OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | NOTE 10 OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS BioSig Technologies, Inc. 2012 Equity Incentive Plan On October 19, 2012, the Board of Directors of BioSig Technologies, Inc. approved the 2012 Equity Incentive Plan (the “Plan”) and terminated the Long-Term Incentive Plan (the “2011 Plan”). The Plan (as amended) provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 1,447,445 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 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 2023 Long-Term Incentive Plan On December 27, 2022, the Board of Directors of BioSig Technologies, Inc. approved the 2023 Long-Term Incentive Plan (the “2023 Plan”). The 2023 Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 876,595 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 Additionally, the vesting period of the grants under the Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than ten years . At December 31, 2023, there were 216,718 shares available under the 2023 Long-Term Incentive Plan. Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options using the based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. During the years ended December 31, 2023 and 2022, the Company granted an aggregate of 195,710 142,800 The following table presents information related to stock options at December 31, 2023: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 9.99 108,110 9.2 41,172 10.00 19.99 215,150 7.1 78,995 20.00 29.99 85,538 7.9 73,833 30.00 39.99 36,748 2.8 36,748 40.00 49.99 90,092 4.2 88,168 50.00 59.99 14,414 5.6 14,414 60.00 69.99 33,405 3.7 33,405 70.00 79.99 15,772 4.7 15,772 Over 79.99 4,000 6.4 4,000 603,229 6.7 386,507 A summary of the stock option activity and related information for the Plan for the two years ended December 31, 2023 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2022 456,852 $ 45.70 6.9 $ - Grants 142,800 $ 11.20 10.0 - Forfeited/expired (144,100 ) $ 45.40 Outstanding at December 31, 2022 455,552 $ 45.70 6.9 $ - Grants 195,710 $ 10.00 10.0 $ - Forfeited/expired (48,033 ) $ 44.69 - Outstanding at December 31, 2023 603,229 $ 25.67 6.7 $ 37,671 Exercisable at December 31, 2023 386,507 $ 33.53 5.9 $ 35,425 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 $ 4.75 During the year ended December 31, 2022, the Company granted an aggregate of 142,800 4.00 17.20 ten years During the year ended December 31, 2023, the Company granted an aggregate of 195,710 2.60 13.60 ten years The following assumptions were used in determining the fair value of options during the years ended December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF OPTIONS 2023 2022 Risk-free interest rate 3.32 4.54 % 1.17 4.06 % Dividend yield 0 % 0 % Stock price volatility 94.44 102.70 % 83.83 99.29 % Expected life 5 6 5 10 Weighted average grant date fair value $ 7.72 $ 8.00 On March 16, 2022, in connection with the termination of a Company executive, the Company extended the life of 10,000 15,181 The following assumptions were used in determining the change in fair value of the modified options at March 16, 2022: Risk-free interest rate 0.44 1.95 % Dividend yield 0 % Stock price volatility 83.86 % Expected life 0.25 2 The fair value of all options vesting during the year ended December 31, 2023 and 2022 of $ 1,445,915 1,829,233 997,894 0.52 Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at December 31, 2023: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 3.573 1,399,386 May 2025-November 2028 $ 4.066 25,000 November 2032 $ 4.455 113,005 June 2028 $ 4.466 48,980 November 2028 $ 4.6626 64,982 April 2029 $ 4.9252 56,307 March 2029 $ 4.929 76,997 March 2029 $ 5.1358 116,045 July 2028 $ 7.181 95,761 July 2028 $ 7.502 9,846 July 2028 $ 7.963 88,324 August 2028 $ 9.000 21,709 June 2027 $ 9.596 84,390 January 2029 $ 10.0992 19,118 August 2028 $ 10.26 51,705 September 2028 $ 10.4678 84,296 September 2028 $ 11.30 40,417 October 2028 $ 13.28 96,198 November 2028 $ 14.00 174,013 September 2025 $ 48.00 25,000 February 2025 to July 2026 $ 61.60 56,892 November 2027 2,748,371 During the year ended December 31, 2022, the Company issued warrants to purchase an aggregate of 369,393 32,727 10.90 On November 18, 2022, the Company issued warrants to purchase 25,000 4.066 ten years 90,865 96.26 10 3.82 During the year ended December 31, 2023, the Company issued warrants to purchase an aggregate of 