Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38659

BIOSIG TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-4333375
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

55 Greens Farms Road, 1st Floor Westport, CT		06880
(Address of principal executive office)		(Zip Code)

(203) 409-5444

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BSGM		The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 17, 2024, there were 12,476,413 shares of registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

	ITEM 1.	Financial Statements

		Condensed consolidated balance sheets as of March 31, 2024 (unaudited) and December 31, 2023	3

		Condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 (unaudited)	4

		Condensed consolidated statement of changes in deficit for the three months ended March 31, 2024 (unaudited)	5

		Condensed consolidated statement of changes in equity for the three months ended March 31, 2023 (unaudited)	6

		Condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023 (unaudited)	7

		Notes to condensed consolidated financial statements (unaudited)	8-28

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-36
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	36
	ITEM 4.	Controls and Procedures	36

PART II. OTHER INFORMATION

	ITEM 1.	Legal Proceedings	39
	ITEM 1A.	Risk Factors	40
	ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	41
	ITEM 3.	Defaults Upon Senior Securities	42
	ITEM 4.	Mine Safety Disclosures	42
	ITEM 5.	Other Information	42
	ITEM 6.	Exhibits	42

	SIGNATURES		46

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value and Share Amounts)

	March 31,			December 31,
	2024			2023
	(unaudited)
ASSETS
Current assets:
Cash	$	416		$	190
Accounts receivable		14			24
Employee advance		-			5
Net investment in leases, short term		90			103
Prepaid expenses and vendor deposits		220			206
Total current assets		740			528

Property and equipment, net		182			509

Right-to-use assets, net		335			412

Other assets:
Net investment in leases, long term		4			17
Patents, net		284			288
Other assets		44			44

Total assets	$	1,589		$	1,798

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses, including $20 and $30 to related parties as of March 31, 2024 and December 31, 2023, respectively	$	4,821		$	4,116
Customer deposits		-			16
Dividends payable		103			101
Lease liability, short term		308			349
Total current liabilities		5,232			4,582

Long term liabilities:
Note payable-related party, long term		500			-
Lease liability, long term		60			103
Total long term liabilities		560			103

Total liabilities		5,792			4,685

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 March 31, 2024 and December 31, 2023		105			105

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 March 31, 2024 and December 31, 2023 (see above)		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 11,165,007 and 9,040,043 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		11			9
Additional paid in capital		244,085			241,988
Accumulated deficit		(248,417	)		(245,015	)
Total stockholders’ deficit attributable to BioSig Technologies, Inc.		(4,321	)		(3,018	)
Non controlling interest		13			26
Total deficit		(4,308	)		(2,992	)

Total liabilities and deficit	$	1,589		$	1,798

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	2024			2023
	Three months ended March 31,
	2024			2023
Revenue:
Service	$	14		$	5

Operating expenses:
Research and development		238			1,062
General and administrative		2,882			6,245
Impairment of long term assets		253			-
Depreciation and amortization		78			84
Total operating expenses		3,451			7,391

Loss from operations		(3,437	)		(7,386	)

Other income (expense):
Interest income, net		(3	)		4
Other income (expense), net:		25			-

Loss before income taxes		(3,415	)		(7,382	)

Income taxes (benefit)		-			-

Net loss		(3,415	)		(7,382	)

Non-controlling interest		13			50

Net loss attributable to BioSig Technologies, Inc.		(3,402	)		(7,332	)

Preferred stock dividend		(2	)		(2	)
Preferred stock deemed dividend		(133	)		-

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,537	)	$	(7,334	)

Net loss per common share, basic and diluted	$	(0.36	)	$	(1.19	)

Weighted average number of common shares outstanding, basic and diluted		9,856,261			6,186,666

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

THREE MONTHS ENDED MARCH 31, 2024

(In Thousands, Except Par Value and Share Amounts)

					Additional
	Common stock				Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2023		9,040,043	$	9	$	241,988		$	(245,015	)	$	26		$	(2,992	)
Common stock issued for services		1,862,744		2		1,249			-			-			1,251
Sale of common stock and warrants		260,720		-*		1,040			-			-			1,040
Stock based compensation		1,500		-*		(190	)		-			-			(190	)
Accretion of deemed preferred stock dividend		-		-		133			-			-			133
Deemed preferred stock dividend		-		-		(133	)		-			-			(133	)
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(3,402	)		(13	)		(3,415	)
Balance, March 31, 2024 (unaudited)		11,165,007	$	11	$	244,085		$	(248,417	)	$	13		$	(4,308	)

*	- less than $1

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

THREE MONTHS ENDED MARCH 31, 2023

(In Thousands, Except Par Value and Share Amounts)

					Additional
	Common stock				Paid in			Accumulated			Non-controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2022		5,505,068	$	5	$	216,282		$	(215,974	)	$	(21	)	$	292
Balance		5,505,068	$	5	$	216,282		$	(215,974	)	$	(21	)	$	292
Common stock issued for services		116,750		-*		1,097			-			-			1,097
Common stock issued in settlement of accounts payable		8,800		-*		105			-			-			105
Sale of common stock and warrants, net transactional costs of $482		850,030		1		6,747			-			-			6,748
Sale of common stock and warrants		850,030		1		6,747			-			-			6,748
Stock based compensation		249,125		-*		1,047			-			5			1,052
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net loss		-		-		-			(7,332	)		(50	)		(7,382	)
Balance, March 31, 2023 (unaudited)		6,729,773	$	6	$	225,276		$	(223,306	)	$	(66	)	$	1,910
Balance		6,729,773	$	6	$	225,276		$	(223,306	)	$	(66	)	$	1,910

- less than $1

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	2024			2023
	Three months ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,415	)	$	(7,382	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		78			84
Non-cash lease expense		77			71
Impairment of long-term assets		253			-
Equity based compensation		1,061			2,149
Changes in operating assets and liabilities:
Accounts receivable		10			(8	)
Lease receivables		25			25
Employee advances		5			-
Inventory		-			(9	)
Prepaid expenses and other		(13	)		(151	)
Deferred revenue		-			(5	)
Customer deposits		(16	)		8
Accounts payable and accrued expenses		705			(355	)
Operating lease liabilities		(84	)		(75	)
Net cash used in operating activities		(1,314	)		(5,648	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(45	)
Net cash used in investing activity		-			(45	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of related party note payable		500			-
Proceeds from sale of common stock and warrants, net of issuance costs		1,040			6,748
Net cash provided by financing activities		1,540			6,748

Net increase in cash and cash equivalents		226			1,055

Cash, beginning of the period		190			357
Cash, end of the period	$	416		$	1,412

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for income taxes	$	-		$	-

Noncash investing and financing activities:
Common stock issued in settlement of debt	$	-		$	105
Dividend payable on preferred stock charged to additional paid in capital	$	2		$	2
Series C convertible preferred stock deemed dividend	$	133		$	-

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

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.

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 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 (“ASC 842”) for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales and software rentals, the Company recognizes revenue under ASC 606.

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:

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

)

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

)

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:

	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, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The guidance will first be effective in our annual disclosures for the year ending December 31, 2025, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2023-09 on our 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 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.

Depreciation expenses were $73,376 and $79,468 for the three months ended March 31, 2024 and 2023, respectively.

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):


Year ended December 31, 2024		278
Year ended December 31, 2025		106
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 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 three months ended March 31, 2024 and 2023 are presented below:

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, 2024 (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, 2023 (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):


Year ended December 31, 2024		78
Year ended December 31, 2025		13
Present value of unguaranteed residual assets		4
Total		95
Less: Present value discount		(1	)
Net investment in leases	$	94

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at March 31, 2024 and December 31, 2023 consist of the following:

	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
	$	4,821	$	4,116

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.

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

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 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 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):

	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 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 December 4, 2023, the Company received a threat of litigation for the termination of employment with the Company alleging the termination of employment was in retaliation for bringing to the attention of the Company’s board of directors and executives a series of wrongful and questionable practices by members of the Company’s board of directors, Chief Executive Officer and Chief Financial Officer. The claimant sought compensation of in the amount of $775,782. After an investigation conducted by the Board and guidance of legal counsel, it was concluded that the claim was without merit.

On February 22, 2024, the Company received a threat of litigation seeking restitution for losses resulting from unlawful actions taken by the Company’s board of directors. The claimant contends that he and others have sustained losses totaling $1,440,000. On March 22, 2024, the claimant sent another letter to the Company referencing the previous letter and requesting several documents. The Company believes that these claims are without merit.

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 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, 2024 (000’s)		Three Months Ended March 31, 2023 (000’s)
Revenues (from external customers)
BioSig	$	14	$	5
ViralClear		-		-
BioSig AI Sciences		-		-
Revenues	$	14	$	5

	Three Months Ended March 31, 2024 (000’s)		Three Months Ended March 31, 2023 (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, 2024 (000’s)			Three Months Ended March 31, 2023 (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, 2024 (000’s)			December 31, 2023 (000’s)
Total Assets
BioSig	$	821		$	485
ViralClear		(542	)		-
BioSig AI Sciences		1,310			1,313
Total Assets	$	1,589		$	1,798

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 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).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

Business Overview

BioSig Technologies is a medical device company with an advanced digital signal processing technology platform to deliver insights to the treatment of cardiovascular arrhythmias. Through collaboration with physicians, experts, and healthcare leaders across the field of electrophysiology (EP), we are committed to addressing healthcare’s biggest priorities — saving time, saving costs, and saving lives.

