed a subsidiary under the laws of the State of Delaware originally under the name of NeuroClear Technologies, Inc. which was renamed to ViralClear Pharmaceuticals, Inc. (“ViralClear”) in March 2020. The subsidiary was established to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology. As of March 31, 2023, the Company had a majority interest in ViralClear of 69.08%. On July 2, 2020, the Company formed an additional subsidiary, NeuroClear Technologies, Inc., a Delaware corporation. The unaudited condensed consolidated financial statements include the accounts of BioSig Technologies, Inc., its wholly owned subsidiary, NeuroClear Technologies, Inc. and its majority owned subsidiary, ViralClear Pharmaceuticals, Inc. as the “Company” or “BioSig”. The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited financial statements. Operating results for the three months ended March 31, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022 filed with the Company’s Form 10-K with the Securities and Exchange Commission on March 31, 2023. COVID-19 The World Health Organization recently determined that COVID-19 no longer fit the definition of a public health emergency and the U.S. government has announced its plan to let the declaration of a public health emergency associated with COVID-19 expire on May 11, 2023. COVID-19 is expected to remain a serious endemic threat for an indefinite future period and may continue to adversely affect the global economy, resulting in delays to our commercialization objectives of the PURE EP Systems during 2023. Inflation Reduction Act of 2022 On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income," which is effective for tax years beginning after December 31, 2022, and a one percent excise tax on net repurchases of stock after December 31, 2022. The Company is continuing to evaluate the Inflation Reduction Act and its requirements, as well as the application to our business, but at this time does not expect the Inflation Reduction Act to have a material impact on our financial results. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 GOING CONCERN AND MANAGEMENT S LIQUIDITY PLANS As of March 31, 2023, the Company had cash of $1.4 million and working capital deficit of $(0.7) million. During the three months ended March 31, 2023, the Company used net cash in operating activities of $5.6 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s primary source of operating funds since inception has been cash proceeds from sale of common and preferred stock. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company’s plans include the continued commercialization of the PURE EP System and other applications of our core technology and raising capital through the sale of additional equity securities, debt or capital inflows from strategic partnerships. The Company’s strategic shift from a focus on technology development to commercialization will allow the Company to significantly reduce operating expenses. The Company will require additional financing to fund future operations. Further, although the Company began commercial operations; there is no assurance that the Company will be able to generate sufficient cash flow to fund operations. In addition, there can be no assurance that the Company’s continuing research and development will be successfully completed or that any additional products will be commercially viable. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Revenue Recognition The Company derives its revenue primarily from the sale and lease of its medical device, the PURE EP™ System, and well as related support and maintenance services and software upgrades in connection with the system. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 842, Leases Revenue from Contracts with Customers The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASC 606, the Company determines revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligation in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. Performance obligations are the units of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If the Company determines that it has not satisfied a performance obligation, it will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Once the PURE EP system is delivered, installed, and accepted by the customer, our performance obligation is recognized. Support, maintenance, and software upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP System and do not have the right to terminate their contracts unless we fail to perform material obligations. The Company may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net (if any) in the Company’s consolidated balance sheet. In 2022, the Company entered two leases for our PURE EP system at a rate of $4,333 per month each. The term of the leases is for 30 months with an option provided to extend for an additional one year. The leases also have an option to purchase at the end of the lease at the fair market value. The Company accounts for the leases in accordance with ASC 842 and ASC 606. The Company determined the leases meet the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. Non-lease components are recognized under ASC 606. The discount rate utilized was the contract explicit rate of 2% per annum. (See Note 6 – Lease Receivables). A reconciliation of contract liabilities with customers for the three months ended March 31, 2023 and 2022, are presented below: Three months ended March 31,2023: Balance at December 31, 2022 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2023 (000’s) Service revenue $ 5 $ - $ (5 ) $ - Three months ended March 31, 2022: Balance at December 31, 2021 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2022 (000’s) Service revenue $ 37 $ - $ (8 ) $ 29 The table below summarizes our deferred revenue as of March 31, 2023 and December 31, 2022: March 31, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 The Company had one customer which accounts for 100% of our revenue in the three months ended March 31, 2023 and 2022. At March 31, 2023, the Company had three customers representing 45.3%, 28.5% and 26.2% of the outstanding accounts receivable. At December 31, 2022, the Company had two customers representing 52.2% and 47.8% of the outstanding accounts receivable. The Company utilized one contract manufacturer for the manufacture and supply of the PURE EP system for the three months ended March 31, 2023 and 2022. Cost of Revenue Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or the leased under a sales-type lease. Allowance for Doubtful Accounts The Company adjusts accounts receivable down to net realizable value with its allowance methodology. In determining the allowance for doubtful accounts for estimated losses, aged receivables are analyzed periodically by management. Each identified receivable is reviewed based upon historical collection experience, financial condition of the customer and the status of any open or unresolved issues with the customer preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. The allowance for doubtful accounts was $0 at March 31, 2023 and December 31, 2022. The Company believes that its reserve is adequate, however results may differ in future periods. For the three months ended March 31, 2023 and 2022, bad debt expense totaled $0. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At March 31, 2023 and December 31, 2022, deposits in excess of FDIC limits were $1.1 million and $0.05 million, respectively. Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. Inventory The inventory is comprised of finished goods available for sale and are stated at the lower of cost or net realizable value using specific identification method for serial numbered inventory and first-in, first-out method for all other inventory for valuation. The inventory March 31, 2023 and December 31, 2022 was comprised of the following: March 31, 2023 (000’s) December 31, 2022 (000’s) Finished goods-total $ 1,487 $ 1,477 Finished goods-short term 345 336 Finished goods-long term $ 1,142 $ 1,141 Prepaid Expenses and Vendor Deposits Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments. Leases (lessee) The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the Company’s consolidated balance sheet. The Company evaluates and classifies leases as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The Company applies the portfolio approach in applying discount rates to its classes of leases. The operating lease ROU assets include any payments made before the commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not currently have subleases. The Company does not currently have residual value guarantees or restrictive covenants in its leases. Leases (lessor) The Company classifies contractual lease arrangements entered as a lessor as a sales-type, direct financing or operating lease as described in ASC 842-Leases. For sales-type leases, the Company derecognizes the leased asset and recognizes the lease investment on the balance sheet. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Other Assets: Other assets are comprised of the following: March 31, 2023 (000’s) December 31, 2022 (000’s) Vendor deposits $ 200 $ - Security deposits 43 43 Trademarks 1 1 Total other assets $ 244 $ 44 Impairment of Long-lived Assets The Company recognizes an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. The Company did not recognize and record any impairments of long-lived assets used in operations during the three months ended March 31, 2023 and 2022. Research and Development Costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $1.1 million and $1.6 million for the three months ended March 31, 2023 and 2022, respectively. Net Income (loss) Per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of March 31, 2023 and 2022 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: March 31, 2023 March 31, 2022 Series C convertible preferred stock 514,984 162,634 Options to purchase common stock 4,616,151 4,869,484 Warrants to purchase common stock 8,867,786 3,432,040 Restricted stock units to acquire common stock 430,835 82,500 Totals 14,429,756 8,546,658 Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award as measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Patents, Net The Company capitalizes certain initial asset costs in connection with patent applications including registration, documentation and other professional fees associated with the application. Patent costs incurred prior to the Company’s U.S. Food and Drug Administration (“FDA”) 510(k) application on March 28, 2018 were charged to research and development expense as incurred. Commencing upon first in-man trials on February 18 and 19, 2019, capitalized costs are amortized to expense using the straight-line method over the lesser of the legal patent term or the estimated life of the product of 20 years. During the three months ended March 31, 2023 and 2022, the Company recorded amortization of $4,851 and $4,751 to current period operations, respectively. Warranty The Company generally warrants its products to be free from material defects and to conform to material specifications for a period of up to two (2) years. Warranty expense is estimated based primarily on historical experience and is reflected in the consolidated financial statements. 