Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | BioSig Technologies, Inc. |
Entity Central Index Key | 0001530766 |
Entity Tax Identification Number | 26-4333375 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 12424 Wilshire Blvd., |
Entity Address, Address Line Two | Suite 745 |
Entity Address, City or Town | Los Angeles, |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90025 |
City Area Code | (203) |
Local Phone Number | 409-5444 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 12424 Wilshire Blvd., |
Entity Address, Address Line Two | Suite 745 |
Entity Address, City or Town | Los Angeles, |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90025 |
City Area Code | (203) |
Local Phone Number | 409-5444 |
Contact Personnel Name | Anthony Amato |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash | $ 416 | $ 190 | $ 357 |
Accounts receivable | 14 | 24 | 9 |
Employee advance | 5 | ||
Inventory, short term | 336 | ||
Net investment in leases, short term | 90 | 103 | 101 |
Prepaid expenses and vendor deposits | 220 | 206 | 325 |
Total current assets | 740 | 528 | 1,128 |
Property and equipment, net | 182 | 509 | 665 |
Right-to-use assets, net | 335 | 412 | 705 |
Other assets: | |||
Inventory, long term | 1,141 | ||
Net investment in leases, long term | 4 | 17 | 120 |
Patents, net | 284 | 288 | 307 |
Other assets | 44 | 44 | 44 |
Total assets | 1,589 | 1,798 | 4,110 |
Current liabilities: | |||
Accounts payable and accrued expenses, including $30 and $120 to related parties as of December 31, 2023 and 2022, respectively | 4,821 | 4,116 | 2,852 |
Customer deposits | 16 | ||
Deferred revenue, short term | 5 | ||
Dividends payable | 103 | 101 | 91 |
Lease liability, short term | 308 | 349 | 313 |
Total current liabilities | 5,232 | 4,582 | 3,261 |
Long term liabilities: | |||
Lease liability, long term | 60 | 103 | 452 |
Total long-term liabilities | 560 | 103 | 452 |
Total liabilities | 5,792 | 4,685 | 3,713 |
Commitments and contingencies (Note 12) | |||
Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, 105 shares issued and outstanding; liquidation preference of $105 as of December 31, 2023 and 2022 | 105 | 105 | 105 |
Equity (Deficit): | |||
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B, 4,200 shares of Series C, 1,400 shares of Series D, 1,000 shares of Series E, 200,000 shares of Series F Preferred Stock. 105 shares of Series C outstanding as of December 31, 2023 and 2022 (see above) | |||
Common stock, $0.001 par value, authorized 200,000,000 shares, 9,040,043 and 5,505,068 issued and outstanding as of December 31, 2023 and 2022, respectively | 11 | 9 | 5 |
Additional paid in capital | 244,085 | 241,988 | 216,282 |
Accumulated deficit | (248,417) | (245,015) | (215,974) |
Total stockholders’ equity (deficit) attributable to BioSig Technologies, Inc. | (4,321) | (3,018) | 313 |
Non-controlling interest | 13 | 26 | (21) |
Total equity (deficit) | (4,308) | (2,992) | 292 |
Total liabilities and equity (deficit) | 1,589 | 1,798 | $ 4,110 |
Related Party [Member] | |||
Long term liabilities: | |||
Note payable-related party, long term | $ 500 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common Stock, Shares, Outstanding | 11,165,007 | 9,040,043 | 5,505,068 |
Series C 9% Convertible Preferred Stock [Member] | |||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Temporary Equity, Par Value | $ 1,000 | $ 1,000 | |
Temporary Equity, Shares Authorized | 4,200 | 4,200 | |
Temporary Equity, Shares Outstanding | 105 | 105 | |
Temporary Equity, Liquidation Preference | $ 105,000 | $ 105 | |
Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 200 | 200 | 200 |
Series B Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 600 | 600 | 600 |
Series C Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 4,200 | 4,200 | 4,200 |
Preferred Stock, Shares Outstanding | 105 | 105 | |
Series D Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 1,400 | 1,400 | 1,400 |
Series E Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 1,000 | 1,000 | 1,000 |
Series F Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 |
Related Party [Member] | |||
Accounts Payable, Other, Current | $ 20,000 | $ 30,000 | $ 120,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||||
Total revenue | $ 14 | $ 5 | $ 18 | $ 286 |
Cost of revenue | 57 | |||
Gross profit | 18 | 229 | ||
Operating expenses: | ||||
Research and development | 238 | 1,062 | 5,092 | 5,821 |
General and administrative | 2,882 | 6,245 | 23,077 | 21,380 |
Impairment of long term assets | 253 | |||
Depreciation and amortization | 78 | 84 | 361 | 293 |
Total operating expenses | 3,451 | 7,391 | 28,530 | 27,494 |
Loss from operations | (3,437) | (7,386) | (28,512) | (27,265) |
Other income (expense): | ||||
Interest income, net | (3) | 4 | 9 | 3 |
Other income (expense), net: | 25 | (187) | ||
Loss before income taxes | (3,415) | (7,382) | (28,690) | (27,262) |
Income taxes (benefit) | ||||
Net loss | (3,415) | (7,382) | (28,690) | (27,262) |
Non-controlling interest | 13 | 50 | (351) | 210 |
Net loss attributable to BioSig Technologies, Inc. | (3,402) | (7,332) | (29,041) | (27,052) |
Preferred stock dividend | (2) | (2) | (9) | (9) |
Preferred stock deemed dividend | (133) | (210) | ||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (3,537) | $ (7,334) | $ (29,050) | $ (27,271) |
Net loss per common share, basic | $ (0.36) | $ (1.19) | $ (3.95) | $ (6.33) |
Net loss per common share, diluted | $ (0.36) | $ (1.19) | $ (3.95) | $ (6.33) |
Weighted average number of common shares outstanding, basic | 9,856,261 | 6,186,666 | 7,351,794 | 4,307,244 |
Weighted average number of common shares outstanding, diluted | 9,856,261 | 6,186,666 | 7,351,794 | 4,307,244 |
Product [Member] | ||||
Revenue: | ||||
Total revenue | $ 254 | |||
Service [Member] | ||||
Revenue: | ||||
Total revenue | $ 18 | $ 32 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | ||
Balance at Dec. 31, 2021 | $ 4,000 | $ 201,159,000 | $ (188,922,000) | $ 219,000 | $ 12,460,000 | ||
Balance, shares at Dec. 31, 2021 | 3,600,701 | ||||||
Common stock issued for services | [1] | 2,109,000 | 2,109,000 | ||||
Common stock issued for services, shares | 193,000 | ||||||
Sale of common stock and warrants | $ 1,000 | 8,282,000 | 8,283,000 | ||||
Sale of common stock and warrants, shares | 1,265,795 | ||||||
Stock based compensation, shares | 25,917 | ||||||
Accretion of deemed preferred stock dividend | 210,000 | 210,000 | |||||
Deemed preferred stock dividend | (210,000) | (209,682) | |||||
Preferred stock dividend | (9,000) | (9,000) | |||||
Net loss | (27,052,000) | (210,000) | (27,262,000) | ||||
Common stock issued in settlement of accounts payable | [1] | 105,000 | 105,000 | ||||
Common stock issued in settlement of accounts payable, shares | 23,864 | ||||||
Sale of common stock under At-the-market offering | [1] | 2,070,000 | 2,070,000 | ||||
Sale of common stock under At-the-market offering, shares | 308,491 | ||||||
Common stock issued upon exercise of warrants | [1] | 218,000 | 218,000 | ||||
Common stock issued upon exercise of warrants, shares | 87,300 | ||||||
Change in fair value of modified options | 15,000 | 15,000 | |||||
Issuance of subsidiary stock in settlement of debt to parent | (292,000) | 292,000 | |||||
Stock based compensation | [1] | 2,625,000 | (322,000) | 2,303,000 | |||
Balance at Dec. 31, 2022 | $ 5,000 | 216,282,000 | (215,974,000) | (21,000) | 292,000 | ||
Balance, shares at Dec. 31, 2022 | 5,505,068 | ||||||
Common stock issued for services | [2] | 1,097,000 | 1,097,000 | ||||
Common stock issued for services, shares | 116,750 | ||||||
Sale of common stock and warrants | $ 1,000 | 6,747,000 | 6,748,000 | ||||
Sale of common stock and warrants, shares | 850,030 | ||||||
Stock based compensation | [2] | 1,047,000 | 5,000 | 1,052,000 | |||
Stock based compensation, shares | 249,125 | ||||||
Preferred stock dividend | (2,000) | (2,000) | |||||
Net loss | (7,332,000) | (50,000) | (7,382,000) | ||||
Common stock issued in settlement of accounts payable | [2] | 105,000 | 105,000 | ||||
Common stock issued in settlement of accounts payable, shares | 8,800 | ||||||
Balance at Mar. 31, 2023 | $ 6,000 | 225,276,000 | (223,306,000) | (66,000) | 1,910,000 | ||
Balance, shares at Mar. 31, 2023 | 6,729,773 | ||||||
Balance at Dec. 31, 2022 | $ 5,000 | 216,282,000 | (215,974,000) | (21,000) | 292,000 | ||
Balance, shares at Dec. 31, 2022 | 5,505,068 | ||||||
Common stock issued for services | $ 1,000 | 7,616,000 | 7,617,000 | ||||
Common stock issued for services, shares | 882,463 | ||||||
Sale of common stock and warrants | $ 3,000 | 15,298,000 | 15,301,000 | ||||
Sale of common stock and warrants, shares | 2,313,599 | ||||||
Stock based compensation | 230,000 | ||||||
Stock based compensation, shares | 274,961 | ||||||
Preferred stock dividend | (9,000) | (9,000) | |||||
Net loss | (29,041,000) | 351,000 | (28,690,000) | ||||
Common stock issued in settlement of accounts payable | [1] | 105,000 | 105,000 | ||||
Common stock issued in settlement of accounts payable, shares | 8,800 | ||||||
Sale of common stock under At-the-market offering | [1] | 60,000 | 60,000 | ||||
Sale of common stock under At-the-market offering, shares | 50,792 | ||||||
Common stock issued upon exercise of warrants | [1] | 218,000 | 218,000 | ||||
Common stock issued upon exercise of warrants, shares | 87,300 | ||||||
Stock based compensation | [1] | 961,000 | (600,000) | 361,000 | |||
Common stock issued for exercise of warrants cashlessly | [1] | [1] | |||||
Common stock issued for exercise of warrants cashlessly, shares | 4,360 | ||||||
Sale of subsidiary stock | 1,675,000 | 296,000 | 1,971,000 | ||||
Balance at Dec. 31, 2023 | $ 9,000 | 241,988,000 | (245,015,000) | 26,000 | (2,992,000) | ||
Balance, shares at Dec. 31, 2023 | 9,040,043 | ||||||
Common stock issued for services | $ 2,000 | 1,249,000 | 1,251,000 | ||||
Common stock issued for services, shares | 1,862,744 | ||||||
Sale of common stock and warrants | [3] | 1,040,000 | 1,040,000 | ||||
Sale of common stock and warrants, shares | 260,720 | ||||||
Stock based compensation | [3] | (190,000) | (190,000) | ||||
Stock based compensation, shares | 1,500 | ||||||
Accretion of deemed preferred stock dividend | 133,000 | 133,000 | |||||
Deemed preferred stock dividend | (133,000) | (133,000) | |||||
Preferred stock dividend | (2,000) | (2,000) | |||||
Net loss | (3,402,000) | (13,000) | (3,415,000) | ||||
Balance at Mar. 31, 2024 | $ 11,000 | $ 244,085,000 | $ (248,417,000) | $ 13,000 | $ (4,308,000) | ||
Balance, shares at Mar. 31, 2024 | 11,165,007 | ||||||
[1] Less than $1 - less than $1 - less than $1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Payments of Stock Issuance Costs | $ 1,067 | $ 528 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.40 | $ 2.50 |
Atthe Market Offering [Member] | ||
Payments of Stock Issuance Costs | $ 192 | $ 96 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (3,415,000) | $ (7,382,000) | $ (28,690,000) | $ (27,262,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation and amortization | 78,000 | 84,000 | 361,000 | 293,000 |
Non-cash lease expense | 77,000 | 71,000 | 293,000 | 373,000 |
Non-cash inventory write-down | 1,976,000 | |||
Impairment of long-term assets | 253,000 | |||
Equity based compensation | 1,061,000 | 2,149,000 | 7,978,000 | 4,412,000 |
Change in fair value of modified options | 15,000 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 10,000 | (8,000) | (15,000) | (9,000) |
Lease receivables | 25,000 | 25,000 | 101,000 | (220,000) |
Employee advances | 5,000 | (5,000) | ||
Inventory | (9,000) | (498,000) | 284,000 | |
Prepaid expenses and other | (13,000) | (151,000) | 118,000 | 30,000 |
Deferred revenue | (5,000) | (5,000) | (32,000) | |
Customer deposits | (16,000) | 8,000 | 16,000 | |
Accounts payable and accrued expenses | 705,000 | (355,000) | 1,370,000 | 776,000 |
Operating lease liabilities | (84,000) | (75,000) | (313,000) | (365,000) |
Net cash used in operating activities | (1,314,000) | (5,648,000) | (17,313,000) | (21,705,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (45,000) | (186,000) | (168,000) | |
Net cash used in investing activity | (45,000) | (186,000) | (168,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of related party note payable | 500,000 | |||
Proceeds from sale of common stock and warrants, net of issuance costs | 1,040,000 | 6,748,000 | 15,301,000 | 8,283,000 |
Proceeds from sale of common stock under a At-the-market offering, net of issuance costs | 60,000 | 2,070,000 | ||
Proceeds from sale of subsidiary stock to non-controlling interest, net of issuance costs | 1,971,000 | |||
Proceeds from exercise of warrants | 218,000 | |||
Net cash provided by financing activities | 1,540,000 | 6,748,000 | 17,332,000 | 10,571,000 |
Net decrease in cash and cash equivalents | 226,000 | 1,055,000 | (167,000) | (11,302,000) |
Cash, beginning of the period | 190,000 | 357,000 | 357,000 | 11,659,000 |
Cash, end of the period | 416,000 | 1,412,000 | 190,000 | 357,000 |
Supplemental disclosures of cash flow information: | ||||
Cash paid during the period for interest | 1,000 | |||
Cash paid during the period for income taxes | ||||
Noncash investing and financing activities: | ||||
Common stock issued in settlement of debt | 105,000 | 105,000 | 105,000 | |
Dividend payable on preferred stock charged to additional paid in capital | 2,000 | 2,000 | 9,000 | 9,000 |
Series C convertible preferred stock deemed dividend | $ 133,000 | 210,000 | ||
Record right-to-use assets and related lease liability | $ 502,000 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 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. In 2019 and 2020, ViralClear sold an aggregate of 1,965,240 shares of its common stock to investors for net proceeds of $ 15.6 million and issued an aggregate of 894,869 shares of its common stock in connection with acquiring assets and with know-how agreements. As of March 31, 2024 and December 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, which was renamed to BioSig AI Sciences, Inc. (“BioSig AI”) on May 31, 2023. The subsidiary was established to pursue clinical needs of cardiac and neurological disorders through recordings and analyses of action potentials. BioSig AI aims to contribute to the advancements of AI-based diagnoses and therapies. At March 31, 2024 and December 31, 2023, the Company had a majority interest in BioSig AI of 84.5 % (see Notes 9 and 11). On January 28, 2024 and February 20, 2024, management of the Company commenced a workforce reduction intended to reduce significantly the annual cash burn which was completed as of February 20, 2024. The workforce reduction consisted of the departure of sixteen employees, effective as of January 31, 2024 and included the departure of John Sieckhaus, the Company’s Chief Operating Officer, and Gray Fleming, the Company’s Chief Commercial Officer and twenty-six employees effective February 20, 2024. The effect of the workforce reductions has significantly reduced operations in the short term. In connection with workforce reduction, the Company issued an aggregate of 85,244 shares of common stock with a fair value of $ 72,065 as severance. On March 5, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company has not regained compliance with Listing Rule 5550(a)(2) because the Company’s common stock did not meet the minimum bid price of $ 1.00 per share required for continued listing on The Nasdaq Capital Market, and the Company is not eligible for a second 180 day cure period under Rule 5810(c)(3)(A)(2) because the Company does not comply with the $ 5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market, and that accordingly, Nasdaq would delist the Company’s common stock unless the Company requested an appeal of this determination. On March 11, 2024, the Company submitted a request for a hearing before the Nasdaq Hearings Panel to appeal the Staff’s delisting determination. On March 12, 2024, the Company received a letter from the Staff stating that based upon the Staff’s review of the Company and pursuant to Listing Rule 5101, the Staff believes that the Company no longer has an operating business and is a “public shell,” and that the continued listing of its securities is no longer warranted, in view of work force reductions and resignations of members of the board of directors and officers (see below). BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) The letter further stated that the Company no longer meets the requirement of Rule 5550(b)(2) to maintain a minimum Market Value of Listed Securities of $ 35 million, if none of the other standards set forth in Rule 5550(b) is met. The Staff stated that the foregoing matters serve as an additional basis for delisting the Company’s common stock from The Nasdaq Stock Market, and that the Hearings Panel will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. The Company appealed the foregoing determinations. The requested hearing before the Hearings Panel was held on May 7, 2024 and results are pending as of May 17, 2024. The Company believes we have met all requirements except for the shareholder equity requirement which it expects to meet shortly. The delisting results are pending the Company meeting requirements. Delisting from Nasdaq Stock Market could negatively impact the Company’s ability to raise additional financing to fund future operations. The unaudited condensed consolidated financial statements include the accounts of BioSig Technologies, Inc., and its majority owned subsidiaries, ViralClear and BioSig AI. 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, 2023 has been derived from audited financial statements. Operating results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023 filed with the Company’s Form 10-K with the Securities and Exchange Commission on April 16, 2024. | 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. In 2019 and 2020, ViralClear sold an aggregate of 1,965,240 shares of its common stock to investors for net proceeds of $ 15.6 million and issued an aggregate of 894,869 shares of its common stock in connection with acquiring assets and with know-how agreements. As of December 31, 2023 and 2022, 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, which was renamed to BioSig AI Sciences, Inc. (“BioSig AI”) on May 31, 2023. The subsidiary was established to pursue clinical needs of cardiac and neurological disorders through recordings and analyses of action potentials. BioSig AI aims to contribute to the advancements of AI-based diagnoses and therapies. In June and July 2023, BioSig AI sold an aggregate of 2,205,000 shares of its common stock for net proceeds of $ 1,971,277 to fund initial operations. At December 31, 2023, the Company had a majority interest in BioSig AI of 84.5 % (see Notes 9 and 11). On January 28, 2024 and February 20, 2024, management of the Company commenced a workforce reduction intended to reduce significantly the annual cash burn which was completed as of February 20, 2024. The workforce reduction consisted of the departure of sixteen employees, effective as of January 31, 2024 and included the departure of John Sieckhaus, the Company’s Chief Operating Officer, and Gray Fleming, the Company’s Chief Commercial Officer and twenty six employees effective February 20, 2024. The effect of the workforce reductions has significantly reduced operations in the short-term. On March 5, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company has not regained compliance with Listing Rule 5550(a)(2) because the Company’s common stock did not meet the minimum bid price of $ 1.00 per share required for continued listing on The Nasdaq Capital Market, and the Company is not eligible for a second 180 day cure period under Rule 5810(c)(3)(A)(2) because the Company does not comply with the $ 5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market, and that accordingly, Nasdaq would delist the Company’s common stock unless the Company requested an appeal of this determination. On March 11, 2024, the Company submitted a request for a hearing before the Nasdaq Hearings Panel to appeal the Staff’s delisting determination. On March 12, 2024, the Company received a letter from the Staff stating that based upon the Staff’s review of the Company and pursuant to Listing Rule 5101, the Staff believes that the Company no longer has an operating business and is a “public shell,” and that the continued listing of its securities is no longer warranted, in view of work force reductions and resignations of members of the board of directors and officers (see below). The letter further stated that the Company no longer meets the requirement of Rule 5550(b)(2) to maintain a minimum Market Value of Listed Securities of $ 35 million, if none of the other standards set forth in Rule 5550(b) is met. The Staff stated that the foregoing matters serve as an additional basis for delisting the Company’s common stock from The Nasdaq Stock Market, and that the Hearings Panel will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. The Company intends also to appeal the foregoing determinations. The requested hearing before the Hearings Panel will be held on May 7, 2024. Delisting from Nasdaq Stock Market could negatively impact the Company’s ability to raise additional financing to fund future operations. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 2 GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of March 31, 2024, the Company had cash of $ 0.4 million and working capital deficit of $ 4.5 million. During the three months ended March 31, 2024, the Company used net cash in operating activities of $ 1.3 million. These balances create a liquidity concern, which in turn raises 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 equity securities and issuance of debt. 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 to potentially hiring a team of an additional 4-6 persons to execute a business development strategy of finding partners for the commercialization of PURE EP, develop new products in the field of Pulse Field Ablation and to continue to integrate PURE EP into today’s lab equipment 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Accordingly, the accompanying 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 consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. | NOTE 2 GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2023, the Company had cash of $ 0.2 million and working capital deficit of $ 4.1 million. During the year ended December 31, 2023, the Company used net cash in operating activities of $ 17.3 million. These balances create a liquidity concern, which in turn raises 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 to potentially hiring a team of an additional 4-6 persons to execute a business development strategy of finding partners for the commercialization of PURE EP, develop new products in the field of Pulse Field Ablation and to continue to integrate PURE EP into today’s lab equipment 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 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 consolidated financial statements do not necessarily purport to represent realizable or settlement values. The 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 | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows. Reverse Stock Split On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split. Use of Estimates The preparation of these 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 of its medical device, the PURE EP™ System, and well as related support and maintenance services and software upgrade rentals 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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 Platform is delivered, installed, and accepted by the customer, our performance obligation is recognized. Support, maintenance, and software upgrade rentals 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 Platform 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 Platform 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. In 2023, the Company entered into a one-year lease for software upgrade. The Company accounts for the lease in accordance with 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, 2024 and 2023, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Three months ended March 31,2024: Balance at December 31, 2023 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2024 (000’s) Service revenue $ - $ 14 $ (14 ) $ - BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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 ) $ - The Company had one customer which accounts for 93 % and 100 % of our revenue in the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the Company had three customers representing 33.6 %, 30.8 % and 35.6 % of the outstanding accounts receivable and had three customers which accounts for approximately 62.3 %, 19.6 % and 18.0 % of our outstanding accounts receivable at December 31, 2023. The Company utilized one contract manufacturer for the manufacture and supply of the PURE EP Platform for the three months ended March 31, 2024 and 2023. Deferred Costs (Contract acquisition costs) The Company capitalizes initial and renewal sales commissions in the period the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. As a practical expedient, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less. 