BSGM BioSig Technologies Inc

 

 

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 September 30, 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.)
12424 Wilshire Blvd Suite 745 Los Angeles, CA		90025
(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
N/A		N/A		N/A

 

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 November 14, 2024, there were 17,234,929 shares of the registrant’s common stock, $0.001 par value per share, outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION
	ITEM 1.	Financial Statements
		Condensed consolidated balance sheets as of September 30, 2024 (unaudited) and December 31, 2023	3
		Condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	4
		Condensed consolidated statement of changes in equity for the three and nine months ended September 30, 2024 (unaudited)	5
		Condensed consolidated statement of changes in equity for the three and nine months ended September 30, 2023 (unaudited)	6
		Condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 (unaudited)	7
		Notes to condensed consolidated financial statements (unaudited)	8-29
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30-37
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	38
	ITEM 4.	Controls and Procedures	38
PART II. OTHER INFORMATION
	ITEM 1.	Legal Proceedings	40
	ITEM 1A.	Risk Factors	41
	ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	42
	ITEM 3.	Defaults Upon Senior Securities	42
	ITEM 4.	Mine Safety Disclosures	42
	ITEM 5.	Other Information	42
	ITEM 6.	Exhibits	43
	SIGNATURES		44

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value and Share Amounts)

 

		September 30,				December 31,
		2024				2023
		(unaudited)
ASSETS
Current assets:
Cash		$	615			$	190
Accounts receivable			81				24
Employee advance			-				5
Net investment in leases, short term			39				103
Prepaid expenses and vendor deposits			113				206
Total current assets			848				528
Property and equipment, net			111				509
Right-to-use assets, net			137				412
Other assets:
Net investment in leases, long term			4				17
Patents, net			274				288
Other assets			44				44
Total assets		$	1,418			$	1,798
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses, including $0 and $30 to related parties as of September 30, 2024 and December 31, 2023, respectively		$	1,448			$	4,116
Customer deposits			-				16
Dividends payable			108				101
Lease liability, short term			145				349
Total current liabilities			1,701				4,582
Long term liabilities:
Lease liability, long term			-				103
Total long-term liabilities			-				103
Total liabilities			1,701				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 September 30, 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 September 30, 2024 and December 31, 2023 (see above)			-				-
Common stock, $0.001 par value, authorized 200,000,000 shares, 16,617,096 and 9,040,043 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			17				9
Additional paid-in-capital			253,824				241,988
Accumulated deficit			(254,246	)			(245,015	)
Total stockholders’ deficit attributable to BioSig Technologies, Inc.			(405	)			(3,018	)
Non-controlling interest			17				26
Total deficit			(388	)			(2,992	)
Total liabilities and equity		$	1,418			$	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				2024				2023
		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Revenue:
Service		$	-			$	1			$	27			$	6
Total revenue			-				1				27				6
Operating expenses:
Research and development			156				1,145				736				3,916
General and administrative			2,763				2,815				10,559				18,167
Impairment of long term assets			-				-				253				-
Depreciation and amortization			31				92				158				268
Total operating expenses			2,950				4,052				11,706				22,351
Loss from operations			(2,950	)			(4,051	)			(11,679	)			(22,345	)
Other income (expense)
Interest income, net			-				1				(8	)			8
Gain on settlement and forgiveness of accounts payable			1,021				-				2,409				-
Other income (expense), net:			15				-				38				(225	)
Loss before income taxes			(1,914	)			(4,050	)			(9,240	)			(22,562	)
Income taxes (benefit)			-				-				-				-
Net loss			(1,914	)			(4,050	)			(9,240	)			(22,562	)
Non-controlling interest			-				(517	)			9				(430	)
Net loss attributable to BioSig Technologies, Inc.			(1,914	)			(4,567	)			(9,231	)			(22,992	)
Preferred stock dividend			(2	)			(2	)			(7	)			(7	)
Preferred stock deemed dividend			(24	)			-				(157	)			-
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS			(1,940	)		$	(4,569	)		$	(9,395	)		$	(22,999	)
Net loss per common share, basic and diluted		$	(0.12	)		$	(0.61	)		$	(0.72	)		$	(3.33	)
Weighted average number of common shares outstanding, basic and diluted			16,200,928				7,537,237				13,002,868				6,907,790