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). Non-controlling Interest The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s subsidiary, ViralClear. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statements of operations. The Company’s equity interest in ViralClear is 69.08% and the non-controlling stockholders’ interest is 30.92% as of March 31, 2023. This is reflected in the consolidated statements of changes in equity. Warrants The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the warrant agreement. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses : Measurement of Credit Losses on Financial Instruments 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2023 and December 31, 2022 is summarized as follows: March 31, 2023 (000’s) December 31, 2022 (000’s) Computer equipment $ 435 $ 397 Furniture and fixtures 109 109 Manufacturing equipment 372 372 Testing/Demo equipment 311 304 Leasehold improvements 84 84 Total 1,311 1,266 Less accumulated depreciation (681 ) (601 ) Property and equipment, net $ 630 $ 665 Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. Leasehold improvements are depreciated over the related expected lease term. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Depreciation expense was $79,468 and $50,082 for three months ended March 31, 2023 and 2022, respectively. |
RIGHT TO USE ASSETS AND LEASE L
RIGHT TO USE ASSETS AND LEASE LIABILITY | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | NOTE 5 RIGHT TO USE ASSETS AND LEASE LIABILITY As of March 31, 2023 and December 31, 2022, the Company had outstanding two leases with aggregate payments of $29,500 and $28,951 per month, respectively, expiring through July 31, 2025. Right to use assets is summarized below: March 31, 2023 (000’s) December 31, 2022 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (361 ) (290 ) Right to use assets, net $ 634 $ 705 During the three months ended March 31, 2023 and 2022, the Company recorded $92,081 and $107,734 as lease expense to current period operations, respectively. Lease liability is summarized below: March 31, 2023 (000’s) December 31, 2022 (000’s) Total lease liability $ 689 $ 765 Less: short term portion (321 ) (313 ) Long term portion $ 368 $ 452 Maturity analysis under these lease agreements are as follows (000’s): Year ended December 31, 2023 $ 268 Year ended December 31, 2024 370 Year ended December 31, 2025 106 Total 744 Less: Present value discount (55 ) Lease liability $ 689 Lease expense for the three months ended March 31, 2023 and 2022 was comprised of the following: March 31, 2023 (000’s) March 31, 2022 (000’s) Operating lease expense $ 71 $ 85 Short-term lease expense 6 9 Variable lease expense 15 14 Total $ 92 $ 108 |
LEASE RECEIVABLES
LEASE RECEIVABLES | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Lessor, Sales-type Leases [Text Block] | NOTE 6 LEASE RECEIVABLES In 2022, the Company entered into two leases for our PURE EP system at a rate of $4,333 per month each. The term of the leases is for 30 months with an option provided to extend for an addition one year. The leases also have an option to purchase at the end of the lease at the fair market value. The Company determined the leases meet the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. The discount rate utilized was the contract explicit rate of 2% per annum. The present value of the unguaranteed residual assets of $4 are included in net investment in leases in the balance sheet. A reconciliation of lease receivables with customers for the three months ended March 31, 2023 is presented below (none for 2022): Three months ended March 31, 2023: Balance at December 31, 2022 (000 s) Recognized in Revenue (000 s) Invoiced to Customer (000 s) Interest Earned (000 s) Unguaranteed Residual Assets (000 s) Balance at March 31, 2023 (000 s) Contract asset $ 221 $ - $ (30 ) $ - $ 4 $ 195 Less current portion (101 ) - - - - (101 ) Noncurrent portion $ 120 $ - $ (30 ) - $ 4 $ 94 Future cash flows under this lease agreement are as follows (000’s): Year ended December 31, 2023 $ 78 Year ended December 31, 2024 104 Year ended December 31, 2025 13 Present value of unguaranteed residual assets 4 Total 199 Less: Present value discount (4 ) Net investment in leases $ 195 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at March 31, 2023 and December 31, 2022 consist of the following: March 31, 2023 (000 s) December 31, 2022 (000 s) Accrued accounting and legal $ 735 $ 646 Accrued reimbursements and travel 77 33 Accrued consulting 530 546 Accrued research and development expenses 187 625 Accrued product and equipment purchases 33 - Accrued marketing 96 256 Accrued office and other 169 220 Accrued payroll 552 513 Accrued settlement related to arbitration 13 13 $ 2,392 $ 2,852 |
STOCKHOLDER EQUITY
STOCKHOLDER EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | NOTE 8 STOCKHOLDERS EQUITY Preferred stock The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. As of March 31, 2023 and December 31, 2022, the Company has designated 200 shares of Series A preferred stock, 600 shares of Series B preferred stock, 4,200 shares of Series C Preferred Stock, 1,400 shares of Series D Preferred Stock, 1,000 shares of Series E Preferred Stock and 200,000 shares of Series F Preferred Stock. As of March 31, 2023 and December 31, 2022, there were no outstanding shares of Series A, Series B, Series D, Series E and Series F preferred stock. Series C Preferred Stock As of March 31, 2023 and December 31, 2022, the Company had 105 shares of Series C Preferred stock issued and outstanding. In 2022, the conversion price of the Series C Preferred stock was reset from $2.27 per share to $0.25 per share. As such, the Company recorded a noncash deemed dividend of $209,682 during the year ended December 31, 2022. Common stock The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. As of March 31, 2023 and December 31, 2022, the Company had 66,857,687 and 54,610,638 shares issued and outstanding, respectively. During the three months ended March 31, 2023, the Company issued an aggregate of 3,537,500 shares of common stock for services at a fair value of $2,157,866, of which 2,370,000 common shares at a fair value of $1,060,740 was accrued at December 31, 2022. During the three months ended March 31, 2023, the Company issued an aggregate of 88,000 shares of common stock in settlement of 2022 board fees at a fair value of $104,720. During the three months ended March 31, 2023, the Company issued an aggregate of 121,249 shares of common stock for vested restricted stock units. At March 31, 2023, the Company accrued 715,000 shares of common stock for services at a fair value of $565,550 and board fees of $110,000 as stock based compensation. Equity sales: From January through March 2023, the Company entered into multiple Securities Purchase Agreements with certain institutional and accredited investors, pursuant to which the Company sold to the investors an aggregate of 8,500,300 shares of common stock at an average purchase price of $0.85 per share, and warrants to purchase up to an aggregate of 4,250,150 shares of common stock at an average exercise price of $0.80 per share, that will become exercisable six months after the date of issuance and will expire five and one-half Pursuant to certain engagement agreements, dated October 11, 2022 and February 24, 2023 the Company had entered into with Laidlaw & Company (UK) Ltd. (“Laidlaw”), the Company issued to Laidlaw in connection with the 2023 PIPEs, warrants to purchase an aggregate of 400,525 shares of common stock at an average exercise price of $0.7884 per share. The Laidlaw warrants become exercisable six months after the date of issuance and will expire five and one-half |
OPTIONS, RESTRICTED STOCK UNITS
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-Based Payments [Text Block] | NOTE 9 OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS BioSig Technologies, Inc. 2023 Long-Term Incentive Plan On December 27, 2022, the Board of Directors of BioSig Technologies, Inc. approved the 2023 Long-Term Incentive Plan (the “Plan”) and on February 7, 2023 it was approved by the Company’s shareholders. The Plan provides for the issuance of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, other awards, performance goals, and tandem awards which may be granted singly or in combination, or in tandem, to purchase up to 5,265,945 shares of the Company’s common stock to officers, directors, employees and consultants of the Company. Under the terms of the Plan the Company may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of the Company only and nonqualified options. The Board of Directors of the Company or a committee thereof (the “Administrator”) administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan. However, the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder. The fair value of the common stock is determined based on the quoted market price or in absence of such quoted market price, by the Administrator in good faith. Additionally, the vesting period of the grants under the Plan will be determined by the Administrator, in its sole discretion, with an expiration period of not more than ten years. There are 4,052,945 shares remaining available for future issuance of awards under the terms of the Plan as of March 31, 2023. Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options using the based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. During the three months ended March 31, 2023, the Company granted 250,000 options to an officer. The following table presents information related to stock options at March 31, 2023: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 1.00 398,000 8.6 200,000 1.00-1.99 1,119,000 9.1 276,665 2.00-2.99 855,375 8.6 650,623 3.00-3.99 387,466 3.4 387,466 4.00-4.99 1,140,916 4.7 1,055,895 5.00-5.99 156,132 5.9 142,374 6.00-6.99 336,542 4.5 336,542 7.00-7.99 157,720 5.5 154,387 Over 8.00 65,000 4.4 65,000 4,616,151 6.7 3,268,952 A summary of the stock option activity and related information for the Plan for the three months ended March 31, 2023 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,555,484 $ 3.49 6.7 $ 3,000 Grants 250,000 $ 1.25 10.0 $ - Forfeited/expired (189,333 ) $ 5.23 Outstanding at March 31, 2023 4,616,151 $ 3.30 6.7 $ 184,520 Exercisable at March 31, 2023 3,268,952 $ 3.98 6.0 $ 125,750 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the stock price of BioSig Technologies, Inc. of $1.14 as of March 31, 2023, which would have been received by the option holders had those option holders exercised their options as of that date. On February 16, 2023, the Company granted 250,000 options to purchase the Company’s common stock in connection with services rendered at the exercise price of $1.25 per share for a term of ten years and with vesting quarterly over one year. The following assumptions were used in determining the fair value of options during the three months ended March 31, 2023: Risk-free interest rate 4.06 % Dividend yield 0 % Stock price volatility 96.19 % Expected life 5.5 years Weighted average grant date fair value $ 0.96 The fair value of all options vesting during the three months ended March 31, 2023 and 2022 of $257,187 and $649,992, respectively, was charged to current period operations. Unrecognized compensation expense of $1,270,896 at March 31, 2023 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, 2023: Exercise Number Expiration Price Outstanding Date $ 0.4066 250,000 November 2032 $ 0.4100 60,976 May 2028 $ 0.4455 1,130,012 June 2028 $ 0.5136 1,160,372 July 2028 $ 0.7181 957,596 July 2028 $ 0.7502 98,436 July 2028 $ 0.7963 883,206 August 2028 $ 0.9000 217,083 June 2027 $ 1.0099 191,154 August 2028 $ 1.0260 517,030 September 2028 $ 1.0468 842,881 September 2028 $ 1.4000 1,740,130 September 2025 $ 4.8000 250,000 February 2025 to July 2026 $ 6.1600 568,910 November 2027 8,867,786 During the three months ended March 31, 2023, the Company issued warrants to purchase an aggregate of 4,250,150 shares of its common stock to investors and warrants to purchase 400,525 shares of its common stock for engagement services at an average exercise price of $0.7884 per share that are exercisable six months after the date of issuance and will expire five and one-half A summary of the warrant activity for the three months ended March 31, 2023 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,217,111 $ 1.89 4.3 $ 3,960 Issued 4,650,675 $ 0.79 5.4 - Outstanding at March 31, 2023 8,867,786 $ 1.31 4.8 $ - Vested and expected to vest at March 31, 2023 8,867,786 $ 1.31 4.8 $ 2,699,954 Exercisable at March 31, 2023 3,026,123 $ 2.46 3.6 $ 235,450 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the company’s stock price of $1.14 as of March 31, 2023, which would have been received by the option holders had those option holders exercised their options as of that date. Restricted Stock Units The following table summarizes the restricted stock activity for the three months ended March 31, 2023: Restricted shares issued as of January 1, 2023 239,584 Granted 312,500 Vested and issued (121,249 ) Vested restricted shares as of March 31, 2023 - Unvested restricted shares as of March 31, 2023 430,835 On January 29, 2023, in connection with a separation agreement, the Company granted 125,000 restricted stock units vesting at separation date at a fair value of $92,500. On March 27, 2023, the Company granted an aggregate of 187,500 restricted stock units vesting on March 27, 2024 for services at a fair value of $223,125. Stock based compensation expense related to restricted stock grants was $104,704 and $69,754 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the stock-based compensation relating to restricted stock of $318,576 remains unamortized. ViralClear Pharmaceuticals, Inc. 2019 Long-Term Incentive Plan On September 24, 2019, ViralClear’s Board of Directors approved the 2019 Long-Term Incentive Plan (as subsequently amended, the “ViralClear Plan”). The ViralClear Plan was approved by BioSig as ViralClear’s majority stockholder. The ViralClear Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 4,000,000 shares of ViralClear’s common stock to officers, directors, employees and consultants of the ViralClear. Under the terms of the ViralClear Plan, ViralClear may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of ViralClear only and nonqualified options. The Board of Directors of ViralClear or a committee thereof (the “Administrator”) administers the ViralClear Plan and determines the exercise price, vesting and expiration period of the grants under the ViralClear Plan. 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 The following table presents information related to stock options at March 31, 2023: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 1.25 25,000 The fair value of all options vesting during the three months ended March 31, 2023 and 2022 of $0 and $36,520, respectively, was charged to current period operations. Unrecognized compensation expense of $0 at March 31, 2023 will be expensed in future periods. Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at March 31, 2023: 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, 2023: Total restricted shares outstanding at March 31, 2023: 1,078,679 Comprised of: Vested restricted shares as of March 31, 2023 678,679 Unvested restricted shares as of March 31, 2023 400,000 Total 1,078,679 Stock based compensation expense related to restricted stock unit grants of ViralClear was $14,535 and $(356,396) for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the stock-based compensation relating to restricted stock of $43,605 remains unamortized. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | NOTE 10 NON-CONTROLLING INTEREST On November 7, 2018, the Company formed a subsidiary, now known as ViralClear, to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology. As of March 31, 2023 and December 31, 2022, the Company had a majority interest in ViralClear of 69.08%. A reconciliation of the ViralClear Pharmaceuticals, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the three months ended March 31, 2023 (000’s): Net loss $ (161 ) Average Non-controlling interest percentage of profit/losses 31.0 % Net loss attributable to the non-controlling interest $ (50 ) Net loss attributable to the non-controlling interest for the three months ended March 31, 2022 (000’s): Net loss $ (322 ) Average Non-controlling interest percentage of profit/losses 31.6 % Net loss attributable to the non-controlling interest $ (102 ) The following table summarizes the changes in non-controlling interest for the three months ended March 31, 2023 (000’s): Balance, January 1, 2023 $ (21 ) Allocation of equity to non-controlling interest due to equity-based compensation issued 5 Net loss attributable to non-controlling interest (50 ) Balance, March 31, 2023 $ (66 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 COMMITMENTS AND CONTINGENCIES Licensing agreements Master Services Agreement On January 1, 2022, the Company entered into a master services agreement with Access Strategy Partners Incorporated (“ASPI”) whereby ASPI will provide commercial executives assigned with specific customer targets and develop sales and marketing plans that are mutually agreed to between ASPI and the Company and assist in their execution. The agreement expires two years from the effective date, with an addition one year extension option. The Company is obligated to pay ASPI: i) a monthly service fee of $40,000 and ii) 10% commission on all New Account revenue, as defined, on a quarterly basis. At March 31, 2023 and December 31, 2022, accounts payable due under the contract was $55 and $80, respectively. 2017 Know-How License Agreement On March 15, 2017, the Company entered into a know-how license agreement with Mayo Foundation for Medical Education and Research whereby the Company was granted an exclusive license, with the right to sublicense, certain know how and patent applications in the field of signal processing, physiologic recording, electrophysiology recording, electrophysiology software and autonomics to develop, make and offer for sale. The agreement expires in ten years from the effective date. The Company is obligated to pay to Mayo Foundation a 1% or 2% royalty payment on net sales of licensed products, as defined. At March 31, 2023 and December 31, 2022, accounts payable due under the contract was $4. Patent and Know-How License Agreement EP Software Agreement On November 20, 2019, the Company entered into a patent and know-how license agreement (the “EP Software Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”). The EP Software Agreement grants to the Company an exclusive worldwide license, with the right to sublicense, within the field of electrophysiology software and under certain patent rights as described in the EP Software Agreement (the “Patent Rights”), to make, have made, use, offer for sale, sell and import licensed products and a non-exclusive license to the Company to use the research and development information, materials, technical data, unpatented inventions, trade secrets, know-how and supportive information of Mayo to develop, make, have made, use, offer for sale, sell, and import licensed products. The EP Software Agreement will expire upon the later of either (a) the expiration of the Patent Rights or (b) the 10th anniversary of the date of the first commercial sale of a licensed product, unless earlier terminated by Mayo for the Company’s failure to cure a material breach of the EP Software Agreement, the Company’s or a sublicensee’s commencement of any action or proceedings against Mayo or its affiliates other than for an uncured material breach of the EP Software Agreement by Mayo, or insolvency of the Company. In connection with the EP Software Agreement, the Company agreed to make earned royalty payments to Mayo in connection with the Company’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to $625,000 in aggregate. At March 31, 2023 and December 31, 2022, accounts payable due under the contract was $0. Amended and Restated Patent and Know-How License Agreement Tools Agreement On November 20, 2019, the Company entered into an amended and restated patent and know-how license agreement (the “Tools Agreement”) with Mayo. The Tools Agreement contains terms of license grant substantially identical to the EP Software Agreement, although it is for different patent rights and covers the field of electrophysiology systems. In June 2021, patent rights were issued (“Valid Claim”) as defined whereby the Company paid milestone one of $75,000 during the 2021 year. In connection with the Tools Agreement, 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. At March 31, 2023 and December 31, 2022, accounts payable due under the contract was $0. ViralClear Patent and Know-How License Agreement On November 20, 2019, the Company’s majority-owned subsidiary, ViralClear, entered into a patent and know-how license agreement (the “ViralClear Agreement”) with Mayo. The ViralClear Agreement contains terms of license grant substantially identical to the EP Software Agreement and the Tools Agreement, although it is for different patent rights and covers the field of stimulation and electroporation for hypotension/syncope management, renal and non-renal denervation for hypertension treatment, and for use in treatment of arrhythmias in the autonomic nervous system. In connection with the ViralClear Agreement, ViralClear agreed to make earned royalty payments to Mayo in connection with ViralClear’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to $700,000 in aggregate. In June 2021, patent rights were issued (“Valid Claim”) as defined whereby the Company paid milestone one of $75,000 during the 2021 year. At March 31, 2023 and December 31, 2022, accounts payable due under the contract was $0. 