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. |