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 (the “Board”) 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 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 771,099 shares remaining available for future issuance of awards under the terms of the Plan as of June 30, 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 six months ended June 30, 2023, the Company granted an aggregate of 1,217,500 options to employees. The following table presents information related to stock options at June 30, 2023: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 1.00 363,000 8.9 268,332 1.00-1.99 2,069,500 9.4 469,825 2.00-2.99 855,375 8.4 679,872 3.00-3.99 367,466 3.3 367,466 4.00-4.99 975,916 5.2 923,184 5.00-5.99 144,132 6.1 134,956 6.00-6.99 336,542 4.2 336,542 7.00-7.99 157,720 5.2 156,054 Over 8.00 40,000 6.9 40,000 5,309,651 7.4 3,376,231 A summary of the stock option activity and related information for the Plan for the six months ended June 30, 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 1,217,500 $ 1.34 10.0 $ - Forfeited/expired (463,333 ) $ 4.60 Outstanding at June 30, 2023 5,309,651 $ 2.90 7.4 $ 244,770 Exercisable at June 30, 2023 3,376,231 $ 3.70 6.4 $ 184,934 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 of $1.25 as of June 30, 2023, which would have been received by the option holders had those option holders exercised their options as of that date. During the six months ended June 30, 2023, the Company granted an aggregate of 1,217,500 options to purchase the Company’s common stock at a weighted average exercise price of $1.34 per share for a term of ten years, with vesting from one to three years from the date of grant. The following assumptions were used in determining the fair value of options during the six months ended June 30, 2023: Risk-free interest rate 3.32% to 4.06 % Dividend yield 0 % Stock price volatility 94.44% to 97.17 % Expected life 5.5 to 6.0 years Weighted average grant date fair value $ 1.03 The fair value of all options vesting during the three and six months ended June 30, 2023 of $386,336 and $639,523 and $356,394 and $1,006,386 for the three and six months ended June 30, 2022, respectively, was charged to current period operations. Unrecognized compensation expense of $1,883,443 at June 30, 2023 which the Company expects to recognize over a weighted average period of 0.70 years. Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig at June 30, 2023: Exercise Number Expiration Price Outstanding Date $ 0.4066 250,000 November 2032 $ 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 $ 1.1300 404,089 October 2028 $ 1.3280 961,924 November 2028 $ 1.4000 1,740,130 September 2025 $ 4.8000 250,000 February 2025 to July 2026 $ 6.1600 568,910 November 2027 10,172,823 During the six months ended June 30, 2023, the Company issued warrants to purchase an aggregate of 5,545,603 shares of its common stock to investors and warrants to purchase 471,085 shares of its common stock for engagement services at an average exercise price of $0.8976 per share that are exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. During the six months ended June 30, 2023, the Company issued 43,601 shares of its common stock upon cashless exercise of warrants to purchase an aggregate of 60,976 shares of common stock, pursuant to the formula set forth in such warrants. A summary of the warrant activity for the six months ended June 30, 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 6,016,688 $ 0.90 5.2 - Exercised (60,976 ) $ 0.41 - - Outstanding at June 30, 2023 10,172,823 $ 1.31 4.6 $ - Vested and expected to vest at June 30, 2023 10,172,823 $ 1.31 4.6 $ 3,391,187 Exercisable at June 30, 2023 4,156,135 $ 1.91 3.8 $ 1,195,924 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 $1.25 as of June 30, 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 six months ended June 30, 2023: Restricted shares issued as of January 1, 2023 239,584 Granted 572,500 Vested and issued (232,084 ) Vested restricted shares as of June 30, 2023 - Unvested restricted shares as of June 30, 2023 580,000 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. On June 26, 2023, the Company granted an aggregate of 260,000 restricted stock units vesting quarterly over one year for services at a fair value of $301,600. Stock based compensation expense related to restricted stock grants was $101,822 and $206,526 for the three and six months ended June 30, 2023 and $71,187 and $141,541 for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, the stock-based compensation relating to restricted stock of $518,354 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 June 30, 2023: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 1.00 25,000 The fair value of all options vesting during the three and six months ended June 30, 2023 of $0; and $0 and $36,520 for the three and six months ended June 30, 2022, respectively, was charged to current period operations. Unrecognized compensation expense of $0 at June 30, 2023 will be expensed in future periods. Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at June 30, 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 six months ended June 30, 2023: Total restricted shares outstanding at June 30, 2023: 1,078,679 Comprised of: Vested restricted shares as of June 30, 2023 678,679 Unvested restricted shares as of June 30, 2023 400,000 Total 1,078,679 Stock based compensation expense related to restricted stock unit grants of ViralClear was $14,535 and $29,070 for the three and six months ended June 30, 2023 and $(744,767) and $(1,101,163) for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, the stock-based compensation relating to restricted stock of $29,070 remains unamortized. BioSig AI Sciences, Inc. Warrants (BioSig AI) The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at June 30, 2023: Exercise Number Expiration Price Outstanding Date $ 1.00 90,000 June 2028 On June 30, 2023, the BioSig AI issued warrants to purchase an aggregate of 90,000 shares of its common stock for investment banking services at an exercise price of $1.00 per share that are exercisable immediately and will expire five years following the date of issuance. A summary of the warrant activity for the six months ended June 30, 2023 is as follows: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Outstanding at December 31, 2022 - - - Issued 90,000 $ 1.00 5.0 Outstanding at June 30, 2023 90,000 $ 1.00 5.0 Vested and expected to vest at June 30, 2023 90,000 $ 1.00 5.0 Exercisable at June 30, 2023 90,000 $ 1.00 5.0 |