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. At March 31, 2023 and December 31, 2022, accounts payable due under the contract was $0. Defined Contribution Plan Effective January 1, 2019, the Company established a qualified defined contribution plan (the “401(k) Plan”) pursuant to Section 401(k) of the Code, whereby all eligible employees may participate. Participants may elect to defer a percentage of their annual pretax compensation to the 401(k) plan, subject to defined limitations. The Company is required to make contributions to the 401(k) Plan equal to 3 percent of each participant’s eligible compensation, subject to limitations under the Code. For the three months ended March 31, 2023 and 2022, the Company charged operations $65,919 and $67,640, respectively, for contributions under the 401(k) Plan. Purchase commitments As of March 31, 2023, the Company had aggregate purchase commitments of approximately $2,546,694 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. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended March 31, 2023 (000's) Three Months Ended March 31, 2022 (000's) Revenues (from external customers) BioSig $ 5 $ 8 ViralClear - - NeuroClear - - $ 5 $ 8 Three Months Ended March 31, 2023 (000's) Three Months Ended March 31, 2022 (000's) Operating Expenses: BioSig $ 7,230 $ 7,749 ViralClear 161 322 NeuroClear - 2 $ 7,391 $ 8,073 Three Months Ended March 31, 2023 (000's) Three Months Ended March 31, 2022 (000's) Loss from Operations BioSig $ (7,225 ) $ (7,741 ) ViralClear (161 ) (322 ) NeuroClear - (2 ) $ (7,386 ) $ (8,065 ) March 31, 2023 (000’s) December 31, 2022 (000’s) Total Assets BioSig $ 5,162 $ 4,051 ViralClear 25 49 NeuroClear 10 10 $ 5,197 $ 4,110 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 RELATED PARTY TRANSACTIONS Accounts payable and accrued expenses include due to related parties comprised primarily director fees and travel reimbursements. Due to related parties as of March 31, 2023 and December 31, 2022 was $0 and $120,000, respectively. During the three months ended March 31, 2023, the Company’s Chief Financial Officer participated in the Company’s 2023 PIPES, acquiring 232,882 shares of the Company’s common stock and 116,441 warrants to acquire the Company’s common stock at an exercise price of $0.7963, expiring August 8, 2028 for an investment of $200,000. During the three months ended March 31, 2023 and 2022, the Company’s former Chief Financial Officer guaranteed issued corporate credit cards for no consideration. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 14 SUBSEQUENT EVENTS Equity Transactions In April and May 2023, the Company issued 10,835 shares of its common stock for vesting restricted stock units and 2,824,346 shares for its common stock for services rendered, valued at $3,542,453, of which $495,550 was recorded as stock-based compensation at March 31, 2023. On May 5, 2023, the Company granted an aggregate of 30,000 options to purchase shares of its common stock to two employees. The options are exercisable at $1.35 per share for ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning May 5, 2024 for two years. Equity sales: On April 18, 2023, The Company entered into a Securities Purchase Agreement with certain accredited and institutional investors, pursuant to which the Company sold to the Investors an aggregate of 792,454 shares of the Company’s common stock at a purchase price of $1.1925 per share, and warrants to purchase up to 396,227 shares of common stock, at an exercise price of $1.13 per share, that will become exercisable six months after the date of issuance and will expire five and one-half Pursuant to certain tail provisions in an engagement agreement, dated October 11, 2022, the Company had entered into with Laidlaw, the Company issued to Laidlaw in connection with the common stock sale, a warrant to purchase 7,862 shares of Common Stock at an exercise price of $1.13 per share (the “Laidlaw Warrant”). The Laidlaw Warrant will become exercisable six months after the date of issuance and will expire five and one-half |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Revenue [Policy Text Block] | Revenue Recognition The Company derives its revenue primarily from the sale and lease of its medical device, the PURE EP™ System, and well as related support and maintenance services and software upgrades in connection with the system. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 842, Leases Revenue from Contracts with Customers The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under ASC 606, the Company determines revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligation in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. Performance obligations are the units of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. If the Company determines that it has not satisfied a performance obligation, it will defer recognition of the revenue until the performance obligation is deemed to be satisfied. Once the PURE EP system is delivered, installed, and accepted by the customer, our performance obligation is recognized. Support, maintenance, and software upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP System and do not have the right to terminate their contracts unless we fail to perform material obligations. The Company may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net (if any) in the Company’s consolidated balance sheet. In 2022, the Company entered two leases for our PURE EP system at a rate of $4,333 per month each. The term of the leases is for 30 months with an option provided to extend for an additional one year. The leases also have an option to purchase at the end of the lease at the fair market value. The Company accounts for the leases in accordance with ASC 842 and ASC 606. The Company determined the leases meet the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. Non-lease components are recognized under ASC 606. The discount rate utilized was the contract explicit rate of 2% per annum. (See Note 6 – Lease Receivables). A reconciliation of contract liabilities with customers for the three months ended March 31, 2023 and 2022, are presented below: Three months ended March 31,2023: Balance at December 31, 2022 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2023 (000’s) Service revenue $ 5 $ - $ (5 ) $ - Three months ended March 31, 2022: Balance at December 31, 2021 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2022 (000’s) Service revenue $ 37 $ - $ (8 ) $ 29 The table below summarizes our deferred revenue as of March 31, 2023 and December 31, 2022: March 31, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 The Company had one customer which accounts for 100% of our revenue in the three months ended March 31, 2023 and 2022. At March 31, 2023, the Company had three customers representing 45.3%, 28.5% and 26.2% of the outstanding accounts receivable. At December 31, 2022, the Company had two customers representing 52.2% and 47.8% of the outstanding accounts receivable. The Company utilized one contract manufacturer for the manufacture and supply of the PURE EP system for the three months ended March 31, 2023 and 2022. |
Cost of Goods and Service [Policy Text Block] | Cost of Revenue Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or the leased under a sales-type lease. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company adjusts accounts receivable down to net realizable value with its allowance methodology. In determining the allowance for doubtful accounts for estimated losses, aged receivables are analyzed periodically by management. Each identified receivable is reviewed based upon historical collection experience, financial condition of the customer and the status of any open or unresolved issues with the customer preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. The allowance for doubtful accounts was $0 at March 31, 2023 and December 31, 2022. The Company believes that its reserve is adequate, however results may differ in future periods. For the three months ended March 31, 2023 and 2022, bad debt expense totaled $0. |
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 March 31, 2023 and December 31, 2022, deposits in excess of FDIC limits were $1.1 million and $0.05 million, respectively. |
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, 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 ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. |
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 specific identification method for serial numbered inventory and first-in, first-out method for all other inventory for valuation. The inventory March 31, 2023 and December 31, 2022 was comprised of the following: March 31, 2023 (000’s) December 31, 2022 (000’s) Finished goods-total $ 1,487 $ 1,477 Finished goods-short term 345 336 Finished goods-long term $ 1,142 $ 1,141 |
Prepaid Expenses Policy [Policy Text Block] | Prepaid Expenses and Vendor Deposits Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments. |
