Annual report pursuant to Section 13 and 15(d)

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

v3.20.4
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
12 Months Ended
Dec. 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 11,974,450 (as amended) 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. There are 2,629,172 shares remaining available for future issuance of awards under the terms of the Plan as of December 31, 2020.

 

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 an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. 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 year ended December 31, 2020 was estimated using the Black-Scholes pricing model.

 

During the years ended December 31, 2020 and 2019, the Company granted an aggregate of 1,070,000 (net of 50,000 canceled) and 1,599,053 options to officers, directors, and key consultants.

 

During the years ended December 31, 2020 and 2019, the Company issued an aggregate of 634,517 and 1,558,317 stock grants to officers, employees and key consultants under the plan. See Note 8.

 

The following table presents information related to stock options at December 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

     

1,767,132

     

7.6

     

1,512,552

 
   

5.01-7.50

     

1,413,032

     

6.5

     

965,817

 
   

7.51-10.00

     

323,333

     

5.5

     

205,412

 
   

10.01-12.50

     

65,000

     

9.4

     

44,166

 
           

3,568,497

     

7.0

     

2,727,947

 

 

A summary of the stock option activity and related information for the Plan for the two years ended December 31, 2020 is as follows:

 

                   

Weighted-Average

         
           

Weighted-Average

   

Remaining

   

Aggregate

 
   

Shares

   

Exercise Price

   

Contractual Term

   

Intrinsic Value

 

Outstanding at January 1, 2019

    3,135,828     $ 5.34       5.2       -  

Grants

    1,599,053     $ 5.99       10.0       -  

Exercised

    (550,077

)

  $ 5.44                  

Forfeited/expired

    (204,000

)

  $ 5.51                  

Outstanding at December 31, 2019

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

Grants

    1,120,000       4.98       10.0     $ -  

Exercised

    (1,203,223

)

  $ 5.08                  

Forfeited/expired

    (329,084

)

  $ 5.19                  

Outstanding at December 31, 2020

    3,568,497     $ 5.59       7.00     $ 110,961  

Exercisable at December 31, 2020

    2,727,947     $ 5.54       6.43     $ 66,899  

 

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 $3.90 as of December 31, 2020, which would have been received by the option holders had those option holders exercised their options as of that date.

 

In 2019, the Company granted an aggregate of 1,599,053 options to purchase the Company’s common stock in connection for services rendered with a weighted average exercise price of $5.99 per share for a term of ten years with vesting from immediate to three years from grant date.

 

The following assumptions were used in determining the fair value of employee options for the year ended December 31, 2019:

 

Risk-free interest rate

    1.45% to 2.74

%

Dividend yield

    0

%

Stock price volatility

    86.74% to 91.55

%

Expected life

 

5 to 10 years

 

Weighted average grant date fair value

  $ 5.75  

 

On May 17, 2019, in connection with the retirement of two members of the Company’s board of directors, the Company extended the life of 628,905 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life up or May 17, 2021. The change in estimated fair value of the modified options of $666,062 was charged to current period operations

 

The following assumptions were used in determining the change in fair value of the modified options at May 17, 2019:

 

Risk-free interest rate

    2.33% - 2.40

%

Dividend yield

    0

%

Stock price volatility

    89.97

%

Expected life

 

0.12– 2 years

 

 

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 two 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. On August 12, 2020, this option was cancelled and a was replaced for a restricted stock award for 50,000 shares.

 

On April 14, 2020, BioSig Technologies, Inc. granted an aggregate of 625,000 options to purchase the company stock to directors and an employee. The options are exercisable at $4.66 per share for ten years and fully vested and exercisable at the date of grant. On April 14, 2020, BioSig Technologies, Inc. granted an aggregate of 90,000 options to purchase shares of its common stock to employees. The options are exercisable at $4.66 per share for ten years and vest quarterly over three years.

 

On May 20, 2020, BioSig Technologies, Inc. granted an aggregate of 65,000 options to purchase the company stock to consultants and an employee. The options are exercisable at $10.49 per share for ten years with 40,000 fully vested and exercisable at the date of grant and 25,000 options vesting quarterly over three years.

 

On August 26, 2020, BioSig Technologies, Inc. granted an aggregate of 25,000 options to purchase the company stock to three employees at the exercise price of $7.57 per share for a term of ten years with one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning November 26, 2021 for two years.