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, 2024 and December 31, 2023. The Company believes that its reserve is adequate, however results may differ in future periods. For the three months ended March 31, 2024 and 2023, 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, 2024 and December 31, 2023, deposits in excess of FDIC limits were $ 0.2 million and nil , 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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. 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: SCHEDULE OF OTHER ASSETS March 31, 2024 (000’s) December 31, 2023 (000’s) Security deposits 43 43 Trademarks 1 1 Total other assets $ 44 $ 44 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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. During the three months ended March 31, 2024, the Company re-assessed it’s carrying amounts of certain property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded the estimated undiscounted future cash flows. Accordingly, the Company recorded a $ 253 impairment charge to current operations. The Company did not recognize and record any impairments of long-lived assets used in operations during the three months ended March 31, 2023. 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 $ 0.2 million and $ 1.1 million for the three months ended March 31, 2024 and 2023, 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, 2024 and 2023 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: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 Series C convertible preferred stock 376,170 51,499 Options to purchase common stock 543,479 461,616 Warrants to purchase common stock 2,878,734 886,779 Restricted stock units to acquire common stock 605,000 43,084 Totals 4,403,383 1,442,978 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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, 2024 and 2023, the Company recorded amortization of $ 4,752 and $ 4,851 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 13 – Segment Reporting). Non-controlling Interest The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s subsidiaries, ViralClear and BioSig AI. 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 and BioSig AI is 69.08 % and 84.48 %; and the non-controlling stockholders’ interest is 30.92 % and 15.52 %, respectively as of March 31, 2024 and December 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, 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. | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows. Reverse Stock Split On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split. Principals of consolidation The accompanying consolidated financial statements include the accounts of BioSig Technologies, Inc. and its majority owned subsidiary, ViralClear Pharmaceuticals, Inc., and wholly owned subsidiary, NeuroClear Technologies, Inc. herein collectively referred to as the “Company” or “BioSig”. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these 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 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 Platform 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 Platform 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 Platform 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 year ended December 31, 2023 and 2022, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Year ended December 31, 2023: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at December 31, 2023 (000’s) Service revenue $ 5 $ 13 $ (18 ) $ - Year ended December 31, 2022: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at December 31, 2022 (000’s) Product revenue $ - $ 254 $ (254 ) $ - Service revenue 37 - (32 ) 5 Total $ 37 $ 254 $ (286 ) $ 5 The table below summarizes our deferred revenue as of December 31, 2023 and 2022: SCHEDULE OF DEFERRED REVENUE December 31, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 The Company had three customers which accounts for 48.1 %, 29.7 % and 22.2 % of our revenue in the year ended December 31, 2023 and three customers which accounts for approximately 44.4 %, 44.4 % and 11.2 % of our revenue in the year ended December 31, 2022. The Company had three customers which accounts for approximately 62.3 %, 19.6 % and 18.0 % of our outstanding accounts receivable at December 31, 2023 and 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 Platform for the year ended December 31, 2023 and 2022. Deferred Costs (Contract acquisition costs) The Company capitalizes initial and renewal sales commissions in the period the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. As a practical expedient, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less. Cost of Revenue Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or 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 December 31, 2023 and 2022. The Company believes that its reserve is adequate, however results may differ in future periods. For the year ended December 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 December 31, 2023 and 2022, deposits in excess of FDIC limits were nil 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 at December 31, 2023 and 2022 was comprised of the following: SCHEDULE OF INVENTORY December 31, 2023 (000’s) December 31, 2022 (000’s) Finished goods $ 1,976 $ 1,477 Less: Inventory reserve (1,976 ) - Finished goods, net - 1,477 Finished goods-short term - 336 Finished goods-long term $ - $ 1,141 During the year ended December 31, 2023, the Company recorded an allowance for inventory for $ 1,976 due to age of underlying product. 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: SCHEDULE OF OTHER ASSETS December 31, 2023 (000’s) December 31, 2022 (000’s) Security deposits 43 43 Trademarks 1 1 Total other assets $ 44 $ 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 year ended December 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 $ 5.1 million and $ 5.8 million for the year ended December 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 December 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: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2023 December 31, 2022 Series C convertible preferred stock 65,711 65,562 Options to purchase common stock 603,229 455,548 Warrants to purchase common stock 2,748,371 421,711 Restricted stock units to acquire common stock 163,250 23,958 Totals 3,580,561 966,779 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 years ended December 31, 2023 and 2022, the Company recorded amortization of $ 19,106 and $ 19,006 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 13 – Segment Reporting). Non-controlling Interest The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s subsidiaries, ViralClear and BioSig AI. 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 and BioSig AI is 69.08 % and 84.48 %; and the non-controlling stockholders’ interest is 30.92 % and 15.52 %, respectively as of December 31, 2023 and December 31, 2022. 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 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, 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 | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 (000’s) December 31, 2023 (000’s) Computer equipment $ 531 $ 531 Furniture and fixtures 109 109 Manufacturing equipment - 372 Testing/Demo equipment 312 356 Leasehold improvements 84 84 Total 1,036 1,452 Less accumulated depreciation (854 ) (943 ) Property and equipment, net $ 182 $ 509 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. During the three months ended March 31, 2024, the Company re-assessed it’s carrying amounts of certain property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded the estimated undiscounted future cash flows. Accordingly, the Company recorded a $ 253,411 impairment charge to current operations. Depreciation expenses were $ 73,376 and $ 79,468 for the three months ended March 31, 2024 and 2023, respectively. | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2023 and 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 (000’s) December 31, 2022 (000’s) Computer equipment $ 531 $ 397 Furniture and fixtures 109 109 Manufacturing equipment 372 372 Testing/Demo equipment 356 304 Leasehold improvements 84 84 Total 1,452 1,266 Less accumulated depreciation (943 ) (601 ) Property and equipment, net $ 509 $ 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 expenses were $ 342,028 and $ 273,915 for the year ended December 31, 2023 and 2022, respectively. |
RIGHT TO USE ASSETS AND LEASE L
RIGHT TO USE ASSETS AND LEASE LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Right To Use Assets And Lease Liability | ||
RIGHT TO USE ASSETS AND LEASE LIABILITY | NOTE 5 RIGHT TO USE ASSETS AND LEASE LIABILITY As of March 31, 2024 and December 31, 2023, the Company had outstanding two leases with aggregate payments of $ 30,544 and $ 29,995 per month, respectively, expiring through July 31, 2025. Right to use assets is summarized below: SCHEDULE OF RIGHT TO USE ASSETS March 31, 2024 (000’s) December 31, 2023 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (660 ) (583 ) Right to use assets, net $ 335 $ 412 During the three months ended March 31, 2024 and 2023, the Company recorded $ 91,889 and $ 92,081 as lease expense to current period operations, respectively. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Lease liability is summarized below: SCHEDULE OF LEASE LIABILITY March 31, 2024 (000’s) December 31, 2023 (000’s) Total lease liability $ 368 $ 452 Less: short term portion (308 ) (349 ) Long term portion $ 60 $ 103 Maturity analysis under these lease agreements are as follows (000’s): SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS Year ended December 31, 2024 278 Year ended December 31, 2025 106 Year ended December 31, 2025 Total 384 Less: Present value discount (16 ) Lease liability $ 368 Lease expense for the three months ended March 31, 2024 and 2023 was comprised of the following: SCHEDULE OF LEASE EXPENSE March 31, 2024 (000’s) March 31, 2023 (000’s) Operating lease expense $ 77 $ 71 Short-term lease expense 7 6 Variable lease expense 8 15 Total $ 92 $ 92 | NOTE 5 RIGHT TO USE ASSETS AND LEASE LIABILITY As of December 31, 2023 and 2022, the Company had outstanding two leases with aggregate payments of $ 29,995 and $ 28,951 per month, respectively, expiring through July 31, 2025. Right to use assets is summarized below: SCHEDULE OF RIGHT TO USE ASSETS December 31, 2023 (000’s) December 31, 2022 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (583 ) (290 ) Right to use assets, net $ 412 $ 705 During the years ended December 31, 2023 and 2022, the Company recorded $ 378,263 and $ 438,129 as lease expense to current period operations, respectively. Lease liability is summarized below: SCHEDULE OF LEASE LIABILITY December 31, 2023 (000’s) December 31, 2022 (000’s) Total lease liability $ 452 $ 765 Less: short term portion (349 ) (313 ) Long term portion $ 103 $ 452 Maturity analysis under these lease agreements are as follows (000’s): SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS Year ended December 31, 2024 370 Year ended December 31, 2025 106 Total 476 Less: Present value discount (24 ) Lease liability $ 452 Lease expense for the year ended December 31, 2023 and 2022 was comprised of the following: SCHEDULE OF LEASE EXPENSE December 31, 2023 (000’s) December 31, 2022 (000’s) Operating lease expense $ 337 $ 373 Short-term lease expense 33 37 Variable lease expense 8 28 Total $ 378 $ 438 |
LEASE RECEIVABLES
LEASE RECEIVABLES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Lease Receivables | ||
LEASE RECEIVABLES | NOTE 6 LEASE RECEIVABLES In 2022, the Company entered into two leases for our PURE EP Platform 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 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 A reconciliation of lease receivables with customers for the three months ended March 31, 2024 and 2023 are presented below: SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS Three months ended March 31, 2024: Balance at December 31, 2023 (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, (000’s) Contract asset $ 120 $ - $ (30 ) $ - $ 4 $ 94 Less current portion (103 ) - (15 ) - (2 ) (90 ) Noncurrent portion $ 17 $ - $ (15 ) - $ 2 $ 4 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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, (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): SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT Year ended December 31, 2024 78 Year ended December 31, 2025 13 Year ended December 31, 2025 Present value of unguaranteed residual assets 4 Total 95 Less: Present value discount (1 ) Net investment in leases $ 94 | NOTE 6 LEASE RECEIVABLES In 2022, the Company entered into two leases for our PURE EP Platform 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 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 year ended December 31, 2023 and 2022 are presented below: SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS Year ended December 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 December 31, (000’s) Contract asset $ 221 $ - $ (100 ) $ 3 $ 4 $ 120 Less current portion (101 ) - (2 ) - - (103 ) Noncurrent portion $ 120 $ - $ (102 ) 3 $ 4 $ 17 Year ended December 31, 2022: Balance at December 31, 2021 (000’s) Recognized in Revenue (000’s) Invoiced to Customer (000’s) Interest Earned (000’s) Unguaranteed Residual Assets (000’s) Balance at December 31, (000’s) Contract asset $ - $ 254 $ (39 ) $ 2 $ 4 $ 221 Less current portion - - - - - (120 ) Noncurrent portion $ - $ 254 $ (39 ) 2 $ 4 $ 101 Future cash flows under this lease agreement are as follows (000’s): SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT Year ended December 31, 2024 104 Year ended December 31, 2025 13 Present value of unguaranteed residual assets 4 Total 121 Less: Present value discount (1 ) Net investment in leases $ 120 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at March 31, 2024 and December 31, 2023 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE March 31, 2024 (000’s) December 31, 2023 (000’s) Accrued accounting and legal $ 1,608 $ 1,277 Accrued reimbursements and travel 9 9 Accrued consulting 682 804 Accrued research and development expenses 812 802 Accrued marketing 334 333 Accrued office and other 704 290 Accrued payroll 672 601 Accrued settlement related to arbitration Accounts payable and accrued expenses $ 4,821 $ 4,116 | NOTE 7 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2023 and 2022 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE December 31, 2023 (000’s) December 31, 2022 (000’s) Accrued accounting and legal $ 1,277 $ 646 Accrued reimbursements and travel 9 33 Accrued consulting 804 546 Accrued research and development expenses 802 625 Accrued marketing 333 256 Accrued office and other 290 220 Accrued payroll 601 513 Accrued settlement related to arbitration - 13 Accounts payable and accrued expenses $ 4,116 $ 2,852 |
NOTE PAYABLE-RELATED PARTY
NOTE PAYABLE-RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE-RELATED PARTY | NOTE 8 – NOTE PAYABLE-RELATED PARTY On March 7, 2024, the Company issued a promissory note for $ 500,000 to a significant shareholder/investor due March 7, 2026 . The promissory note is unsecured and bears interest of twelve percent ( 12 %) per annum, payable at maturity. The Company may prepay all or any portion of the promissory note at any time without penalty. |
STOCKHOLDER EQUITY
STOCKHOLDER EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
STOCKHOLDER EQUITY | NOTE 9 STOCKHOLDER EQUITY Preferred stock The Company is authorized to issue 1,000,000 shares of $ 0.001 par value preferred stock. As of March 31, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the Company had 105 shares of Series C Preferred stock issued and outstanding. During the three months ended March 31, 2024, the conversion price of the Series C Preferred stock was reset from $ 2.50 per share to $ 0.5302 per share. As such, the Company recorded a noncash deemed dividend of $ 132,931 during the three months ended March 31, 2024. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Common stock On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split. The Company is authorized to issue 200,000,000 shares of $ 0.001 par value common stock. As of March 31, 2024 and December 31, 2023, the Company had 11,165,007 and 9,040,043 shares issued and outstanding, respectively. During the three months ended March 31, 2024, the Company issued an aggregate of 1,862,744 shares of common stock for services at a fair value of $ 1,250,595 . During the three months ended March 31, 2024, the Company issued an aggregate of 1,500 shares of common stock for vested restricted stock units. At March 31, 2024, the Company accrued 75,000 shares of common stock due a consultant at an estimated fair value of $ 123,500 . Sale of common stock. On January 12, 2024, 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 260,720 shares of the Company’s common stock and warrants to purchase up to 130,363 shares of common stock, at a purchase price of $ 3.989 per share and a warrant to purchase one-half of a share. The warrants have an exercise price of $ 3.364 per share, will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. The gross proceeds from this offering were $ 1,040,000 . | NOTE 9 STOCKHOLDER EQUITY Preferred stock The Company is authorized to issue 1,000,000 shares of $ 0.001 par value preferred stock. As of December 31, 2023 and 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 December 31, 2023, and 2022, there were no outstanding shares of Series A, Series B, Series D, Series E and Series F preferred stock. Common stock On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split. The Company is authorized to issue 200,000,000 shares of $ 0.001 par value common stock. As of December 31, 2023 and 2022, the Company had 9,040,043 and 5,505,068 shares issued and outstanding, respectively. 2022: During the year ended December 31, 2022, the Company issued 193,000 shares of common stock for services at a fair value of $ 2,108,500 . During the year ended December 31, 2022, the Company issued an aggregate of 25,917 shares of its common stock for vested restricted stock units. During the year ended December 31, 2022, the Company issued an aggregate of 23,864 shares of its common stock in settlement of outstanding accounts payable of $ 105,000 . On November 3, 2022, the Company reduced the exercise price of the March 21, 2022 issued warrants (see below) from an exercise price of $ 14.00 per share to $ 2.50 per share from November 4, 2022 through November 10, 2022. The Company issued an aggregate of 87,300 shares of Common Stock for warrants exercised for a total of $ 218,250 . At December 31, 2022, the Company accrued 237,000 obligated, but unissued shares of common stock for services at a fair value of $ 1,060,740 . Sale of common stock On March 21, 2022, the Company entered into a securities purchase agreement with several institutional and accredited investors, pursuant to which the Company sold in a registered direct offering an aggregate of 261,313 shares of the Company’s common stock, at an offering price of $ 11.50 per share and warrants to purchase up to 261,313 shares of common stock at an exercise price of $ 14.00 per share, that are exercisable six months after the date of issuance and will expire three and one-half years following the date of issuance, for gross proceeds of approximately $ 3,005,000 , net of expenses of approximately $ 5,000 . On June 24, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Laidlaw & Company (UK) Ltd. (the “Underwriter”), which was amended and restated on June 28, 2022 (the “Amended and Restated Underwriting Agreement”), relating to a best-efforts public offering (the “June 2022 Offering”) of 434,168 shares of the Company’s common stock. The public offering price of the common stock was $ 7.50 per share. After the underwriting discounts, which includes a reduced discount with respect to certain Company-introduced investors, and offering expenses, the Company received net proceeds from the offering of approximately $ 2,818,000 . Pursuant to the Amended and Restated Underwriting Agreement, the Company issued to the Underwriter, or its designees warrants to purchase up to an aggregate 21,709 . On November 18, 2022, the Company entered into a Securities Purchase Agreement with certain accredited investors pursuant to which the Company sold to the investors an aggregate of 354,152 shares (the “Shares”) of the Company’s common stock at a purchase price of $ 4.10 per share, in exchange for aggregate consideration of $ 1,411,775 , net of expenses of $ 40,225 . On December 21, 2022, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors pursuant to which the Company sold to the investors an aggregate of 216,162 shares of the Company’s common stock at a purchase price of $ 5.10 per share, and warrants to purchase up to 108,081 shares of common stock at an exercise price of $ 4.50 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, in exchange for aggregate consideration of $ 1,050,960 , net of expenses of $ 47,132 . ATM Sales Agreement On May 17, 2022, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Virtu Americas LLC to act as the Company’s sales agent or principal (“Agent”), with respect to the issuance and sale of up to $ 10.0 million of the Company’s shares of common stock, from time to time in an at-the-market public offering. The Company will pay Agent a commission of up to 2.5 % of the gross proceeds from the sale of the common stock pursuant to the Sales Agreement. From May 18, 2022 through November 29, 2022, the Company sold 308,491 shares of its common stock through the Sales Agreement for net proceeds of $ 2,069,582 , after transactional costs of $ 121,926 . On November 30, 2022, the Company delivered written notice to the Agent to terminate the Sales Agreement, effective December 1, 2022 pursuant to Section 13(b) of the Sales Agreement. The Company is not subject to any termination penalties related to the termination of the Sales Agreement. 