Lessee, Leases [Policy Text Block] | Leases (lessee) The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the Company’s consolidated balance sheet. The Company evaluates and classifies leases as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The Company applies the portfolio approach in applying discount rates to its classes of leases. The operating lease ROU assets include any payments made before the commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not currently have subleases. The Company does not currently have residual value guarantees or restrictive covenants in its leases. |
Lessor, Leases [Policy Text Block] | Leases (lessor) The Company classifies contractual lease arrangements entered as a lessor as a sales-type, direct financing or operating lease as described in ASC 842-Leases. For sales-type leases, the Company derecognizes the leased asset and recognizes the lease investment on the balance sheet. |
Property, 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. |
Other Assets, Policy [Policy Text Block] | Other Assets: Other assets are comprised of the following: March 31, 2023 (000’s) December 31, 2022 (000’s) Vendor deposits $ 200 $ - Security deposits 43 43 Trademarks 1 1 Total other assets $ 244 $ 44 |
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 three months ended March 31, 2023 and 2022. |
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 $1.1 million and $1.6 million for the three months ended March 31, 2023 and 2022, respectively. |
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 March 31, 2023 and 2022 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: March 31, 2023 March 31, 2022 Series C convertible preferred stock 514,984 162,634 Options to purchase common stock 4,616,151 4,869,484 Warrants to purchase common stock 8,867,786 3,432,040 Restricted stock units to acquire common stock 430,835 82,500 Totals 14,429,756 8,546,658 |
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 three months ended March 31, 2023 and 2022, the Company recorded amortization of $4,851 and $4,751 to current period operations, respectively. |
Standard Product Warranty, Policy [Policy Text Block] | Warranty The Company generally warrants its products to be free from material defects and to conform to material specifications for a period of up to two (2) years. Warranty expense is estimated based primarily on historical experience and is reflected in the consolidated financial statements. |
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). |
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. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statements of operations. The Company’s equity interest in ViralClear is 69.08% and the non-controlling stockholders’ interest is 30.92% as of March 31, 2023. This is reflected in the consolidated statements of changes in equity. |
Warrants, Policy [Policy Text Block] | Warrants The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the warrant agreement. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses : Measurement of Credit Losses on Financial Instruments 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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Balance at December 31, 2022 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2023 (000’s) Service revenue $ 5 $ - $ (5 ) $ - Balance at December 31, 2021 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2022 (000’s) Service revenue $ 37 $ - $ (8 ) $ 29 |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | The table below summarizes our deferred revenue as of March 31, 2023 and December 31, 2022: March 31, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 |
Schedule of Inventory, Current [Table Text Block] | The inventory is comprised of finished goods available for sale and are stated at the lower of cost or net realizable value using specific identification method for serial numbered inventory and first-in, first-out method for all other inventory for valuation. The inventory March 31, 2023 and December 31, 2022 was comprised of the following: March 31, 2023 (000’s) December 31, 2022 (000’s) Finished goods-total $ 1,487 $ 1,477 Finished goods-short term 345 336 Finished goods-long term $ 1,142 $ 1,141 |
Schedule of Other Assets [Table Text Block] | Other assets are comprised of the following: March 31, 2023 (000’s) December 31, 2022 (000’s) Vendor deposits $ 200 $ - Security deposits 43 43 Trademarks 1 1 Total other assets $ 244 $ 44 |
Schedule of 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: March 31, 2023 March 31, 2022 Series C convertible preferred stock 514,984 162,634 Options to purchase common stock 4,616,151 4,869,484 Warrants to purchase common stock 8,867,786 3,432,040 Restricted stock units to acquire common stock 430,835 82,500 Totals 14,429,756 8,546,658 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment as of March 31, 2023 and December 31, 2022 is summarized as follows: March 31, 2023 (000’s) December 31, 2022 (000’s) Computer equipment $ 435 $ 397 Furniture and fixtures 109 109 Manufacturing equipment 372 372 Testing/Demo equipment 311 304 Leasehold improvements 84 84 Total 1,311 1,266 Less accumulated depreciation (681 ) (601 ) Property and equipment, net $ 630 $ 665 |
RIGHT TO USE ASSETS AND LEASE_2
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) [Line Items] | |
Right to Use Asset [Table Text Block] | Right to use assets is summarized below: March 31, 2023 (000’s) December 31, 2022 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (361 ) (290 ) Right to use assets, net $ 634 $ 705 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows (000’s): Year ended December 31, 2023 $ 268 Year ended December 31, 2024 370 Year ended December 31, 2025 106 Total 744 Less: Present value discount (55 ) Lease liability $ 689 |
Operating Lease [Member] | |
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) [Line Items] | |
Lease, Cost [Table Text Block] | Lease liability is summarized below: March 31, 2023 (000’s) December 31, 2022 (000’s) Total lease liability $ 689 $ 765 Less: short term portion (321 ) (313 ) Long term portion $ 368 $ 452 |
Finance Lease [Member] | |
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) [Line Items] | |
Lease, Cost [Table Text Block] | Lease expense for the three months ended March 31, 2023 and 2022 was comprised of the following: March 31, 2023 (000’s) March 31, 2022 (000’s) Operating lease expense $ 71 $ 85 Short-term lease expense 6 9 Variable lease expense 15 14 Total $ 92 $ 108 |
LEASE RECEIVABLES (Tables)
LEASE RECEIVABLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Sales-type Lease, Lease Income [Table Text Block] | A reconciliation of lease receivables with customers for the three months ended March 31, 2023 is presented below (none for 2022): Balance at December 31, 2022 (000 s) Recognized in Revenue (000 s) Invoiced to Customer (000 s) Interest Earned (000 s) Unguaranteed Residual Assets (000 s) Balance at March 31, 2023 (000 s) Contract asset $ 221 $ - $ (30 ) $ - $ 4 $ 195 Less current portion (101 ) - - - - (101 ) Noncurrent portion $ 120 $ - $ (30 ) - $ 4 $ 94 |
Sales-Type and Direct Financing Leases, Payment to be Received, Maturity [Table Text Block] | Future cash flows under this lease agreement are as follows (000’s): Year ended December 31, 2023 $ 78 Year ended December 31, 2024 104 Year ended December 31, 2025 13 Present value of unguaranteed residual assets 4 Total 199 Less: Present value discount (4 ) Net investment in leases $ 195 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses at March 31, 2023 and December 31, 2022 consist of the following: March 31, 2023 (000 s) December 31, 2022 (000 s) Accrued accounting and legal $ 735 $ 646 Accrued reimbursements and travel 77 33 Accrued consulting 530 546 Accrued research and development expenses 187 625 Accrued product and equipment purchases 33 - Accrued marketing 96 256 Accrued office and other 169 220 Accrued payroll 552 513 Accrued settlement related to arbitration 13 13 $ 2,392 $ 2,852 |
OPTIONS, RESTRICTED STOCK UNI_2
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table presents information related to stock options at March 31, 2023: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 1.00 398,000 8.6 200,000 1.00-1.99 1,119,000 9.1 276,665 2.00-2.99 855,375 8.6 650,623 3.00-3.99 387,466 3.4 387,466 4.00-4.99 1,140,916 4.7 1,055,895 5.00-5.99 156,132 5.9 142,374 6.00-6.99 336,542 4.5 336,542 7.00-7.99 157,720 5.5 154,387 Over 8.00 65,000 4.4 65,000 4,616,151 6.7 3,268,952 Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 1.25 25,000 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the stock option activity and related information for the Plan for the three months ended March 31, 2023 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,555,484 $ 3.49 6.7 $ 3,000 Grants 250,000 $ 1.25 10.0 $ - Forfeited/expired (189,333 ) $ 5.23 Outstanding at March 31, 2023 4,616,151 $ 3.30 6.7 $ 184,520 Exercisable at March 31, 2023 3,268,952 $ 3.98 6.0 $ 125,750 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used in determining the fair value of options during the three months ended March 31, 2023: Risk-free interest rate 4.06 % Dividend yield 0 % Stock price volatility 96.19 % Expected life 5.5 years Weighted average grant date fair value $ 0.96 |
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 March 31, 2023: Exercise Number Expiration Price Outstanding Date $ 0.4066 250,000 November 2032 $ 0.4100 60,976 May 2028 $ 0.4455 1,130,012 June 2028 $ 0.5136 1,160,372 July 2028 $ 0.7181 957,596 July 2028 $ 0.7502 98,436 July 2028 $ 0.7963 883,206 August 2028 $ 0.9000 217,083 June 2027 $ 1.0099 191,154 August 2028 $ 1.0260 517,030 September 2028 $ 1.0468 842,881 September 2028 $ 1.4000 1,740,130 September 2025 $ 4.8000 250,000 February 2025 to July 2026 $ 6.1600 568,910 November 2027 8,867,786 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the warrant activity for the three months ended March 31, 2023 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,217,111 $ 1.89 4.3 $ 3,960 Issued 4,650,675 $ 0.79 5.4 - Outstanding at March 31, 2023 8,867,786 $ 1.31 4.8 $ - Vested and expected to vest at March 31, 2023 8,867,786 $ 1.31 4.8 $ 2,699,954 Exercisable at March 31, 2023 3,026,123 $ 2.46 3.6 $ 235,450 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes the restricted stock activity for the three months ended March 31, 2023: Restricted shares issued as of January 1, 2023 239,584 Granted 312,500 Vested and issued (121,249 ) Vested restricted shares as of March 31, 2023 - Unvested restricted shares as of March 31, 2023 430,835 Total restricted shares outstanding at March 31, 2023: 1,078,679 Comprised of: Vested restricted shares as of March 31, 2023 678,679 Unvested restricted shares as of March 31, 2023 400,000 Total 1,078,679 |