2,206,367 126,385 5.31 During the year ended December 31, 2023, the Company issued 4,361 6,098 A summary of the warrant activity for the two years ended December 31, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2022 81,897 $ 57.40 5.3 $ - Issued 427,120 $ 10.50 4.0 - Expired (87,300 ) $ 2.50 Outstanding at December 31, 2022 421,717 $ 18.90 4.3 $ 3,960 Issued 2,332,752 $ 5.31 3.8 Exercised (6,098 ) $ 4.10 - - Outstanding at December 31, 2023 2,748,371 $ 7.40 3.7 $ - Vested and expected to vest at December 31, 2023 2,748,371 $ 7.40 3.7 $ 1,717,104 Exercisable at December 31, 2023 2,465,695 $ 7.53 3.6 $ 1,711,424 The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the company’s stock price of $ 4.75 The fair value of warrants issued for services during the year ended December 31, 2023 and 2022 of $ 0 90,865 0 Restricted Stock Units The following table summarizes the restricted stock activity for the two years ended December 31, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares issued as of January 1, 2022 14,128 Granted 38,750 Vested and issued (25,917 ) Forfeited (3,000 ) Restricted shares issued as of December 31, 2022 23,961 Granted 177,250 Vested and issued (37,961 ) Forfeited - Vested restricted shares as of December 31, 2023 - Unvested restricted shares as of December 31, 2023 163,250 In 2022, the Company granted an aggregate of 38,750 37,750 1,250 On January 29, 2023, in connection with a separation agreement, the Company granted 12,500 92,500 On March 27, 2023, the Company granted an aggregate of 18,750 223,125 On June 26, 2023, the Company granted an aggregate of 26,000 vesting quarterly over one year 301,600 On August 15, 2023, the Company granted an aggregate of 30,000 5,000 vesting quarterly over one year, and 25,000 vesting on the one-year anniversary 190,920 On December 28, 2023, the Company granted an aggregate of 90,000 426,780 Stock based compensation expense related to restricted stock grants was $ 601,272 358,931 741,308 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 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 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 2,650,071 ViralClear Options A summary of the stock option activity and related information for the ViralClear Plan for the two years ended December 31, 2023 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Outstanding at January 1, 2021 125,000 $ 5.00 7.2 Forfeited/expired (100,000 ) $ 5.00 Outstanding at December 31, 2022 25,000 $ 5.00 1.5 Forfeited/expired - Outstanding at December 31, 2023 25,000 $ 5.00 0.5 Exercisable at December 31, 2023 25,000 $ 5.00 0.5 The following table presents information related to stock options at December 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 0.5 25,000 The fair value of the stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities with the market value of stock price based on recent sales. The Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at December 31, 2023: SCHEDULE OF INFORMATION RELATED TO WARRANTS Exercise Number Expiration Price Outstanding Date $ 5.00 473,772 November 2027 10.00 6,575 May 2025 480,347 Restricted stock units (ViralClear) The following table summarizes the restricted stock activity for the two years ended December 31, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares outstanding at January 1, 2022: 1,318,679 Forfeited (240,000 ) Restricted shares outstanding at December 31, 2022 1,078,679 Forfeited - Total restricted shares outstanding at December 31, 2023: 1,078,679 Comprised of: Vested restricted shares as of December 31, 2022 678,679 Unvested restricted shares as of December 31, 2022 400,000 Total 1,078,679 Stock based compensation expense related to restricted stock unit grants of ViralClear was $( 1,941,861 1,072,094 0 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 December 31, 2023: SCHEDULE OF INFORMATION RELATED TO WARRANTS Exercise Number Expiration Price Outstanding Date $ 1.00 130,500 June-July 2028 In June and July 2023, the BioSig AI issued warrants to purchase an aggregate of 130,500 1.00 five years A summary of the warrant activity for the year ended December 31, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Outstanding at December 31, 2022 - - - Issued 130,500 $ 1.00 5.0 Outstanding at December 31, 2023 130,500 $ 1.00 5.0 Vested and expected to vest at December 31, 2023 130,500 $ 1.00 4.5 Exercisable at December 31, 2023 130,500 $ 1.00 4.5 |