2023: During the year ended December 31, 2023, the Company issued an aggregate of 882,463 shares of common stock for services at a fair value of $ 7,617,242 , of which 237,000 common shares at a fair value of $ 1,060,740 was recognized as stock based compensation during the year ended December 31, 2022. During the year ended December 31, 2023, the Company issued an aggregate of 8,800 shares of common stock in settlement of 2022 board fees at a fair value of $ 104,720 . During the year ended December 31, 2023, the Company issued an aggregate of 37,961 shares of common stock for vested restricted stock units. At December 31, 2023, the Company accrued board fees of $ 230,000 as stock based compensation. Equity sales: BioSig Technologies, Inc.: In 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 1,613,906 shares of common stock at an average purchase price of $ 8.7571 per share, and warrants to purchase up to an aggregate of 806,981 shares of common stock at an average exercise price of $ 8.1324 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for aggregate consideration of $ 13,140,441 , net of transactional expenses of $ 727,333.44 (the “2023 PIPEs”). Pursuant to certain engagement agreements, dated October 11, 2022, February 24, 2023 and July 26, 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 77,405 shares of common stock at an average exercise price of $ 7.85 per share. The Laidlaw warrants become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. On November 8, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company sold in a registered direct offering (the “Offering”), (i) 699,693 shares (the “Shares”) of the Company’s common stock, $ 0.001 par value per share (the “Common Stock”), (ii) Series A warrants (the “Series A Warrants”) to purchase up to 699,693 shares of Common Stock, and (iii) Series B Warrants (the “Series B Warrants”, and together with the Series A Warrants, the “Series Warrants”) to purchase up to 699,693 shares of Common Stock, at a purchase price of $ 3.573 per Share and associated Series Warrants. The Series Warrants have an exercise price of $ 3.573 per share and will become exercisable on the effective date of stockholder approval for the issuance of the shares upon exercise of the Series Warrants (or, if permitted by the applicable rules and regulations of the Nasdaq Stock Market, upon payment by the holder of $ 1.25 per share in addition to the applicable exercise price). The Series A Warrants will expire five years from the date of issuance and the Series B Warrants will expire eighteen months from the date of issuance. H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the Company’s exclusive placement agent in the Offering. In connection with the Offering, the Company paid the Placement Agent a cash fee equal to seven percent ( 7.0 %) of the aggregate gross proceeds raised in the Offering and a management fee equal to one percent ( 1.0 %) of the aggregate gross proceeds raised in the Offering. The Company had also paid the Placement Agent $ 50,000 for non-accountable expenses and $ 15,950 for clearing fees. In addition, the Company issued the Placement Agent or its designees, warrants to purchase up to 48,979 shares of Common Stock (equal to 7.0 % of the aggregate number of Shares sold in the Offering), which warrants have the same terms and conditions as the Series A Warrants, except that such warrants have an exercise price of $ 4.466 per share, which represents 125 % of the offering price per Share and accompanying Series Warrants (the “Placement Agent Warrants”, and together with Series Warrants, the “Warrants”). The Shares and the Warrants (and shares issuable upon exercise of the Warrants) were offered and sold by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-251859) (the “Shelf Registration Statement”), previously filed with the Securities and Exchange Commission (the “SEC”) on December 31, 2020, and declared effective by the SEC on January 12, 2021, and the base prospectus included therein. A final prospectus supplement relating to the Offering, dated November 8, 2023, and the accompanying prospectus, has been filed with the SEC. The closing of the Offering occurred on November 13, 2023. The net proceeds to the Company from the Offering, after deducting fees and expenses, were approximately $ 2.2 million. ATM Sales Agreements On August 18, 2023, the Company entered into a Controlled Equity Offering℠ Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co. to act as the Company’s sales agent or principal (“Cantor”), with respect to the issuance and sale of up to $ 30.0 million of the Company’s shares of common stock, from time to time in an at-the-market public offering. The Company agreed to pay Cantor a commission of equal to 3.0 % of the gross proceeds from the sale of the shares of common stock pursuant to the Cantor Sales Agreement. From August 22, 2023 through September 6, 2023, the Company sold 21,881 shares of its common stock through the Cantor Sales Agreement for net deficit of $( 899 ), after transactional costs of $ 120,430 . The Company terminated the Cantor Sales Agreement with Cantor, effective as of September 15, 2023. On September 15, 2023, the Company entered into an At-The-Market Issuance Sales Agreement (the “Ascendiant Sales Agreement”) with Ascendiant Capital Markets, LLC, to act as the Company’s sales agent or principal (“Ascendiant”), with respect to the issuance and sale of up to $ 30.0 million of the Company’s shares of common stock, from time to time in an at-the-market public offering. The Company agreed to pay Ascendiant a commission of equal to 3.0 % of the gross proceeds from the sale of the shares of common stock pursuant to the Ascendiant Sales Agreement. From September 21, 2023 through September 25, 2023, the Company sold 28,911 shares of its common stock through the Ascendiant Sales Agreement for $ 60,876 , after transactional costs of $ 70,806 . The Company terminated the Ascendiant Sales Agreement with Ascendiant, effective as of November 6, 2023. BioSig AI Sciences, Inc.: In June and July 2023, BioSig AI sold an aggregate of 2,205,000 shares of its common stock for net proceeds of $ 1,971,277 ($ 1.00 per share). Prior to such sale, BioSig AI was a wholly owned subsidiary. At December 31, 2023, BioSig had a majority interest in BioSig AI of 84.5 %. Pursuant to an engagement agreement, dated June 13, 2023, as amended on July 19, 2023, BioSig AI entered into with Laidlaw, BioSig AI issued to Laidlaw warrants to purchase an aggregate of 130,500 shares of its common stock at an exercise price of $ 1.00 per share. The Laidlaw warrants become exercisable immediately and will expire five years following the date of issuance. |
OPTIONS, RESTRICTED STOCK UNITS
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | NOTE 10 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 “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 shares, plus any prior plan awards of the Company’s common stock to officers, directors, employees and consultants of the Company. Under the terms of the Plan the Company may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of the Company only and nonstatutory options. The Board of Directors of the Company or a committee thereof administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan. However, the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder. The fair value of the common stock is determined based on the quoted market price or in absence of such quoted market price, by the administrator in good faith. Additionally, the vesting period of the grants under the Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than ten years . At March 31, 2024, there were 259,968 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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. The following table presents information related to stock options at March 31, 2024: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 9.99 103,610 6.2 69,762 10.00 - 19.99 174,150 3.4 76,216 20.00 - 29.99 85,538 0.1 76,757 30.00 - 39.99 32,748 0.1 32,748 40.00 - 49.99 79,842 0.6 79,631 50.00 - 59.99 14,414 0.1 14,414 60.00 - 69.99 33,405 0.7 33,405 70.00 - 79.99 15,772 0.8 15,772 Over 79.99 4,000 0.1 4,000 543,479 2.5 402,705 A summary of the stock option activity and related information for the Plan for the three months ended March 31, 2024 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, 2024 603,229 $ 25.67 6.7 $ - Forfeited/expired (59,750 ) $ 20.92 Outstanding at March 31, 2024 543,479 $ 26.19 2.5 $ - Exercisable at March 31, 2024 402,705 $ 31.12 1.8 $ - The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the stock price of BioSig Technologies, Inc. of $ 0.661 as of March 31, 2024, which would have been received by the option holders had those option holders exercised their options as of that date. The fair value of all options vesting during the three months ended March 31, 2024 and 2023 of $ (2,682) and $ 257,187 , respectively, was charged to current period operations. Unrecognized compensation expense of $ 178,967 at March 31, 2024 which the Company expects to recognize over a weighted average period of 0.31 years. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at March 31, 2024: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 3.364 130,363 July 2029 $ 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 2,878,734 During the three months ended March 31, 2024, the Company issued warrants to purchase an aggregate of 130,363 shares of its common stock to investors at an exercise price of $ 3.364 per share that are exercisable six months after the date of issuance and will expire five and one half years after following the date of issuance. A summary of the warrant activity for three months ended March 31, 2024 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2024 2,748,371 $ 7.40 3.7 $ 1,717,104 Issued 130,363 $ 3.36 5.3 - Outstanding at March 31, 2024 2,878,734 $ 7.21 3.6 $ - Vested and expected to vest at March 31, 2024 2,878,734 $ 7.21 3.6 $ - Exercisable at March 31, 2024 2,683,389 $ 7.46 3.4 $ - The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price less than the company’s stock price of $ 0.661 of March 31, 2024, which would have been received by the warrant holders had those warrants holders exercised their options as of that date. The fair value of warrants issued for services during the three months ended March 31, 2024 and 2023 of $ 0 and was charged to current period operations. Unrecognized compensation expense of $ 0 at March 31, 2024. Restricted Stock Units The following table summarizes the restricted stock activity for the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares issued as of January 1, 2024 163,250 Granted 500,000 Vested and issued (1,500 ) Forfeited (56,750 ) Total 605,000 Comprised of: Vested restricted shares as of March 31, 2024 12,500 Unvested restricted shares as of March 31, 2024 592,500 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) On March 1, 2024, the Company granted 500,000 shares of its common stock to a key consultant, vesting in substantially equal monthly installments over one year , for services rendered, valued at $ 352,550 . Stock based compensation expense related to restricted stock grants was $ (80,047) and $ 104,704 for the three months ended March 31, 2024 and 2023, respectively. The $ (80,047) for the three months ended March 31, 2024 was the result of canceled unvested restricted stock units of terminated employees. As of March 31, 2024, the stock-based compensation relating to restricted stock of $ 634,367 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, 2024: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 0.25 25,000 The fair value of all options vesting during the three months ended March 31, 2024 of $ 0 ; and $ 0 , respectively, was charged to current period operations. Unrecognized compensation expense of $ 0 at March 31, 2024 will be expensed in future periods. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at March 31, 2024: SCHEDULE OF OUTSTANDING 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 three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares outstanding at January 1, 2024: 1,078,679 Forfeited (240,000 ) Total restricted shares outstanding at March 31, 2024: 838,679 Comprised of: Vested restricted shares as of March 31, 2024 678,679 Unvested restricted shares as of March 31, 2024 160,000 Total 838,679 Stock based compensation expense related to restricted stock unit grants of ViralClear was $ 0 and $ 14,535 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the stock-based compensation relating to restricted stock of $ 0 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 March 31, 2024: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 1.00 130,500 June-July 2028 | 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 shares of the Company’s common stock to officers, directors, employees and consultants of the Company. Under the terms of the Plan the Company may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of the Company only and nonstatutory options. The Board of Directors of the Company or a committee thereof administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan. However, the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder . The fair value of the common stock is determined based on the quoted market price or in absence of such quoted market price, by the administrator in good faith. Additionally, the vesting period of the grants under the Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than ten years . On October 19, 2022, the 2012 Equity Incentive Plan expired. 2023 Long-Term Incentive Plan On December 27, 2022, the Board of Directors of BioSig Technologies, Inc. approved the 2023 Long-Term Incentive Plan (the “2023 Plan”). The 2023 Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 876,595 shares, plus any prior plan awards of the Company’s common stock to officers, directors, employees and consultants of the Company. Under the terms of the Plan the Company may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of the Company only and nonstatutory options. The Board of Directors of the Company or a committee thereof administers the Plan and determines the exercise price, vesting and expiration period of the grants under the Plan. However, the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder. The fair value of the common stock is determined based on the quoted market price or in absence of such quoted market price, by the administrator in good faith. Additionally, the vesting period of the grants under the Plan will be determined by the administrator, in its sole discretion, with an expiration period of not more than ten years . At December 31, 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 and 142,800 options to officers, directors and key consultants, respectively. 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 as of December 31, 2023, which would have been received by the option holders had those option holders exercised their options as of that date. During the year ended December 31, 2022, the Company granted an aggregate of 142,800 options to purchase the Company’s common stock in connection with services rendered at exercise prices from $ 4.00 to $ 17.20 per share for a term of ten years and with vesting from immediate to three years from the date of issuance. During the year ended December 31, 2023, the Company granted an aggregate of 195,710 options to purchase the Company’s common stock at a weighted average exercise prices from of $ 2.60 to $ 13.60 per share for a term of ten years , with vesting from six months to three years from the date of grant. 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 % to 4.06 % Dividend yield 0 % 0 % Stock price volatility 94.44 % to 102.70 % 83.83 % to 99.29 % Expected life 5 – 6 years 5 - 10 years 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 previously issued options from the contractual 90 days from termination of service to the earlier of the initial life or March 16, 2024. The change in estimated fair value of the modified options of $ 15,181 was charged to current period operations. The following assumptions were used in determining the change in fair value of the modified options at March 16, 2022: Risk-free interest rate 0.44 % - 1.95 % Dividend yield 0 % Stock price volatility 83.86 % Expected life 0.25 – 2 years The fair value of all options vesting during the year ended December 31, 2023 and 2022 of $ 1,445,915 and $ 1,829,233 , respectively, was charged to current period operations. Unrecognized compensation expense of $ 997,894 at December 31, 2023 which the Company expects to recognize over a weighted average period of 0.52 years. 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 shares of its common stock to investors and warrants to purchase 32,727 shares of its common stock for engagement services at an average exercise price of $ 10.90 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. On November 18, 2022, the Company issued warrants to purchase 25,000 shares of common stock at an exercise price of $ 4.066 for services. The warrants expire ten years following the date of issuance The fair value of $ 90,865 , determined using the Black-Scholes Option method was charged to current period operations. The assumptions issued in the fair value determination was volatility: 96.26 %, estimated life: 10 years and risk-free rate of 3.82 %. During the year ended December 31, 2023, the Company issued warrants to purchase an aggregate of 2,206,367 shares of its common stock to investors and warrants to purchase 126,385 shares of its common stock for engagement services at an average exercise price of $ 5.31 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 year ended December 31, 2023, the Company issued 4,361 shares of its common stock upon cashless exercise of warrants to purchase an aggregate of 6,098 shares of common stock, pursuant to the formula set forth in such warrants. 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 of December 31, 2023, which would have been received by the warrant holders had those warrants holders exercised their options as of that date. The fair value of warrants issued for services during the year ended December 31, 2023 and 2022 of $ 0 and $ 90,865 respectively, was charged to current period operations. Unrecognized compensation expense of $ 0 at December 31, 2023. 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 restricted stock units for services with 37,750 vesting from four months to one year and 1,250 upon achievement of certain performance conditions. On January 29, 2023, in connection with a separation agreement, the Company granted 12,500 restricted stock units vesting at separation date at a fair value of $ 92,500 . On March 27, 2023, the Company granted an aggregate of 18,750 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 26,000 restricted stock units vesting quarterly over one year for services at a fair value of $ 301,600 . On August 15, 2023, the Company granted an aggregate of 30,000 restricted stock units, with 5,000 vesting quarterly over one year, and 25,000 vesting on the one-year anniversary , for services at a fair value of $ 190,920 . On December 28, 2023, the Company granted an aggregate of 90,000 restricted stock units to a member of the Company’s board of directors, based on certain market conditions for services at a fair value of $ 426,780 . Stock based compensation expense related to restricted stock grants was $ 601,272 and $ 358,931 for the year ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the stock-based compensation relating to restricted stock of $ 741,308 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 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 ) and $( 1,072,094 ) for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the stock-based compensation relating to restricted stock of $ 0 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 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 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 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 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | ||
NON-CONTROLLING INTEREST | NOTE 11 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, 2024 and December 31, 2023, the Company had a majority interest in ViralClear of 69.08 %. On July 2, 2020, the Company formed an additional subsidiary, now known as BioSig AI Sciences, Inc., to pursue clinical needs of cardiac and neurological disorders through recordings and analyses of action potential. BioSig AI aims to contribute to the advancements of AI-based diagnoses therapies. In June and July 2023, BioSig AI sold 2,205,000 shares of its common stock for net proceeds of $ 1,971,277 to fund initial operations. As of March 31, 2024 and December 31, 2023, the Company had a majority interest in BioSig AI of 84.5 %. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) A reconciliation of ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc. non-controlling loss attributable to the Company: Net loss attributable to the non-controlling interest for the three months ended March 31, 2024 (000’s): SCHEDULE OF NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net loss $ (41 ) $ (3 ) $ (44 ) Average Non-Controlling interest percentage of losses 32 % - % 30 % Net loss attributable to non-controlling interest $ (13 ) $ (0 ) $ (13 ) Net loss attributable to the non-controlling interest for the three months ended March 31, 2023 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net loss $ (161 ) $ - $ (161 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (50 ) $ - $ (50 ) The following table summarizes the changes in non-controlling interest for the three months ended March 31, 2024 (000’s): SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Balance, January 1, 2024 $ (158 ) $ 184 $ 26 Net loss attributable to non-controlling interest (13 ) - (13 ) Balance, March 31, 2024 $ (171 ) $ 184 $ 13 | NOTE 11 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 December 31, 2023 and 2022, the Company had a majority interest in ViralClear of 69.08 %. On July 2, 2020, the Company formed an additional subsidiary, now known as BioSig AI Sciences, Inc., to pursue clinical needs of cardiac and neurological disorders through recordings and analyses of action potential. BioSig AI aims to contribute to the advancements of AI-based diagnoses therapies. In June and July 2023, BioSig AI sold 2,205,000 shares of its common stock for net proceeds of $ 1,971,277 to fund initial operations. As of December 31, 2023 and 2022, the Company had a majority interest in BioSig AI of 84.5 % and 100.0 %, respectively. A reconciliation of ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc. non-controlling loss attributable to the Company: Net income (loss) attributable to the non-controlling interest for the year ended December 31, 2023 (000’s): SCHEDULE OF NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net income (loss) $ 1,498 $ (745 ) $ 753 Average Non-Controlling interest percentage of profit/losses 31 % 15 % 47 % Net income (loss) attributable to non-controlling interest $ 463 $ (112 ) $ 351 Net loss attributable to the non-controlling interest for the year ended December 31, 2022 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net Loss $ (671 ) $ (3 ) $ (674 ) Net income (loss) $ (671 ) $ (3 ) $ (674 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (210 ) $ 0 $ (210 ) The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2023 (000’s): SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Balance, January 1, 2022 $ 219 $ - $ 219 Allocation of equity to non-controlling interest for settlement of shares issued to settle debt to parent 292 - 292 Allocation of equity to non-controlling interest to equity-based compensation issued (322 ) - (322 ) Net loss attributable to non-controlling interest (210 ) - (210 ) Balance, January 1, 2023 $ (21 ) $ - $ (21 ) Allocation of equity to non-controlling interest due to sale of subsidiary stock - 296 296 Allocation of equity to non-controlling interest due to equity-based compensation issued (600 ) - (600 ) Net income (loss) attributable to non-controlling interest 463 (112 ) 351 Balance, December 31, 2023 $ (158 ) $ 184 $ 26 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 12 COMMITMENTS AND CONTINGENCIES Operating leases See Note 5 for operating lease discussion. Licensing agreements 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, 2024 and December 31, 2023, accounts payable due under the contract was $ 4 . BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, accounts payable due under the contract was $ 0 . BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) BioSig AI Sciences, Inc. Consulting Agreement On June 17, 2023, BioSig AI entered into an agreement with Reified Labs LLC (“Reified”) whereby Reified will work with the BioSig AI to develop datasets for the purpose of creating a foundational artificial intelligence platform. The agreement has a one-year term from the effective date and automatically renews for successive one year terms, unless terminated. On January 1, 2024, the contract was terminated. BioSig AI is obligated to pay Reified a monthly consulting fee of $ 30,000 . At March 31, 2024 December 31, 2023, accounts payable due under the contract was $ 90,000 . 