Schedule of Warrants or Rights, Shares Authorized, Exercise Price Range [Table Text Block] | The following table presents information related to warrants (ViralClear) at March 31, 2023: Exercise Number Expiration Price Outstanding Date $ 5.00 473,772 November 2027 10.00 6,575 May 2025 480,347 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Non-Controlling Interest [Table Text Block] | Net loss $ (161 ) Average Non-controlling interest percentage of profit/losses 31.0 % Net loss attributable to the non-controlling interest $ (50 ) Net loss $ (322 ) Average Non-controlling interest percentage of profit/losses 31.6 % Net loss attributable to the non-controlling interest $ (102 ) |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | Balance, January 1, 2023 $ (21 ) Allocation of equity to non-controlling interest due to equity-based compensation issued 5 Net loss attributable to non-controlling interest (50 ) Balance, March 31, 2023 $ (66 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended March 31, 2023 (000's) Three Months Ended March 31, 2022 (000's) Revenues (from external customers) BioSig $ 5 $ 8 ViralClear - - NeuroClear - - $ 5 $ 8 Three Months Ended March 31, 2023 (000's) Three Months Ended March 31, 2022 (000's) Operating Expenses: BioSig $ 7,230 $ 7,749 ViralClear 161 322 NeuroClear - 2 $ 7,391 $ 8,073 Three Months Ended March 31, 2023 (000's) Three Months Ended March 31, 2022 (000's) Loss from Operations BioSig $ (7,225 ) $ (7,741 ) ViralClear (161 ) (322 ) NeuroClear - (2 ) $ (7,386 ) $ (8,065 ) March 31, 2023 (000’s) December 31, 2022 (000’s) Total Assets BioSig $ 5,162 $ 4,051 ViralClear 25 49 NeuroClear 10 10 $ 5,197 $ 4,110 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Viral Clear [Member] | ||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 69.08% | 69.08% |
GOING CONCERN AND MANAGEMENT'_2
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 1,400 | |
Working Capital (Deficit) | (700) | |
Net Cash Provided by (Used in) Operating Activities | $ (5,648) | $ (5,941) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 12 Months Ended | ||
Jul. 01, 2022 | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Property Subject to or Available for Operating Lease, Number of Units | 2 | |||
Operating Leases, Rent Expense (in Dollars) | $ 4,333 | |||
Lessee, Operating Lease, Term of Contract | 30 months | 30 years | ||
Lessee, Operating Lease, Renewal Term | 1 year | 1 year | ||
Lessor Sales Type Lease Discount Rate | 2% | 2% | ||
Accounts Receivable, Credit Loss Expense (Reversal) (in Dollars) | $ 0 | $ 0 | ||
Cash, Uninsured Amount (in Dollars) | 1,100,000 | $ 50,000 | ||
Research and Development Expense (in Dollars) | 1,062,000 | 1,617,000 | ||
Amortization (in Dollars) | $ 4,851 | $ 4,751 | ||
Viral Clear [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Subsidiary, Ownership Percentage, Parent | 69.08% | |||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 30.92% | |||
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 | |||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Concentration Risk, Percentage | 100% | 100% | ||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Concentration Risk, Percentage | 45.30% | 52.20% | ||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Concentration Risk, Percentage | 28.50% | 47.80% | ||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Concentration Risk, Percentage | 26.20% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - Service [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Balance | $ 5 | $ 37 |
Consideration Received | 0 | 0 |
Recognized in Revenue | (5) | (8) |
Balance | $ 0 | $ 29 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Deferred Revenue, by Arrangement, Disclosure - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Revenue By Arrangement Disclosure Abstract | ||
Deferred revenue-current | $ 0 | $ 5 |
Deferred revenue-noncurrent | 0 | 0 |
Total deferred revenue | $ 0 | $ 5 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Inventory, Current - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Inventory Current Abstract | ||
Finished goods-total | $ 1,487 | $ 1,477 |
Finished goods-short term | 345 | 336 |
Finished goods-long term | $ 1,142 | $ 1,141 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Other Assets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Other Assets Abstract | ||
Vendor deposits | $ 200 | $ 0 |
Security deposits | 43 | 43 |
Trademarks | 1 | 1 |
Total other assets | $ 244 | $ 44 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 14,429,756 | 8,546,658 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 4,616,151 | 4,869,484 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 8,867,786 | 3,432,040 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 430,835 | 82,500 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 514,984 | 162,634 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
PROPERTY AND EQUIPMENT (Details) [Line Items] | ||
Depreciation | $ 79,468 | $ 50,082 |
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 ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,311 | $ 1,266 |
Less accumulated depreciation | (681) | (601) |
Property and equipment, net | 630 | 665 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 435 | 397 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 109 | 109 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 372 | 372 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 311 | 304 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 84 | $ 84 |
RIGHT TO USE ASSETS AND LEASE_3
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) | 3 Months Ended | 12 Months Ended | ||
Jul. 01, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | ||||
Number of Leases | 2 | |||
Operating Lease, Expense | $ 4,333 | $ 92,081 | $ 107,734 | |
Building [Member] | Minimum [Member] | ||||
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) [Line Items] | ||||
Operating Lease, Expense | $ 29,500 | $ 28,951 |
RIGHT TO USE ASSETS AND LEASE_4
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Right to Use Asset - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Right To Use Asset Abstract | ||
Right to use asset | $ 995 | $ 995 |
Less accumulated amortization | (361) | (290) |
Right to use assets, net | $ 634 | $ 705 |
RIGHT TO USE ASSETS AND LEASE_5
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lease, Cost - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Lease, Cost [Abstract] | ||
Lease liability | $ 689 | $ 765 |
Less: short term portion | (321) | (313) |
Long term portion | $ 368 | $ 452 |
RIGHT TO USE ASSETS AND LEASE_6
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Lessee Operating Lease Liability Maturity Abstract | ||
Year ended December 31, 2023 | $ 268 | |
Year ended December 31, 2024 | 370 | |
Year ended December 31, 2025 | 106 | |
Total | 744 | |
Less: Present value discount | (55) | |
Lease liability | $ 689 | $ 765 |
RIGHT TO USE ASSETS AND LEASE_7
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details) - Lease, Cost - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 71 | $ 85 |
Short-term lease expense | 6 | 9 |
Variable lease expense | 15 | 14 |
Lease Cost | $ 92 | $ 108 |
LEASE RECEIVABLES (Details)
LEASE RECEIVABLES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jul. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disclosure Text Block [Abstract] | ||||
Operating Lease, Expense | $ 4,333 | $ 92,081 | $ 107,734 | |
Lessee, Operating Lease, Term of Contract | 30 months | 30 years | ||
Lessee, Operating Lease, Renewal Term | 1 year | 1 year | ||
Lessor Sales Type Lease Discount Rate | 2% | 2% | ||
Sales-type Lease, Unguaranteed Residual Asset | $ 4,000 |
LEASE RECEIVABLES (Details) - S
LEASE RECEIVABLES (Details) - Sales-type Lease, Lease Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
LEASE RECEIVABLES (Details) - Sales-type Lease, Lease Income [Line Items] | ||
Balance | $ 195 | $ 221 |
Recognized in Revenue | 0 | |
Invoiced to Customer | (30) | |
Interest Earned | 0 | |
Unguaranteed Residual Assets | 4 | |
Balance | (195) | (221) |
Other Current Assets [Member] | ||
LEASE RECEIVABLES (Details) - Sales-type Lease, Lease Income [Line Items] | ||
Balance | 101 | 101 |
Recognized in Revenue | 0 | |
Invoiced to Customer | 0 | |
Interest Earned | 0 | |
Unguaranteed Residual Assets | 0 | |
Balance | (101) | (101) |
Other Noncurrent Assets [Member] | ||
LEASE RECEIVABLES (Details) - Sales-type Lease, Lease Income [Line Items] | ||
Balance | 94 | 120 |
Recognized in Revenue | 0 | |
Invoiced to Customer | (30) | |
Interest Earned | 0 | |
Unguaranteed Residual Assets | 4 | |
Balance | $ (94) | $ (120) |
LEASE RECEIVABLES (Details) -_2
LEASE RECEIVABLES (Details) - Sales-type and Direct Financing Leases, Lease Receivable, Maturity - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Sales Type And Direct Financing Leases Lease Receivable Maturity Abstract | ||
Year ended December 31, 2023 | $ 78 | |
Year ended December 31, 2024 | 104 | |
Year ended December 31, 2025 | 13 | |
Present value of unguaranteed residual assets | 4 | |
Total | 199 | |
Less: Present value discount | (4) | |
Net investment in leases | $ 195 | $ 221 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | ||
Accrued accounting and legal | $ 735 | $ 646 |
Accrued reimbursements and travel | 77 | 33 |
Accrued consulting | 530 | 546 |
Accrued research and development expenses | 187 | 625 |
Accrued product purchases | 33 | 0 |
Accrued marketing | 96 | 256 |
Accrued office and other | 169 | 220 |
Accrued payroll | 552 | 513 |
Accrued settlement related to arbitration | 13 | 13 |
$ 2,392 | $ 2,852 |
STOCKHOLDER EQUITY (Details)
STOCKHOLDER EQUITY (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Dec. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 24, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Deemed Preferred Stock Dividend (in Dollars) | $ 209,682 | |||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares, Issued | 66,857,687 | 54,610,638 | ||||
Stock Issued During Period, Shares, Issued for Services | 2,370,000 | |||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 1,097,000 | $ 1,601,000 | $ 1,060,740 | |||
Class of Warrant or Rights, Granted | 4,650,675 | 400,525 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.7884 | $ 0.7884 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 6 months | 6 months | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | 5 years 6 months | 5 years 6 months | |||
