Quarterly report pursuant to Section 13 or 15(d)

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

v3.20.1
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
3 Months Ended
Mar. 31, 2020
Disclosure Text Block Supplement [Abstract]  
Shareholders' Equity and Share-based Payments [Text Block]

NOTE 9 – 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 provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 9,474,450 (as amended) shares of the Company’s common stock to officers, directors, employees and consultants of the Company (as amended). 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. There are 1,444,718 shares remaining available for future issuance of awards under the terms of the Plan.


Options


During the three months ended March 31, 2020, the Company granted an aggregate of 210,000 options to officers, directors and key consultants.


The following table presents information related to stock options at March 31, 2020:


 

Options Outstanding

   

Options Exercisable

 
                 

Weighted

         
                 

Average

   

Exercisable

 
 

Exercise

   

Number of

   

Remaining Life

   

Number of

 
 

Price

   

Options

   

In Years

   

Options

 
  $ 2.51-5.00       1,666,695       7.6       1,231,699  
    5.01-7.500       1,856,230       5.8       1,329,943  
    7.51-10.00       305,971       7.4       168,470  
            3,828,896       6.7       2,730,112  

A summary of the stock option activity and related information for the Plan for the three months ended March 31, 2020 is as follows:


                   

Weighted-Average

         
           

Weighted-Average

   

Remaining

   

Aggregate

 
   

Shares

   

Exercise Price

   

Contractual Term

   

Intrinsic Value

 

Outstanding at January 1, 2020

    3,980,804     $ 5.58       6.3     $ 3,130,791  

Grants

    210,000       4.01       10.0     $ -  

Exercised

    (309,630

)

  $ 5.23       0.00          

Forfeited/expired

    (52,278

)

  $ 6.49                  

Outstanding at March 31, 2020

    3,828,896     $ 5.54       6.72     $ 389,031  

Exercisable at March 31, 2020

    2,730,112     $ 5.66       5.40     $ 268,481  

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 $4.19 as of March 31, 2020, which would have been received by the option holders had those option holders exercised their options as of that date.


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 using the BioSig Technologies, Inc.’s own historical stock prices.  The Company accounts for the expected life of options 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.  The fair value of stock-based payment awards during the three months ended March 31, 2020 was estimated using the Black-Scholes pricing model.


On January 10, 2020, BioSig Technologies, Inc. granted 60,000 options to purchase the company stock in connection with the services rendered at the exercise price of $6.00 per share for a term of ten years with quarterly vesting beginning March 31, 2020 for three years.


On March 24, 2020, BioSig Technologies, Inc. granted 100,000 options to purchase the company stock in connection with the services rendered at the exercise price of $2.96 per share for a term of ten years with 25,000 vesting immediately and 75,000 quarterly vesting beginning June 30, 2020 for three years.


On March 31, 2020, BioSig Technologies, Inc. granted 50,000 options to purchase the company stock in connection with the services rendered at the exercise price of $3.73 per share for a term of ten years with vesting quarterly vesting beginning June 30, 2020 for three years.


The following assumptions were used in determining the fair value of options during the three months ended March 31, 2020:


Risk-free interest rate

    0.55% - 1.83

%

Dividend yield

    0

%

Stock price volatility

    86.51% to 90.42

%

Expected life

 

6 – 10 years

 

Weighted average grant date fair value

  $ 3.73  

The fair value of all options vesting during the three months ended March 31, 2020 and 2019 of $623,693 and $193,234, respectively, was charged to current period operations.  Unrecognized compensation expense of $4,671,893 at March 31, 2020 will be expensed in future periods.


Warrants


The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at March 31, 2020: 


 

Exercise

   

Number

 

Expiration

 

Price

   

Outstanding

 

Date

  $ 3.75       461,325  

April 2020 to January 2021

  $ 4.375       602,272  

April 2021 to May 2021

  $ 4.80       125,000  

February 2025

  $ 6.16       568,910  

November 2027

  $ 6.85       205,523  

July 2021 to August 2021

            1,963,030    

On February 25, 2020, BioSig Technologies, Inc. issued warrants to purchase 125,000 shares of its common stock at $4.80 per share, expiring on February 21, 2025, for placement agent services in connection with the sale of the company’s common stock.


