Annual report pursuant to Section 13 and 15(d)

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

v3.22.1
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
12 Months Ended
Dec. 31, 2021
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 14,474,450 (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 3,048,522 shares remaining available for future issuance of awards under the terms of the Plan as of December 31, 2021.

 

During the years ended December 31, 2021 and 2020, the Company granted an aggregate of 1,818,000 and 1,070,000 (net of 50,000 canceled) options to officers, directors, and key consultants.

 

During the years ended December 31, 2021 and 2020, the Company issued an aggregate of 1,185,872 and 634,517 stock grants to officers, employees and key consultants under the plan. See Note 8.

 

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 following table presents information related to stock options at December 31, 2021:

 

 

Options Outstanding

 

 

Options Exercisable

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Exercisable

 

 

Exercise

 

 

Number of

 

 

Remaining Life

 

 

Number of

 

 

Price

 

 

Options

 

 

In Years

 

 

Options

 

 

$

Under 3.00

 

 

 

1,035,375

 

 

 

9.5

 

 

 

560,000

 

 

 

3.00-3.99

 

 

 

587,466

 

 

 

6.5

 

 

 

387,466

 

   

4.00-4.99

     

1,762,916

     

6.2

     

1,151,545

 
   

5.00-5.99

     

156,132

     

7.1

     

119,464

 
   

6.00-6.99

     

591,542

     

5.0

     

478,846

 

 

 

7.00-7.99

 

 

 

191,720

 

 

 

6.9

 

 

 

177,138

 

 

 

Over 8.00

 

 

 

243,333

 

 

 

6.3

 

 

 

197,351

 

 

 

 

 

 

 

4,568,484

 

 

 

6.9

 

 

 

3,071,810

 

 

A summary of the stock option activity and related information for the Plan for the two years ended December 31, 2021 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

    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       7.0     $ 110,961  

Grants

    1,818,000     $ 3.69       10.0     $ -  

Exercised

    (9,375

)

  $ 2.96                  

Forfeited/expired

    (808,638

)

  $ 6.19                  

Outstanding at December 31, 2021

    4,568,484     $ 4.57       6.9     $ -  

Exercisable at December 31, 2021

    3,071,810     $ 4.83       6.0     $ -  

 

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 $2.23 as of December 31, 2021, which would have been received by the option holders had those option holders exercised their options as of that date.

 

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.

 

On January 12, 2021, BioSig Technologies, Inc. granted 387,500 options to purchase the company stock in connection with the services rendered at the exercise price of $4.23 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 12, 2022 for two years.

 

On February 16, 2021, BioSig Technologies, Inc. granted 102,000 options to purchase the company stock in connection with the services rendered at the exercise price of $4.97 per share for a term of ten years with one-third vesting on the one year anniversary and two-thirds vesting quarterly thereafter beginning February 16, 2022 for two years.

 

On April 9, 2021, BioSig Technologies, Inc. granted 90,000 options to purchase the company stock in connection with the services rendered at the exercise price of $4.38 per share for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning April 9, 2022 for two years.

 

On April 13, 2021, BioSig Technologies, Inc. granted 25,000 options to purchase the company stock in connection with the services rendered at the exercise price of $4.42 per share for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning April 13, 2022 for two years.

 

On May 18, 2021, BioSig Technologies, Inc. granted 150,000 options to purchase the company stock in connection with the services rendered at the exercise price of $3.20 per share for a term of ten years with one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning May 18, 2022 for two years.

 

On August 3, 2021, BioSig Technologies, Inc. granted an aggregated of 75,000 options to purchase shares of its common stock to three employees. The options are exercisable at $3.61 per share for ten years with one-third vesting on the first anniversary of the date of grant, and the remaining two-thirds vesting in substantially equal quarterly installments over the following two years.

 

On August 31, 2021, BioSig Technologies, Inc. granted an aggregated of 47,500 options to purchase shares of its common stock to three employees. The options are exercisable at $2.98 per share for ten years with immediate vesting.

 

On September 17, 2021, BioSig Technologies, Inc. granted an aggregated of 40,000 options to purchase shares of its common stock to two employees. The options are exercisable at $2.99 per share for ten years with one-third vesting on the first anniversary of the date of grant, and the remaining two-thirds vesting in substantially equal quarterly installments over the following two years.