Payments of Stock Issuance Costs (in Dollars) | $ 482,000 | |||||
Shares Issued for Services [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 3,537,500 | |||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 2,157,866 | |||||
Shares to be Issued [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 715,000,000,000 | |||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 565,550 | |||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture (in Dollars) | $ 110,000 | |||||
Purchase Agreement [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 8,500,300 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.85 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.8 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 6 months | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years 6 months | |||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 6,748,493 | |||||
Payments of Stock Issuance Costs (in Dollars) | $ 480,946 | |||||
Series A Preferred Stock [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 200 | 200 | ||||
Series B Preferred Stock [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 600 | 600 | ||||
Series C Preferred Stock [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 4,200 | 4,200 | ||||
Preferred Stock, Shares Outstanding | 105 | |||||
Preferred Stock, Redemption Price Per Share (in Dollars per share) | $ 0.25 | $ 2.27 | ||||
Series D Preferred Stock [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,400 | 1,400 | ||||
Series E Preferred Stock [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000 | 1,000 | ||||
Series F Preferred Stock [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | ||||
Phantom Share Units (PSUs) [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Other | 121,249 | |||||
Director [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 88,000 | |||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture (in Dollars) | $ 104,720 | |||||
Investor [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Class of Warrant or Rights, Granted | 4,250,150 | |||||
Investor [Member] | Purchase Agreement [Member] | ||||||
STOCKHOLDER EQUITY (Details) [Line Items] | ||||||
Class of Warrant or Rights, Granted | 4,250,150 |
OPTIONS, RESTRICTED STOCK UNI_3
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Mar. 27, 2023 | Feb. 16, 2023 | Jan. 29, 2023 | Dec. 27, 2022 | Sep. 24, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 24, 2023 | Dec. 31, 2022 | |
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, Award Vesting Period | 6 months | 6 months | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 2,650,071 | 4,052,945 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 250,000 | ||||||||
Share Price (in Dollars per share) | $ 1.14 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | 5 years 6 months | 5 years 6 months | ||||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ 257,187 | $ 649,992 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ 1,270,896 | ||||||||
Class of Warrant or Rights, Granted | 4,650,675 | 400,525 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.7884 | $ 0.7884 | |||||||
Stock Issued During Period, Shares, Issued for Services | 2,370,000 | ||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 1,097,000 | 1,601,000 | $ 1,060,740 | ||||||
Engagement Services [Member] | |||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||
Class of Warrant or Rights, Granted | 400,525 | ||||||||
Officer [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 | 250,000 | 250,000 | |||||||
Share Price (in Dollars per share) | $ 1.25 | ||||||||
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 | vesting quarterly over one year | ||||||||
Investor [Member] | |||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||
Class of Warrant or Rights, Granted | 4,250,150 | ||||||||
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 | 5,265,945 | ||||||||
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 Price (in Dollars per share) | $ 1.14 | ||||||||
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] | Maximum [Member] | 2012 Equity Incentive Plan [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] | Viral Clear [Member] | |||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 0 | ||||||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ 0 | 36,520 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ 104,704 | $ 69,754 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 125,000 | 312,500 | |||||||
Shares Granted, Value, Share-Based Payment Arrangement, before Forfeiture (in Dollars) | $ 92,500 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 187,500 | ||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 223,125 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount (in Dollars) | $ 318,576 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 121,249 | ||||||||
Restricted Stock Units (RSUs) [Member] | Viral Clear [Member] | |||||||||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) [Line Items] | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount (in Dollars) | $ 43,605 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 14,535 | 356,396 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 4,616,151 | 4,555,484 |
Options Outstanding, Weighted Average Remaining Life | 6 years 8 months 12 days | 6 years 8 months 12 days |
Options Exercisable, Number of Options | 3,268,952 | |
Options Under $1.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 1 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 1 | |
Options Outstanding, Number of Options | 398,000 | |
Options Outstanding, Weighted Average Remaining Life | 8 years 7 months 6 days | |
Options Exercisable, Number of Options | 200,000 | |
Options $1.00 to $1.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 1 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 1.99 | |
Options Outstanding, Number of Options | 1,119,000 | |
Options Outstanding, Weighted Average Remaining Life | 9 years 1 month 6 days | |
Options Exercisable, Number of Options | 276,665 | |
Options $2.00 to $2.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 2 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 2.99 | |
Options Outstanding, Number of Options | 855,375 | |
Options Outstanding, Weighted Average Remaining Life | 8 years 7 months 6 days | |
Options Exercisable, Number of Options | 650,623 | |
Options $3.00 to $3.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 3 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 3.99 | |
Options Outstanding, Number of Options | 387,466 | |
Options Outstanding, Weighted Average Remaining Life | 3 years 4 months 24 days | |
Options Exercisable, Number of Options | 387,466 | |
Options $4.00 to $4.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 4 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 4.99 | |
Options Outstanding, Number of Options | 1,140,916 | |
Options Outstanding, Weighted Average Remaining Life | 4 years 8 months 12 days | |
Options Exercisable, Number of Options | 1,055,895 | |
Options $5.00 to $5.99 [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) | $ 5.99 | |
Options Outstanding, Number of Options | 156,132 | |
Options Outstanding, Weighted Average Remaining Life | 5 years 10 months 24 days | |
Options Exercisable, Number of Options | 142,374 | |
Options $6.00 to $6.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 6 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 6.99 | |
Options Outstanding, Number of Options | 336,542 | |
Options Outstanding, Weighted Average Remaining Life | 4 years 6 months | |
Options Exercisable, Number of Options | 336,542 | |
Options $7.00 to $7.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 7 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 7.99 | |
Options Outstanding, Number of Options | 157,720 | |
Options Outstanding, Weighted Average Remaining Life | 5 years 6 months | |
Options Exercisable, Number of Options | 154,387 | |
Options over $8.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price, Lower Range Limit (in Dollars per share) | $ 8 | |
Options Outstanding, Exercise Price, Upper Range Limit (in Dollars per share) | $ 8 | |
Options Outstanding, Number of Options | 65,000 | |
Options Outstanding, Weighted Average Remaining Life | 4 years 4 months 24 days | |
Options Exercisable, Number of Options | 65,000 | |
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 | 25,000 | |
Options Outstanding, Weighted Average Remaining Life | 1 year 3 months | |
Options Exercisable, Number of Options | 25,000 |
OPTIONS, RESTRICTED STOCK UNI_5
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Share Based Compensation Stock Options Activity Abstract | ||
Outstanding, Shares (in Shares) | 4,616,151 | 4,555,484 |
Options Outstanding, Weighted-Average Exercise Price | $ 3.3 | $ 3.49 |
Options Outstanding, Weighted-Average Remaining Contractual Term | 6 years 8 months 12 days | 6 years 8 months 12 days |
Options Outstanding, Aggregate Intrinsic Value | $ 184,520 | $ 3,000 |
Options Exercisable, Shares (in Shares) | 3,268,952 | |
Options Exercisable, Weighted-Average Exercise Price | $ 3.98 | |
Options Exercisable, Weighted-Average Remaining Contractual Term | 6 years | |
Options Exercisable, Aggregate Intrinsic Value (in Dollars) | $ 125,750 | |
Options Granted, Shares (in Shares) | 250,000 | |
Options Granted, Weighted-Average Exercise Price | $ 1.25 | |
Options Granted, Weighted-Average Remaining Contractual Term | 10 years | |
Options Canceled, Shares (in Shares) | (189,333) | |
Options Canceled, Weighted-Average Exercise Price | $ 5.23 |
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] | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Minimum [Member] | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Risk-free interest rate | 4.06% |
Dividend yield | 0% |
Stock price volatility | 96.19% |
Expected life | 5 years 6 months |
Weighted average grant date fair value (in Dollars per share) | $ 0.96 |
Maximum [Member] | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |
Risk-free interest rate | 4.06% |
Dividend yield | 0% |
Stock price volatility | 96.19% |
Expected life | 5 years 6 months |
Weighted average grant date fair value (in Dollars per share) | $ 0.96 |
OPTIONS, RESTRICTED STOCK UNI_7
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Feb. 24, 2023 | Dec. 31, 2022 | |
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) | $ 0.7884 | $ 0.7884 | |
Number of Warrants Outstanding | 8,867,786 | 4,217,111 | |
Warrants at $0.4066 [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) | $ 0.4066 | ||