 

On October 9, 2020, BioSig Technologies, Inc. granted an aggregate of 105,000 options to purchase the company stock to three employees at the exercise price of $5.03 per share for a term of ten years with one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning January 9, 2022 for two years.

 

The following assumptions were used in determining the fair value of options during the years ended December 31, 2020 and 2019:

 

   

2020

   

2019

 

Risk-free interest rate

    0.42% - 1.83

%

    1.45% to 2.74

%

Dividend yield

    0

%

    0

%

Stock price volatility

    86.51% to 93.43

%

    86.74% to 91.55

%

Expected life

 

5 – 10 years

   

5-10 years

 

Weighted average grant date fair value

  $ 4.03     $ 5.75  

 

The fair value of all options vesting during the year ended December 31, 2020 and 2019 of $5,217,761 and $2,165,810, respectively, was charged to current period operations.  Unrecognized compensation expense of $3,163,790 and $4,513,290 at December 31, 2020 and 2019, respectively, 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 December 31, 2020: 

 

 

Exercise

   

Number

 

Expiration

 

Price

   

Outstanding

 

Date

 

$

3.75

     

10,000

 

January 2021

 

$

4.38

     

548,938

 

April 2021

 

$

4.80

     

125,000

 

February 2025

 

$

6.16

     

568,910

 

November 2027

 

$

6.85

     

193,352

 

July 2021 to August 2021

           

1,446,200

   

 

On November 20, 2019, the Company issued an aggregate of 568,910 warrants to purchase the Company’s common stock at $6.16 per share, expiring on November 20, 2027, to Mayo Foundation in connection with two know-how licensing agreements (See Note 11). The fair value of the of the issued warrants of $1,886,894, determined using the Black-Scholes option model with an estimated volatility of 71%, risk free rate of 1.69%, dividend yield of -0- and fair value of the Company’s common stock of $6.16, was charged to current period operations as acquired research and development.

 

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 two years ended December 31, 2020 is as follows:

 

                   

Weighted-Average

         
           

Weighted-Average

   

Remaining

   

Aggregate

 
   

Shares

   

Exercise Price

   

Contractual Term

   

Intrinsic Value

 

Outstanding at January 1, 2019

    4,579,511     $ 4.73       1.5     $ 1,924,388  

Issued

    568,910     $ 6.16       7.0       -  

Exercised

    (2,170,406

)

  $ 3.99                  

Expired

    (233,297

)

  $ 7.24                  

Outstanding at December 31, 2019

    2,744,718     $ 5.40       2.2     $ 3,410,763  

Issued

    125,000       4.80       4.2          

Exercised

    (580,487

)

  $ 3.89                  

Expired

    (843,031

)

  $ 6.29       -       -  

Outstanding at December 31, 2020

    1,446,200     $ 5.44       3.3     $ 1,500  
                                 

Vested and expected to vest at December 31, 2020

    1,446,200     $ 5.27       3.2     $ 1,500  

Exercisable at December 31, 2020

    1,446,200     $ 5.27       3.2     $ 1,500  

 

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 $3.90 of December 31, 2020, which would have been received by the option holders had those option holders exercised their options as of that date.

 

Restricted Stock Units

 

The following table summarizes the restricted stock activity for the Two years ended December 31, 2020:

 

Restricted shares issued as of January 1, 2019

    -  

Granted

    376,000  

Vested and issued

    (113,332

)

Restricted shares issued as of December 31, 2019

    262,668  

Granted

    175,000  

Vested and issued

    (219,334

)

Vested restricted shares as of December 31, 2020

    -  

Unvested restricted shares as of December 31, 2020

    218,334  

 

In 2019, the Company granted an aggregate of 376,000 restricted stock grants for services with vesting from immediate to two years from grant date.

 

In 2020, the Company granted an aggregate of 175,000 restricted stock grants for services with vesting from one year to three years from grant date.