 

On October 4, 2021, BioSig Technologies, Inc. granted 50,000 options to purchase shares of its common stock to a newly appointed Board member. The options are exercisable at $2.89 per share for ten years with half immediate vesting and half vesting on September 20, 2022.

 

On December 15, 2021, BioSig Technologies, Inc. granted an aggregate of 351,000 options to purchase shares of its common stock to two employees. The options are exercisable at $2.58 per share for ten years with one-third vesting on the first anniversary of the date of grant, and the remaining two-thirds vesting in substantially equal quarterly installments over the following two years.

 

On December 28, 2021, BioSig Technologies, Inc. granted an aggregate of 425,000 options to purchase shares of its common stock with as compensation to the Company’s Board of Directors. The options are exercisable at $2.44 per share with immediate vesting. Also, on December 28, 2021, BioSig Technologies issued 75,000 options to purchase shares of its common stock to a consultant. The options are exercisable at $2.44 per share with 25,000 options vested immediately and 50,000 options vesting on the one-year anniversary.

 

The following assumptions were used in determining the fair value of options during the years ended December 31, 2021 and 2020:

 

   

2021

   

2020

 

Risk-free interest rate

    0.77% - 1.49

%

    0.42% to 1.83

%

Dividend yield

    0

%

    0

%

Stock price volatility

    82.50% to 95.98

%

    86.51% to 93.43

%

Expected life

 

5 – 10 years

   

5-10 years

 

Weighted average grant date fair value

  $ 2.55     $ 4.03  

 

On June 28, 2021, in connection with the exit of two members of the Company’s board of directors, the Company extended the life of 145,000 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life or June 28, 2023. The change in estimated fair value of the modified options of $182,514 was charged to current period operations.

 

The following assumptions were used in determining the change in fair value of the modified options at June 28, 2021:

 

Risk-free interest rate

    0.05% - 0.25

%

Dividend yield

    0

%

Stock price volatility

    88.57

%

Expected life

 

0.25 – 2 years

 

 

On June 30, 2021, in connection with the resignation of a member of the Company’s board of directors, the Company entered into a one-year consulting contract and extended the life of 221,240 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life or two years after service contract completion. The change in estimated fair value of the modified options of $111,402 was charged to current period operations.

 

The following assumptions were used in determining the change in fair value of the modified options on June 30, 2021:

 

Risk-free interest rate

    0.06% - 0.46

%

Dividend yield

    0

%

Stock price volatility

    88.59

%

Expected life

 

0.59 – 3 years

 

 

The fair value of all options vesting during the year ended December 31, 2021 and 2020 of $3,357,274 and $5,217,761, respectively, was charged to current period operations. Unrecognized compensation expense of $3,655,519 at December 31, 2021 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, 2021:

 

 

Exercise

 

 

Number

 

Expiration

 

Price

 

 

Outstanding

 

Date

 

$

4.80

 

 

 

250,000

 

February 2025 to July 2026

 

$

6.16

 

 

 

568,910

 

November 2027

 

 

 

 

 

 

818,910

 

 

 

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.

 

On July 7, 2021, BioSig Technologies, Inc. issued warrants to purchase 125,000 shares of its common stock at $4.80 per share, expiring on July 2, 2026, 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, 2021 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  

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  

Issued

    125,000     $ 4.80       5.0          

Expired

    (752,290

)

  $ 5.00       -       -  

Outstanding at December 31, 2021

    818,910     $ 5.74       5.3     $ -  
                                 

Vested and expected to vest at December 31, 2021

    818,910     $ 5.74       5.3     $ -  

Exercisable at December 31, 2021

    818,910     $ 5.74       5.3     $ -  

 

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 $2.23 of December 31, 2021, 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, 2021:

 

Restricted shares issued as of January 1, 2020

    262,668  

Granted

    175,000  

Vested and issued

    (219,334

)

Restricted shares issued as of December 31, 2020

    218,334  

Granted

    301,000  

Vested and issued

    (258,084

)

Forfeited

    (120,000

)

Vested restricted shares as of December 31, 2021

    -  

Unvested restricted shares as of December 31, 2021

    141,250  

 

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.

 

On January 4, 2021, the Company granted 220,000 restricted stock units for services with 105,000 vesting one-third on the one-year anniversary and two-thirds vesting quarterly thereafter beginning January 4, 2022 for two years and with 115,000 vesting quarterly for one year.