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, 2024 and 2023, the Company charged operations $ 21,694 and $ 65,919 , respectively, for contributions under the 401(k) Plan. Purchase commitments. As of March 31, 2024, the Company had aggregate purchase commitments of approximately $ 1,759,385 for future services or products, some of which are subject to modification or cancellations. Litigation Threatened litigation. On March 22, 2024, plaintiff, Michael Gray Fleming (the “Plaintiff”), filed a lawsuit in Hennepin County, Minnesota District Court naming the Company, its former Chief Executive Officer and former Chief Financial Officer as defendants. The Plaintiff contends that the Company failed to meet its obligations in issuing the Plaintiff stock certificates at the end of the restricted period under the terms of a restricted stock award agreement, and is seeking $ 144,000 in damages and compensation for damages reasonably believed to exceed $ 50,000 . The Company’s intent is to contest the allegations vigorously and, as of the date of this report, is unable to provide an evaluation of the outcome of the litigation within the probate or remote range or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. We may be 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. There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) Stock-based compensation The Company takes some tax positions, including the reporting of stock-based compensation, that may not be accepted by the Internal Revenue Service upon an examination, and we may be subject to penalties for underreporting of recipient’s income. The result of any such examination is uncertain, and any such penalties could be material to our financial position and results of operations given our current limited cash and revenues. | NOTE 12 COMMITMENTS AND CONTINGENCIES Operating leases See Note 5 for operating lease discussion. 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 additional one year extension option. The Company is obligated to pay ASPI: i) a monthly service fee of $ 40,000 , subsequently reduced to $ 20,000 October 1, 2023 and ii) 10 % commission on all New Account revenue, as defined, on a quarterly basis. At December 31, 2023 and 2022, accounts payable due under the contract was $ 180 and $ 80 , respectively. At December 31, 2023 the contract expired. 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 December 31, 2023 and 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 December 31, 2023 and 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 December 31, 2023 and 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 December 31, 2023 and 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 December 31, 2023 and 2022, accounts payable due under the contract was $ 0 . BioSig AI Sciences, Inc. Consulting Agreement On June 17, 2023, BioSig AI entered into an agreement with Reified Labs LLC (“Reified”) whereby Reified will work with the BioSig AI to develop datasets for the purpose of creating a foundational artificial intelligence platform. The agreement has a one-year term from the effective date and automatically renews for successive one year terms, unless terminated. BioSig AI is obligated to pay Reified a monthly consulting fee of $ 30,000 . At December 31, 2023, accounts payable due under the contract was $ 90,000 . 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 year end December 31, 2023 and 2022, the Company charged operations $ 229,744 and $ 247,622 , respectively, for contributions under the 401(k) Plan. Purchase commitments As of December 31, 2023, the Company had aggregate purchase commitments of approximately $ 1,563,203 for future services or products, some of which are subject to modification or cancellations. Litigation Threatened litigation On March 22, 2024, plaintiff, Michael Gray Fleming (the “Plaintiff”), filed a lawsuit in Hennepin County, Minnesota District Court naming the Company, its former Chief Executive Officer and former Chief Financial Officer as defendants. The Plaintiff contends that the Company failed to meet its obligations in issuing the Plaintiff stock certificates under the terms of a restricted stock award agreement, and is seeking $ 144,000 in damages and compensation for damages reasonably believed to exceed $ 50,000 . The Company’s intent is to contest the allegations vigorously and, as of the date of this report, is unable to provide an evaluation of the outcome of the litigation within the probate or remote range or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. We may be 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. There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest. Stock-based compensation The Company takes some tax positions, including the reporting of stock-based compensation, that may not be accepted by the Internal Revenue Service upon an examination, and we may be subject to penalties for underreporting of recipient’s income. The result of any such examination is uncertain, and any such penalties could be material to our financial position and results of operations given our current limited cash and revenues. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
SEGMENT REPORTING | NOTE 13 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: SCHEDULE OF SEGMENT REPORTING Three Months Ended March 31, (000’s) Three Months Ended March 31, (000’s) Revenues (from external customers) BioSig $ 14 $ 5 ViralClear - - BioSig AI Sciences - - Revenues $ 14 $ 5 Three Months Ended March 31, (000’s) Three Months Ended March 31, (000’s) Operating Expenses: BioSig $ 3,407 $ 7,230 ViralClear 41 161 BioSig AI Sciences 3 - Operating Expenses $ 3,451 $ 7,391 Three Months Ended March 31, (000’s) Three Months Ended March 31, (000’s) Loss from Operations BioSig $ (3,391 ) $ (7,225 ) ViralClear (41 ) (161 ) BioSig AI Sciences (3 ) - Loss from Operations $ (3,437 ) $ (7,386 ) BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) March 31, (000’s) December 31, (000’s) Total Assets BioSig $ 821 $ 485 ViralClear (542 ) - BioSig AI Sciences 1,310 1,313 Total Assets $ 1,589 $ 1,798 | NOTE 13 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: SCHEDULE OF SEGMENT REPORTING Year Ended December 31, 2023 (000’s) Year Ended December 31, 2022 (000’s) Revenues (from external customers) BioSig $ 18 $ 286 ViralClear - - BioSig AI Sciences - - Revenues $ 18 $ 286 Year Ended December 31, 2023 (000’s) Year Ended December 31, 2022 (000’s) Operating Expenses: BioSig $ 29,238 $ 26,819 ViralClear (1,498 ) 672 BioSig AI Sciences 745 3 Operating Expenses $ 28,530 $ 27,494 Year Ended December 31, 2023 (000’s) Year Ended December 31, 2022 (000’s) (Loss) Income from Operations BioSig $ (29,265 ) $ (26,590 ) ViralClear 1,498 (672 ) BioSig AI Sciences (745 ) (3 ) (Loss) Income from Operations $ (28,512 ) $ (27,265 ) December 31, 2023 (000’s) December 31, 2022 (000’s) Total Assets BioSig $ 485 $ 4,051 ViralClear - 49 BioSig AI Sciences 1,313 10 Total Assets $ 1,798 $ 4,110 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 14 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, 2024 and December 31, 2023 was $ 20,000 and $ 30,000 , respectively. On March 1, 2024, the Company issued 500,000 shares of common stock to Frederick D Hrkac, Chief Executive Officer and Chairman of the Board of Directors in exchange for consulting services with a fair value of $ 352,550 , pursuant to a consulting agreement dated March 1, 2024. On March 7, 2024, the company issued a promissory note to a significant shareholder for $ 500,000 (See Note 8.) | NOTE 14 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 December 31, 2023 and 2022 was $ 30,000 and $ 120,000 , respectively. During the year ended December 31, 2023, the Company’s former Chief Financial Officer participated in the Company’s 2023 PIPES, acquiring 23,289 shares of the Company’s common stock and 11,645 warrants to acquire the Company’s common stock at an exercise price of $ 7.963 , expiring August 8, 2028 for an investment of $ 200,000 . On November 2, 2023, the Company appointed an independent board member as the new role of Executive Vice President. In connection with the appointment, the Company entered into a consulting agreement at a rate of $ 12,500 per month. In addition, on December 28, 2023, the Company granted an aggregate of 90,000 restricted stock units to the new Executive Vice President, vesting based on certain market conditions for services at a fair value of $ 426,780 and options to purchase 60,000 shares our common stock at an exercise price of $ 4.472 per share, vesting over six months at a fair value of $ 222,422 . During the year ended December 31, 2023 and 2022, the Company’s Chief former Financial Officer guaranteed issued corporate credit cards for no consideration. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15 SUBSEQUENT EVENTS On April 1, 2024, the Company granted 200,000 restricted stock units for shares of its common stock to employees, vesting in substantially equal monthly installments over one year. On April 1, 2024, the Company issued 41,667 shares of its common stock for vested restricted stock units. On April 16, 2024, the Company issued 278,000 shares of its common stock to consultants for services rendered valued at $ 419,780 . On May 1, 2024, the Company granted 200,000 restricted stock units for shares of its common stock to employees of which 150,000 shares were fully vested at the time of grant and 50,000 shares vest monthly over one year in substantially equal monthly installments. On May 1, 2024, the Company issued 58,333 shares of its common stock for vested restricted stock units. On May 1, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company sold to the Investors an aggregate of 783,406 shares of the Company’s common stock at a purchase price of $ 1.4605 per share, and warrants to purchase up to 391,703 shares of common stock at an exercise price of $ 1.398 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for aggregate consideration of $ 1,144,164 , including $ 634,999 in cash and $ 509,165 representing conversion of the principal balance of and accrued interest on the previously issued related party note payable. The note was not convertible by its terms, but the holder has agreed to convert it into shares of common stock and warrants under the Purchase Agreement as described above. (See Note 9). | NOTE 17 SUBSEQUENT EVENTS Notices of Delisting On March 5, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company has not regained compliance with Listing Rule 5550(a)(2) because the Company’s common stock did not meet the minimum bid price of $ 1.00 per share required for continued listing on The Nasdaq Capital Market, and the Company is not eligible for a second 180 day cure period under Rule 5810(c)(3)(A)(2) because the Company does not comply with the $ 5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market, and that accordingly, Nasdaq would delist the Company’s common stock unless the Company requested an appeal of this determination. On March 11, 2024, the Company submitted a request for a hearing before the Nasdaq Hearings Panel to appeal the Staff’s delisting determination. On March 12, 2024, the Company received a letter from the Staff stating that based upon the Staff’s review of the Company and pursuant to Listing Rule 5101, the Staff believes that the Company no longer has an operating business and is a “public shell,” and that the continued listing of its securities is no longer warranted, in view of work force reductions and resignations of members of the board of directors and officers (see below). The letter further stated that the Company no longer meets the requirement of Rule 5550(b)(2) to maintain a minimum Market Value of Listed Securities of $ 35 million, if none of the other standards set forth in Rule 5550(b) is met. The Staff stated that the foregoing matters serve as an additional basis for delisting the Company’s common stock from The Nasdaq Stock Market, and that the Hearings Panel will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. The Company intends also to appeal the foregoing determinations. The requested hearing before the Hearings Panel will be held on May 7, 2024. Lack of funding, workforce reductions, resignations of members of the Company’s board of directors and certain officers On January 28, 2024 and February 20, 2024, management of the Company commenced a workforce reduction intended to reduce significantly the annual cash burn which was completed as of February 20, 2024. The workforce reduction consisted of the departure of sixteen employees, effective as of January 31, 2024 and included the departure of John Sieckhaus, the Company’s Chief Operating Officer, and Gray Fleming, the Company’s Chief Commercial Officer and twenty six employees effective February 20, 2024. The effect of the workforce reductions had significantly reduce operations in the short-term. On February 15, 2024, Steve Buhaly resigned from his position as the Chief Financial Officer of the Company effective as of the same date. On February 19, 2024, David Weild IV, Donald E. Foley, Patrick J. Gallagher and James J. Barry, resigned from their positions as directors of the Company, effective as of the same date. On February 20, 2024, James L. Klein and Frederick D. Hrkac resigned from their positions as directors of the Company, effective as of the same date. On February 20, 2024 due to lack of funding, the company had laid off the entire workforce except for the CEO. On February 27, 2024, the company re-appointed Frederick D. Hrkac as a director and the president and principal executive officer. Additionally, on February 27, 2024, Kenneth L. Londoner resigned from his positions as director, executive chairman and chief executive officer of the Company and from any and all committees, offices, appointments, designations, responsibilities or other capacities related to the Company or any of its subsidiaries, effective as of the same date. Currently, the Company has 4 employees and 4 key consultants. Dependent upon funding, Mr. Hrkac would plan on hiring a team of 4-6 persons to execute the business development strategy of finding partners for the commercialization of PURE EP, develop new products in the field of Pulse Field Ablation and to continue to integrate PURE EP into today’s lab equipment. Issuance of debt On March 7, 2024, the Company issued a promissory note to an investor and related party (10% plus shareholder) for $ 500,000 . The Company designated its 12 % note due 2026, in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The note is due March 7, 2026 . The Company promises to pay interest in cash on the unpaid principal amount of this note at a rate per annum equal to twelve percent ( 12 %), commencing to accrue on the date hereof and payable on the maturity date or earlier prepayment as provided therein. The Note contains customary events of default. The Company may prepay all or any portion of the principal amount of the Note at any time or from time to time without penalty. Equity transactions On January 12, 2024, 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 260,720 shares of the Company’s common stock and warrants to purchase up to 130,363 shares of common stock, at a purchase price of $ 3.989 per share and a warrant to purchase one-half of a share. The warrants have an exercise price of $ 3.364 per share, will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance. The gross proceeds from this offering were $ 1,040,000 . On January 4, 2024, the Company issued 250 shares of its common stock for vested restricted stock units. On February 5, 2024, the Company issued 76,744 shares of its common stock to former employees for services rendered, valued at $ 64,879 . In January 2024, the Company issued 77,500 shares of its common stock to consultants for services rendered, valued at $ 227,150 . In February 2024, the Company issued 1,250 shares of its common stock for vested restricted stock units. On March 1, 2024, the Company issued 1,600,000 shares of its common stock to an officer, an employee and key consultants for services rendered, valued at $ 1,093,810 . On March 1, 2024, the Company granted 500,000 shares of its common stock to a key consultant, vesting in substantially equal monthly installments over one year , for services rendered, valued at $ 352,550 . On March 1, 2024, the Company entered into three business development consulting agreements with an officer and key consultants, each for $ 10,000 per month and a three-month term. The Company may terminate upon giving consultant ten (10) days prior written notice. The Company may terminate immediately and without prior notice if consultant refuses to or is unable to perform the services or is in breach of any material provision of the agreement. On March 1, 2024, the Company entered into a one-year consulting agreement with a consultant to provide clinical development services for $ 16,667 per month. The Company may terminate upon giving consultant thirty (30) days prior written notice. The Company may terminate immediately and without prior notice if consultant refuses to or is unable to perform the services or is in breach of any material provision of the agreement. On March 15, 2024, the Company issued 100,000 shares of its common stock to a consultant for services rendered, valued at $ 53,020 . On April 1, 2024, the Company granted 200,000 shares of its common stock to employees, vesting in substantially equal monthly installments over one year . On April 1, 2024, the Company issued 41,667 shares of its common stock for vested restricted stock units. |
SERIES C 9% CONVERTIBLE PREFERR
SERIES C 9% CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SERIES C 9% CONVERTIBLE PREFERRED STOCK | NOTE 8 – SERIES C 9% CONVERTIBLE PREFERRED STOCK Series C 9% Convertible Preferred Stock On January 9, 2013, the Board of Directors authorized the issuance of up to 4,200 shares of 9% Series C Convertible Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock is entitled to preference over holders of junior stock upon liquidation in the amount of $ 1,000 plus any accrued and unpaid dividends; entitled to dividends as a preference to holders of junior stock at a rate of 9 % per annum of the stated value of $ 1,000 per share, payable quarterly beginning on September 30, 2013 and are cumulative. The holders of the Series C Preferred Stock vote together with the holders of our common stock on an as-converted basis but may not vote the Series C Preferred Stock in excess of the beneficial ownership limitation of the Series C Preferred Stock. The beneficial ownership limitation is 4.99 % of our then outstanding shares of common stock following such conversion or exercise, which may be increased to up to 9.99 % of our then outstanding shares of common stock following such conversion or exercise upon the request of an individual holder. The beneficial ownership limitation is determined on an individual holder basis, such that the as-converted number of shares of one holder is not included in the shares outstanding when calculating the limitation for a different holder. As a result of an amendment to the conversion price of our Series C Preferred Stock, the conversion price effective as of December 31, 2020 was $ 3.75 per share, subject to certain reset provisions. In 2021, the conversion price was reset from $ 3.75 per share to $ 2.27 per share and in 2022 reset to $ 0.25 per share. As such, the Company recorded a noncash deemed dividend of $ 209,682 during the year ended December 31, 2022. The Series C Preferred Stock contains triggering events which would, among other things, require redemption (i) in cash, at the greater of (a) 120% of the stated value of $1,000 or (b) the product of (I) the variable weighted average price of our common stock on the trading day immediately preceding the date of the triggering event and (II) the stated value divided by the then conversion price or (ii) in shares of our common stock, equal to a number of shares equal to the amount set forth in (i) above divided by 75%. As of December 31, 2023 and 2022, the aggregate stated value of our Series C Preferred Stock was $ 105,000 100,000 Series C Preferred Stock issued and outstanding totaled 105 as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, the Company has accrued $ 100,567 and $ 91,117 dividends payable on the Series C Preferred Stock. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 INCOME TAXES At December 31, 2023, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $ 160,926,000 , expiring in the year 2030, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2023, the Company has increased the valuation allowance by $ 7,739,000 from $ 47,679,000 to $ 55,418,000 . We have adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold is then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. The Company is required to file income tax returns in the U.S. Federal various State jurisdictions. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2017. The effective rate differs from the statutory rate of 26.9 % as of December 31, 2023 and 2022 due to the following: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2023 December 31, 2022 Statutory rate on pre-tax book loss 26.9 % 26.9 % Other 0 33.6 % Valuation allowance (26.9 )% (60.5 )% 0.00 % 0.00 % The Company’s deferred taxes as of December 31, 2023 and 2022 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Non-Current deferred tax asset: Net operating loss carry-forwards $ 43,329,000 $ 36,977,000 Stock based compensation 9,680,000 9,291,000 Research and development costs 2,409,000 1,411,000 Valuation allowance (55,418,000 ) (47,679,000 ) Net non-current deferred tax asset $ - $ - |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 16 FAIR VALUE MEASUREMENT The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The carrying value of the Company’s cash and cash equivalents, accounts payable and other current assets and liabilities approximate fair value because of their short-term maturity. As of December 31, 2023, and 2022, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures. As of December 31, 2023, and 2022, the Company did not have any derivative instruments that were designated as hedges. There were no derivative and warrant liabilities as of December 31, 2023 and 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Reverse Stock Split | Reverse Stock Split On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split. | Reverse Stock Split On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of these 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. | Use of Estimates The preparation of these 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 | Revenue Recognition The Company derives its revenue primarily from the sale of its medical device, the PURE EP™ System, and well as related support and maintenance services and software upgrade rentals 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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 Platform is delivered, installed, and accepted by the customer, our performance obligation is recognized. Support, maintenance, and software upgrade rentals 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 Platform 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 Platform 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. In 2023, the Company entered into a one-year lease for software upgrade. The Company accounts for the lease in accordance with 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, 2024 and 2023, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Three months ended March 31,2024: Balance at December 31, 2023 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2024 (000’s) Service revenue $ - $ 14 $ (14 ) $ - BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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 ) $ - The Company had one customer which accounts for 93 % and 100 % of our revenue in the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the Company had three customers representing 33.6 %, 30.8 % and 35.6 % of the outstanding accounts receivable and had three customers which accounts for approximately 62.3 %, 19.6 % and 18.0 % of our outstanding accounts receivable at December 31, 2023. The Company utilized one contract manufacturer for the manufacture and supply of the PURE EP Platform for the three months ended March 31, 2024 and 2023. | Revenue Recognition The Company derives its revenue primarily from the sale 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 Platform 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 Platform 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 Platform 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 year ended December 31, 2023 and 2022, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Year ended December 31, 2023: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at December 31, 2023 (000’s) Service revenue $ 5 $ 13 $ (18 ) $ - Year ended December 31, 2022: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at December 31, 2022 (000’s) Product revenue $ - $ 254 $ (254 ) $ - Service revenue 37 - (32 ) 5 Total $ 37 $ 254 $ (286 ) $ 5 The table below summarizes our deferred revenue as of December 31, 2023 and 2022: SCHEDULE OF DEFERRED REVENUE December 31, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 The Company had three customers which accounts for 48.1 %, 29.7 % and 22.2 % of our revenue in the year ended December 31, 2023 and three customers which accounts for approximately 44.4 %, 44.4 % and 11.2 % of our revenue in the year ended December 31, 2022. The Company had three customers which accounts for approximately 62.3 %, 19.6 % and 18.0 % of our outstanding accounts receivable at December 31, 2023 and 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 Platform for the year ended December 31, 2023 and 2022. |