 

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 AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(In Thousands, Except Par Value and Share Amounts)

 

		Shares				Amount				Capital				Deficit				Interest				Total
										Additional								Non-
		Common stock								Paid in				Accumulated				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	)
Common stock issued for services			278,000				-*				420				-				-				420
Sale of common stock and warrants, net transactional costs			434,782				1				635				-				-				636
Common stock issued in exchange for principal and accrued interest on a note payable			348,624				-*				509				-				-				509
Sale of common stock and warrants, net transactional costs			1,570,683				2				2,532				-				-				2,534
Stock issued as forgiveness of accounts payable			75,000				-*				122				-				-				122
Stock based compensation			1,238,750				1				4,011				-				-				4,012
Preferred stock dividend			-				-				(3	)			-				-				(3	)
Net loss			-				-				-				(3,915	)			4				(3,911	)
Balance, June 30, 2024 (unaudited)			15,110,846			$	15			$	252,311			$	(252,332	)		$	17			$	11
Stock based compensation			1,506,250				2				1,515				-				-				1,517
Accretion of deemed preferred stock dividend			-				-				24				-				-				24
Deemed preferred stock dividend			-				-				(24	)			-				-				(24	)
Preferred stock dividend			-				-				(2	)			-				-				(2	)
Net loss			-				-				-				(1,914	)			-				(1,914	)
Balance, September 30, 2024 (unaudited)			16,617,096			$	17			$	253,824			$	(254,246	)		$	17			$	(388	)

 

*	- 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(In Thousands, Except Par Value and Share Amounts)

 

										Additional								Non-
		Common stock								Paid in				Accumulated				controlling
		Shares				Amount				Capital				Deficit				Interest				Total
Balance, December 31, 2022			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
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
Common stock issued for services			385,434				-*				4,811				-				-				4,811
Sale of common stock and warrants, net transactional costs of $201			259,090				1				3,245				-				-				3,245
Sale of subsidiary stock			-				-				1,379				-				188				1,567
Common stock issued for exercise of warrants cashless			4,360				-*				-				-				-				-
Stock based compensation			11,083				-*				(73	)			-				4				(69	)
Preferred stock dividend			-				-				(3	)			-				-				(3	)
Net loss			-				-				-				(11,093	)			(37	)			(11,130	)
Balance, June 30, 2023 (unaudited)			7,389,740			$	7			$	234,635			$	(234,399	)		$	89			$	331
Balance			7,389,740			$	7			$	234,635			$	(234,399	)		$	89			$	331
Common stock issued for services			150,300				-*				937				-				-				937
Sale of common stock and warrants, net transactional costs of $237			391,737				-*				2,624				-				-				2,624
Sale of common stock and warrants, net transactional costs			391,737				-*				2,624				-				-				2,624
Sale of common stock under at-the-market offerings, net of transactional expenses of $164			29,861				-*				(3	)			-				-				(3	)
Sale of subsidiary stock			-				-				296				-				108				404
Stock based compensation			6,750				-*				(687	)			-				(609	)			(1,296	)
Preferred stock dividend			-				-				(2	)			-				-				(2	)
Net loss			-				-				-				(4,567	)			517				(4,050	)
Balance, September 30, 2023 (unaudited)			7,968,388			$	7			$	237,799			$	(238,966	)		$	105			$	(1,055	)
Balance			7,968,388			$	7			$	237,799			$	(238,966	)		$	105			$	(1,055	)

 