 

Stock based compensation expense related to restricted stock grants was $1,151,676 and $1,586,736 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the stock-based compensation relating to restricted stock of $375,863 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 nonstatutory options. The Board of Directors of ViralClear or a committee thereof 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 1,051,618 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, 2020 is as follows:

 

                   

Weighted-Average

 
           

Weighted-Average

   

Remaining

 
   

Shares

   

Exercise Price

   

Contractual Term

 

Outstanding at January 1, 2019

    -                  

Grants

    575,000     $ 5.00       -  

Exercised

    -                  

Forfeited/expired

    -                  

Outstanding at December 31, 2019

    575,000     $ 5.00       9.29  

Grants

    1,599,173     $ 5.31       9.59  

Exercised

    -                  

Forfeited/expired

    (646,507

)

  $ 5.77          

Outstanding at December 31, 2020

    1,527,666     $ 5.00       3.96  

Exercisable at December 31, 2020

    1,452,665     $ 5.00       3.68  

 

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

 

 

Options Outstanding

   

Options Exercisable

 
                 

Weighted

         
                 

Average

   

Exercisable

 
 

Exercise

   

Number of

   

Remaining Life

   

Number of

 
 

Price

   

Options

   

In Years

   

Options

 
 

$

5.00

     

1,527,666

     

3.96

     

1,452,665

 

 

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. 

 

On October 11, 2019, the Company granted 575,000 options to purchase ViralClear common stock in connection with services rendered at an exercise price of $5.00 per share, for a term of 10 years, vesting immediately.

 

The following assumptions were used in determining the change in fair value of the ViralClear options at October 11, 2019:

 

Risk-free interest rate

    1.56

%

Dividend yield

    0

%

Stock price volatility

    71.0

%

Expected life

 

5 years

 

 

In 2020, ViralClear granted an aggregate of 1,599,173 options to purchase shares with an exercise price of $5.00 to $10.00 for ten years with 1,278,999 vested immediately, 120,174 quarterly over one year and 200,000 quarterly over two years.

 

The following assumptions were used in determining the change in fair value of the ViralClear options for the year ended December 31, 2020:

 

Risk-free interest rate

    0.36% to 0.52

%

Dividend yield

    0

%

Stock price volatility

    125.16% to 126.03

%

Expected life

 

5 – 6 years

 

Weighted average grant date fair value

  $ 4.51  

 

The fair value of all options vesting during the years ended December 31, 2020 and 2019 of $5,873,376 and $1,696,250, respectively, was charged to current period operations.  Unrecognized compensation expense of $328,686 at December 31, 2020 will be expensed in future periods.

 

Warrants (ViralClear)

 

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

 

 

Exercise

   

Number

 

Expiration

 

Price

   

Outstanding

 

Date

 

$

5.00

     

473,772

 

November 2027

   

10.00

     

6,575

 

May 2025

           

480,347

   

 

On November 20, 2019, ViralClear issued 473,772 warrants to purchase the Company’s common stock at $5.00 per share, expiring on November 20, 2027, to Mayo Foundation in connection with a know-how licensing agreement (See Note 13). The fair value of the of the issued warrants of $1,275,448, determined using the Black-Scholes option model with an estimated volatility of 71%, risk free rate of 1.69%, dividend yield of -0- and the estimate fair value of NeuroClear’ s common stock of $5.00, based on recent sales activity, was charged to current period operations as acquired research and development.

 

On May 20, 2020, ViralClear issued warrants to purchase 6,575 shares of its common stock at $10.00 per share, expiring on May 20, 2025, for placement agent services in connection with the sale of ViralClear’s common stock.

 

Restricted stock units (ViralClear)

 

On September 24, 2019, the Company granted 40,000 restricted stock units for services vesting monthly over one year.

 

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

 

On March 30, 2020, ViralClear 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.

 

On July 13, 2020, ViralClear granted 82,716 restricted stock units to a consultant for services with vesting monthly over one year from date of grant.

 

The following table summarizes the restricted stock activity for the two years ended December 31, 2020:

 

Restricted shares issued as of January 1, 2019

    -  

Granted

    40,000  

Restricted shares issued as of December 31, 2019

    40,000  

Granted

    1,380,716  

Vested

    -  

Vested restricted shares as of December 31, 2020

    732,465  

Unvested restricted shares as of December 31, 2020

    648,251  

 

Stock based compensation expense related to restricted stock unit grants of ViralClear was $5,893,320 and $53,552 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the stock-based compensation relating to restricted stock of $1,025,802 remains unamortized.