Our first product, the PURE EP™ System, is an FDA 510(k) cleared non-invasive class II device consisting of a unique combination of hardware and software designed to provide unprecedented signal clarity and precision for real-time visualization of intracardiac signals paving the way for personalized patient care. Integrating with existing systems in the EP lab, PURE EP™ is designed to accurately pinpoint even the most complex signals to maximize procedural success and efficiency.

By capturing critical cardiac signals—even the most complex, the PURE EP™ System is designed to enhance clinical decision-making and improve clinical workflow for all types of arrhythmias - even the most challenging procedures for cardiac arrhythmias, like ventricular tachycardia (VT) and atrial fibrillation (AF).

Our owned patent portfolio now includes 36 (issued/allowed) issued utility patents (24 utility patents where BioSig is at least one of the applicants). Twenty five additional U.S. and foreign utility patent applications are pending covering various aspects of our PURE EP System for recording, measuring, calculating and displaying of electrocardiograms during cardiac ablation procedures (25 U.S. and foreign utility patent applications where either BioSig, Mayo, or both is at least one of the applicants). We also have one U.S. patent and one U.S. Pending application directed to artificial intelligence (AI). We also have 30 issued worldwide design patents, which cover various features of our display screens and graphical user interface for enhanced visualization of biomedical signals (30 design patents where BioSig is at least one of the applicants). Finally, we have licenses to 12 (issued/allowed) patents and 9 additional worldwide utility patent applications from Mayo Foundation for Medical Education and Research that are pending (12 issued/allowed patents and 9 applications where only Mayo is the applicant). These patents and applications are generally directed to electroporation and stimulation.

Notices of Delisting

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.

On May 6, 2024, the Company received a letter from the Staff stating that the Company has regained compliance with the bid price requirements in Listing Rule 5550(a)(2) because the bid price of the common stock closed at or above $1.00 per share for a period of 20 consecutive business days, from April 8, 2024 to May 3, 2024.

Delisting from Nasdaq Stock Market could negatively impact the Company’s ability to raise additional financing to fund future operations.

Private Placement:

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.

On April 30, 2024, the board of directors appointed former advisory board member and consultant, Anthony Amato as a director, president, chief executive officer and principal executive officer, effective immediately. In connection with the appointment of Mr. Amato, Mr. Hrkac tendered his resignation as president and principal executive officer effective as of the same date, however, will continue to serve as a director and acting chief financial officer.

On May 2, 2024, the board of directors appointed Mr. Chris Baer as a director on the Board.

On May 3, 2024, the board of directors appointed Messrs. Steven E. Abelman and Donald F. Browne as directors on the board.

Currently, the Company has 8 employees and 4 key consultants. Dependent upon funding, the Company 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.

Results of Operations (000’s)

We anticipate that our results of operations will fluctuate for the foreseeable future due to several factors, such as the progress of our research and development and commercialization efforts, the timing and outcome of future regulatory submissions and uncertainty around the current pandemic. Due to these uncertainties, accurate predictions of future operations are difficult or impossible to make.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023 (000’s)

Revenues and Cost of Goods Sold. Revenue for the three months ended March 31, 2024 was $14, comprised of recognized service revenue, as compared to $5, comprised of recognized service revenue for the three months ended March 31, 2023.

We derive our revenue primarily from the sale of our medical device, PURE EP Platform, as well as related support and maintenance services and software upgrades in connection with the device.

We recognize revenue in accordance with Accounting Standards Codification (ASC) 842, Leases for lease components and ASC 606, Revenue from Contracts with Customers (“ASC 606”) for non-lease components. For medical device sales, we recognize revenue under ASC 606.

Research and Development Expenses. Research and development expenses for the three months ended March 31, 2024 were $238, a decrease of $824, or 77.6%, from $1,062 for the three months ended March 31, 2023. The decrease is primarily due to decreases in payroll, consulting, Data/AI development and research and clinical studies and design work to $213 for the three months ended March 31, 2024 as compared to $1,001 for the three months ended March 31, 2023 primarily in the BioSig Technologies segment, a decrease of $788 or 78.7%.

Research and development expenses were comprised of the following:

Three months ended:

	March 31, 2024		March 31, 2023
Salaries and equity compensation	$	173	$	798
Consulting expenses		-		7
Research and clinical studies and design work		40		159
Data/AI development		-		37
Regulatory		2		12
Travel, supplies, other		23		49
Total	$	238	$	1,062

Stock based compensation for research and development personnel was $(58) and $90 for the three months ended March 31, 2024 and 2023, respectively.

General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2024 were $2882, a decrease of $3,363 or 53.9%, from $6,245 incurred in the three months ended March 31, 2023. This decrease is primarily due to a decrease in employee and service provider (stock-based) performance pay in the current period as compared to the same period in the prior year and additional service provider fees paid.

Payroll related expenses decreased to $541 in the current period from $2,086 for the three months ended March 31, 2023, a decrease of $1,545, or 74.1%. The decrease was primarily due to reduced staff in commercialization, sales and general and administration in the BioSig Technologies segment. We incurred $1,119 in stock-based compensation in connection with the vesting of stock and stock options issued to board members, officers, employees and consultants for the three months ended March 31, 2024 as compared to $2,044 in stock-based compensation for the same period in 2023.

Professional services for the three months ended March 31, 2024 totaled $262, a decrease of $160, or 37.9%, over the $422 recognized for the three months ended March 31, 2023. Of professional services, legal fees totaled $158 for the three months ended March 31, 2024; a decrease of $109, or 40.8%, from $267 incurred for the three months ended March 31, 2023. The decrease in legal fees are primarily due to lower costs incurred in 2024 for contract work and patent filings for the BioSig Technologies segment as compared to the three months ended March 31, 2023. Accounting fees incurred in the three months ended March 31, 2024 amounted to $49, a decrease of $27, or 35.5%, from $76 incurred in same period last year. In 2023, we incurred added accounting fees relating to financing in our BioSig Technologies segment.

Consulting, public and investor relations fees for the three months ended March 31, 2024 were $225 as compared to $945 incurred for the three months ended March 31, 2023, a decrease of $720, or 76.2%. The decrease primarily related to a reduction in investor relations, marketing and consulting during the three months ended March 31, 2024 as compared to the same period, last year.

Travel, meals and entertainment costs for the three months ended March 31, 2024 were $29, a decrease of $170, or 85.4%, from $199 incurred in the three months ended March 31, 2023. Travel, meals and entertainment costs include travel related to business development and financing. The decrease in 2024 was due to staff reductions in 2024 as compared to 2022.

Rent for the three months ended March 31, 2024 and 2023 both totaled $92.

Impairment of Long Term Assets. 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 $254 impairment charge to current operations.

Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended March 31, 2024 totaled $78, a decrease of $6, or 7.1%, over the expense of $84 incurred in the three months ended March 31, 2023, as a result aging of equipment.

Preferred Stock Dividend. Preferred stock dividend for the three months ended March 31, 2024 totaled $135, an increase of $133 over the expense of $2 incurred in the three months ended March 31, 2023. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015. In addition, the Series C Preferred stock conversion rate reset from $2.50 to $0.5302 in during the three months ended March 31, 2024, therefore we recorded a noncash deemed preferred stock dividend of $133 in the current period.

Net Loss Attributable to BioSig Technologies, Inc. Common Shareholders. As a result of the foregoing, net loss attributable to common shareholders for the three months ended March 31, 2024 was $3,537 compared to a net loss of $7,334 for the three months ended March 31, 2023.

Segment Results

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.

Summary Statement of Operations for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 are detailed in Note 13 of the accompanying unaudited condensed consolidated financial statements.

Liquidity and Capital Resources and Going Concern ($000’s)

As of March 31, 2024, we had a working capital deficit of $4,492, comprised of cash of $416, accounts receivable of $14, current portion of net investments in leases of $90 and prepaid expenses and other current assets of $220, which was offset by $4,821 of accounts payable and accrued expenses, accrued dividends on preferred stock issuances of $103 and of current portion of lease liability of $308. For the three months ended March 31, 2024, we used $1,314 of cash in operating activities and nil of cash in investing activities.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023 (000’s)

Cash provided by financing activities totaled $1,540, comprised of proceeds from the sale of our common stock and warrants, net of expenses, of $1,040 and proceeds from issuance of a related party note of $500.

In the comparable period in 2023, our aggregate cash provided by financing activities totaled $6,748 comprised of proceeds from the sale of our common stock and warrants. At March 31, 2024, we had cash of $416 compared to $1,412 at March 31, 2023. Our cash is held in bank deposit accounts. At March 31, 2024 and March 31, 2023, we had no convertible debentures outstanding.

Cash used in operations for the three months ended March 31, 2024 and 2023 was $1,314 and $5,648, respectively, which represent cash outlays for research and development and general and administrative expenses in such periods. The decreases in cash outlays principally resulted in reduced operating costs, general and administrative expenses in 2024 and with net decreases in our operating assets of $38 and a net increase in our operating liabilities of $332.

We used nil cash for investing activities for the three months ended March 31, 2024, compared to $45 for the three months ended March 31, 2023. For the comparable period, we purchased computers and other equipment.