*	- 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
		Nine months ended September 30,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(9,240	)		$	(22,562	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization			158				268
Non-cash lease expense			275				216
Non-cash inventory write-down			-				1,307
Impairment of long-term assets			253				-
Gain on settlement and forgiveness of accounts payable			2,409				-
Equity based compensation			7,010				6,532
Changes in operating assets and liabilities:
Accounts receivable			(57	)			(5	)
Lease receivables			77				75
Employee advances			5				(16	)
Inventory			-				(49	)
Prepaid expenses and other			93				(625	)
Deferred expense			-				(4	)
Deferred revenue			-				(5	)
Customer deposits			(7	)			4
Accounts payable and accrued expenses			(4,953	)			724
Operating lease liabilities			(307	)			(231	)
Net cash used in operating activities			(4,284	)			(14,371	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			-				(182	)
Net cash used in investing activity			-				(182	)
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			4,209				12,617
Proceeds from sale of common stock under at-the-market offerings, net of issuance costs			-				(3	)
Proceeds from the sale of subsidiary stock to non-controlling interest, net of issuance costs			-				1,971
Net cash provided by financing activities			4,709				14,585
Net increase in cash and cash equivalents			425				32
Cash, beginning of the period			190				357
Cash, end of the period		$	615			$	389
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 accounts payable		$	122			$	105
Common stock issued in settlement of accrued severance		$	46				-
Dividend payable on preferred stock charged to additional paid in capital		$	7			$	7
Series C convertible preferred stock deemed dividend		$	157			$	-
Common stock issued for conversion of note payable and accrued interest		$	509			$	-

 

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

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 had 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 September 30, 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 September 30, 2024 and December 31, 2023, the Company had a majority interest in BioSig AI of 84.5% (see Notes 9 and 11).

 

The Company continues to evaluate opportunities for the two subsidiaries.

 

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 LLC (“Nasdaq”), 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).

 

8

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 Nasdaq, 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.

 

On June 10, 2024, the Company received formal notice that the Nasdaq Hearings Panel had determined to delist the Company’s common stock from Nasdaq due to the Company’s continued non-compliance with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(2) for continued listing on Nasdaq. As a result, trading in the Company’s common stock will be suspended on Nasdaq effective with the open of business on Wednesday, June 12, 2024. The Company’s common stock should be eligible to trade on the OTC Markets’ Pink Current Information tier under symbol “BSGM” effective with the open of trading on Wednesday, June 12, 2024. The Company seeked the Panel’s reconsideration of its decision in accordance with the Nasdaq Listing Rules.

 

On June 24, 2024, the Company was notified by Nasdaq that the Nasdaq Hearings Panel had declined to reconsider its decision dated June 10, 2024 to delist the Company’s common stock from Nasdaq (the “Delisting Decision”). Trading in the Company’s securities was suspended on Nasdaq effective with the open of business on June 12, 2024, at which point the Company’s common stock was eligible to trade on the OTC Market’s Pink Current Information tier.

 

On July 10, 2024, the Company filed a submission in support of an appeal to the Delisting Decision to the Nasdaq Listing and Hearing Review Council.

 

On July 23, 2024, the Company commenced trading of its common stock on the OTCQB, operated by OTC Markets Group, Inc.

 

On October 18, 2024, the Company received a decision from the Nasdaq Listing and Hearing Review Council granting the Company a grace period until March 7, 2025 to regain compliance with the Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”), which requires a market value of listed securities of at least $35 million.

 

On October 21, 2024, the Company was notified that its common stock will commence trading on The Nasdaq Capital Market on Wednesday, October 23, 2024, effective at the opening of trading.

 

On October 24, 2024, the Company received a letter from the Nasdaq Listing Qualifications (“Nasdaq”) notifying the Company that based upon the closing bid price of the Company’s common stock from the period of June 11, 2024 through the reinstatement date, October 23, 2024, the Company did not meet the minimum bid price of $1.00 per share required by the Nasdaq Listing Rules (“Rules”) and as a result, the Company no longer meets this requirement. However, the Rules also provides the Company a compliance period of 180 calendar days in which to regain compliance.

 

On November 13, 2024, the Company issued a press release announcing its Nasdaq bid price compliance.

 

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 and nine months ended September 30, 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 September 30, 2024, the Company had cash of $0.6 million and working capital deficit of $0.9 million. During the nine months ended September 30, 2024, the Company used net cash in operating activities of $4.3 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.

 

9

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

Accordingly, the accompanying unaudited condensed 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.