Number of Warrants Outstanding | 250,000 | ||
Expiration Date, Warrants | November 2032 | ||
Warrants at $0.41 [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) | $ 0.41 | ||
Number of Warrants Outstanding | 60,976 | ||
Expiration Date, Warrants | May 2028 | ||
Warrants at $0.4455 [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) | $ 0.4455 | ||
Number of Warrants Outstanding | 1,130,012 | ||
Expiration Date, Warrants | June 2028 | ||
Warrants at $0.5136 [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) | $ 0.5136 | ||
Number of Warrants Outstanding | 1,160,372 | ||
Expiration Date, Warrants | July 2028 | ||
Warrants at $0.7181 [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) | $ 0.7181 | ||
Number of Warrants Outstanding | 957,596 | ||
Expiration Date, Warrants | July 2028 | ||
Warrants at $0.7502 [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) | $ 0.7502 | ||
Number of Warrants Outstanding | 98,436 | ||
Expiration Date, Warrants | July 2028 | ||
Warrants at $07963 [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) | $ 0.7963 | ||
Number of Warrants Outstanding | 883,206 | ||
Expiration Date, Warrants | August 2028 | ||
Warrants at $0.90 [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) | $ 0.9 | ||
Number of Warrants Outstanding | 217,083 | ||
Expiration Date, Warrants | June 2027 | ||
Warrants at $1.0099 [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) | $ 1.0099 | ||
Number of Warrants Outstanding | 191,154 | ||
Expiration Date, Warrants | August 2028 | ||
Warrants at $1.0260 [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) | $ 1.026 | ||
Number of Warrants Outstanding | 517,030 | ||
Expiration Date, Warrants | September 2028 | ||
Warrants at $1.0468 [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) | $ 1.0468 | ||
Number of Warrants Outstanding | 842,881 | ||
Expiration Date, Warrants | September 2028 | ||
Warrants at $1.40 [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) | $ 1.4 | ||
Number of Warrants Outstanding | 1,740,130 | ||
Expiration Date, Warrants | September 2025 | ||
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) | $ 4.8 | ||
Number of Warrants Outstanding | 250,000 | ||
Expiration Date, Warrants | February 2025 to July 2026 | ||
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 | ||
Number of Warrants Outstanding | 568,910 | ||
Expiration Date, Warrants | November 2027 |
OPTIONS, RESTRICTED STOCK UNI_8
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - USD ($) | 3 Months Ended | 5 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | Feb. 24, 2023 | |
Schedule Of Stockholders Equity Note Warrants Or Rights Abstract | |||
Warrants Outstanding, Shares | 4,217,111 | 8,867,786 | |
Warrants Outstanding, Weighted-Average Exercise Price | $ 1.89 | $ 1.31 | |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | 4 years 3 months 18 days | 4 years 9 months 18 days | |
Warrants Outstanding, Aggregate Intrinsic Value | $ 3,960 | ||
Warrants Vested and expected to vest, Shares | 8,867,786 | ||
Warrants Vested and expected to vest, Weighted-Average Exercise Price | $ 1.31 | ||
Warrants Vested and expected to vest, Weighted-Average Remaining Contractual Term | 4 years 9 months 18 days | ||
Warrants Vested and expected to vest, Aggregate Intrinsic Value | $ 2,699,954 | ||
Warrants Exercisable, Shares | 3,026,123 | ||
Warrants Exercisable, Weighted-Average Exercise Price | $ 2.46 | ||
Warrants Exercisable, Weighted-Average Remaining Contractual Term | 3 years 7 months 6 days | ||
Warrants Exercisable, Aggregate Intrinsic Value | $ 235,450 | ||
Warrants Granted, Shares | 4,650,675 | 400,525 | |
Warrants Granted, Weighted-Average Exercise Price | $ 0.79 | ||
Warrants Granted, Weighted-Average Remaining Contractual Term | 5 years 4 months 24 days |
OPTIONS, RESTRICTED STOCK UNI_9
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity - Restricted Stock Units (RSUs) [Member] - shares | 3 Months Ended | ||
Jan. 29, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity [Line Items] | |||
Restricted shares | 239,584 | ||
Granted | 125,000 | 312,500 | |
Vested and issued | (121,249) | ||
Vested restricted shares | 0 | ||
Unvested restricted shares | 430,835 | ||
Restricted shares | 1,078,679 | ||
Viral Clear [Member] | |||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Nonvested Restricted Stock Shares Activity [Line Items] | |||
Restricted shares | |||
Vested and issued | (14,535) | (356,396) | |
Vested restricted shares | 678,679 | ||
Unvested restricted shares | 400,000 | ||
Restricted shares | 1,078,679 |
OPTIONS, RESTRICTED STOCK UN_10
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, Exercise Price Range - Viral Clear [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
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) | Mar. 31, 2023 | Dec. 31, 2022 |
Viral Clear [Member] | ||
NON-CONTROLLING INTEREST (Details) [Line Items] | ||
Equity Method Investment, Ownership Percentage | 69.08% | 69.08% |
NON-CONTROLLING INTEREST (Det_2
NON-CONTROLLING INTEREST (Details) - Schedule of Non-Controlling Interest - Viral Clear [Member] - Viral Clear [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
NON-CONTROLLING INTEREST (Details) - Schedule of Non-Controlling Interest [Line Items] | ||
Net loss | $ (161) | $ (322) |
Average Non-controlling interest percentage of profit/losses | 31% | 31.60% |
Net loss attributable to the non-controlling interest | $ (50) | $ (102) |
NON-CONTROLLING INTEREST (Det_3
NON-CONTROLLING INTEREST (Details) - Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net Abstract | ||
Balance | $ (21) | |
Allocation of equity to non-controlling interest due to equity-based compensation issued | 5 | |
Net loss attributable to non-controlling interest | (50) | $ (102) |
Balance | $ (66) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jan. 01, 2022 | Nov. 20, 2019 | Mar. 15, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Defined Contribution Plan, Cost | $ 65,919 | $ 67,640 | |||||
Long-Term Purchase Commitment, Amount | 2,546,694 | ||||||
Master Services Agreement [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Monthly Service Fee | $ 40,000 | ||||||
Commission Rate | 10% | ||||||
Accounts Payable, Other | 55 | $ 80 | |||||
2017 Know-How License Agreement [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Accounts Payable, Other | 4 | 4 | |||||
Agreement Term | 10 years | ||||||
2017 Know-How License Agreement [Member] | Minimum [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Royalty Percentage of Net Sales | 1% | ||||||
2017 Know-How License Agreement [Member] | Maximum [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Royalty Percentage of Net Sales | 2% | ||||||
EP Software Agreement [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Accounts Payable, Other | 0 | 0 | |||||
Royalty Guarantees, Commitments, Amount | $ 625,000 | ||||||
Tools Agreement [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Accounts Payable, Other | 0 | 0 | |||||
Royalty Guarantees, Commitments, Amount | 550,000 | ||||||
Payments for Royalties | $ 75,000 | ||||||
Other Commitment | 100,000 | ||||||
ViralClear Patent Agreement [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Accounts Payable, Other | 0 | 0 | |||||
Royalty Guarantees, Commitments, Amount | $ 700,000 | ||||||
Payments for Royalties | $ 75,000 | ||||||
Trek Therapeutics [Member] | |||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||
Accounts Payable, Other | $ 0 | $ 0 | |||||
Royalty Percentage of Net Sales | 10% |
SEGMENT REPORTING (Details) - S
SEGMENT REPORTING (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Revenues (from external customers) | $ 5 | $ 8 | |
Operating Expenses | 7,391 | 8,073 | |
Income (loss) from operations | (7,386) | (8,065) | |
Total Assets | 5,197 | 4,110 | $ 4,110 |
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues (from external customers) | 5 | 8 | |
Operating Expenses | 7,230 | 7,749 | |
Income (loss) from operations | (7,225) | (7,741) | |
Total Assets | 5,162 | 4,051 | |
Viral Clear [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues (from external customers) | 0 | 0 | |
Operating Expenses | 161 | 322 | |
Income (loss) from operations | (161) | (322) | |
Total Assets | 25 | 49 | |
NeuroClear Technologies, Inc ("NeuroClear") [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues (from external customers) | 0 | 0 | |
Operating Expenses | 0 | 2 | |
Income (loss) from operations | 0 | (2) | |
Total Assets | $ 10 | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 5 Months Ended | |
Mar. 31, 2023 | Feb. 24, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Other Liabilities, Current | $ 0 | $ 120,000 | |
Class of Warrant or Rights, Granted (in Shares) | 4,650,675 | 400,525 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.7884 | $ 0.7884 | |
Chief Financial Officer [Member] | |||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Stock Issued During Period, Shares, New Issues (in Shares) | 232,882 | ||
Class of Warrant or Rights, Granted (in Shares) | 116,441 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.7963 | ||
Stock Issued During Period, Value, New Issues | $ 200,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | 2 Months Ended | ||
May 05, 2023 $ / shares shares | Apr. 18, 2023 USD ($) $ / shares shares | May 31, 2023 USD ($) shares | |
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 2,824,346 | ||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 3,542,453 | ||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 495,550 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 30,000 | ||
Number of Employees | 2 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 1.35 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | 5 years 6 months | |
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 May 5, 2024 for two years | ||
Class of Warrant or Rights, Granted | 7,862 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 1.13 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 6 months | ||
Purchase Agreement [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years 6 months | ||
Stock Issued During Period, Shares, New Issues | 792,454 | ||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 1.1925 | ||
Class of Warrant or Rights, Granted | 396,227 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 1.13 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 6 months | ||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 945,001 | ||
Restricted Stock [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 10,835 |