We had an accumulated deficit as of March 31, 2024 of $248.0 million, as well as a net loss attributable to BioSig of $3.4 million and negative operating cash flows. We expect to continue incurring losses and negative cash flows from operations until our products (primarily PURE EP Platform) reach full commercial profitability.

These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised due to our net losses and negative cash flows from operations since inception and our expectation is that these conditions will continue for the foreseeable future. In addition, we will require additional financing to fund future operations. Although we have commercial products available for sale, we have not generated significant revenues to date, and there is no assurance that we will be able to generate cash flow to fund operations. In addition, there can be no assurance that our research and development will be successfully completed or that any additional products will be approved or commercially viable. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, obtaining loans from various financial institutions or being awarded grants from government agencies, where possible. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. Additionally, with our reduction in staff, our planned commercialization may be further delayed.

Our 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. Our shift from a focus on technology development to commercialization has allowed us to reduce our annual expenses in a meaningful way. As a result of this transition, we have been able to achieve savings through reductions in executive and management compensation and a reduction of our utilization of external consultants and professional service providers. We believe these cost-saving measures combined with our expectations of positive trends in commercial activity create the potential for us to achieve a lower cash flow breakeven rate. There are no assurances, however, that we will be successful in obtaining the level of financing needed for our operations. The ongoing COVID-19 pandemic has resulted and continues to result in significant financial market volatility and uncertainty in recent months. In addition, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine.

A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital and on the market price of our common stock, and we may not be able to successfully raise capital through the sale of our securities.

Our 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 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 March 31, 2024, the aggregate stated value of our Series C Preferred Stock was $105. The triggering events include our being subject to a judgment of greater than $100 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 we may not have the ability to meet at the time of such demand. We 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.

We expect to incur losses from operations for the near future. We expect to incur additional marketing and commercialization expenses related to our PURE EP system in addition to additional research and development costs relating to the PURE EP and other product candidates, including expenses related to clinical trials. We expect that our general and administrative expenses will increase in the future as we expand our business development, add infrastructure and incur additional costs related to being a public company, including incremental audit fees, investor relations programs and increased professional services.

Our future capital requirements will depend on a number of factors, including the progress of our research and development of product candidates, the timing and outcome of regulatory approvals, the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights, the status of competitive products, the availability of financing and our success in developing markets for our product candidates.

Future financing may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, existing holders of our securities may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our securities.

If additional financing is not available or is not available on acceptable terms, we may be required to delay, reduce the scope of or eliminate our research and development programs, reduce our commercialization efforts or obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain product candidates that we might otherwise seek to develop or commercialize independently.

Equity Financing

On January 12, 2024, we entered into a securities purchase agreement with certain accredited and institutional investors, pursuant to which we sold to the investors an aggregate of 260,720 shares of our 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 May 1, 2024, we entered into a securities purchase agreement with certain accredited investors, pursuant to which we sold to the Investors an aggregate of 783,406 shares of our 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 Below).

Issuance of Debt

On March 7, 2024, we issued a promissory note to an investor and an affiliate (10% or more shareholder) for $500,000. We 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. We promise 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.

We may prepay all or any portion of the principal amount of the Note at any time or from time to time without penalty.

On May 1, 2024, we converted the promissory note and related accrued interest of $509,165 into 348,624 shares of common stock and warrants to purchase 174,312 shares of common stock at $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.

Critical Accounting Estimates

The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the U.S. requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. The consolidated financial statements include estimates based on currently available information and our judgment as to the outcome of future conditions and circumstances.

We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our financial statements. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Among the significant judgments made by management in the preparation of our financial statements are the following:

Stock Based Compensation

We estimate the fair value of options and stock warrants granted using the Black Scholes Merton model. We estimate when and if performance-based awards will be earned. If an award is not considered probable of being earned, no amount of equity-based compensation expense is recognized. If the award is deemed probable of being earned, related equity-based compensation expense is recorded. The fair value of an award ultimately expected to vest is recognized as an expense, net of forfeitures, over the requisite service periods in our statements of operations, which is generally the vesting period of the award.

The Black Scholes Merton model requires the input of certain subjective assumptions and the application of judgment in determining the fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, the expected dividend yield, and the expected term of the awards. In addition, the recognition of equity-based compensation expense is impacted by our forfeitures, which are accounted for as they occur.

The assumptions used in our option pricing model represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future. The assumptions used in our option pricing model represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future.

All stock-based payments to employees and to nonemployee directors for their services as directors consisted of grants of restricted stock and stock options, which are measured at fair value on the grant date and recognized in the statements of operations as compensation expense over the relevant vesting period. Restricted stock payments and stock-based payments to nonemployees are recognized as an expense over the period of performance.

Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable, the measurement date is the date the award is issued.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4. CONTROLS AND PROCEDURES

Management’s evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and

	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible enhancements to controls and procedures.

Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of March 31, 2024, because management identified that i) inadequate identification, recording and reporting of stock based compensation, ii) ineffective review processes over period end financial disclosure and reporting, and (iii) inadequate segregation of duties for transaction posting and processing, amounted to a material weakness in the Company’s internal control over financial reporting.

The material weaknesses did not result in any identified misstatements to the consolidated financial statements and there were no changes to previously released financial results.

Management’s Remediation Plan

In 2024, we have intents to add sufficient staff and oversight supervision controls to provide adequate accounting segregation. We believe these changes will remediate the underlying deficiencies as identified by us. The remediation efforts will include an ongoing review of the implementation of additional controls to ensure all risks have been addressed.

As a result of the material weaknesses discussed above or of others, we may experience negative impacts on our ability to accurately report our results of operation and financial condition in a timely manner. If we do identify a material weakness in our internal control over financial reporting and are unsuccessful in implementing or following a remediation plan, or fail to update our internal control over financial reporting as our business evolves or to integrate acquired businesses into our controls system, if additional material weaknesses are found in our internal controls in the future, or if our external auditors cannot attest to the effectiveness of our internal control over financial review, if applicable, we may not be able to timely or accurately report our financial condition, results of operations or cash flows or to maintain effective disclosure controls and procedures. If we are unable to report financial information in a timely and accurate manner or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or enforcement actions by the SEC, an inability for us to be accepted for listing on any national securities exchange in the near future, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the market value of our common stock. Further, there are inherent limitations to the effectiveness of any system of controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. We could face additional litigation exposure and a greater likelihood of an SEC enforcement or other regulatory action if further restatements were to occur or other accounting-related problems emerge.

The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation referred to above that occurred during our last completed fiscal quarter that has materially negatively affected, or is reasonably likely to materially affect, our internal control over financial reporting. As discussed above, management has remediation plans that will be implemented in 2024.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On December 4, 2023, we received a threat of litigation for the termination of employment with the Company alleging the termination of employment was in retaliation for bringing to the attention of the Company’s board of directors and executives a series of wrongful and questionable practices by members of the Company’s board of directors, Chief Executive Officer and Chief Financial Officer. The claimant sought compensation of in the amount of $775,782. After an investigation conducted by the Board and guidance of legal counsel, it was concluded that the claim was without merit.

On February 22, 2024, we received a threat of litigation seeking restitution for losses resulting from unlawful actions taken by the Company’s board of directors. The claimant contends that he and others have sustained losses totaling $1,440,000. On March 22, 2024, the claimant sent another letter to the Company referencing the previous letter and requesting several documents. The Company believes that these claims are without merit.

ITEM 1A. RISK FACTORS

The following description of risk factors includes any material changes to risk factors associated with our business, financial condition and results of operations previously disclosed in Item 1A. “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 16, 2024. Our business, financial condition and operating results can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results, and stock price.

The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding other statements in this Form 10-Q. The following information should be read in conjunction with the condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively impact the market price and liquidity of our common stock and our ability to access the capital markets.

Our common stock is listed on the Nasdaq Capital Market. If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum bid price, shareholders’ equity, public float and other requirements, Nasdaq may take steps to delist our common stock. Such a delisting would have a negative effect on the price of our common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

On March 5, 2024, we 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, we 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).

We appealed the foregoing determinations. The requested hearing before the Hearings Panel was held on May 7, 2024 and the results are pending as of May 17, 2024.

On May 17, 2024, the closing price of our Common Shares reported on the Nasdaq Capital Market was $1.65. We may need to seek to effect a reverse stock split of our common stock in order to attempt to continue to comply with the Nasdaq minimum bid price requirements, which could occur in the near term, but requires stockholder approval, of which there can be no assurance. We may be unable to complete a reverse stock split, and even if we do, we may still be unable to meet the minimum bid price requirement, and we may be unable to meet other applicable Nasdaq listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our common stock.

If our common stock is delisted and we are not able to list our common stock on another national securities exchange, we expect our securities would be quoted on an over-the-counter market. There can be no assurance that an active trading market for our common stock will develop or be sustained.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

On January 11, 2024, BioSig Technologies, Inc. issued 45,000 shares of common stock to J. Safier Enterprises LLC in exchange for consulting services with a fair value of $130,950, pursuant to a consulting agreement dated January 11, 2024.

On January 16, 2024, BioSig Technologies, Inc. issued 32,500 shares of common stock to Paul Silverberg exchange for consulting services with a fair value of $96,200, pursuant to a consulting agreement dated January 16, 2024.