A summary of the warrant activity for the three months ended March 31, 2020 is as follows:


 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

Remaining

 

 

Aggregate

 

 

 

Shares

 

 

Exercise Price

 

 

Contractual Term

 

 

Intrinsic Value

 

Outstanding at January 1, 2020

 

 

2,744,718

 

 

$

5.40

 

 

 

2.2

 

 

$

3,410,763

 

Grants

 

 

125,000

 

 

 

4.80

 

 

 

5.0

 

 

 

 

 

Exercised

 

 

(112,792

)

 

$

3.83

 

 

 

 

 

 

 

 

 

Expired

 

 

(793,896

)

 

$

6.45

 

 

 

-

 

 

 

-

 

Outstanding at March 31, 2020

 

 

1,963,030

 

 

$

5.03

 

 

 

3.1

 

 

$

202,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at March 31, 2020

 

 

1,963,030

 

 

$

5.03

 

 

 

3.1

 

 

$

202,983

 

Exercisable at March 31, 2020

 

 

1,963,030

 

 

$

5.03

 

 

 

3.1

 

 

$

202,983

 


The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the company’s stock price of $4.19 of March 31, 2020, which would have been received by the option holders had those option holders exercised their options as of that date.


Restricted Stock


The following table summarizes the restricted stock activity for the three months ended March 31, 2020:


Restricted shares issued as of January 1, 2020

    262,668  

Granted

    -  

Vested

    (81,334

)

Vested restricted shares as of March 31, 2020

    -  

Unvested restricted shares as of March 31, 2020

    181,334  

Stock based compensation expense related to restricted stock grants was $401,478 and $143,581 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the stock-based compensation relating to restricted stock of $616,505 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 (the “ViralClear Plan”), subject to ViralClear’s stockholders. The Plan provides for the issuance of options, stock appreciation rights, restricted stock and restricted stock units to purchase up to 1,750,000 shares of ViralClear’s common stock to officers, directors, employees and consultants of the ViralClear. Under the terms of the Plan, ViralClear may issue Incentive Stock Options as defined by the Internal Revenue Code to employees of ViralClear only and nonstatutory options. The Board of Directors of ViralClear 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 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.


ViralClear Options


The following table presents information related to stock options at March 31, 2020:


 

Options Outstanding

   

Options Exercisable

 
                 

Weighted

         
                 

Average

   

Exercisable

 
 

Exercise

   

Number of

   

Remaining Life

   

Number of

 
 

Price

   

Options

   

In Years

   

Options

 
  $ 5.00       575,000       9.5       575,000  

Warrants (ViralClear)


The following table presents information related to warrants (ViralClear) at March 31, 2020:


 

Exercise

   

Number

 

Expiration

 

Price

   

Outstanding

 

Date

  $ 5.00       473,772  

November 2027


A summary of the warrant activity for the three months ended March 31, 2020 is as follows:


   

Shares

   

Weighted-Average Exercise Price

   

Weighted-Average Remaining Contractual Term

   

Aggregate Intrinsic Value

 

Outstanding at January 1, 2020

    473,772     $ 5.00       7.9     $ -  

Grants

    -                          

Exercised

    -                          

Expired

    -                          

Outstanding at March 31, 2020

    473,772     $ 5.00       7.6     $ -  
                                 

Vested and expected to vest at March 31, 2020

    473,772     $ 5.00       7.6     $ -  

Exercisable at March 31, 2020

    473,772     $ 5.00       7.6     $ -  

Restricted stock units (ViralClear)


On March 25, 2020, the Company granted an aggregate of 338,000 restricted stock units to two ViralClear board members for services vesting immediately.


On March 30, 2020, the Company granted an aggregate of 960,000 restricted stock units to ViralClear board members and employees for services with 320,000 vesting immediately, and 640,000 vesting upon ViralClear meeting certain milestones.


The following table summarizes the restricted stock activity for the three months ended March 31, 2020:


Restricted shares issued as of January 1, 2020

    40,000  

Granted

    1,298,000  

Vested

    -  

Vested restricted shares as of March 31, 2020

    658,000  

Unvested restricted shares as of March 31, 2020

    680,000  

Stock based compensation expense related to restricted stock unit grants of ViralClear was $3,387,413 and $0 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the stock-based compensation relating to restricted stock of $3,063,988 remains unamortized.