Deferred Costs (Contract acquisition costs) | Deferred Costs (Contract acquisition costs) The Company capitalizes initial and renewal sales commissions in the period the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. As a practical expedient, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less. | Deferred Costs (Contract acquisition costs) The Company capitalizes initial and renewal sales commissions in the period the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. As a practical expedient, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less. |
Allowance for Doubtful Accounts | 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, 2024 and December 31, 2023. The Company believes that its reserve is adequate, however results may differ in future periods. For the three months ended March 31, 2024 and 2023, bad debt expense totaled $ 0 . | 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 December 31, 2023 and 2022. The Company believes that its reserve is adequate, however results may differ in future periods. For the year ended December 31, 2023 and 2022, bad debt expense totaled $ 0 . |
Concentrations of Credit Risk | 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, 2024 and December 31, 2023, deposits in excess of FDIC limits were $ 0.2 million and nil , respectively. | 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 December 31, 2023 and 2022, deposits in excess of FDIC limits were nil and $ 0.05 million, respectively. |
Fair Value of Financial Instruments | 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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. | 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. |
Prepaid Expenses and Vendor Deposits | Prepaid Expenses and Vendor Deposits Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments. | Prepaid Expenses and Vendor Deposits Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments. |
Leases (lessee) | 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 (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) | 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. | 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 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. | 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 : Other assets are comprised of the following: SCHEDULE OF OTHER ASSETS March 31, 2024 (000’s) December 31, 2023 (000’s) Security deposits 43 43 Trademarks 1 1 Total other assets $ 44 $ 44 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) | Other Assets : Other assets are comprised of the following: SCHEDULE OF OTHER ASSETS December 31, 2023 (000’s) December 31, 2022 (000’s) Security deposits 43 43 Trademarks 1 1 Total other assets $ 44 $ 44 |
Impairment of Long-lived Assets | 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. During the three months ended March 31, 2024, the Company re-assessed it’s carrying amounts of certain property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded the estimated undiscounted future cash flows. Accordingly, the Company recorded a $ 253 impairment charge to current operations. The Company did not recognize and record any impairments of long-lived assets used in operations during the three months ended March 31, 2023. | 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 year ended December 31, 2023 and 2022. |
Research and Development Costs | 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 $ 0.2 million and $ 1.1 million for the three months ended March 31, 2024 and 2023, respectively. | 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 $ 5.1 million and $ 5.8 million for the year ended December 31, 2023 and 2022, respectively. |
Net Income (loss) Per Common Share | 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, 2024 and 2023 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: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 Series C convertible preferred stock 376,170 51,499 Options to purchase common stock 543,479 461,616 Warrants to purchase common stock 2,878,734 886,779 Restricted stock units to acquire common stock 605,000 43,084 Totals 4,403,383 1,442,978 | 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 December 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: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2023 December 31, 2022 Series C convertible preferred stock 65,711 65,562 Options to purchase common stock 603,229 455,548 Warrants to purchase common stock 2,748,371 421,711 Restricted stock units to acquire common stock 163,250 23,958 Totals 3,580,561 966,779 |
Stock Based Compensation | 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) | 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 | 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. | 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 | 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, 2024 and 2023, the Company recorded amortization of $ 4,752 and $ 4,851 to current period operations, respectively. | 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 years ended December 31, 2023 and 2022, the Company recorded amortization of $ 19,106 and $ 19,006 to current period operations, respectively. |
Warranty | 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. | 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 | 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 13 – Segment Reporting). | 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 13 – Segment Reporting). |
Non-controlling Interest | Non-controlling Interest The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s subsidiaries, ViralClear and BioSig AI. 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 and BioSig AI is 69.08 % and 84.48 %; and the non-controlling stockholders’ interest is 30.92 % and 15.52 %, respectively as of March 31, 2024 and December 31, 2023. This is reflected in the consolidated statements of changes in equity. | Non-controlling Interest The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s subsidiaries, ViralClear and BioSig AI. 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 and BioSig AI is 69.08 % and 84.48 %; and the non-controlling stockholders’ interest is 30.92 % and 15.52 %, respectively as of December 31, 2023 and December 31, 2022. This is reflected in the consolidated statements of changes in equity. |
Warrants | 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) | 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 | Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, 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. | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses : Measurement of Credit Losses on Financial Instruments In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, 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. |
Principals of consolidation | Principals of consolidation The accompanying consolidated financial statements include the accounts of BioSig Technologies, Inc. and its majority owned subsidiary, ViralClear Pharmaceuticals, Inc., and wholly owned subsidiary, NeuroClear Technologies, Inc. herein collectively referred to as the “Company” or “BioSig”. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or leased under a sales-type lease. | |
Inventory | 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 at December 31, 2023 and 2022 was comprised of the following: SCHEDULE OF INVENTORY December 31, 2023 (000’s) December 31, 2022 (000’s) Finished goods $ 1,976 $ 1,477 Less: Inventory reserve (1,976 ) - Finished goods, net - 1,477 Finished goods-short term - 336 Finished goods-long term $ - $ 1,141 During the year ended December 31, 2023, the Company recorded an allowance for inventory for $ 1,976 due to age of underlying product. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS | A reconciliation of contract liabilities with customers for the three months ended March 31, 2024 and 2023, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Three months ended March 31,2024: Balance at December 31, 2023 (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at March 31, 2024 (000’s) Service revenue $ - $ 14 $ (14 ) $ - BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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 ) $ - | A reconciliation of contract liabilities with customers for the year ended December 31, 2023 and 2022, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Year ended December 31, 2023: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at December 31, 2023 (000’s) Service revenue $ 5 $ 13 $ (18 ) $ - Year ended December 31, 2022: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at December 31, 2022 (000’s) Product revenue $ - $ 254 $ (254 ) $ - Service revenue 37 - (32 ) 5 Total $ 37 $ 254 $ (286 ) $ 5 |
SCHEDULE OF OTHER ASSETS | Other assets are comprised of the following: SCHEDULE OF OTHER ASSETS March 31, 2024 (000’s) December 31, 2023 (000’s) Security deposits 43 43 Trademarks 1 1 Total other assets $ 44 $ 44 | Other assets are comprised of the following: SCHEDULE OF OTHER ASSETS December 31, 2023 (000’s) December 31, 2022 (000’s) Security deposits 43 43 Trademarks 1 1 Total other assets $ 44 $ 44 |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 Series C convertible preferred stock 376,170 51,499 Options to purchase common stock 543,479 461,616 Warrants to purchase common stock 2,878,734 886,779 Restricted stock units to acquire common stock 605,000 43,084 Totals 4,403,383 1,442,978 | Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2023 December 31, 2022 Series C convertible preferred stock 65,711 65,562 Options to purchase common stock 603,229 455,548 Warrants to purchase common stock 2,748,371 421,711 Restricted stock units to acquire common stock 163,250 23,958 Totals 3,580,561 966,779 |
SCHEDULE OF DEFERRED REVENUE | The table below summarizes our deferred revenue as of December 31, 2023 and 2022: SCHEDULE OF DEFERRED REVENUE December 31, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 | |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY December 31, 2023 (000’s) December 31, 2022 (000’s) Finished goods $ 1,976 $ 1,477 Less: Inventory reserve (1,976 ) - Finished goods, net - 1,477 Finished goods-short term - 336 Finished goods-long term $ - $ 1,141 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment as of March 31, 2024 and December 31, 2023 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 (000’s) December 31, 2023 (000’s) Computer equipment $ 531 $ 531 Furniture and fixtures 109 109 Manufacturing equipment - 372 Testing/Demo equipment 312 356 Leasehold improvements 84 84 Total 1,036 1,452 Less accumulated depreciation (854 ) (943 ) Property and equipment, net $ 182 $ 509 | Property and equipment as of December 31, 2023 and 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 (000’s) December 31, 2022 (000’s) Computer equipment $ 531 $ 397 Furniture and fixtures 109 109 Manufacturing equipment 372 372 Testing/Demo equipment 356 304 Leasehold improvements 84 84 Total 1,452 1,266 Less accumulated depreciation (943 ) (601 ) Property and equipment, net $ 509 $ 665 |
RIGHT TO USE ASSETS AND LEASE_2
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Right To Use Assets And Lease Liability | ||
SCHEDULE OF RIGHT TO USE ASSETS | Right to use assets is summarized below: SCHEDULE OF RIGHT TO USE ASSETS March 31, 2024 (000’s) December 31, 2023 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (660 ) (583 ) Right to use assets, net $ 335 $ 412 | Right to use assets is summarized below: SCHEDULE OF RIGHT TO USE ASSETS December 31, 2023 (000’s) December 31, 2022 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (583 ) (290 ) Right to use assets, net $ 412 $ 705 |
SCHEDULE OF LEASE LIABILITY | Lease liability is summarized below: SCHEDULE OF LEASE LIABILITY March 31, 2024 (000’s) December 31, 2023 (000’s) Total lease liability $ 368 $ 452 Less: short term portion (308 ) (349 ) Long term portion $ 60 $ 103 | Lease liability is summarized below: SCHEDULE OF LEASE LIABILITY December 31, 2023 (000’s) December 31, 2022 (000’s) Total lease liability $ 452 $ 765 Less: short term portion (349 ) (313 ) Long term portion $ 103 $ 452 |
SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS | Maturity analysis under these lease agreements are as follows (000’s): SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS Year ended December 31, 2024 278 Year ended December 31, 2025 106 Year ended December 31, 2025 Total 384 Less: Present value discount (16 ) Lease liability $ 368 | Maturity analysis under these lease agreements are as follows (000’s): SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS Year ended December 31, 2024 370 Year ended December 31, 2025 106 Total 476 Less: Present value discount (24 ) Lease liability $ 452 |
SCHEDULE OF LEASE EXPENSE | Lease expense for the three months ended March 31, 2024 and 2023 was comprised of the following: SCHEDULE OF LEASE EXPENSE March 31, 2024 (000’s) March 31, 2023 (000’s) Operating lease expense $ 77 $ 71 Short-term lease expense 7 6 Variable lease expense 8 15 Total $ 92 $ 92 | Lease expense for the year ended December 31, 2023 and 2022 was comprised of the following: SCHEDULE OF LEASE EXPENSE December 31, 2023 (000’s) December 31, 2022 (000’s) Operating lease expense $ 337 $ 373 Short-term lease expense 33 37 Variable lease expense 8 28 Total $ 378 $ 438 |
LEASE RECEIVABLES (Tables)
LEASE RECEIVABLES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Lease Receivables | ||
SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS | A reconciliation of lease receivables with customers for the three months ended March 31, 2024 and 2023 are presented below: SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS Three months ended March 31, 2024: Balance at December 31, 2023 (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, (000’s) Contract asset $ 120 $ - $ (30 ) $ - $ 4 $ 94 Less current portion (103 ) - (15 ) - (2 ) (90 ) Noncurrent portion $ 17 $ - $ (15 ) - $ 2 $ 4 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) 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, (000’s) Contract asset $ 221 $ - $ (30 ) $ - $ 4 $ 195 Less current portion (101 ) - - - - (101 ) Noncurrent portion $ 120 $ - $ (30 ) - $ 4 $ 94 | A reconciliation of lease receivables with customers for the year ended December 31, 2023 and 2022 are presented below: SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS Year ended December 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 December 31, (000’s) Contract asset $ 221 $ - $ (100 ) $ 3 $ 4 $ 120 Less current portion (101 ) - (2 ) - - (103 ) Noncurrent portion $ 120 $ - $ (102 ) 3 $ 4 $ 17 Year ended December 31, 2022: Balance at December 31, 2021 (000’s) Recognized in Revenue (000’s) Invoiced to Customer (000’s) Interest Earned (000’s) Unguaranteed Residual Assets (000’s) Balance at December 31, (000’s) Contract asset $ - $ 254 $ (39 ) $ 2 $ 4 $ 221 Less current portion - - - - - (120 ) Noncurrent portion $ - $ 254 $ (39 ) 2 $ 4 $ 101 |
SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT | Future cash flows under this lease agreement are as follows (000’s): SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT Year ended December 31, 2024 78 Year ended December 31, 2025 13 Year ended December 31, 2025 Present value of unguaranteed residual assets 4 Total 95 Less: Present value discount (1 ) Net investment in leases $ 94 | Future cash flows under this lease agreement are as follows (000’s): SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT Year ended December 31, 2024 104 Year ended December 31, 2025 13 Present value of unguaranteed residual assets 4 Total 121 Less: Present value discount (1 ) Net investment in leases $ 120 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE | Accounts payable and accrued expenses at March 31, 2024 and December 31, 2023 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE March 31, 2024 (000’s) December 31, 2023 (000’s) Accrued accounting and legal $ 1,608 $ 1,277 Accrued reimbursements and travel 9 9 Accrued consulting 682 804 Accrued research and development expenses 812 802 Accrued marketing 334 333 Accrued office and other 704 290 Accrued payroll 672 601 Accrued settlement related to arbitration Accounts payable and accrued expenses $ 4,821 $ 4,116 | Accounts payable and accrued expenses at December 31, 2023 and 2022 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE December 31, 2023 (000’s) December 31, 2022 (000’s) Accrued accounting and legal $ 1,277 $ 646 Accrued reimbursements and travel 9 33 Accrued consulting 804 546 Accrued research and development expenses 802 625 Accrued marketing 333 256 Accrued office and other 290 220 Accrued payroll 601 513 Accrued settlement related to arbitration - 13 Accounts payable and accrued expenses $ 4,116 $ 2,852 |
OPTIONS, RESTRICTED STOCK UNI_2
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
SCHEDULE OF STOCK OPTIONS | The following table presents information related to stock options at March 31, 2024: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 9.99 103,610 6.2 69,762 10.00 - 19.99 174,150 3.4 76,216 20.00 - 29.99 85,538 0.1 76,757 30.00 - 39.99 32,748 0.1 32,748 40.00 - 49.99 79,842 0.6 79,631 50.00 - 59.99 14,414 0.1 14,414 60.00 - 69.99 33,405 0.7 33,405 70.00 - 79.99 15,772 0.8 15,772 Over 79.99 4,000 0.1 4,000 543,479 2.5 402,705 | 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 |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the stock option activity and related information for the Plan for the three months ended March 31, 2024 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, 2024 603,229 $ 25.67 6.7 $ - Forfeited/expired (59,750 ) $ 20.92 Outstanding at March 31, 2024 543,479 $ 26.19 2.5 $ - Exercisable at March 31, 2024 402,705 $ 31.12 1.8 $ - | 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 |
SCHEDULE OF INFORMATION RELATED TO WARRANTS | The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at March 31, 2024: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 3.364 130,363 July 2029 $ 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 2,878,734 | 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 |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for three months ended March 31, 2024 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2024 2,748,371 $ 7.40 3.7 $ 1,717,104 Issued 130,363 $ 3.36 5.3 - Outstanding at March 31, 2024 2,878,734 $ 7.21 3.6 $ - Vested and expected to vest at March 31, 2024 2,878,734 $ 7.21 3.6 $ - Exercisable at March 31, 2024 2,683,389 $ 7.46 3.4 $ - | 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 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following table summarizes the restricted stock activity for the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares issued as of January 1, 2024 163,250 Granted 500,000 Vested and issued (1,500 ) Forfeited (56,750 ) Total 605,000 Comprised of: Vested restricted shares as of March 31, 2024 12,500 Unvested restricted shares as of March 31, 2024 592,500 | 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 |
SCHEDULE OF FAIR VALUE OF OPTIONS | 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 % to 4.06 % Dividend yield 0 % 0 % Stock price volatility 94.44 % to 102.70 % 83.83 % to 99.29 % Expected life 5 – 6 years 5 - 10 years Weighted average grant date fair value $ 7.72 $ 8.00 The following assumptions were used in determining the change in fair value of the modified options at March 16, 2022: Risk-free interest rate 0.44 % - 1.95 % Dividend yield 0 % Stock price volatility 83.86 % Expected life 0.25 – 2 years | |
Viral Clear Plan [Member] | ||
SCHEDULE OF STOCK OPTION ACTIVITY | 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 | |
BioSig AI Sciences, Inc. [Member] | ||
SCHEDULE OF INFORMATION RELATED TO WARRANTS | The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at March 31, 2024: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 1.00 130,500 June-July 2028 | 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 |
SCHEDULE OF WARRANT ACTIVITY | 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 | |
ViralClear Pharmaceuticals, Inc. [Member] | ||
SCHEDULE OF STOCK OPTIONS | The following table presents information related to stock options at March 31, 2024: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 0.25 25,000 | |
SCHEDULE OF INFORMATION RELATED TO WARRANTS | The following table presents information related to warrants (ViralClear) at March 31, 2024: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 5.00 473,772 November 2027 10.00 6,575 May 2025 480,347 | 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 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following table summarizes the restricted stock activity for the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares outstanding at January 1, 2024: 1,078,679 Forfeited (240,000 ) Total restricted shares outstanding at March 31, 2024: 838,679 Comprised of: Vested restricted shares as of March 31, 2024 678,679 Unvested restricted shares as of March 31, 2024 160,000 Total 838,679 | 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 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | ||
SCHEDULE OF NON-CONTROLLING INTEREST | Net loss attributable to the non-controlling interest for the three months ended March 31, 2024 (000’s): SCHEDULE OF NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net loss $ (41 ) $ (3 ) $ (44 ) Average Non-Controlling interest percentage of losses 32 % - % 30 % Net loss attributable to non-controlling interest $ (13 ) $ (0 ) $ (13 ) Net loss attributable to the non-controlling interest for the three months ended March 31, 2023 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net loss $ (161 ) $ - $ (161 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (50 ) $ - $ (50 ) | Net income (loss) attributable to the non-controlling interest for the year ended December 31, 2023 (000’s): SCHEDULE OF NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net income (loss) $ 1,498 $ (745 ) $ 753 Average Non-Controlling interest percentage of profit/losses 31 % 15 % 47 % Net income (loss) attributable to non-controlling interest $ 463 $ (112 ) $ 351 Net loss attributable to the non-controlling interest for the year ended December 31, 2022 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net Loss $ (671 ) $ (3 ) $ (674 ) Net income (loss) $ (671 ) $ (3 ) $ (674 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (210 ) $ 0 $ (210 ) |