On February 5, 2024, BioSig Technologies, Inc. issued an aggregate of 85,244 shares of common stock to six former employees as part of a separation agreement with a fair value of $72,065.

On March 1, 2024, BioSig Technologies, Inc. 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 1, 2024, BioSig Technologies, Inc. issued 300,000 shares of common stock to Todd Adler in exchange for consulting services with a fair value of $211,530, pursuant to a consulting agreement dated March 1, 2024.

On March 1, 2024, BioSig Technologies, Inc. issued 500,000 shares of common stock to Anthony Amato in exchange for consulting services with a fair value of $352,550, pursuant to a consulting agreement dated March 1, 2024.

On March 1, 2024, BioSig Technologies, Inc. issued 300,000 shares of common stock to Lora Mikolaitis in exchange for consulting services with a fair value of $211,530, pursuant to a consulting agreement dated March 1, 2024.

On March 1, 2024, BioSig Technologies, Inc. issued restricted stock award for 500,000 shares of common stock vesting in substantially equal monthly installments over one year to Zachary Koch in exchange for consulting services with a fair value of $352,550, pursuant to a consulting agreement dated March 1, 2024.

On March 15, 2024, BioSig Technologies, Inc. issued 100,000 shares of common stock to Alchemist Assets in exchange for consulting services with a fair value of $53,020, pursuant to a consulting agreement dated March 15, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form S-1 filed on July 22, 2013)
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-1 filed on July 22, 2013)
3.3		Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.3 to the Form S-1 filed on July 22, 2013)
3.4		Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.5 to the Form S-1/A filed on January 21, 2014)
3.5		Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.6 to the Form S-1/A filed on March 28, 2014)
3.6		Certificate of Fifth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 21, 2014)
3.7		Certificate of Sixth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 25, 2016)
3.8		Certificate of Seventh Amendment to the Amended and Restated Certificate of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 10, 2018)
3.9		Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 9, 2017)
3.10		Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on February 16, 2018)
3.11		Certificate of Designations of Series F Junior Participating Preferred Stock of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on July 17, 2020)
3.12		Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to the Exhibit 3.1 to the Form 8-K filed on September 27, 2019)
3.13		Amendment No. 1 to Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on October 22, 2019)
3.14		Amendment No. 2 to Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 28, 2022)

3.15		Amendment No. 3 to the Amended and Restated Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 8, 2023)
3.16		Certificate of Amendment of Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc., dated January 31, 2024 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on January 31, 2024)
4.1		Form of Underwriter Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 24, 2020)
4.2		Form of Underwriter Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 2, 2021)
4.3		Form of Common Stock Purchase Warrant dated March 22, 2022 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 24, 2022)
4.4		Form of Underwriter Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 29, 2022)
4.5		Form of Common Stock Purchase Warrant dated December 27, 2022 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on December 28, 2022)
4.6		Form of Common Stock Purchase Warrant dated January 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 17, 2023)
4.7		Form of Laidlaw Warrant dated January 13, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on February 8, 2023)
4.8		Form of Common Stock Purchase Warrant dated January 24, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 24, 2023)
4.9		Form of Laidlaw Warrant dated January 24, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 7, 2023)
4.10		Form of Common Stock Purchase Warrant dated January 26, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 26, 2023)
4.11		Form of Common Stock Purchase Warrant dated February 8, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 8, 2023)
4.12		Form of Laidlaw Warrant dated February 8, 2023 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on February 8, 2023)
4.13		Form of Common Stock Purchase Warrant dated February 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on February 13, 2023)
4.14		Form of Laidlaw Warrant dated March 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 15, 2023)
4.15		Form of Common Stock Purchase Warrant dated March 16, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 15, 2023)
4.16		Form of Laidlaw Warrant dated March 29, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 29, 2023)
4.17		Form of Common Stock Purchase Warrant dated March 29, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 29, 2023)
4.18		Form of Common Stock Purchase Warrant dated April 21, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 21, 2023)
4.19		Form of Laidlaw Warrant dated April 21 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 21, 2023)
4.20		Form of Common Stock Purchase Warrant dated April 21, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 21, 2023)
4.21		Form of Laidlaw Warrant dated May 22, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 22, 2023)
4.22		Form of Common Stock Purchase Warrant dated July 31, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 31, 2023)
4.23		Form of Laidlaw Warrant dated July 31, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on July 31, 2023)
4.24		Form of Common Stock Purchase Warrant dated September 12, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 12, 2023)
4.25		Form of Laidlaw Warrant dated September 12, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on September 12, 2023)
4.26		Form of Common Stock Purchase Warrant dated September 27, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 27, 2023)

4.27		Form of Laidlaw Warrant dated September 27, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on September 27, 2023)
4.28		Form of Common Stock Purchase Warrant dated October 16, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on October 16, 2023)
4.29		Form of Laidlaw Warrant dated October 16, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on October 16, 2023)
4.30		Form of Series A Warrant dated November 13, 2023 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on November 13, 2023)
4.31		Form of Series B Warrant dated November 13, 2023 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on November 13, 2023)
4.32		Form of Placement Agent Warrant dated November 13, 2023 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on November 13, 2023)
4.33		Form of Common Stock Purchase Warrant dated January 12, 2024 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 12, 2024)
4.34		Form of Common Stock Purchase Warrant dated May 7, 2024 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 7, 2024)
10.1		Form of Securities Purchase Agreement dated as of March 21, 2022 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 24, 2022)
10.2		Form of Securities Purchase Agreement dated as of November 18, 2022 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 21, 2022)
10.3		Form of Securities Purchase Agreement dated as of December 21, 2022 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on December 28, 2022)
10.4		Form of Securities Purchase Agreement dated as of January 10, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 17, 2023)
10.5		Form of Securities Purchase Agreement dated as of January 23, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 24, 2023)
10.6		Form of Securities Purchase Agreement dated as of January 25, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 26, 2023)
10.7		General Release and Severance Agreement dated January 29, 2023 by and between Steve Chaussy and BioSig Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the amended Form 8-K filed on February 7, 2023)
10.8		Form of Securities Purchase Agreement dated as of February 3, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 8, 2023)
10.9+		BioSig Technologies, Inc. 2023 Long-Term Incentive Plan dated February 7, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 9, 2023)
10.10		Form of Securities Purchase Agreement dated as of February 8, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 13, 2023)
10.11		Form of Securities Purchase Agreement dated as of March 14, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 15, 2023)

10.12		Form of Securities Purchase Agreement dated as of March 24, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 29, 2023)
10.13		Form of Securities Purchase Agreement dated as of April 18, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 21, 2023)
10.14		Form of Securities Purchase Agreement dated as of May 16, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 22, 2023)
10.15		Form of Securities Purchase Agreement dated as of June 30, 2023 by and between BioSig AI Sciences, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 30, 2023).
10.16		Form of Securities Purchase Agreement dated as of July 21, 2023 by and between BioSig AI Sciences, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 19, 2023).
10.17		Form of Securities Purchase Agreement dated as of July 31, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 31, 2023)
10.18		Form of Securities Purchase Agreement dated as of September 12, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 12, 2023)
10.19		Form of Securities Purchase Agreement dated as of September 12, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 27, 2023)
10.20		Form of Securities Purchase Agreement dated as of October 12, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 16, 2023)
10.21		Form of Securities Purchase Agreement dated as of November 8, 2023 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 13, 2023)
10.22+		First Amendment to the BioSig Technologies, Inc. 2023 Long-Term Incentive Plan effective as of December 18, 2023 (incorporated by reference to the Exhibit 10.1 to the Form 8-K filed on December 18, 2023)
10.23		Form of Securities Purchase Agreement dated as of January 12, 2024 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 12, 2024)
10.24		Form of Securities Purchase Agreement dated as of May 1, 2024 by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 7, 2024)
21.1		Subsidiary List of BioSig Technologies, Inc. (incorporated by reference to Exhibit 21.1 to the Form 10-K filed on March 15, 2021)
31.01*		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02*		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 INS*		Inline XBRL Instance Document
101 SCH*		Inline XBRL Taxonomy Extension Schema Document
101 CAL*		Inline XBRL Taxonomy Calculation Linkbase Document
101 LAB*		Inline XBRL Taxonomy Labels Linkbase Document
101 PRE*		Inline XBRL Taxonomy Presentation Linkbase Document
101 DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIOSIG TECHNOLOGIES, INC.

Date: May 20, 2024	By:	/s/ Anthony Amato
		Anthony Amato
		Chief Executive Officer (Principal Executive Officer)

Date: May 20, 2024	By:	/s/ Frederick D. Hrkac
		Frederick D. Hrkac
		Acting Chief Financial Officer (Principal Accounting Officer)

EXHIBIT 31.01

CERTIFICATION

I, Anthony Amato, certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of BioSig Technologies, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

		(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

		(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

		(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

		(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

		(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

		(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 20, 2024

/s/ Anthony Amato
Anthony Amato
Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.02

CERTIFICATION

I, Frederick D. Hrkac, certify that:

	1.	I have reviewed this quarterly report on Form 10-Q of BioSig Technologies, Inc.;

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 20, 2024

/s/ Frederick D. Hrkac
Frederick D. Hrkac
Acting Chief Financial Officer (Principal Accounting Officer)

EXHIBIT 32.01

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Anthony Amato, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of BioSig Technologies, Inc. on Form 10-Q for the fiscal quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BioSig Technologies, Inc.