 

10

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 rateably 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 nine months ended September 30, 2024 and 2023, are presented below:

 SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS

Nine months ended September 30,2024:

 

		Balance at December 31, 2023 (000’s)				Consideration Received (000’s)				Recognized in Revenue (000’s)				Balance at September 30, 2024 (000’s)
Service revenue		$	-			$	27			$	(27	)		$	-

 

11

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

Nine months ended September 30, 2023:

 

		Balance at December 31, 2022 (000’s)				Consideration Received (000’s)				Recognized in Revenue (000’s)				Balance at September 30, 2023 (000’s)
Service revenue		$	5			$	1			$	(6	)		$	-

 

The Company had one customer which accounts for 96% and 100% of our revenue in the nine months ended September 30, 2024 and 2023, respectively.

 

At September 30, 2024, the Company had three customers representing 40.7%, 37.2% and 16% 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 and nine months ended September 30, 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 September 30, 2024 and December 31, 2023. The Company believes that its reserve is adequate, however results may differ in future periods. For the three and nine months ended September 30, 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 September 30, 2024 and December 31, 2023, deposits in excess of FDIC limits were $0.37 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.

 

12

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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.

 

13

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 and nine months ended September 30, 2024, the Company re-assessed its 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 $0 and $253 impairment charge to current operations during the three and nine months ended September 30, 2024. The Company did not recognize and record any impairments of long-lived assets used in operations during the three and nine months ended September 30, 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 September 30, 2024 and 2023, respectively. The Company incurred research and development expenses of $0.7 million and $3.9 million for the nine months ended September 30, 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 September 30, 2024 and 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

 

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

 SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

		September 30, 2024				September 30, 2023
Series C convertible preferred stock			618,060				63,439
Options to purchase common stock			2,515,200				530,465
Warrants to purchase common stock			4,951,068				1,234,964
Restricted stock units to acquire common stock			1,965,000				81,250
Totals			10,049,328				1,910,118

 

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.

 

14

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 September 30, 2024 and 2023, the Company recorded amortization of $4,752 and $4,751 to current period operations, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded amortization of $14,254 and $14,354 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 September 30, 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.

 

15

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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.

 

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). ASU 2023-07 modifies reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses categorized as significant or regularly provided to the Chief Operating Decision Maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related 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 September 30, 2024 and December 31, 2023 is summarized as follows:

 SCHEDULE OF PROPERTY AND EQUIPMENT

		September 30, 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			(925	)			(943	)
Property and equipment, net		$	111			$	509

 

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. Leasehold improvements are depreciated over the related expected lease term. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings.

 

During the three and nine months ended September 30, 2024, the Company re-assessed its 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 $0 and $253,411 impairment charge to current operations during the three and nine months ended September 30, 2024.

 

Depreciation expenses were $26,590 and $87,338 for the three months ended September 30, 2024 and 2023, respectively. Depreciation expenses were $143,804 and $253,486 for the nine months ended September 30, 2024 and 2023, respectively.

 

NOTE 5 – RIGHT TO USE ASSETS AND LEASE LIABILITY

 

On July 15, 2024 the Company terminated its sublease for the office space at 55 Greens Farms Road Westport, Connecticut which was set to end at December 15, 2024.

 

As of 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.

 

As of September 30, 2024, the Company had one lease outstanding with payments of $15,129 per month, expiring in July 31, 2025.

 

Right to use assets is summarized below:

 SCHEDULE OF RIGHT TO USE ASSETS

		September 30, 2024 (000’s)				December 31, 2023 (000’s)
Right to use asset		$	502			$	995
Less accumulated amortization			(365	)			(583	)
Right to use assets, net		$	137			$	412

 

During the three months ended September 30, 2024 and 2023, the Company recorded $36,565 and $95,964 as lease expense to current period operations, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded $203,315 and $280,541 as lease expense to current period operations, respectively.