 

On March 8, 2021 the Company granted 31,000 restricted stock units for services vesting on August 31, 2021.

 

On June 1, 2021, in connection with the termination of an employee, the Company accelerated vesting of 30,000 previously granted restricted stock units from a three-year period to fully vested. The change in vesting of the modified restricted stock unit resulted in a $109,725 charge to current period operations.

 

On June 30, 2021, in connection with the resignation of a member of the Company’s board of directors, the Company accelerated vesting of 50,000 previously granted restricted stock units from a three-year period to fully vested. The change in vesting of the modified restricted stock unit resulted in a $232,375 charge to current period operations.

 

On August 14, 2021 the Company granted 50,000 restricted stock units for services vesting quarterly for one year.

 

Stock based compensation expense related to restricted stock grants was $950,281 and $1,151,676 for the year ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the stock-based compensation relating to restricted stock of $286,417 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 2,330,750 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, 2021 is as follows:

 

                   

Weighted-Average

 
           

Weighted-Average

   

Remaining

 
   

Shares

   

Exercise Price

   

Contractual Term

 

Outstanding at January 1, 2020

    575,000     $ 5.00       9.3  

Grants

    1,599,173     $ 5.31       9.6  

Forfeited/expired

    (646,507

)

  $ 5.77          

Outstanding at December 31, 2020

    1,527,666     $ 5.00       4.0  

Exercised

    (550,000

)

  $ 5.00          

Forfeited/expired

    (852,666

)

  $ 5.00          

Outstanding at December 31, 2021

    125,000     $ 5.00       7.2  

Exercisable at December 31, 2021

    83,331     $ 5.00       6.6  

 

The following table presents information related to stock options at December 31, 2021:

 

Options Outstanding

 

 

Options Exercisable

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Exercisable

 

Exercise

 

 

Number of

 

 

Remaining Life

 

 

Number of

 

Price

 

 

Options

 

 

In Years

 

 

Options

 

$

5.00

 

 

 

125,000

 

 

 

7.2

 

 

 

83,331

 

 

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.

 

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  

 

On July 1, 2021, ViralClear issued 206,250 shares of its common stock in exchange for the cashless exercise of 550,000 options previously granted on October 16, 2019.

 

On June 30, 2021, in connection with the resignation of a member of the Company’s board of directors, the Company entered into a one-year consulting contract and extended the life of 25,000 previously issued director options from the contractual 90 days from termination of service to the earlier of the initial life or two years after service contract completion. The change in estimated fair value of the modified options of $26,577 was charged to current period operations.

 

The following assumptions were used in determining the change in fair value of the modified options at June 30, 2021:

 

Risk-free interest rate

    0.07% - 0.46

%

Dividend yield

    0

%

Stock price volatility

    88.59

%

Expected life

 

1.25 - 3 years

 

 

The fair value of all options vesting during the years ended December 31, 2021 and 2020 of $146,083 and $5,873,376, respectively, was charged to current period operations. Unrecognized compensation expense of $182,604 at December 31, 2021 will be expensed in future periods.

 

Warrants (ViralClear)

 

The following table presents information related to warrants (ViralClear) at December 31, 2021:

 

 

Exercise

 

 

Number

 

Expiration

 

Price

 

 

Outstanding

 

Date

 

$

5.00

 

 

 

473,772

 

November 2027

 

 

10.00

 

 

 

6,575

 

May 2025

 

 

 

 

 

 

480,347

 

 

 

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)

 

The following table summarizes the restricted stock activity for the two years ended December 31, 2021:

 

Restricted shares outstanding at January 1, 2020:

    40,000  

Granted

    1,380,716  

Restricted shares outstanding at December 31, 2020:

    1,420,716  

Issued

    (40,000

)

Forfeited

    (62,037

)

Total restricted shares outstanding at December 31, 2021:

    1,318,679  
         

Comprised of:

       

Vested restricted shares as of December 31, 2021

    678,679  

Unvested restricted shares as of December 31, 2021

    640,000  

Total

    1,318,679  

 

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.

 

Stock based compensation expense related to restricted stock unit grants of ViralClear was $904,112 and $5,893,320 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the stock-based compensation relating to restricted stock of $186,047 remains unamortized.