	By:	/s/ Anthony Amato
Date: May 20, 2024	Name:	Anthony Amato
	Title:	Chief Executive Officer (Principal Executive Officer)

I, Frederick D. Hrkac, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of BioSig Technologies, Inc. on Form 10-Q for the fiscal quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of BioSig Technologies, Inc.

	By:	/s/ Frederick D. Hrkac
Date: May 20, 2024	Name:	Frederick D. Hrkac
	Title:	Acting Chief Financial Officer (Principal Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 17, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-38659
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	55 Greens Farms Road
Entity Address, Address Line Two	1st Floor
Entity Address, City or Town	Westport
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06880
City Area Code	(203)
Local Phone Number	409-5444
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BSGM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,476,413

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 416	$ 190
Accounts receivable	14	24
Employee advance		5
Net investment in leases, short term	90	103
Prepaid expenses and vendor deposits	220	206
Total current assets	740	528
Property and equipment, net	182	509
Right-to-use assets, net	335	412
Other assets:
Net investment in leases, long term	4	17
Patents, net	284	288
Other assets	44	44
Total assets	1,589	1,798
Current liabilities:
Accounts payable and accrued expenses, including $20 and $30 to related parties as of March 31, 2024 and December 31, 2023, respectively	4,821	4,116
Customer deposits		16
Dividends payable	103	101
Lease liability, short term	308	349
Total current liabilities	5,232	4,582
Long term liabilities:
Lease liability, long term	60	103
Total long term liabilities	560	103
Total liabilities	5,792	4,685
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 March 31, 2024 and December 31, 2023	105	105
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 March 31, 2024 and December 31, 2023 (see above)
Common stock, $0.001 par value, authorized 200,000,000 shares, 11,165,007 and 9,040,043 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	11	9
Additional paid in capital	244,085	241,988
Accumulated deficit	(248,417)	(245,015)
Total stockholders’ deficit attributable to BioSig Technologies, Inc.	(4,321)	(3,018)
Non controlling interest	13	26
Total deficit	(4,308)	(2,992)
Total liabilities and deficit	1,589	1,798
Related Party [Member]
Long term liabilities:
Note payable-related party, long term	$ 500

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	11,165,007	9,040,043
Common stock, shares outstanding	11,165,007	9,040,043
Series C 9% Convertible Preferred Stock [Member]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary equity, stated value	$ 1,000	$ 1,000
Temporary equity, shares authorized	4,200	4,200
Temporary equity, shares issued	105	105
Temporary equity, shares outstanding	105	105
Temporary equity, shares liquidation preference	$ 105,000	$ 105,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized	200	200
Series B Preferred Stock [Member]
Preferred stock, shares authorized	600	600
Series C Preferred Stock [Member]
Preferred stock, shares authorized	4,200	4,200
Preferred stock, shares outstanding	105	105
Series D Preferred Stock [Member]
Preferred stock, shares authorized	1,400	1,400
Series E Preferred Stock [Member]
Preferred stock, shares authorized	1,000	1,000
Series F Preferred Stock [Member]
Preferred stock, shares authorized	200,000	200,000
Related Party [Member]
Accounts payable and accrued expenses, related parties	$ 20,000	$ 30,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Service	$ 14	$ 5
Operating expenses:
Research and development	238	1,062
General and administrative	2,882	6,245
Impairment of long term assets	253
Depreciation and amortization	78	84
Total operating expenses	3,451	7,391
Loss from operations	(3,437)	(7,386)
Other income (expense):
Interest income, net	(3)	4
Other income (expense), net:	25
Loss before income taxes	(3,415)	(7,382)
Income taxes (benefit)
Net loss	(3,415)	(7,382)
Non-controlling interest	13	50
Net loss attributable to BioSig Technologies, Inc.	(3,402)	(7,332)
Preferred stock dividend	(2)	(2)
Preferred stock deemed dividend	(133)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (3,537)	$ (7,334)
Net loss per common share, basic	$ (0.36)	$ (1.19)
Net loss per common share, diluted	$ (0.36)	$ (1.19)
Weighted average number of common shares outstanding, basic	9,856,261	6,186,666
Weighted average number of common shares outstanding, diluted	9,856,261	6,186,666

Condensed Consolidated Statement of Changes in Equity - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-in Capital [Member]

Retained Earnings [Member]

Noncontrolling Interest [Member]

Total

Balance at Dec. 31, 2022

$ 5

$ 216,282

$ (215,974)

$ (21)

$ 292

Balance, shares at Dec. 31, 2022

5,505,068

Common stock issued for services

^[1]

1,097

Common stock issued for services, shares

116,750

Sale of common stock and warrants

$ 1

6,747

6,748

Sale of common stock and warrants, shares

850,030

Stock based compensation

^[1]

1,047

1,052

Stock based compensation, shares

249,125

Preferred stock dividend

(2)

Net loss

(7,332)

(50)

(7,382)

Common stock issued in settlement of accounts payable

^[1]

105

Common stock issued in settlement of accounts payable, shares

8,800

Balance at Mar. 31, 2023

$ 6

225,276

(223,306)

(66)

1,910

Balance, shares at Mar. 31, 2023

6,729,773

Balance at Dec. 31, 2023

$ 9

241,988

(245,015)

(2,992)

Balance, shares at Dec. 31, 2023

9,040,043

Common stock issued for services

$ 2

1,249

1,251

Common stock issued for services, shares

1,862,744

Sale of common stock and warrants

^[2]

1,040

Sale of common stock and warrants, shares

260,720

Stock based compensation

^[2]

(190)

Stock based compensation, shares

1,500

Accretion of deemed preferred stock dividend

133

Deemed preferred stock dividend

(133)

Preferred stock dividend

(2)

Net loss

(3,402)

(13)

(3,415)

Balance at Mar. 31, 2024

$ 11

$ 244,085

$ (248,417)

$ 13

$ (4,308)

Balance, shares at Mar. 31, 2024

11,165,007

[1]	- less than $1
[2]	- less than $1

Condensed Consolidated Statement of Changes in Equity (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Statement of Stockholders' Equity [Abstract]
Sale of common stock and warrants, net transactional costs	$ 482

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,415,000)	$ (7,382,000)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	78,000	84,000
Non-cash lease expense	77,000	71,000
Impairment of long-term assets	253,000
Equity based compensation	1,061,000	2,149,000
Changes in operating assets and liabilities:
Accounts receivable	10,000	(8,000)
Lease receivables	25,000	25,000
Employee advances	5,000
Inventory		(9,000)
Prepaid expenses and other	(13,000)	(151,000)
Deferred revenue		(5,000)
Customer deposits	(16,000)	8,000
Accounts payable and accrued expenses	705,000	(355,000)
Operating lease liabilities	(84,000)	(75,000)
Net cash used in operating activities	(1,314,000)	(5,648,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(45,000)
Net cash used in investing activity		(45,000)
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
Net cash provided by financing activities	1,540,000	6,748,000
Net increase in cash and cash equivalents	226,000	1,055,000
Cash, beginning of the period	190,000	357,000
Cash, end of the period	416,000	1,412,000
Supplemental disclosures of cash flow information:
Cash paid during the period for interest
Cash paid during the period for income taxes
Noncash investing and financing activities:
Common stock issued in settlement of debt		105,000
Dividend payable on preferred stock charged to additional paid in capital	2,000	2,000
Series C convertible preferred stock deemed dividend	$ 133,000

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2024

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

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 condensed consolidated balance sheet as of December 31, 2023 has been derived from audited financial statements.

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

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

Use of Estimates

Revenue Recognition

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)

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 2023, the Company entered into a one-year lease for software upgrade. The Company accounts for the lease in accordance with ASC 606.

A reconciliation of contract liabilities with customers for the three months ended March 31, 2024 and 2023, are presented below:

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

)

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

)

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.

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)

Allowance for Doubtful Accounts

Concentrations of Credit Risk

Fair Value of Financial Instruments

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Prepaid Expenses and Vendor Deposits

Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments.

Leases (lessee)

Leases (lessor)

Property and Equipment

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 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

Net Income (loss) Per Common Share

Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:

	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

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Income Taxes

Patents, Net

Warranty

Segment Information

Non-controlling Interest

Warrants

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Recent Accounting Pronouncements

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2024

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

Depreciation expenses were $73,376 and $79,468 for the three months ended March 31, 2024 and 2023, respectively.

RIGHT TO USE ASSETS AND LEASE LIABILITY

3 Months Ended

Mar. 31, 2024

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):


Year ended December 31, 2024		278
Year ended December 31, 2025		106
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

LEASE RECEIVABLES

3 Months Ended

Mar. 31, 2024

Lease Receivables

LEASE RECEIVABLES

NOTE 6 – LEASE RECEIVABLES

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 three months ended March 31, 2024 and 2023 are presented below:

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, 2024 (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, 2023 (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):


Year ended December 31, 2024		78
Year ended December 31, 2025		13
Present value of unguaranteed residual assets		4
Total		95
Less: Present value discount		(1	)
Net investment in leases	$	94

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2024

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:

	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
	$	4,821	$	4,116

NOTE PAYABLE-RELATED PARTY

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

NOTE PAYABLE-RELATED PARTY

NOTE 8 – NOTE PAYABLE-RELATED PARTY

STOCKHOLDER EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDER EQUITY

NOTE 9 – STOCKHOLDER EQUITY

Preferred stock

Series C Preferred Stock

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Common stock

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.