 

16

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

Lease liability is summarized below:

 SCHEDULE OF LEASE LIABILITY

		September 30, 2024 (000’s)				December 31, 2023 (000’s)
Total lease liability		$	145			$	452
Less: short term portion			(145	)			(349	)
Long term portion		$	-			$	103

 

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

 SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS

Year ended December 31, 2024			45
Year ended December 31, 2025			106
Total			151
Less: Present value discount			(6	)
Lease liability		$	145

 

Lease expense for the three months ended September 30, 2024 and 2023 was comprised of the following:

 SCHEDULE OF LEASE EXPENSE

		September 30, 2024 (000’s)				September 30, 2023 (000’s)
Operating lease expense		$	36			$	84
Short-term lease expense			-				8
Variable lease expense			1				4
Total		$	37			$	96

 

Lease expense for the nine months ended September 30, 2024 and 2023 was comprised of the following:

 

		September 30, 2024 (000’s)				September 30, 2023 (000’s)
Operating lease expense		$	158			$	252
Short-term lease expense			41				22
Variable lease expense			4				7
Total		$	203			$	281

 

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 is included in net investment in leases in the balance sheet.

 

A reconciliation of lease receivables with customers for the nine months ended September 30, 2024 and 2023 are presented below:

 SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS

Nine months ended September 30, 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 September 30, 2024 (000’s)
Contract asset		$	120			$	-			$	(81	)		$	-			$	4			$	43
Less current portion			(103	)			-				66				-				(2	)			(39	)
Noncurrent portion		$	17			$	-			$	(15	)			-			$	2			$	4

 

17

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

Nine months ended September 30, 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 September 30, 2023 (000’s)
Contract asset		$	221			$	-			$	(81	)		$	2			$	3			$	145
Less current portion			(101	)			-				(1	)			-				-				(102	)
Noncurrent portion		$	120			$	-			$	(82	)			2			$	3			$	43

 

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

 SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT

Year ended December 31, 2024			27
Year ended December 31, 2025			13
Present value of unguaranteed residual assets			4
Total			44
Less: Present value discount			(1	)
Net investment in leases		$	43

 

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses at September 30, 2024 and December 31, 2023 consist of the following:

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE

		September 30, 2024 (000’s)				December 31, 2023 (000’s)
Accrued accounting and legal		$	256			$	1,277
Accrued reimbursements and travel			7				9
Accrued consulting			152				804
Accrued research and development expenses			474				802
Accrued marketing			36				333
Accrued office and other			423				290
Accrued payroll			100				601
Accounts payable and accrued expenses		$	1,448			$	4,116

 

During the three and nine months ended September 30, 2024, the company recorded a gain on settlement and forgiveness of accounts payable of approximately $1,021,000 and $2,409,000, respectively.

 

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 was unsecured and bears interest of twelve percent (12%) per annum, payable at maturity. The Company had the option to prepay all or any portion of the promissory note at any time without penalty. See Note 9 – Stockholder Equity for details related to the full conversion of the promissory note for common stock on May 1, 2024.

 

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 September 30, 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 September 30, 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 September 30, 2024 and December 31, 2023, the Company had 105 shares of Series C Preferred stock issued and outstanding. During the nine months ended September 30, 2024, the conversion price of the Series C Preferred stock was reset from $2.50 per share to $0.5302 per share and again to $0.4100 per share. As such, the Company recorded a noncash deemed dividend of $156,734 during the nine months ended September 30, 2024.

 

18

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

Common stock

 

On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split.

 

The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. As of September 30, 2024 and December 31, 2023, the Company had 16,617,096 and 9,040,043 shares issued and outstanding, respectively.

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 75,000 shares of common stock for the forgiveness of accounts payable at a fair value of $122,250.

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 2,140,744 shares of common stock for services at a fair value of $1,670,375.

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 2,322,747 shares of common stock for vested restricted stock units.

 

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.

 

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.

 

On May 29, 2024, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue to the investors (i) in a registered direct offering, 1,570,683 shares (the “Shares”) of Common Stock, par value $0.001 per share of the Company at a price of $1.91 per share and (ii) in a concurrent private placement, common stock purchase warrants to purchase up to an aggregate of 1,570,683 shares of Common Stock, at an exercise price of $1.78 per share of Common Stock. In connections with the Offering, the Company issued 109,948 warrants to its placement agent. The gross proceeds from the offering were approximately $3,000,000.