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST | The following table summarizes the changes in non-controlling interest for the three months ended March 31, 2024 (000’s): SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Balance, January 1, 2024 $ (158 ) $ 184 $ 26 Net loss attributable to non-controlling interest (13 ) - (13 ) Balance, March 31, 2024 $ (171 ) $ 184 $ 13 | The following table summarizes the changes in non-controlling interest for the two years ended December 31, 2023 (000’s): SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Balance, January 1, 2022 $ 219 $ - $ 219 Allocation of equity to non-controlling interest for settlement of shares issued to settle debt to parent 292 - 292 Allocation of equity to non-controlling interest to equity-based compensation issued (322 ) - (322 ) Net loss attributable to non-controlling interest (210 ) - (210 ) Balance, January 1, 2023 $ (21 ) $ - $ (21 ) Allocation of equity to non-controlling interest due to sale of subsidiary stock - 296 296 Allocation of equity to non-controlling interest due to equity-based compensation issued (600 ) - (600 ) Net income (loss) attributable to non-controlling interest 463 (112 ) 351 Balance, December 31, 2023 $ (158 ) $ 184 $ 26 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Segment Reporting [Abstract] | ||
SCHEDULE OF SEGMENT REPORTING | Information concerning the operations of the Company’s reportable segments is as follows: SCHEDULE OF SEGMENT REPORTING Three Months Ended March 31, (000’s) Three Months Ended March 31, (000’s) Revenues (from external customers) BioSig $ 14 $ 5 ViralClear - - BioSig AI Sciences - - Revenues $ 14 $ 5 Three Months Ended March 31, (000’s) Three Months Ended March 31, (000’s) Operating Expenses: BioSig $ 3,407 $ 7,230 ViralClear 41 161 BioSig AI Sciences 3 - Operating Expenses $ 3,451 $ 7,391 Three Months Ended March 31, (000’s) Three Months Ended March 31, (000’s) Loss from Operations BioSig $ (3,391 ) $ (7,225 ) ViralClear (41 ) (161 ) BioSig AI Sciences (3 ) - Loss from Operations $ (3,437 ) $ (7,386 ) BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024 (unaudited) March 31, (000’s) December 31, (000’s) Total Assets BioSig $ 821 $ 485 ViralClear (542 ) - BioSig AI Sciences 1,310 1,313 Total Assets $ 1,589 $ 1,798 | Information concerning the operations of the Company’s reportable segments is as follows: SCHEDULE OF SEGMENT REPORTING Year Ended December 31, 2023 (000’s) Year Ended December 31, 2022 (000’s) Revenues (from external customers) BioSig $ 18 $ 286 ViralClear - - BioSig AI Sciences - - Revenues $ 18 $ 286 Year Ended December 31, 2023 (000’s) Year Ended December 31, 2022 (000’s) Operating Expenses: BioSig $ 29,238 $ 26,819 ViralClear (1,498 ) 672 BioSig AI Sciences 745 3 Operating Expenses $ 28,530 $ 27,494 Year Ended December 31, 2023 (000’s) Year Ended December 31, 2022 (000’s) (Loss) Income from Operations BioSig $ (29,265 ) $ (26,590 ) ViralClear 1,498 (672 ) BioSig AI Sciences (745 ) (3 ) (Loss) Income from Operations $ (28,512 ) $ (27,265 ) December 31, 2023 (000’s) December 31, 2022 (000’s) Total Assets BioSig $ 485 $ 4,051 ViralClear - 49 BioSig AI Sciences 1,313 10 Total Assets $ 1,798 $ 4,110 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | The effective rate differs from the statutory rate of 26.9 % as of December 31, 2023 and 2022 due to the following: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2023 December 31, 2022 Statutory rate on pre-tax book loss 26.9 % 26.9 % Other 0 33.6 % Valuation allowance (26.9 )% (60.5 )% 0.00 % 0.00 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The Company’s deferred taxes as of December 31, 2023 and 2022 consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Non-Current deferred tax asset: Net operating loss carry-forwards $ 43,329,000 $ 36,977,000 Stock based compensation 9,680,000 9,291,000 Research and development costs 2,409,000 1,411,000 Valuation allowance (55,418,000 ) (47,679,000 ) Net non-current deferred tax asset $ - $ - |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 05, 2024 | Feb. 20, 2024 | Jan. 28, 2024 | Jul. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | May 12, 2024 | Mar. 12, 2024 | Sep. 30, 2023 | |
Stock issued during period, values, new issues | $ 60,000 | $ 2,070,000 | |||||||||||
Share price | $ 1 | $ 0.661 | $ 4.75 | ||||||||||
Proceeds from sale of common stock | $ 5,000,000 | $ 1,040,000 | $ 6,748,000 | $ 15,301,000 | $ 8,283,000 | ||||||||
Market value of listed securities | $ 35,000,000 | $ 35,000,000 | |||||||||||
Stockholders equity, other shares | 894,869 | 894,869 | |||||||||||
BioSig AI Sciences, Inc. [Member] | |||||||||||||
Stock issued during period, shares, new issues | 2,205,000 | ||||||||||||
Proceeds from sale of common stock | $ 1,971,277 | ||||||||||||
Minimum [Member] | |||||||||||||
Share price | $ 1 | ||||||||||||
Workforce Reduction [Membmer] | |||||||||||||
Stock issued during period, shares, new issues | 85,244 | 85,244 | |||||||||||
Stock issued during period, values, new issues | $ 72,065 | $ 72,065 | |||||||||||
Viral Clear[Member] | |||||||||||||
Equity method investment, ownership percentage | 69.08% | 69.08% | 69.08% | ||||||||||
BioSig AI Sciences, Inc. [Member] | |||||||||||||
Equity method investment, ownership percentage | 84.50% | 84.50% | 84.50% | ||||||||||
Viral Clear[Member] | |||||||||||||
Stock issued during period, shares, new issues | 1,965,240 | 1,965,240 | |||||||||||
Stock issued during period, values, new issues | $ 15,600,000 | $ 15,600,000 | |||||||||||
Shares issued for acquisition | 894,869 | 894,869 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 416 | $ 190 | $ 357 | |
Working capital deficit | 4,500 | 4,100 | ||
Net Cash Provided by (Used in) Operating Activities | (1,314) | $ (5,648) | (17,313) | (21,705) |
Cash | 200 | |||
Net cash in operating activities | $ 1,314 | $ 5,648 | $ 17,313 | $ 21,705 |
SCHEDULE OF RECONCILIATION OF C
SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Contract with customer, liability | $ 37 | |||
Consideration received | 254 | |||
Recognized in revenue | (286) | |||
Contract with customer, liability | 5 | |||
Service [Member] | ||||
Product Information [Line Items] | ||||
Contract with customer, liability | $ 5 | $ 5 | 37 | |
Consideration received | 14 | 13 | ||
Recognized in revenue | (14) | (5) | (18) | (32) |
Contract with customer, liability | 5 | |||
Product [Member] | ||||
Product Information [Line Items] | ||||
Contract with customer, liability | ||||
Consideration received | 254 | |||
Recognized in revenue | (254) | |||
Contract with customer, liability |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | |||
Security deposits | $ 43 | $ 43 | $ 43 |
Trademarks | 1 | 1 | 1 |
Total other assets | $ 44 | $ 44 | $ 44 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Totals | 4,403,383 | 1,442,978 | 3,580,561 | 966,779 |
Share-Based Payment Arrangement, Option [Member] | ||||
Totals | 543,479 | 461,616 | 603,229 | 455,548 |
Warrant [Member] | ||||
Totals | 2,878,734 | 886,779 | 2,748,371 | 421,711 |
Restricted Stock [Member] | ||||
Totals | 605,000 | 43,084 | 163,250 | 23,958 |
Series C Preferred Stock [Member] | ||||
Totals | 376,170 | 51,499 | 65,711 | 65,562 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jul. 31, 2023 | |
Product Information [Line Items] | |||||||
Reverse stock split | 1-for-10 reverse stock split | ||||||
Operating leases, rent expense | $ 4,333 | ||||||
Term of contract | 30 months | ||||||
Lessee, Operating Lease, Renewal Term | 1 year | ||||||
Lessor sales type lease discount rate | 2% | 2% | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | |||||
Allowance for doubtful accounts | 0 | $ 0 | 0 | $ 0 | |||
Cash, uninsured amount | 200,000 | ||||||
Impairment of long-lived assets | 253 | ||||||
Research and development | 238,000 | 1,062,000 | 5,092,000 | 5,821,000 | |||
Amortization | $ 4,752 | $ 4,851 | 19,106 | 19,006 | |||
Operating leases, rent expense | $ 4,333 | ||||||
Allowance for inventory | $ 1,976 | ||||||
Subsequent Event [Member] | |||||||
Product Information [Line Items] | |||||||
Reverse stock split | 1-for-10 reverse stock split | ||||||
ViralClear Pharmaceuticals, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Subsidiary, ownership percentage, noncontrolling owner | 30.92% | 30.92% | |||||
BioSig AI Sciences, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Subsidiary, ownership percentage, noncontrolling owner | 15.52% | 15.52% | |||||
Viral Clear[Member] | |||||||
Product Information [Line Items] | |||||||
Subsidiary, ownership percentage, noncontrolling owner | 30.92% | 15.52% | |||||
Subsidiary, ownership percentage, parent | 69.08% | ||||||
BioSig AI Sciences, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Subsidiary, ownership percentage, parent | 84.48% | 84.50% | |||||
ViralClear Pharmaceuticals, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Non-controlling interest rate | 69.08% | 69.08% | 69.08% | ||||
BioSig AI Sciences, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Non-controlling interest rate | 84.48% | 84.48% | 100% | ||||
Patents [Member] | |||||||
Product Information [Line Items] | |||||||
Finite-lived intangible asset, useful life | 20 years | 20 years | |||||
Minimum [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 3 years | 3 years | |||||
Maximum [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | 5 years | |||||
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 93% | 100% | |||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 48.10% | 44.40% | |||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 33.60% | 62.30% | 52.20% | ||||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 29.70% | 44.40% | |||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 30.80% | 19.60% | 47.80% | ||||
Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 22.20% | 11.20% | |||||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 35.60% | 18% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Total | $ 1,036 | $ 1,452 | $ 1,266 |
Less accumulated depreciation | (854) | (943) | (601) |
Property and equipment, net | 182 | 509 | 665 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 531 | 531 | 397 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 109 | 109 | 109 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 372 | 372 | |
Testing and Demo Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | 312 | 356 | 304 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 84 | $ 84 | $ 84 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Impairment of intangible assets | $ 253,411 | |||
Depreciation | $ 73,376 | $ 79,468 | $ 342,028 | $ 273,915 |
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | 3 years | ||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | 5 years |
SCHEDULE OF RIGHT TO USE ASSETS
SCHEDULE OF RIGHT TO USE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Right To Use Assets And Lease Liability | |||
Right to use asset | $ 995 | $ 995 | $ 995 |
Less accumulated amortization | (660) | (583) | (290) |
Right to use assets, net | $ 335 | $ 412 | $ 705 |
SCHEDULE OF LEASE LIABILITY (De
SCHEDULE OF LEASE LIABILITY (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Right To Use Assets And Lease Liability | |||
Total lease liability | $ 368 | $ 452 | $ 765 |
Less: short term portion | (308) | (349) | (313) |
Long term portion | $ 60 | $ 103 | $ 452 |
SCHEDULE OF MATURITY ANALYSIS U
SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Right To Use Assets And Lease Liability | |||
Year ended December 31, 2024 | $ 278 | ||
Year ended December 31, 2024 | 106 | $ 370 | |
Year ended December 31, 2025 | 106 | ||
Total | 384 | 476 | |
Less: Present value discount | (16) | (24) | |
Lease liability | $ 368 | $ 452 | $ 765 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Right To Use Assets And Lease Liability | ||||
Operating lease expense | $ 77 | $ 71 | $ 337 | $ 373 |
Short-term lease expense | 7 | 6 | 33 | 37 |
Variable lease expense | 8 | 15 | 8 | 28 |
Total | $ 92 | $ 92 | $ 378 | $ 438 |
RIGHT TO USE ASSETS AND LEASE_3
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) Integer | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Integer | Dec. 31, 2022 USD ($) | |
Number of leases | Integer | 2 | 2 | ||
Operating lease, expense | $ 91,889 | $ 92,081 | $ 378,263 | $ 438,129 |
Minimum [Member] | Building [Member] | ||||
Operating lease, expense | $ 30,544 | $ 29,995 | $ 28,951 |
SCHEDULE OF RECONCILIATION OF L
SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance, contract asset | $ 120 | $ 221 | $ 221 | |
Recognized in Revenue, non current portion | 254 | |||
Invoiced to Customer, non current portion | (30) | (30) | (100) | (39) |
Interest Earned, non current portion | 3 | 2 | ||
Unguaranteed Residual Assets, non current portion | 4 | 4 | 4 | 4 |
Balance, contract asset | 94 | 195 | 120 | 221 |
Balance, current portion | (120) | (221) | (221) | |
Invoiced to Customer, current portion | 30 | 30 | 100 | 39 |
Balance, current portion | (94) | (195) | (120) | (221) |
Balance, current portion | (17) | (120) | (120) | |
Balance, current portion | (4) | (17) | (120) | |
Balance, non current portion | 103 | 101 | 101 | |
Balance, non current portion | 90 | 103 | 101 | |
Other Current Assets [Member] | ||||
Recognized in Revenue, non current portion | ||||
Invoiced to Customer, non current portion | (15) | 2 | ||
Interest Earned, non current portion | ||||
Invoiced to Customer, current portion | 15 | (2) | ||
Other Noncurrent Assets [Member] | ||||
Recognized in Revenue, non current portion | 254 | |||
Invoiced to Customer, non current portion | (15) | (30) | (102) | (39) |
Interest Earned, non current portion | 3 | 2 | ||
Invoiced to Customer, current portion | 15 | 30 | 102 | 39 |
Other Current Assets [Member] | ||||
Balance, contract asset | 103 | 101 | 101 | |
Unguaranteed Residual Assets, non current portion | 2 | |||
Balance, contract asset | 90 | 101 | 103 | 101 |
Balance, current portion | (103) | (101) | (101) | |
Balance, current portion | (90) | (101) | (103) | (101) |
Balance, current portion | (120) | (120) | ||
Balance, current portion | (120) | |||
Other Noncurrent Assets [Member] | ||||
Balance, contract asset | 17 | 120 | 120 | |
Unguaranteed Residual Assets, non current portion | 2 | 4 | 4 | 4 |
Balance, contract asset | 4 | 94 | 17 | 120 |
Balance, current portion | (17) | (120) | (120) | |
Balance, current portion | $ (4) | (94) | (17) | (120) |
Balance, non current portion | $ 101 | $ 101 | ||
Balance, non current portion | $ 101 |
SCHEDULE OF FUTURE CASH FLOWS U
SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Lease Receivables | |||||
Year ended December 31, 2024 | $ 78 | ||||
Year ended December 31, 2024 | 13 | $ 104 | |||
Year ended December 31, 2025 | 13 | ||||
Present value of unguaranteed residual assets | 4 | 4 | $ 4 | $ 4 | |
Total | 95 | 121 | |||
Less: Present value discount | (1) | (1) | |||
Net investment in leases | $ 94 | $ 120 | $ 195 | $ 221 |
LEASE RECEIVABLES (Details Narr
LEASE RECEIVABLES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | |
Lease Receivables | ||||
Operating lease, expense | $ 4,333 | |||
Operating lease, term of contract | 30 months | |||
Operating lease, renewal term | 1 year | |||
Discount rate | 2% | 2% | ||
Unguaranteed residual assets | $ 4,000 | $ 4,000 | $ 4,000 | $ 4,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Accrued accounting and legal | $ 1,608 | $ 1,277 | $ 646 |
Accrued reimbursements and travel | 9 | 9 | 33 |
Accrued consulting | 682 | 804 | 546 |
Accrued research and development expenses | 812 | 802 | 625 |
Accrued marketing | 334 | 333 | 256 |
Accrued office and other | 704 | 290 | 220 |
Accrued payroll | 672 | 601 | 513 |
Accrued settlement related to arbitration | 13 | ||
Accounts payable and accrued expenses | $ 4,821 | $ 4,116 | $ 2,852 |
NOTE PAYABLE-RELATED PARTY (Det
NOTE PAYABLE-RELATED PARTY (Details Narrative) - Promissory Note [Member] | Mar. 07, 2024 USD ($) |
Short-Term Debt [Line Items] | |
Notes payable | $ 500,000 |
Due date | Mar. 07, 2026 |
Interest rate | 12% |
STOCKHOLDER EQUITY (Details Nar
STOCKHOLDER EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
May 01, 2024 | Apr. 01, 2024 | Mar. 05, 2024 | Jan. 31, 2024 | Jan. 12, 2024 | Jan. 04, 2024 | Dec. 28, 2023 | Nov. 08, 2023 | Sep. 25, 2023 | Sep. 15, 2023 | Aug. 18, 2023 | Aug. 15, 2023 | Jun. 26, 2023 | Mar. 27, 2023 | Dec. 27, 2022 | Dec. 21, 2022 | Nov. 18, 2022 | Nov. 03, 2022 | Oct. 19, 2022 | Jun. 24, 2022 | May 17, 2022 | Mar. 21, 2022 | Feb. 28, 2024 | Sep. 06, 2023 | Jul. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Nov. 29, 2022 | Jul. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 21, 2023 | Jul. 19, 2023 | Nov. 04, 2022 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Deemed dividend | $ 132,931 | |||||||||||||||||||||||||||||||||||||
Reverse stock split | 1-for-10 reverse stock split | |||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Common stock, shares issued | 11,165,007 | 9,040,043 | 5,505,068 | |||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 11,165,007 | 9,040,043 | 5,505,068 | |||||||||||||||||||||||||||||||||||
Number of shares issued for services | 26,000 | |||||||||||||||||||||||||||||||||||||
Issuance for services, values | $ 190,920 | $ 301,600 | $ 1,251,000 | $ 1,097,000 | $ 7,617,000 | $ 2,109,000 | ||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 60,000 | $ 2,070,000 | ||||||||||||||||||||||||||||||||||||
Number of securities called by warrants or rights | 77,405 | 126,385 | 32,727 | |||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 14 | $ 7.21 | $ 7.85 | $ 7.40 | $ 2.50 | $ 2.50 | ||||||||||||||||||||||||||||||||
Conversion of convertible securities, shares | 87,300 | |||||||||||||||||||||||||||||||||||||
Conversion of convertible securities, values | $ 218,250 | $ 218,000 | $ 218,000 | |||||||||||||||||||||||||||||||||||
Warrants exercisable term | 10 years | 10 years | 6 months | |||||||||||||||||||||||||||||||||||
Payments of stock issuance costs | 482,000 | $ 1,067,000 | 528,000 | |||||||||||||||||||||||||||||||||||
Share price | $ 1 | $ 0.661 | $ 4.75 | |||||||||||||||||||||||||||||||||||
Value of shares issued | 1,060,740 | |||||||||||||||||||||||||||||||||||||
Share based compensation | $ (190,000) | 1,052,000 | $ 230,000 | |||||||||||||||||||||||||||||||||||
Deferred offering costs | 2,200,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 5,000,000 | $ 1,040,000 | $ 6,748,000 | $ 15,301,000 | $ 8,283,000 | |||||||||||||||||||||||||||||||||
BioSig AI Sciences, Inc. [Member] | ||||||||||||||||||||||||||||||||||||||
Ownership percentage | 84.50% | 84.48% | ||||||||||||||||||||||||||||||||||||
Cantor Fitzgerald And Co [Member] | Controlled Equity Offering Sales Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 21,881 | |||||||||||||||||||||||||||||||||||||
Consideration received after transactional costs | $ 120,430 | |||||||||||||||||||||||||||||||||||||
Percentage of commission pay to sales agent or principal. | 3% | |||||||||||||||||||||||||||||||||||||
Net deficit | $ 899 | |||||||||||||||||||||||||||||||||||||
Ascendiant Capital Markets L L C [Member] | ||||||||||||||||||||||||||||||||||||||
Percentage of commission pay to sales agent or principal. | 3% | |||||||||||||||||||||||||||||||||||||
Ascendiant Capital Markets L L C [Member] | At The Market Issuance Sales Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 28,911 | |||||||||||||||||||||||||||||||||||||
Consideration received after transactional costs | $ 70,806 | |||||||||||||||||||||||||||||||||||||
Net deficit | $ 60,876 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 30,000,000 | |||||||||||||||||||||||||||||||||||||
BioSig AI Sciences, Inc. [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,205,000 | |||||||||||||||||||||||||||||||||||||
Number of securities called by warrants or rights | 130,500 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 1 | |||||||||||||||||||||||||||||||||||||
Shares issued per share | $ 1 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 1,971,277 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,971,277 | |||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 783,406 | 216,162 | 354,152 | 261,313 | ||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 1.398 | $ 4.50 | $ 14 | |||||||||||||||||||||||||||||||||||
Shares issued per share | $ 1.4605 | $ 5.10 | $ 4.10 | $ 11.50 | ||||||||||||||||||||||||||||||||||
Warrants exercisable term | 6 months | 6 months | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 1,144,164 | $ 1,050,960 | $ 1,411,775 | $ 3,005,000 | ||||||||||||||||||||||||||||||||||
Payments of stock issuance costs | $ 47,132 | $ 40,225 | $ 5,000 | |||||||||||||||||||||||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 434,168 | |||||||||||||||||||||||||||||||||||||
Shares issued per share | $ 7.50 | |||||||||||||||||||||||||||||||||||||
Class of warrant or rights granted | 21,709 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 2,818,000 | |||||||||||||||||||||||||||||||||||||
Warrant or right, reason for issuance, description | an aggregate 21,709 shares of common stock, or 5% of the number of common stock sold in the offering | |||||||||||||||||||||||||||||||||||||
Sales Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 308,491 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 2,069,582 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 30,000,000 | |||||||||||||||||||||||||||||||||||||
Payments of stock issuance costs | $ 121,926 | |||||||||||||||||||||||||||||||||||||
Share price | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||
Commission rate | 2.50% | |||||||||||||||||||||||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,613,906 | |||||||||||||||||||||||||||||||||||||
Shares issued per share | $ 8.7571 | |||||||||||||||||||||||||||||||||||||
Warrants exercisable term | 6 months | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 13,140,441 | |||||||||||||||||||||||||||||||||||||
Net transactional expenses | $ 727,333.44 | |||||||||||||||||||||||||||||||||||||
Accounts Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Common stock issued in settlement of debt, shares | 23,864 | |||||||||||||||||||||||||||||||||||||
Common stock issued in settlement of debt, values | $ 105,000 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Reverse stock split | 1-for-10 reverse stock split | |||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares sold | 260,720 | |||||||||||||||||||||||||||||||||||||
Number of securities called by warrants or rights | 130,363 | 130,363 | 2,206,367 | 369,393 | ||||||||||||||||||||||||||||||||||
Purchase price, warrant | $ 3.989 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 3.364 | $ 3.364 | $ 10.90 | |||||||||||||||||||||||||||||||||||
Consideration received after transactional costs | $ 1,040,000 | |||||||||||||||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||||||||
Number of securities called by warrants or rights | 806,981 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 8.1324 | |||||||||||||||||||||||||||||||||||||
Investor [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares sold | 260,720 | |||||||||||||||||||||||||||||||||||||
Number of securities called by warrants or rights | 130,363 | |||||||||||||||||||||||||||||||||||||
Purchase price, warrant | $ 3.989 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 3.364 | |||||||||||||||||||||||||||||||||||||
Consideration received after transactional costs | $ 1,040,000 | |||||||||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued for board fees | 8,800 | |||||||||||||||||||||||||||||||||||||
Share based compensation | $ 104,720 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 1,862,744 | 116,750 | 882,463 | 193,000 | ||||||||||||||||||||||||||||||||||
Issuance for services, values | $ 2,000 | [1] | $ 1,000 | [2] | ||||||||||||||||||||||||||||||||||
Number of shares issued | 4,361 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 50,792 | 308,491 | ||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | [2] | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 260,720 | 850,030 | 2,313,599 | 1,265,795 | ||||||||||||||||||||||||||||||||||
Conversion of convertible securities, shares | 87,300 | 87,300 | ||||||||||||||||||||||||||||||||||||
Conversion of convertible securities, values | [2] | |||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 7,617,242 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 237,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issued for board fees | 1,500 | 249,125 | 274,961 | 25,917 | ||||||||||||||||||||||||||||||||||
Share based compensation | [3] | [1] | ||||||||||||||||||||||||||||||||||||
Shares To Be Issued [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 237,000 | |||||||||||||||||||||||||||||||||||||
Issuance for services, values | $ 1,060,740 | |||||||||||||||||||||||||||||||||||||