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

NOTE 10 – OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS

BioSig Technologies, Inc.

2023 Long-Term Incentive Plan

Options

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

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	$	-

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

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	$	-

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)

ViralClear Pharmaceuticals, Inc.

2019 Long-Term Incentive 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

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

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

NON-CONTROLLING INTEREST

3 Months Ended

Mar. 31, 2024

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTEREST

NOTE 11 – NON-CONTROLLING INTEREST

As of March 31, 2024 and December 31, 2023, the Company had a majority interest in ViralClear of 69.08%.

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):

	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

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

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

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Patent and Know-How License Agreement – EP Software Agreement

Amended and Restated Patent and Know-How License Agreement – Tools Agreement

ViralClear Patent and Know-How License Agreement

Trek Therapeutics, PBC

In the event of sublicensing, sale, transfer, assignment or similar transaction, ViralClear agreed to pay Trek 10% of the consideration received.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

BioSig AI Sciences, Inc. – Consulting Agreement

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

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.

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Stock-based compensation

SEGMENT REPORTING

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 13 – SEGMENT REPORTING

Information concerning the operations of the Company’s reportable segments is as follows:

SCHEDULE OF SEGMENT REPORTING

	Three Months Ended March 31, 2024 (000’s)		Three Months Ended March 31, 2023 (000’s)
Revenues (from external customers)
BioSig	$	14	$	5
ViralClear		-		-
BioSig AI Sciences		-		-
Revenues	$	14	$	5

	Three Months Ended March 31, 2024 (000’s)		Three Months Ended March 31, 2023 (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, 2024 (000’s)			Three Months Ended March 31, 2023 (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, 2024 (000’s)			December 31, 2023 (000’s)
Total Assets
BioSig	$	821		$	485
ViralClear		(542	)		-
BioSig AI Sciences		1,310			1,313
Total Assets	$	1,589		$	1,798

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 14 – RELATED PARTY TRANSACTIONS

On March 7, 2024, the company issued a promissory note to a significant shareholder for $500,000 (See Note 8.)

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

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 issued 58,333 shares of its common stock for vested restricted stock units.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Reverse Stock Split

Reverse Stock Split

Use of Estimates

Use of Estimates

Revenue Recognition

Revenue Recognition

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)

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 2023, the Company entered into a one-year lease for software upgrade. The Company accounts for the lease in accordance with ASC 606.

A reconciliation of contract liabilities with customers for the three months ended March 31, 2024 and 2023, are presented below:

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

)

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

)

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.

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)

Deferred Costs (Contract acquisition costs)

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

Concentrations of Credit Risk

Concentrations of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

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.

Leases (lessee)

Leases (lessee)

Leases (lessor)

Leases (lessor)

Property and Equipment

Property and Equipment

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)

Impairment of Long-lived Assets

Impairment of Long-lived Assets

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

Research and Development Costs

Net Income (loss) Per Common Share

Net Income (loss) Per Common Share

Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:

	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

Stock Based Compensation

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Income Taxes

Patents, Net

Warranty

Segment Information

Non-controlling Interest

Non-controlling Interest

Warrants

Warrants

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(unaudited)

Recent Accounting Pronouncements

Recent Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

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:

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

)

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

)

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

SCHEDULE OF ANTI-DILUTIVE 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:

	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

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2024

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

RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables)

3 Months Ended

Mar. 31, 2024

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

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

SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS

Maturity analysis under these lease agreements are as follows (000’s):


Year ended December 31, 2024		278
Year ended December 31, 2025		106
Total		384
Less: Present value discount		(16	)
Lease liability	$	368

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 RECEIVABLES (Tables)

3 Months Ended

Mar. 31, 2024

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:

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, 2024 (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, 2023 (000’s)
Contract asset	$	221		$	-	$	(30	)	$	-	$	4	$	195
Less current portion		(101	)		-		-			-		-		(101	)
Noncurrent portion	$	120		$	-	$	(30	)		-	$	4	$	94

SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT

Future cash flows under this lease agreement are as follows (000’s):


Year ended December 31, 2024		78
Year ended December 31, 2025		13
Present value of unguaranteed residual assets		4
Total		95
Less: Present value discount		(1	)
Net investment in leases	$	94

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2024

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:

	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
	$	4,821	$	4,116

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables)

3 Months Ended

Mar. 31, 2024

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

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	$	-

SCHEDULE OF OUTSTANDING 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

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	$	-

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

BioSig AI Sciences, Inc. [Member]

SCHEDULE OF OUTSTANDING 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

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 OUTSTANDING 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

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

NON-CONTROLLING INTEREST (Tables)

3 Months Ended

Mar. 31, 2024

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	)

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):

	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

SEGMENT REPORTING (Tables)

3 Months Ended

Mar. 31, 2024

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, 2024 (000’s)		Three Months Ended March 31, 2023 (000’s)
Revenues (from external customers)
BioSig	$	14	$	5
ViralClear		-		-
BioSig AI Sciences		-		-
Revenues	$	14	$	5

	Three Months Ended March 31, 2024 (000’s)		Three Months Ended March 31, 2023 (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, 2024 (000’s)			Three Months Ended March 31, 2023 (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, 2024 (000’s)			December 31, 2023 (000’s)
Total Assets
BioSig	$	821		$	485
ViralClear		(542	)		-
BioSig AI Sciences		1,310			1,313
Total Assets	$	1,589		$	1,798

NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)				3 Months Ended		12 Months Ended
	Mar. 05, 2024	Feb. 20, 2024	Jan. 28, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2020	Dec. 31, 2019	Mar. 12, 2024	Dec. 31, 2023
Share price				$ 0.661
Proceeds from sale of common stock	$ 5,000,000			$ 1,040,000	$ 6,748,000
Market value of listed securities								$ 35,000,000
Minimum [Member]
Share price	$ 1.00
Workforce Reduction [Membmer]
Number of shares issued		85,244	85,244
Fair value of common stock		$ 72,065	$ 72,065
Viral Clear[Member]
Equity method investment, ownership percentage				69.08%					69.08%
BioSig AI Sciences, Inc. [Member]
Equity method investment, ownership percentage				84.50%					84.50%
Viral Clear[Member]
Number of shares issued						1,965,240	1,965,240
Fair value of common stock						$ 15,600,000	$ 15,600,000
Shares issued for acquisition						894,869	894,869

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 416		$ 190
Working capital deficit	4,500
Net cash in operating activities	$ (1,314)	$ (5,648)

SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS (Details) - Service [Member] - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Product Information [Line Items]
Contract with customer, liability		$ 5
Consideration received	14
Recognized in revenue	(14)	(5)
Contract with customer, liability

SCHEDULE OF OTHER ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Security deposits	$ 43	$ 43
Trademarks	1	1
Total other assets	$ 44	$ 44

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Totals	4,403,383	1,442,978
Share-Based Payment Arrangement, Option [Member]
Totals	543,479	461,616
Warrant [Member]
Totals	2,878,734	886,779
Restricted Stock [Member]
Totals	605,000	43,084
Series C Preferred Stock [Member]
Totals	376,170	51,499

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
Product Information [Line Items]
Reverse stock split	1-for-10 reverse stock split
Operating leases, rent expense					$ 4,333
Term of contract					30 months
Renewal term of contract					1 year
Lessor sales type lease discount rate		2.00%			2.00%
Allowance for doubtful accounts		$ 0		$ 0
Bad debt expenses		0	$ 0
Cash, uninsured amount		200,000
Impairment of long-lived assets		253
Research and development		238,000	1,062,000
Amortization		$ 4,752	$ 4,851
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%
ViralClear Pharmaceuticals, Inc. [Member]
Product Information [Line Items]
Non-controlling interest rate		69.08%		69.08%
BioSig AI Sciences, Inc. [Member]
Product Information [Line Items]
Non-controlling interest rate		84.48%		84.48%
Patents [Member]
Product Information [Line Items]
Finite-lived intangible asset, useful life		20 years
Minimum [Member]
Product Information [Line Items]
Property, plant and equipment, useful life		3 years
Maximum [Member]
Product Information [Line Items]
Property, plant and equipment, useful life		5 years
One Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		93.00%	100.00%
Customer One [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		33.60%		62.30%
Customer Two [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		30.80%		19.60%
Customer Three [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage		35.60%		18.00%

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total	$ 1,036	$ 1,452
Less accumulated depreciation	(854)	(943)
Property and equipment, net	182	509
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	531	531
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total	109	109
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total		372
Testing and Demo Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	312	356
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	$ 84	$ 84

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Impairment of intangible assets	$ 253,411
Depreciation	$ 73,376	$ 79,468
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years

SCHEDULE OF RIGHT TO USE ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Right To Use Assets And Lease Liability
Right to use asset	$ 995	$ 995
Less accumulated amortization	(660)	(583)
Right to use assets, net	$ 335	$ 412

SCHEDULE OF LEASE LIABILITY (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Right To Use Assets And Lease Liability
Total lease liability	$ 368	$ 452
Less: short term portion	(308)	(349)
Long term portion	$ 60	$ 103

SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Right To Use Assets And Lease Liability
Year ended December 31, 2024	$ 278
Year ended December 31, 2025	106
Total	384
Less: Present value discount	(16)
Lease liability	$ 368	$ 452

SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Right To Use Assets And Lease Liability
Operating lease expense	$ 77	$ 71
Short-term lease expense	7	6
Variable lease expense	8	15
Total	$ 92	$ 92

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 ($)
Number of leases \| Integer	2
Operating lease expense	$ 91,889	$ 92,081
Minimum [Member] \| Building [Member]
Operating lease expense	$ 30,544		$ 29,995

SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Balance	$ 120	$ 221
Recognized in Revenue
Invoiced to Customer	(30)	(30)
Interest Earned
Unguaranteed Residual Assets	4	4
Balance	94	195
Other Current Assets [Member]
Balance	103	101
Recognized in Revenue
Invoiced to Customer	(15)
Interest Earned
Unguaranteed Residual Assets	2
Balance	90	101
Other Noncurrent Assets [Member]
Balance	17	120
Recognized in Revenue
Invoiced to Customer	(15)	(30)
Interest Earned
Unguaranteed Residual Assets	2	4
Balance	$ 4	$ 94

SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Lease Receivables
Year ended December 31, 2024	$ 78
Year ended December 31, 2025	13
Present value of unguaranteed residual assets	4		$ 4
Total	95
Less: Present value discount	(1)
Net investment in leases	$ 94	$ 120	$ 195	$ 221

LEASE RECEIVABLES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
LEASE RECEIVABLES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2022
Lease Receivables
Operating lease, expense		$ 4,333
Operating lease, term of contract		30 months
Operating lease, renewal term		1 year
Discount rate	2.00%	2.00%

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
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
Accounts payable and accrued expenses	$ 4,821	$ 4,116

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	12.00%

STOCKHOLDER EQUITY (Details Narrative) - USD ($)

3 Months Ended

Jan. 31, 2024

Jan. 12, 2024

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Class of Stock [Line Items]

Preferred stock, shares authorized

1,000,000

Preferred stock, par or stated value per share (in dollars per share)

$ 0.001

Deemed dividend

$ 132,931

Reverse stock split

1-for-10 reverse stock split

Common stock, shares authorized

200,000,000

Common stock, par value

$ 0.001

Common stock, shares issued

11,165,007

9,040,043

Common stock, shares outstanding

11,165,007

9,040,043

Number of shares issued for service, value

$ 1,251,000

$ 1,097,000

Exercise price of warrants

$ 7.21

$ 7.40

Investor [Member]

Class of Stock [Line Items]

Number of shares sold

260,720

Warrants to purchase shares

130,363

Purchase price of warrants

$ 3.989

Exercise price of warrants

$ 3.364

Gross proceeds

$ 1,040,000

Common Stock [Member]

Class of Stock [Line Items]

Number of shares issued for service

1,862,744

116,750

Number of shares issued for service, value

$ 2,000

^[1]

Consultants [Member] | Common Stock [Member]

Class of Stock [Line Items]

Common stock shares due

75,000

Value of common stock shares due

$ 123,500

Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Number of shares issued

1,500

Minimum [Member]

Class of Stock [Line Items]

Conversion price

$ 2.50

Maximum [Member]

Class of Stock [Line Items]

Conversion price

$ 0.5302

Series A Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares authorized

200

Series B Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares authorized

600

Series C Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares authorized

4,200

Preferred stock, shares issued

105

Preferred stock, shares outstanding

105

Series D Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares authorized

1,400

Series E Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares authorized

1,000

Series F Preferred Stock [Member]

Class of Stock [Line Items]

Preferred stock, shares authorized

200,000

Common Stock [Member]

Class of Stock [Line Items]

Number of shares issued for service

1,862,744

Number of shares issued for service, value

$ 1,250,595

[1]	- less than $1

SCHEDULE OF STOCK OPTIONS (Details) - $ / shares	3 Months Ended	12 Months Ended
SCHEDULE OF STOCK OPTIONS (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, Number of options	543,479	603,229
Options outstanding, Weighted average remaining life	2 years 6 months	6 years 8 months 12 days
Options exercisable, Number of options	402,705
ViralClear Pharmaceuticals, Inc. [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, Number of options	25,000
Options outstanding, Weighted average remaining life	3 months
Options exercisable, Number of options	25,000
Options outstanding, Exercise price	$ 5.00
Options Under 9.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 9.99
Options outstanding, Number of options	103,610
Options outstanding, Weighted average remaining life	6 years 2 months 12 days
Options exercisable, Number of options	69,762
Options 10.00 - 19.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 10.00
Options outstanding, Number of options	174,150
Options outstanding, Weighted average remaining life	3 years 4 months 24 days
Options exercisable, Number of options	76,216
Options outstanding, Exercise price	$ 19.99
Options 20.00 - 29.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 20.00
Options outstanding, Number of options	85,538
Options outstanding, Weighted average remaining life	1 month 6 days
Options exercisable, Number of options	76,757
Options outstanding, Exercise price	$ 29.99
Options 30.00 - 39.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 30.00
Options outstanding, Number of options	32,748
Options outstanding, Weighted average remaining life	1 month 6 days
Options exercisable, Number of options	32,748
Options outstanding, Exercise price	$ 39.99
Options 40.00 - 49.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 40.00
Options outstanding, Number of options	79,842
Options outstanding, Weighted average remaining life	7 months 6 days
Options exercisable, Number of options	79,631
Options outstanding, Exercise price	$ 49.99
Options 50.00 - 59.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 50.00
Options outstanding, Number of options	14,414
Options outstanding, Weighted average remaining life	1 month 6 days
Options exercisable, Number of options	14,414
Options outstanding, Exercise price	$ 59.99
Options 60.00 - 69.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 60.00
Options outstanding, Number of options	33,405
Options outstanding, Weighted average remaining life	8 months 12 days
Options exercisable, Number of options	33,405
Options outstanding, Exercise price	$ 69.99
Options 70.00 - 79.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 70.00
Options outstanding, Number of options	15,772
Options outstanding, Weighted average remaining life	9 months 18 days
Options exercisable, Number of options	15,772
Options outstanding, Exercise price	$ 79.99
Options Over 79.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 79.99
Options outstanding, Number of options	4,000
Options outstanding, Weighted average remaining life	1 month 6 days
Options exercisable, Number of options	4,000

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	3 Months Ended	12 Months Ended
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Outstanding shares	603,229
Weighted Average Exercise Price Outstanding	$ 25.67
Weighted-Average Remaining Contractual Term, Outstanding	2 years 6 months	6 years 8 months 12 days
Outstanding Aggregate Intrinsic Value
Forfeited/expired	(59,750)
Weighted Average Exercise Price Forfeited/expired	$ 20.92
Outstanding shares	543,479	603,229
Weighted Average Exercise Price Outstanding	$ 26.19	$ 25.67
Outstanding Aggregate Intrinsic Value
Outstanding shares Exercisable	402,705
Weighted Average Exercise Price Exercisable	$ 31.12
Weighted-Average Remaining Contractual Term, Exercisable	1 year 9 months 18 days
Outstanding Exercisable Aggregate Intrinsic Value

SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares	3 Months Ended
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 7.21	$ 7.40
Number Outstanding	2,878,734
BioSig AI Sciences, Inc. [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 1.00
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	$ 5.00
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	$ 10.00
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
Number Outstanding	1,399,386
Expiration date	May 2025-November 2028
Warrants at 4.066 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 4.066
Number Outstanding	25,000
Expiration date	November 2032
Warrants at 4.455 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 4.455
Number Outstanding	113,005
Expiration date	June 2028
Warrants at 4.466 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 4.466
Number Outstanding	48,980
Expiration date	November 2028
Warrants at 4.6626 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 4.6626
Number Outstanding	64,982
Expiration date	April 2029
Warrants at 4.9252 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 4.9252
Number Outstanding	56,307
Expiration date	March 2029
Warrants at 4.929 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 4.929
Number Outstanding	76,997
Expiration date	March 2029
Warrants at 5.1358 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 5.1358
Number Outstanding	116,045
Expiration date	July 2028
Warrants at 7.181 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 7.181
Number Outstanding	95,761
Expiration date	July 2028
Warrants at 7.502 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 7.502
Number Outstanding	9,846
Expiration date	July 2028
Warrants at 7.963 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 7.963
Number Outstanding	88,324
Expiration date	August 2028
Warrants at 9.000 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 9.000
Number Outstanding	21,709
Expiration date	June 2027
Warrants at 9.596 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 9.596
Number Outstanding	84,390
Expiration date	January 2029
Warrants at 10.0992 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 10.0992
Number Outstanding	19,118
Expiration date	August 2028
Warrants at 10.26 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 10.26
Number Outstanding	51,705
Expiration date	September 2028
Warrants at 10.4678 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 10.4678
Number Outstanding	84,296
Expiration date	September 2028
Warrants at 11.30 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 11.30
Number Outstanding	40,417
Expiration date	October 2028
Warrants at 1328 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 13.28
Number Outstanding	96,198
Expiration date	November 2028
Warrants at 14.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 14.00
Number Outstanding	174,013
Expiration date	September 2025
Warrants at 48.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 48.00
Number Outstanding	25,000
Expiration date	February 2025 to July 2026
Warrants at 61.60 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 61.60
Number Outstanding	56,892
Expiration date	November 2027

SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Outstanding shares Exercise price	$ 7.40
Weighted-Average Remaining Contractual Term, Outstanding	3 years 7 months 6 days	3 years 8 months 12 days
Aggregate Intrinsic Value	$ 1,717,104
Issued	130,363
Outstanding shares Exercise price Issued	$ 3.36
Weighted-Average Remaining Contractual Term, Issued	5 years 3 months 18 days
Exercised	2,878,734
Outstanding shares Exercise price	$ 7.21	$ 7.40
Aggregate Intrinsic Value		$ 1,717,104
Warrants Vested and expected to vest, Weighted-Average Exercise Price	$ 7.21
Warrants Vested and expected to vest, Weighted-Average Remaining Contractual Term	3 years 7 months 6 days
Warrants Vested and expected to vest, Aggregate Intrinsic Value
Warrants Exercisable, Weighted-Average Exercise Price	$ 7.46
Weighted-Average Remaining Contractual Term	3 years 4 months 24 days
Warrants Exercisable, Aggregate Intrinsic Value
BioSig AI Sciences, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Outstanding shares	2,748,371
Warrants Vested and expected to vest, Shares	2,878,734
Warrants Exercisable, Shares	2,683,389

SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total restricted shares outstanding	163,250
Granted	500,000
Vested and issued	(1,500)
Total restricted shares, forfeited	(56,750)
Total	605,000
Vested restricted shares	12,500
Unvested restricted shares	592,500
Vested restricted shares	1,500
ViralClear Pharmaceuticals, Inc. [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total restricted shares outstanding	1,078,679
Vested and issued	(678,679)
Total restricted shares, forfeited	(240,000)
Total	838,679
Vested restricted shares	678,679
Unvested restricted shares	160,000

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details Narrative) - USD ($)				3 Months Ended
	Mar. 01, 2024	Dec. 27, 2022	Sep. 24, 2019	Mar. 31, 2024	Mar. 31, 2023	Jan. 12, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [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 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.
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period		10 years
Exercise price				$ 0.661
Fair value of options vested				$ 2,682	$ 257,187
Unrecognized compensation expense				$ 178,967
Weighted average period				3 months 21 days
Warrants outstanding exercise price				$ 7.21			$ 7.40
Stock price				$ 0.661
Fair value adjustment of warrants				$ 0	0
Unrecognized compensation expense				0
Services, fair value				1,251,000	1,097,000
Expiration period			10 years
Shares remaining			2,650,071
ViralClear Pharmaceuticals, Inc. [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of options vested				0	0
Unrecognized compensation expense				$ 0
Key Consultant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Services, shares	500,000
Vesting year	vesting in substantially equal monthly installments over one year
Services, fair value	$ 352,550
Investor [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants to purchase shares				130,363		130,363
Warrants outstanding exercise price				$ 3.364		$ 3.364
Share-Based Payment Arrangement, Option [Member] \| Equity Incentive 2012 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted		876,595
Restricted stock units to purchase up			4,000,000
Share-Based Payment Arrangement, Option [Member] \| 2023 Long-Term Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance				259,968
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense				$ 634,367
Share-based payment arrangement, noncash expense				(80,047)	104,704
Restricted Stock Units (RSUs) [Member] \| ViralClear Pharmaceuticals, Inc. [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense				0
Share-based payment arrangement, noncash expense				0	$ 14,535
Restricted Stock Units (RSUs) [Member] \| Terminated Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement, noncash expense				$ (80,047)

SCHEDULE OF NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss	$ (44)	$ (161)
Average Non-Controlling interest percentage of profit/losses	30.00%	31.00%
Net loss attributable to non-controlling interest	$ (13)	$ (50)
ViralClear Pharmaceuticals, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss	$ (41)	$ (161)
Average Non-Controlling interest percentage of profit/losses	32.00%	31.00%
Net loss attributable to non-controlling interest	$ (13)	$ (50)
BioSig AI Sciences, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss	$ (3)
Average Non-Controlling interest percentage of profit/losses		0.00%
Net loss attributable to non-controlling interest

SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Balance, January 1, 2024	$ 26
Net loss attributable to non-controlling interest	(13)	$ (50)
Balance, March 31, 2024	13
ViralClear Pharmaceuticals, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Balance, January 1, 2024	(158)
Net loss attributable to non-controlling interest	(13)	(50)
Balance, March 31, 2024	(171)
BioSig AI Sciences, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Balance, January 1, 2024	184
Net loss attributable to non-controlling interest
Balance, March 31, 2024	$ 184

NON-CONTROLLING INTEREST (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
NON-CONTROLLING INTEREST (Details Narrative) - USD ($)	Mar. 05, 2024	Jul. 31, 2023	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Noncontrolling Interest [Line Items]
Net proceeds	$ 5,000,000			$ 1,040,000	$ 6,748,000
BioSig AI Sciences, Inc. [Member]
Noncontrolling Interest [Line Items]
Shares issued		2,205,000	2,205,000
Net proceeds		$ 1,971,277	$ 1,971,277
ViralClear Pharmaceuticals, Inc. [Member]
Noncontrolling Interest [Line Items]
Majority interest				69.08%		69.08%
BioSig AI Sciences, Inc. [Member]
Noncontrolling Interest [Line Items]
Majority interest				84.48%		84.48%

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)						3 Months Ended		12 Months Ended
	Mar. 22, 2024	Feb. 22, 2024	Dec. 04, 2023	Jun. 17, 2023	Mar. 15, 2017	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2023	Nov. 20, 2019
Loss Contingencies [Line Items]
Charged operations						$ 21,694	$ 65,919
Aggregate purchase commitments						1,759,385
Compensation expense			$ 775,782
Loss related to litigation settlement		$ 1,440,000
Loss contingency, damages sought, value	$ 144,000
Minimum [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
Twenty Twenty Seventeen Know How License Agreement [Member] \| Minimum [Member]
Loss Contingencies [Line Items]
Royalty percentage of net sales					1.00%
Twenty Twenty Seventeen Know How License Agreement [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Royalty percentage of net sales					2.00%
EP Software Agreement [Member]
Loss Contingencies [Line Items]
Accounts payable due						0			0
Royalty payments										$ 625,000
Tools Agreement [Member]
Loss Contingencies [Line Items]
Accounts payable due						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
Royalty payments										$ 700,000
Payments for royalties								$ 75,000
Trek Therapeutics [Member]
Loss Contingencies [Line Items]
Royalty percentage of net sales						6.00%
Accounts payable due						$ 0			$ 0
Consideration received percentage						10.00%
Trek Therapeutics [Member] \| First Country [Member]
Loss Contingencies [Line Items]
Payments for royalties						$ 10,000,000
Trek Therapeutics [Member] \| Second Country [Member]
Loss Contingencies [Line Items]
Payments for royalties						5,000,000
Consulting Agreement [Member]
Loss Contingencies [Line Items]
Accounts payable due						$ 90,000	$ 90,000
Monthly consulting fee				$ 30,000

SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 14	$ 5
Operating Expenses	3,451	7,391
Loss from Operations	(3,437)	(7,386)
Total Assets	1,589		$ 1,798
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Revenues	14	5
Operating Expenses	3,407	7,230
Loss from Operations	(3,391)	(7,225)
Total Assets	821		485
ViralClear Pharmaceuticals, Inc. [Member]
Segment Reporting Information [Line Items]
Revenues
Operating Expenses	41	161
Loss from Operations	(41)	(161)
Total Assets	(542)
BioSig AI Sciences, Inc. [Member]
Segment Reporting Information [Line Items]
Revenues
Operating Expenses	3
Loss from Operations	(3)
Total Assets	$ 1,310		$ 1,313

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 07, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Common stock issued for services	$ 1,251,000	$ 1,097,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Notes payable			$ 500,000
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties	$ 20,000			$ 30,000
Chief Financial Officer [Member] \| Frederick D Hrkac [Member]
Related Party Transaction [Line Items]
Number of shares issued	500,000
Common stock issued for services	$ 352,550

SUBSEQUENT EVENTS (Details Narrative) - USD ($)				3 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	May 01, 2024	Apr. 16, 2024	Apr. 01, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Subsequent Event [Line Items]
Common stock issued for services				$ 1,251,000	$ 1,097,000
Exercise price of warrants				$ 7.21		$ 7.40
Cash				$ 416,000		$ 190,000
Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of shares issued	783,406
Shares issued, price per share	$ 1.4605
Exercise price of warrants	$ 1.398
Proceeds from issuance or sale of equity	$ 1,144,164
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
Common stock issued for services				$ 1,250,595
Related Party [Member] \| Purchase Agreement [Member]
Subsequent Event [Line Items]
Accured interest	$ 509,165
Subsequent Event [Member] \| Consultants [Member]
Subsequent Event [Line Items]
Common stock issued for services, shares		278,000
Common stock issued for services		$ 419,780
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Number of shares issued, granted	58,333
Number of shares issued			41,667
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member] \| Employees [Member]
Subsequent Event [Line Items]
Number of shares issued, granted	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]
Number of shares issued, granted	200,000