Consultants [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 75,000 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 123,500 | |||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 90,000 | 18,750 | ||||||||||||||||||||||||||||||||||||
Issuance for services, values | $ 426,780 | $ 223,125 | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,500 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 37,961 | 25,917 | ||||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 41,667 | 250 | 1,250 | |||||||||||||||||||||||||||||||||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 699,693 | |||||||||||||||||||||||||||||||||||||
Shares issued per share | $ 3.573 | |||||||||||||||||||||||||||||||||||||
Addition to exercise price | $ 1.25 | |||||||||||||||||||||||||||||||||||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | Series A Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 699,693 | |||||||||||||||||||||||||||||||||||||
Registered Direct Offering [Member] | Securities Purchase Agreement [Member] | Series B Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 3.573 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 699,693 | |||||||||||||||||||||||||||||||||||||
Registered Direct Offering [Member] | Engagement Agreement [Member] | Wainwright And Co L L C [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 48,979 | |||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 4.466 | |||||||||||||||||||||||||||||||||||||
Purchase price of common stock, percent | 1% | |||||||||||||||||||||||||||||||||||||
Other expenses | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Clearing fees | $ 15,950 | |||||||||||||||||||||||||||||||||||||
Registered Direct Offering [Member] | Engagement Agreement [Member] | Wainwright And Co L L C [Member] | ||||||||||||||||||||||||||||||||||||||
Equity method investment ownership percentage | 7% | |||||||||||||||||||||||||||||||||||||
Public offering price percentage. | 125% | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ 2.50 | |||||||||||||||||||||||||||||||||||||
Share price | $ 1 | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||
Share price | $ 1 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.5302 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Class of warrant or rights granted | 108,081 | 261,313 | ||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 200 | 200 | 200 | |||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 600 | 600 | 600 | |||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 4,200 | 4,200 | 4,200 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 105 | 105 | 105 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 105 | 105 | ||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,400 | 1,400 | 1,400 | |||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | |||||||||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 200,000 | 200,000 | 200,000 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 1,862,744 | 193,000 | ||||||||||||||||||||||||||||||||||||
Issuance for services, values | $ 1,250,595 | $ 2,108,500 | ||||||||||||||||||||||||||||||||||||
[1] - less than $1 Less than $1 - less than $1 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of Options Outstanding | 543,479 | 603,229 | 455,552 | 456,852 |
Number of Options Outstanding Weighted Average Remaining Life | 2 years 6 months | 6 years 8 months 12 days | 6 years 10 months 24 days | |
Number of Options Outstanding Options Exercisable | 402,705 | 386,507 | ||
ViralClear Pharmaceuticals, Inc. [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 5 | |||
Number of Options Outstanding | 25,000 | |||
Number of Options Outstanding Weighted Average Remaining Life | 6 months | |||
Number of Options Outstanding Options Exercisable | 25,000 | |||
ViralClear Pharmaceuticals, Inc. [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of Options Outstanding | 25,000 | |||
Number of Options Outstanding Weighted Average Remaining Life | 3 months | |||
Number of Options Outstanding Options Exercisable | 25,000 | |||
Options Outstanding, Exercise Price | $ 5 | |||
Options Under 9.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 9.99 | $ 9.99 | ||
Number of Options Outstanding | 103,610 | 108,110 | ||
Number of Options Outstanding Weighted Average Remaining Life | 6 years 2 months 12 days | 9 years 2 months 12 days | ||
Number of Options Outstanding Options Exercisable | 69,762 | 41,172 | ||
Options 10.00 - 19.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 10 | $ 10 | ||
Number of Options Outstanding | 174,150 | 215,150 | ||
Number of Options Outstanding Weighted Average Remaining Life | 3 years 4 months 24 days | 7 years 1 month 6 days | ||
Number of Options Outstanding Options Exercisable | 76,216 | 78,995 | ||
Options Outstanding, Exercise Price | $ 19.99 | $ 19.99 | ||
Options 20.00 - 29.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 20 | $ 20 | ||
Number of Options Outstanding | 85,538 | 85,538 | ||
Number of Options Outstanding Weighted Average Remaining Life | 1 month 6 days | 7 years 10 months 24 days | ||
Number of Options Outstanding Options Exercisable | 76,757 | 73,833 | ||
Options Outstanding, Exercise Price | $ 29.99 | $ 29.99 | ||
Options 30.00 - 39.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 30 | $ 30 | ||
Number of Options Outstanding | 32,748 | 36,748 | ||
Number of Options Outstanding Weighted Average Remaining Life | 1 month 6 days | 2 years 9 months 18 days | ||
Number of Options Outstanding Options Exercisable | 32,748 | 36,748 | ||
Options Outstanding, Exercise Price | $ 39.99 | $ 39.99 | ||
Options 40.00 - 49.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 40 | $ 40 | ||
Number of Options Outstanding | 79,842 | 90,092 | ||
Number of Options Outstanding Weighted Average Remaining Life | 7 months 6 days | 4 years 2 months 12 days | ||
Number of Options Outstanding Options Exercisable | 79,631 | 88,168 | ||
Options Outstanding, Exercise Price | $ 49.99 | $ 49.99 | ||
Options 50.00 - 59.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 50 | $ 50 | ||
Number of Options Outstanding | 14,414 | 14,414 | ||
Number of Options Outstanding Weighted Average Remaining Life | 1 month 6 days | 5 years 7 months 6 days | ||
Number of Options Outstanding Options Exercisable | 14,414 | 14,414 | ||
Options Outstanding, Exercise Price | $ 59.99 | $ 59.99 | ||
Options 60.00 - 69.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 60 | $ 60 | ||
Number of Options Outstanding | 33,405 | 33,405 | ||
Number of Options Outstanding Weighted Average Remaining Life | 8 months 12 days | 3 years 8 months 12 days | ||
Number of Options Outstanding Options Exercisable | 33,405 | 33,405 | ||
Options Outstanding, Exercise Price | $ 69.99 | $ 69.99 | ||
Options 70.00 - 79.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 70 | $ 70 | ||
Number of Options Outstanding | 15,772 | 15,772 | ||
Number of Options Outstanding Weighted Average Remaining Life | 9 months 18 days | 4 years 8 months 12 days | ||
Number of Options Outstanding Options Exercisable | 15,772 | 15,772 | ||
Options Outstanding, Exercise Price | $ 79.99 | $ 79.99 | ||
Options Over 79.99 [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Options Outstanding, Exercise Price | $ 79.99 | $ 79.99 | ||
Number of Options Outstanding | 4,000 | 4,000 | ||
Number of Options Outstanding Weighted Average Remaining Life | 1 month 6 days | 6 years 4 months 24 days | ||
Number of Options Outstanding Options Exercisable | 4,000 | 4,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Jan. 01, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares outstanding, begining balance | 603,229 | 455,552 | 456,852 | ||
Weighted average exercise price, beginning balance | $ 25.67 | $ 45.70 | $ 45.70 | ||
Weighted-Average Remaining Contractual Term | 2 years 6 months | 6 years 8 months 12 days | 6 years 10 months 24 days | ||
Outstanding Aggregate Intrinsic Value | |||||
Forfeited/expired | (59,750) | (48,033) | (144,100) | ||
Weighted average exercise price, forfeited expired | $ 20.92 | ||||
Shares outstanding, ending balance | 455,552 | 543,479 | 603,229 | 455,552 | |
Weighted Average Exercise Price Outstanding | $ 45.70 | $ 26.19 | $ 25.67 | $ 45.70 | |
Outstanding Aggregate Intrinsic Value | $ 37,671 | ||||
Shares outstanding, exercisable balance | 402,705 | 386,507 | |||
Weighted Average Exercise Price Exercisable | $ 31.12 | ||||
Weighted-Average Remaining Contractual Term, Exercisable | 1 year 9 months 18 days | 6 months | |||
Outstanding Exercisable Aggregate Intrinsic Value | $ 35,425 | ||||
Outstanding Aggregate Intrinsic Value | $ 37,671 | ||||
Grants | 195,710 | 142,800 | |||
Weighted Average Exercise Price Grants | $ 10 | $ 11.20 | |||
Weighted-Average Remaining Contractual Term grants | 10 years | 10 years | |||
Outstanding Aggregate Intrinsic Value, Grants | |||||
Weighted Average Exercise Price Forfeited/expired | |||||
Outstanding Aggregate Intrinsic Value, Forfeited/Expired | |||||
Weighted Average Exercise Price Outstanding | $ 45.70 | $ 26.19 | $ 25.67 | $ 45.70 | |
Outstanding shares Exercisable | 402,705 | 386,507 | |||
Outstanding shares Exercise price | $ 33.53 | ||||
Weighted-Average Remaining Contractual Term | 5 years 10 months 24 days | ||||
Weighted average exercise price, exercisable price | $ 31.12 | ||||
Viral Clear Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares outstanding, begining balance | 25,000 | 25,000 | 125,000 | ||
Weighted average exercise price, beginning balance | $ 5 | $ 5 | |||
Weighted-Average Remaining Contractual Term | 1 year 6 months | 7 years 2 months 12 days | 6 months | ||
Weighted average exercise price, forfeited expired | $ 5 | ||||
Shares outstanding, ending balance | 25,000 | 25,000 | 25,000 | ||
Weighted Average Exercise Price Outstanding | $ 5 | $ 5 | |||
Shares outstanding, exercisable balance | 25,000 | ||||
Weighted Average Exercise Price Exercisable | $ 5 | ||||
Weighted Average Exercise Price Forfeited/expired | |||||
Weighted Average Exercise Price Outstanding | $ 5 | $ 5 | |||
Outstanding shares Exercisable | 25,000 | ||||
Outstanding shares Exercise price | $ 5 | ||||
Shares, forfeited/expried | (100,000) | ||||
Shares, forfeited/expried | 100,000 | ||||
Weighted average exercise price, exercisable price | $ 5 |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2024 | Dec. 31, 2023 | Jul. 26, 2023 | Dec. 31, 2022 | Nov. 18, 2022 | Nov. 04, 2022 | Nov. 03, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 7.21 | $ 7.40 | $ 7.85 | $ 2.50 | $ 2.50 | $ 14 | |
Number Outstanding | 2,878,734 | 2,748,371 | |||||
BioSig AI Sciences, Inc. [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 1 | ||||||
Number Outstanding | 130,500,000 | ||||||
Expiration date | June-July 2028 | ||||||
ViralClear Pharmaceuticals, Inc. [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Number Outstanding | 480,347 | ||||||
Range One [Member] | ViralClear Pharmaceuticals, Inc. [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 5 | ||||||
Number Outstanding | 473,772 | ||||||
Expiration date | November 2027 | ||||||
Range Two [Member] | ViralClear Pharmaceuticals, Inc. [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 10 | ||||||
Number Outstanding | 6,575 | ||||||
Expiration date | May 2025 | ||||||
Warrants at 3.364 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 3.364 | ||||||
Number Outstanding | 130,363 | ||||||
Expiration date | July 2029 | ||||||
Warrants at 3.573 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 3.573 | $ 3.573 | |||||
Number Outstanding | 1,399,386 | 1,399,386 | |||||
Expiration date | May 2025-November 2028 | May 2025-November 2028 | |||||
Warrants at 4.066 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 4.066 | $ 4.066 | $ 4.066 | ||||
Number Outstanding | 25,000 | 25,000 | |||||
Expiration date | November 2032 | November 2032 | |||||
Warrants at 4.455 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 4.455 | $ 4.455 | |||||
Number Outstanding | 113,005 | 113,005 | |||||
Expiration date | June 2028 | June 2028 | |||||
Warrants at 4.466 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 4.466 | $ 4.466 | |||||
Number Outstanding | 48,980 | 48,980 | |||||
Expiration date | November 2028 | November 2028 | |||||
Warrants at 4.6626 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 4.6626 | $ 4.6626 | |||||
Number Outstanding | 64,982 | 64,982 | |||||
Expiration date | April 2029 | April 2029 | |||||
Warrants at 4.9252 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 4.9252 | $ 4.9252 | |||||
Number Outstanding | 56,307 | 56,307 | |||||
Expiration date | March 2029 | March 2029 | |||||
Warrants at 4.929 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 4.929 | $ 4.929 | |||||
Number Outstanding | 76,997 | 76,997 | |||||
Expiration date | March 2029 | March 2029 | |||||
Warrants at 5.1358 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 5.1358 | $ 5.1358 | |||||
Number Outstanding | 116,045 | 116,045 | |||||
Expiration date | July 2028 | July 2028 | |||||
Warrants at 7.181 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 7.181 | $ 7.181 | |||||
Number Outstanding | 95,761 | 95,761 | |||||
Expiration date | July 2028 | July 2028 | |||||
Warrants at 7.502 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 7.502 | $ 7.502 | |||||
Number Outstanding | 9,846 | 9,846 | |||||
Expiration date | July 2028 | July 2028 | |||||
Warrants at 7.963 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 7.963 | $ 7.963 | |||||
Number Outstanding | 88,324 | 88,324 | |||||
Expiration date | August 2028 | August 2028 | |||||
Warrants at 9.000 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 9 | $ 9 | |||||
Number Outstanding | 21,709 | 21,709 | |||||
Expiration date | June 2027 | June 2027 | |||||
Warrants at 9.596 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 9.596 | $ 9.596 | |||||
Number Outstanding | 84,390 | 84,390 | |||||
Expiration date | January 2029 | January 2029 | |||||
Warrants at 10.0992 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 10.0992 | $ 10.0992 | |||||
Number Outstanding | 19,118 | 19,118 | |||||
Expiration date | August 2028 | August 2028 | |||||
Warrants at 10.26 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 10.26 | $ 10.26 | |||||
Number Outstanding | 51,705 | 51,705 | |||||
Expiration date | September 2028 | September 2028 | |||||
Warrants at 10.4678 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 10.4678 | $ 10.4678 | |||||
Number Outstanding | 84,296 | 84,296 | |||||
Expiration date | September 2028 | September 2028 | |||||
Warrants at 11.30 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 11.30 | $ 11.30 | |||||
Number Outstanding | 40,417 | 40,417 | |||||
Expiration date | October 2028 | October 2028 | |||||
Warrants at 1328 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 13.28 | $ 13.28 | |||||
Number Outstanding | 96,198 | 96,198 | |||||
Expiration date | November 2028 | November 2028 | |||||
Warrants at 14.00 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 14 | $ 14 | |||||
Number Outstanding | 174,013 | 174,013 | |||||
Expiration date | September 2025 | September 2025 | |||||
Warrants at 48.00 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 48 | $ 48 | |||||
Number Outstanding | 25,000 | 25,000 | |||||
Expiration date | February 2025 to July 2026 | February 2025 to July 2026 | |||||
Warrants at 61.60 [Member] | |||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||
Exercise price | $ 61.60 | $ 61.60 | |||||
Number Outstanding | 56,892 | 56,892 | |||||
Expiration date | November 2027 | November 2027 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Outstanding shares, beginning | 2,748,371 | |||
Weighted average exercise price, beginning | $ 7.40 | $ 2.50 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 8 months 12 days | |||
Aggregate Intrinsic Value | $ 1,717,104,000 | $ 3,960 | ||
Issued | 130,363 | 2,332,752 | 427,120 | |
Weighted average exercise price, issued | $ 3.36 | |||
Weighted-Average Remaining Contractual Term, Issued | 5 years 3 months 18 days | 3 years 9 months 18 days | 4 years | |
Exercised | 2,878,734 | (6,098) | ||
Weighted average exercise price, ending | $ 7.21 | $ 7.40 | $ 2.50 | |
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 7 months 6 days | |||
Aggregate Intrinsic Value | $ 1,717,104,000 | |||
Weighted average exercise price, warrants vested and expected to vest | $ 7.21 | |||
Weighted-Average Remaining Contractual Term, Vested and Expected | 3 years 7 months 6 days | 3 years 8 months 12 days | ||
Warrants Vested and expected to vest, Aggregate Intrinsic Value | $ 1,717,104 | |||
Weighted average exercise price, exercisable | $ 7.46 | |||
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 4 months 24 days | 3 years 7 months 6 days | ||
Warrants Exercisable, Aggregate Intrinsic Value | $ 1,711,424 | |||
Weighted-Average Remaining Contractual Term, Outstanding | 5 years | |||
Aggregate Intrinsic Value | $ 1,717,104,000 | |||
Exercised | (87,300) | |||
Outstanding shares, ending | 2,878,734 | 2,748,371 | ||
Outstanding shares Exercise price | $ 7.40 | |||
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 8 months 12 days | |||
Warrants Vested and expected to vest, Aggregate Intrinsic Value | $ 1,717,104 | |||
Warrants Exercisable, Aggregate Intrinsic Value | $ 1,711,424 | |||
BioSig AI Sciences, Inc. [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Outstanding shares, beginning | 130,500 | |||
Weighted average exercise price, beginning | $ 1 | |||
Issued | 130,500 | |||
Weighted average exercise price, issued | $ 1 | |||
Weighted average exercise price, ending | 1 | |||
Warrants Vested and expected to vest, Shares | 130,500 | |||
Weighted average exercise price, warrants vested and expected to vest | $ 1 | |||
Weighted-Average Remaining Contractual Term, Vested and Expected | 4 years 6 months | |||
Warrants exercisable, shares | 130,500 | |||
Weighted average exercise price, exercisable | $ 1 | |||
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 6 months | |||
Outstanding shares, ending | 130,500 | |||
Weighted-Average Remaining Contractual Term, Outstanding | 5 years | |||
Warrants vested and expected to vest, shares | 130,500 | |||
BioSig AI Sciences, Inc. [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Outstanding shares, beginning | 2,748,371 | 421,717 | 81,897 | |
Weighted average exercise price, beginning | $ 18.90 | $ 57.40 | ||
Weighted average exercise price, issued | $ 5.31 | 10.50 | ||
Weighted average exercise price, ending | $ 18.90 | |||
Warrants Vested and expected to vest, Shares | 2,878,734 | 2,748,371 | ||
Weighted average exercise price, warrants vested and expected to vest | $ 7.40 | |||
Warrants exercisable, shares | 2,683,389 | 2,465,695 | ||
Weighted average exercise price, exercisable | $ 7.53 | |||
Weighted-Average Remaining Contractual Term, Outstanding | 4 years 3 months 18 days | 5 years 3 months 18 days | ||
Outstanding shares Exercise price Issued | $ 2.50 | |||
Outstanding shares Exercise price Exercised | $ 4.10 | |||
Outstanding shares, ending | 2,748,371 | 421,717 | ||
Warrants vested and expected to vest, shares | 2,748,371 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - shares | 3 Months Ended | 12 Months Ended | ||
Aug. 15, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Total restricted shares outstanding | 163,250 | 23,961 | 14,128 | |
Granted | 30,000 | 500,000 | 177,250 | 38,750 |
Vested and issued | (1,500) | (37,961) | (25,917) | |
Total restricted shares, forfeited | (56,750) | (3,000) | ||
Total | 605,000 | 163,250 | 23,961 | |
Vested restricted shares as of September 30, 2023 | 12,500 | |||
Unvested restricted shares | 592,500 | |||
Vested restricted shares | 1,500 | 37,961 | 25,917 | |
Forfeited | 56,750 | 3,000 | ||
ViralClear Pharmaceuticals, Inc. [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Total restricted shares outstanding | 1,078,679 | 1,078,679 | 1,318,679 | |
Vested and issued | (678,679) | |||
Total restricted shares, forfeited | (240,000) | |||
Total | 1,078,679 | 1,078,679 | ||
Vested restricted shares | 678,679 | |||
Unvested restricted shares | 400,000 | |||
Forfeited | 240,000 | |||
ViralClear Pharmaceuticals, Inc. [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Total restricted shares outstanding | 1,078,679 | |||
Vested and issued | (678,679) | |||
Total restricted shares, forfeited | (240,000) | |||
Total | 838,679 | 1,078,679 | ||
Vested restricted shares | 678,679 | |||
Unvested restricted shares | 160,000 | |||
Forfeited | 240,000 |
OPTIONS, RESTRICTED STOCK UNI_3
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Mar. 01, 2024 | Dec. 28, 2023 | Aug. 15, 2023 | Jun. 26, 2023 | Mar. 27, 2023 | Jan. 29, 2023 | Dec. 27, 2022 | Nov. 18, 2022 | Oct. 19, 2022 | Mar. 16, 2022 | Sep. 24, 2019 | Jul. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jul. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 05, 2024 | Jan. 12, 2024 | Sep. 24, 2023 | Nov. 04, 2022 | Nov. 03, 2022 | Oct. 19, 2012 | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Description of terms of award under share-based payment arrangement | 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 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 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. | |||||||||||||||||||||||
Expiration period | 10 years | 10 years | 6 months | |||||||||||||||||||||||
Exercise price | $ 0.661 | $ 4.75 | ||||||||||||||||||||||||
Options vesting fair value | $ 2,682 | $ 257,187 | $ 1,445,915 | $ 1,829,233 | ||||||||||||||||||||||
Restricted stock, unamortized | $ 178,967 | $ 997,894 | ||||||||||||||||||||||||
Weighted average period term | 3 months 21 days | 6 months 7 days | ||||||||||||||||||||||||
Number of warrant shares | 77,405 | 126,385 | 32,727 | |||||||||||||||||||||||
Exercise price | $ 7.21 | $ 7.85 | $ 7.40 | $ 2.50 | $ 2.50 | $ 14 | ||||||||||||||||||||
Stock price | $ 0.661 | $ 4.75 | $ 1 | |||||||||||||||||||||||
Fair value adjustment of warrants | $ 90,865 | $ 0 | 0 | $ 0 | $ 90,865 | |||||||||||||||||||||
Unrecognized compensation expense | 0 | 0 | ||||||||||||||||||||||||
Services, shares | 26,000 | |||||||||||||||||||||||||
Vesting year | vesting quarterly over one year, and 25,000 vesting on the one-year anniversary | vesting quarterly over one year | ||||||||||||||||||||||||
Services, fair value | $ 190,920 | $ 301,600 | 1,251,000 | 1,097,000 | $ 7,617,000 | $ 2,109,000 | ||||||||||||||||||||
Restricted stock units to purchase up | 195,710 | 142,800 | ||||||||||||||||||||||||
Expire years | 10 years | |||||||||||||||||||||||||
Shares remaining | 2,650,071 | 2,650,071 | ||||||||||||||||||||||||
Weighted average exercise price | $ 10 | $ 11.20 | ||||||||||||||||||||||||
Weighted average remaining contractual term | 10 years | 10 years | ||||||||||||||||||||||||
Options modified | 10,000 | |||||||||||||||||||||||||
APIC, share-based payment arrangement, option, increase for cost recognition | $ 15,181 | |||||||||||||||||||||||||
Volatility rate | 96.26% | 83.86% | ||||||||||||||||||||||||
Estimated life | 10 years | |||||||||||||||||||||||||
Risk free rate | 3.82% | |||||||||||||||||||||||||
Average exercise price | $ 5.31 | |||||||||||||||||||||||||
Granted, shares | 37,750 | |||||||||||||||||||||||||
Stock based compensation expense | $ 1,061,000 | $ 2,149,000 | $ 7,978,000 | $ 4,412,000 | ||||||||||||||||||||||
BioSig AI Sciences, Inc. [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of warrant shares | 130,500 | 130,500 | ||||||||||||||||||||||||
Exercise price | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||
Expire years | 5 years | 5 years | ||||||||||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Granted, shares | 1,250 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Services, shares | 1,862,744 | 116,750 | 882,463 | 193,000 | ||||||||||||||||||||||
Services, fair value | $ 2,000 | [1] | $ 1,000 | [2] | ||||||||||||||||||||||
Shares issued | 4,361 | |||||||||||||||||||||||||
Sale of common stock under At-the-market offering, shares | 50,792 | 308,491 | ||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Sale of common stock under At-the-market offering, shares | 6,098 | |||||||||||||||||||||||||
Warrants at 4.066 [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Exercise price | $ 4.066 | $ 4.066 | $ 4.066 | |||||||||||||||||||||||
Class of warrant or rights granted. | 25,000 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 10 years | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock price | $ 1 | |||||||||||||||||||||||||
Weighted average exercise price | $ 2.60 | $ 4 | ||||||||||||||||||||||||
Volatility rate | 94.44% | 83.83% | ||||||||||||||||||||||||
Estimated life | 3 months | 5 years | 5 years | |||||||||||||||||||||||
Risk free rate | 0.44% | 3.32% | 1.17% | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Weighted average exercise price | $ 13.60 | $ 17.20 | ||||||||||||||||||||||||
Volatility rate | 102.70% | 99.29% | ||||||||||||||||||||||||
Estimated life | 2 years | 6 years | 10 years | |||||||||||||||||||||||
Risk free rate | 1.95% | 4.54% | 4.06% | |||||||||||||||||||||||
ViralClear Pharmaceuticals, Inc. [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Options vesting fair value | $ 0 | 0 | ||||||||||||||||||||||||
Restricted stock, unamortized | $ 0 | |||||||||||||||||||||||||
Key Consultant [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Services, shares | 500,000 | |||||||||||||||||||||||||
Vesting year | vesting in substantially equal monthly installments over one year | |||||||||||||||||||||||||
Services, fair value | $ 352,550 | |||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Restricted stock units to purchase up | 195,710 | 142,800 | ||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of warrant shares | 130,363 | 2,206,367 | 369,393 | 130,363 | ||||||||||||||||||||||
Exercise price | $ 3.364 | $ 10.90 | $ 3.364 | |||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Equity Incentive 2012 Plan [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Number of shares granted | 876,595 | 1,447,445 | ||||||||||||||||||||||||
Shares reserved for future issuance | 216,718 | |||||||||||||||||||||||||
Restricted stock units to purchase up | 4,000,000 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | 2023 Long-Term Incentive Plan [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Shares reserved for future issuance | 259,968 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Restricted stock, unamortized | $ 634,367 | $ 741,308 | ||||||||||||||||||||||||
Services, shares | 90,000 | 18,750 | ||||||||||||||||||||||||
Services, fair value | $ 426,780 | $ 223,125 | ||||||||||||||||||||||||
Share-based payment arrangement, noncash expense | $ (80,047) | 104,704 | $ 601,272 | $ 358,931 | ||||||||||||||||||||||
Shares issued | 1,500 | |||||||||||||||||||||||||
Aggregate granted, shares | 30,000 | 500,000 | 177,250 | 38,750 | ||||||||||||||||||||||
Granted, shares | 5,000 | 12,500 | ||||||||||||||||||||||||
Fair value | $ 92,500 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ViralClear Pharmaceuticals, Inc. [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Stock based compensation expense | $ 1,941,861 | $ 1,072,094 | ||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ViralClear Pharmaceuticals, Inc. [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Restricted stock, unamortized | $ 0 | |||||||||||||||||||||||||
Share-based payment arrangement, noncash expense | 0 | $ 14,535 | ||||||||||||||||||||||||
Stock-based compensation relating to restricted stock remains unamortized | $ 0 | |||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Terminated Employees [Member] | ||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||
Share-based payment arrangement, noncash expense | $ (80,047) | |||||||||||||||||||||||||
[1] - less than $1 Less than $1 |
SCHEDULE OF NON-CONTROLLING INT
SCHEDULE OF NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net income (loss) | $ (44) | $ (161) | $ 753 | $ (674) |
Average Non-Controlling interest percentage of profit/losses | 30% | 31% | 47% | 31% |
Net loss attributable to non-controlling interest | $ (13) | $ (50) | $ 351 | $ (210) |
ViralClear Pharmaceuticals, Inc. [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net income (loss) | $ (41) | $ (161) | $ 1,498 | $ (671) |
Average Non-Controlling interest percentage of profit/losses | 32% | 31% | 31% | 31% |
Net loss attributable to non-controlling interest | $ (13) | $ (50) | $ 463 | $ (210) |
BioSig AI Sciences, Inc. [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net income (loss) | $ (3) | $ (745) | $ (3) | |
Average Non-Controlling interest percentage of profit/losses | 0% | 15% | 0% | |
Net loss attributable to non-controlling interest | $ (112) |
SCHEDULE OF CHANGES IN NON-CONT
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Balance, January 1, 2023 | $ 26 | $ (21) | $ (21) | $ 219 |
Net income (loss) attributable to non-controlling interest | (13) | (50) | 351 | (210) |
Balance, December 31, 2023 | 13 | 26 | (21) | |
Allocation of equity to non-controlling interest for settlement of shares issued to settle debt to parent | 292 | |||
Allocation of equity to non-controlling interest due to equity-based compensation issued | (600) | (322) | ||
Allocation of equity to non-controlling interest due to sale of subsidiary stock | 296 | |||
ViralClear Pharmaceuticals, Inc. [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Balance, January 1, 2023 | (158) | (21) | (21) | 219 |
Net income (loss) attributable to non-controlling interest | (13) | (50) | 463 | (210) |
Balance, December 31, 2023 | (171) | (158) | (21) | |
Allocation of equity to non-controlling interest for settlement of shares issued to settle debt to parent | 292 | |||
Allocation of equity to non-controlling interest due to equity-based compensation issued | (600) | (322) | ||
Allocation of equity to non-controlling interest due to sale of subsidiary stock | ||||
BioSig AI Sciences, Inc. [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Balance, January 1, 2023 | 184 | |||
Net income (loss) attributable to non-controlling interest | (112) | |||
Balance, December 31, 2023 | $ 184 | 184 | ||
Allocation of equity to non-controlling interest for settlement of shares issued to settle debt to parent | ||||
Allocation of equity to non-controlling interest due to equity-based compensation issued | ||||
Allocation of equity to non-controlling interest due to sale of subsidiary stock | $ 296 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 05, 2024 | Jul. 31, 2023 | Jul. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||||||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 5,000,000 | $ 1,040,000 | $ 6,748,000 | $ 15,301,000 | $ 8,283,000 | |||
BioSig AI Sciences, Inc. [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Sale of common stock under At-the-market offering, shares | 2,205,000 | 2,205,000 | 2,205,000 | |||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 1,971,277 | $ 1,971,277 | $ 1,971,277 | |||||
ViralClear Pharmaceuticals, Inc. [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Equity method investment, ownership percentage | 69.08% | 69.08% | 69.08% | |||||
Bio Sig A I Science Inc [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Equity method investment, ownership percentage | 84.50% | 84.50% | ||||||
BioSig AI Sciences, Inc. [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Equity method investment, ownership percentage | 84.48% | 84.48% | 100% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 22, 2024 | Oct. 01, 2023 | Jun. 17, 2023 | Jan. 01, 2022 | Mar. 15, 2017 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 20, 2019 | |
Loss Contingencies [Line Items] | |||||||||||
Charged operations | $ 21,694 | $ 65,919 | $ 229,744 | $ 247,622 | |||||||
Aggregate purchase commitments | 1,759,385 | 1,563,203 | |||||||||
Loss contingency, damages sought, value | $ 144,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought, value | 144,000 | ||||||||||
Minimum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought, value | 50,000 | ||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, damages sought, value | $ 50,000 | ||||||||||
Twenty Twenty Seventeen Know How License Agreement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accounts payable due | 4 | 4 | 4 | ||||||||
Twenty Twenty Seventeen Know How License Agreement [Member] | Minimum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Royalty percentage of net sales | 1% | ||||||||||
Twenty Twenty Seventeen Know How License Agreement [Member] | Maximum [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Royalty percentage of net sales | 2% | ||||||||||
EP Software Agreement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accounts payable due | 0 | 0 | 0 | ||||||||
Royalty payments | $ 625,000 | ||||||||||
Tools Agreement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accounts payable due | 0 | 0 | 0 | ||||||||
Royalty payments | 550,000 | ||||||||||
Payments for royalties | $ 75,000 | ||||||||||
Upfront consideration | 100,000 | ||||||||||
Viral Clear Patent Agreement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accounts payable due | $ 0 | $ 0 | 0 | ||||||||
Royalty payments | $ 700,000 | ||||||||||
Payments for royalties | $ 75,000 | ||||||||||
Trek Therapeutics [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Royalty percentage of net sales | 6% | 6% | |||||||||
Accounts payable due | $ 0 | $ 0 | 0 | ||||||||
Consideration received percentage | 10% | 10% | |||||||||
Trek Therapeutics [Member] | First Country [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Payments for royalties | $ 10,000,000 | $ 10,000,000 | |||||||||
Trek Therapeutics [Member] | Second Country [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Payments for royalties | 5,000,000 | 5,000,000 | |||||||||
Consulting Agreement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accounts payable due | $ 90,000 | $ 90,000 | 90,000 | ||||||||
Monthly consulting fee | $ 30,000 | ||||||||||
Master Services Agreement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Accounts payable due | $ 180 | $ 80 | |||||||||
Monthly consulting fee | $ 20,000 | $ 40,000 | |||||||||
Commission rate | 10% |
SCHEDULE OF SEGMENT REPORTING (
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 14 | $ 5 | $ 18 | $ 286 |
Operating Expenses | 3,451 | 7,391 | 28,530 | 27,494 |
(Loss) Income from Operations | (3,437) | (7,386) | (28,512) | (27,265) |
Total Assets | 1,589 | 1,798 | 4,110 | |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 14 | 5 | 18 | 286 |
Operating Expenses | 3,407 | 7,230 | 29,238 | 26,819 |
(Loss) Income from Operations | (3,391) | (7,225) | (29,265) | (26,590) |
Total Assets | 821 | 485 | 4,051 | |
ViralClear Pharmaceuticals, Inc. [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Operating Expenses | 41 | 161 | (1,498) | 672 |
(Loss) Income from Operations | (41) | (161) | 1,498 | (672) |
Total Assets | (542) | 49 | ||
BioSig AI Sciences, Inc. [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Operating Expenses | 3 | 745 | 3 | |
(Loss) Income from Operations | (3) | (745) | (3) | |
Total Assets | $ 1,310 | $ 1,313 | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 28, 2023 | Nov. 02, 2023 | Aug. 15, 2023 | Jun. 26, 2023 | Mar. 27, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 07, 2024 | Jul. 26, 2023 | Nov. 04, 2022 | Nov. 03, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||
Common stock issued for services | $ 190,920 | $ 301,600 | $ 1,251,000 | $ 1,097,000 | $ 7,617,000 | $ 2,109,000 | |||||||
Warrants to acquire | 2,878,734 | 2,748,371 | |||||||||||
Exercise price | $ 7.21 | $ 7.40 | $ 2.50 | $ 7.85 | $ 2.50 | $ 14 | |||||||
Number of shares granted | 195,710 | 142,800 | |||||||||||
Common stock issued for services, shares | 26,000 | ||||||||||||
Exercise price | $ 10 | $ 11.20 | |||||||||||
Fair value, vested | $ 2,682 | $ 257,187 | $ 1,445,915 | $ 1,829,233 | |||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock issued for services | $ 426,780 | $ 223,125 | |||||||||||
Common stock issued for services, shares | 90,000 | 18,750 | |||||||||||
Promissory Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes payable | $ 500,000 | ||||||||||||
Executive Vice President [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock issued for services | $ 426,780 | ||||||||||||
Consulting fees | $ 12,500 | ||||||||||||
Common stock issued for services, shares | 60,000 | ||||||||||||
Exercise price | $ 4.472 | ||||||||||||
Fair value, vested | $ 222,422 | ||||||||||||
Executive Vice President [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares granted | 90,000 | ||||||||||||
Related Party [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to related parties | $ 20,000 | $ 30,000 | $ 120,000 | ||||||||||
Chief Financial Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of common stock under At-the-market offering, shares | 23,289 | ||||||||||||
Warrants to acquire | 11,645 | ||||||||||||
Exercise price | $ 7.963 | ||||||||||||
Expiring date | Aug. 08, 2028 | ||||||||||||
Investment | $ 200,000 | ||||||||||||
Chief Financial Officer [Member] | Frederick D Hrkac [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of common stock under At-the-market offering, shares | 500,000 | ||||||||||||
Common stock issued for services | $ 352,550 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Events [Abstract] | ||
Deferred revenue-current | $ 5 | |
Deferred revenue-noncurrent | ||
Total deferred revenue | $ 5 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Events [Abstract] | ||
Finished goods | $ 1,976 | $ 1,477 |
Less: Inventory reserve | (1,976) | |
Finished goods, net | 1,477 | |
Finished goods-short term | 336 | |
Finished goods-long term | $ 1,141 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Totals | 4,403,383 | 1,442,978 | 3,580,561 | 966,779 |
Share-Based Payment Arrangement, Option [Member] | ||||
Totals | 543,479 | 461,616 | 603,229 | 455,548 |
Warrant [Member] | ||||
Totals | 2,878,734 | 886,779 | 2,748,371 | 421,711 |
Restricted Stock [Member] | ||||
Totals | 605,000 | 43,084 | 163,250 | 23,958 |
Series C Preferred Stock [Member] | ||||
Totals | 376,170 | 51,499 | 65,711 | 65,562 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
May 01, 2024 | Apr. 16, 2024 | Apr. 01, 2024 | Mar. 15, 2024 | Mar. 07, 2024 | Mar. 01, 2024 | Feb. 05, 2024 | Jan. 12, 2024 | Jan. 04, 2024 | Dec. 28, 2023 | Aug. 15, 2023 | Jun. 26, 2023 | Mar. 27, 2023 | Dec. 21, 2022 | Nov. 18, 2022 | Mar. 21, 2022 | Feb. 28, 2024 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 12, 2024 | Mar. 05, 2024 | Jul. 26, 2023 | Nov. 04, 2022 | Nov. 03, 2022 | |
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Grants | 195,710 | 142,800 | |||||||||||||||||||||||||
Common stock issued for services, shares | 26,000 | ||||||||||||||||||||||||||
Common stock issued for services | $ 190,920 | $ 301,600 | $ 1,251,000 | $ 1,097,000 | $ 7,617,000 | $ 2,109,000 | |||||||||||||||||||||
Exercise price of warrants | $ 7.21 | $ 7.40 | $ 2.50 | $ 7.85 | $ 2.50 | $ 14 | |||||||||||||||||||||
Cash | $ 416,000 | $ 190,000 | $ 357,000 | ||||||||||||||||||||||||
Share price | $ 0.661 | $ 4.75 | $ 1 | ||||||||||||||||||||||||
Stockholders equity | $ (4,321,000) | $ (3,018,000) | $ 313,000 | ||||||||||||||||||||||||
Warrants to purchase shares | 126,385 | 32,727 | 77,405 | ||||||||||||||||||||||||
Installment term | 2 years 6 months | 6 years 8 months 12 days | 6 years 10 months 24 days | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Share price | 1 | ||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Number of shares issued | 783,406 | 216,162 | 354,152 | 261,313 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.4605 | $ 5.10 | $ 4.10 | $ 11.50 | |||||||||||||||||||||||
Exercise price of warrants | $ 1.398 | $ 4.50 | $ 14 | ||||||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 1,144,164 | $ 1,050,960 | $ 1,411,775 | $ 3,005,000 | |||||||||||||||||||||||
Cash | $ 634,999 | ||||||||||||||||||||||||||
Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Class of warrant or rights granted | 391,703 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services, shares | 1,862,744 | 193,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 1,250,595 | $ 2,108,500 | |||||||||||||||||||||||||
Related Party [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Accured interest | $ 509,165 | ||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Exercise price of warrants | $ 3.364 | $ 3.364 | $ 10.90 | ||||||||||||||||||||||||
Number of shares sold | 260,720 | ||||||||||||||||||||||||||
Warrants to purchase shares | 130,363 | 130,363 | 2,206,367 | 369,393 | |||||||||||||||||||||||
Purchase price, warrant | $ 3.989 | ||||||||||||||||||||||||||
Gross proceeds | $ 1,040,000 | ||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services, shares | 90,000 | 18,750 | |||||||||||||||||||||||||
Common stock issued for services | $ 426,780 | $ 223,125 | |||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 500,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 07, 2026 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Share price | $ 1 | ||||||||||||||||||||||||||
Stockholders equity | $ 5,000,000 | ||||||||||||||||||||||||||
Marketable securities | $ 35,000,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Grants | 200,000 | ||||||||||||||||||||||||||
Installment term | 1 year | ||||||||||||||||||||||||||
Subsequent Event [Member] | Consultants [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services, shares | 278,000 | 100,000 | 77,500 | ||||||||||||||||||||||||
Common stock issued for services | $ 419,780 | $ 53,020 | $ 227,150 | ||||||||||||||||||||||||
Consulting fees | $ 16,667 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Exercise price of warrants | $ 3.364 | ||||||||||||||||||||||||||
Number of shares sold | 260,720 | ||||||||||||||||||||||||||
Warrants to purchase shares | 130,363 | ||||||||||||||||||||||||||
Purchase price, warrant | $ 3.989 | ||||||||||||||||||||||||||
Gross proceeds | $ 1,040,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Former Employees [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services, shares | 76,744 | ||||||||||||||||||||||||||
Common stock issued for services | $ 64,879 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Officers Employee And Key Consultants [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Common stock issued for services, shares | 1,600,000 | ||||||||||||||||||||||||||
Common stock issued for services | $ 1,093,810 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Key Consultants [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Grants | 500,000 | ||||||||||||||||||||||||||
Common stock issued for services | $ 352,550 | ||||||||||||||||||||||||||
Monthly installment. | 1 year | ||||||||||||||||||||||||||
Subsequent Event [Member] | Officers And Key Consultants [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Consulting fees | $ 10,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Grants | 58,333 | ||||||||||||||||||||||||||
Number of shares issued | 41,667 | 250 | 1,250 | ||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Employees [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Grants | 150,000 | 200,000 | |||||||||||||||||||||||||
Number of shares issued, Vested | 50,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Employees [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||
Grants | 200,000 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS (Details) - $ / shares | 12 Months Ended | |||
Nov. 18, 2022 | Mar. 16, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Risk-free interest rate | 3.82% | |||
Dividend yield | 0% | 0% | 0% | |
Stock price volatility | 96.26% | 83.86% | ||
Expected life | 10 years | |||
Weighted average grant date fair value | $ 7.72 | $ 8 | ||
Minimum [Member] | ||||
Risk-free interest rate | 0.44% | 3.32% | 1.17% | |
Stock price volatility | 94.44% | 83.83% | ||
Expected life | 3 months | 5 years | 5 years | |
Maximum [Member] | ||||
Risk-free interest rate | 1.95% | 4.54% | 4.06% | |
Stock price volatility | 102.70% | 99.29% | ||
Expected life | 2 years | 6 years | 10 years |
SCHEDULE OF INFORMATION RELATED
SCHEDULE OF INFORMATION RELATED TO WARRANTS (Details) - $ / shares | 12 Months Ended | |||||||
Dec. 31, 2023 | Mar. 31, 2024 | Jul. 31, 2023 | Jul. 26, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 04, 2022 | Nov. 03, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Exercise price | $ 7.40 | $ 7.21 | $ 7.85 | $ 2.50 | $ 2.50 | $ 14 | ||
Number Outstanding | 2,748,371 | 2,878,734 | ||||||
ViralClear Pharmaceuticals, Inc. [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Number Outstanding | 480,347 | |||||||
BioSig AI Sciences, Inc. [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Exercise price | $ 1 | $ 1 | $ 1 | |||||
Number Outstanding | 130,500 | |||||||
Expiration date | June-July 2028 | |||||||
Range One [Member] | ViralClear Pharmaceuticals, Inc. [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Exercise price | $ 5 | |||||||
Number Outstanding | 473,772 | |||||||
Expiration date | November 2027 | |||||||
Range Two [Member] | ViralClear Pharmaceuticals, Inc. [Member] | ||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||
Exercise price | $ 10 | |||||||
Number Outstanding | 6,575 | |||||||
Expiration date | May 2025 |
SERIES C 9% CONVERTIBLE PREFE_2
SERIES C 9% CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 09, 2013 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||
Temporary equity, liquidation preference | $ 105,000 | $ 105,000 | $ 105,000 | |||
Deemed preferred stock dividend | 133,000 | 209,682 | ||||
Preferred stock, value | ||||||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Temporary equity, shares authorized | 4,200 | |||||
Temporary equity, liquidation preference | $ 1,000 | |||||
Preferred Stock, dividend rate | 9% | |||||
Temporary equity, par value | $ 1,000 | |||||
Beneficial ownership limitation rate. | 4.99% | |||||
Preferred stock, redemption price per share | $ 0.25 | $ 3.75 | ||||
Preferred stock, terms of conversion | (i) in cash, at the greater of (a) 120% of the stated value of $1,000 or (b) the product of (I) the variable weighted average price of our common stock on the trading day immediately preceding the date of the triggering event and (II) the stated value divided by the then conversion price or (ii) in shares of our common stock, equal to a number of shares equal to the amount set forth in (i) above divided by 75%. As of December 31, 2023 and 2022, the aggregate stated value of our Series C Preferred Stock was $105,000. The triggering events include our being subject to a judgment of greater than $100,000 or our initiation of bankruptcy proceedings. If any of the triggering events contained in our Series C Preferred Stock occur, the holders of our Series C Preferred Stock may demand redemption, an obligation the Company may not have the ability to meet at the time of such demand. The Company will be required to pay interest on any amounts remaining unpaid after the required redemption of our Series C Preferred Stock, at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law. Accordingly, the Company has classified the Series C Preferred Stock as a mezzanine obligation in the accompanying consolidated balance sheets. | |||||
Preferred stock, value | $ 105,000 | $ 105,000 | ||||
Temporary equity, shares issued | 105 | 105 | 105 | |||
Temporary equity, shares outstanding | 105 | 105 | ||||
Dividends payable | $ 100,567 | $ 91,117 | ||||
Series C Preferred Stock [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Beneficial ownership limitation conversion rate. | 9.99% | |||||
Preferred stock, redemption price per share | $ 2.27 | |||||
Preferred stock, value | $ 100,000 | |||||
Series C Preferred Stock [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, redemption price per share | $ 3.75 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate on pre-tax book loss | 26.90% | 26.90% |
Statutory rate on pre-tax book loss | 0% | 33.60% |
Statutory rate on pre-tax book loss | (26.90%) | (60.50%) |
Statutory rate on pre-tax book loss | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forwards | $ 43,329,000 | $ 36,977,000 |
Stock based compensation | 9,680,000 | 9,291,000 |
Research and development costs | 2,409,000 | 1,411,000 |
Valuation allowance | (55,418,000) | (47,679,000) |
Net non-current deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 160,926,000 | |
Valuation allowance, increased | 7,739,000 | |
Deferred tax assets, valuation allowance | $ 55,418,000 | $ 47,679,000 |