 

19

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

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 September 30, 2024, there were 15,718 shares available under the 2023 Long-Term Incentive Plan.

 

Options

 

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options using the based on the contractual life of options for non-employees.

 

For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.

 

During the nine months ended September 30, 2024, an employee was issued stock option to purchase 2,400,000 shares of the Company’s common stock with an exercise price $0.4479 per share, with 50% of the Options vesting on the date of grant and the remaining 50% of the options vesting over a term of 3 years in equal bi-annual instalments with vesting commencing on the date of grant. The grant date fair value of the option was $965,592.

 

The following table presents information related to stock options at September 30, 2024:

 SCHEDULE OF EXERCISE PRICE 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				2,467,000				9.9				1,266,496
	10.00-19.99				39,700				8.4				37,858
	20.00-29.99				-				-				-
	30.00-39.99				-				-				-
	40.00-49.99				4,000				4.9				4,000
	50.00-59.99				-				-				-
	60.00-69.99				3,000				5.3				3,000
	70.00-79.99				1,500				5.9				1,500
					2,515,200				9.89				1,312,854

 

A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 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			$	-
Issued			2,400,000				0.45
Forfeited/expired			(488,029)			$	28.97
Outstanding at September 30, 2024			2,515,200			$	0.96				9.89			$	-
Exercisable at September 30, 2024			1,312,854			$	1.41				9.84			$	-

 

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 $0.34 as of September 30, 2024, which would have been received by the option holders had those option holders exercised their options as of that date.

 

The option value during the nine months ended September 30, 2024, was valued using the Black-Scholes option pricing model the Company used the following assumptions (i) an expected term of 5.50 years , (ii) volatility of 135.51%, (iii) risk free interest rate of 3.50% and a (iv) dividend yield rate of 0%.

 

The fair value of all options vesting during the three and nine months ended September 30, 2024 of $498,445 and $655,863, respectively, was charged to current period operations. The fair value of all options vesting during the three and nine months ended September 30, 2023 of $502,662 and $1,142,185, respectively, was charged to current period operations. Unrecognized compensation expense of $477,849 at September 30, 2024 which the Company expects to recognize over a weighted average period of 1.64 years.

 

20

 

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

Warrants

 

The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at September 30, 2024:

 SCHEDULE OF OUTSTANDING WARRANTS

Exercise				Number				Expiration
Price				Outstanding				Date
$	1.398				391,703			November 2029
	1.780				1,570,683			May 2029
	2.3875				109,948			May 2029
	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
					4,951,068

 

21

 

 

During the nine months ended September 30, 2024, the Company issued warrants to purchase an aggregate of 2,202,697 shares of its common stock to investors at an exercise price of $2.28 per share.

 

A summary of the warrant activity for nine months ended September 30, 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			2,202,697			$	2.28				5.0				-
Outstanding at September 30, 2024			4,951,068			$	4.92				3.8			$	-
Vested and expected to vest at September 30, 2024			4,559,365			$	5.23				3.7			$	-
Exercisable at September 30, 2024			4,559,365			$	5.23				3.7			$	-

 

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 $0.34 of September 30, 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 and nine months ended September 30, 2024 and 2023 of $0 and $0 and was charged to current period operations. Unrecognized compensation expense was $0 at September 30, 2024.

 

Restricted Stock Units

 

The following table summarizes the restricted stock activity for the nine months ended September 30, 2024:

 SCHEDULE OF RESTRICTED STOCK ACTIVITY

Restricted shares issued as of January 1, 2024			163,250
Granted			4,605,000
Vested and issued			(2,746,500	)
Forfeited			(56,750	)
Total			1,965,000
Comprised of:
Vested restricted shares as of September 30, 2024			-
Unvested restricted shares as of September 30, 2024			1,965,000

 

22

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

On March 1, 2024, the Company granted 500,000 restricted stock units for shares of its common stock to a key consultant, vesting in substantially equal monthly installments over one year, for services rendered, valued at $352,550.

 

On 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, for services rendered, valued at $140,000.

 

On May 1, 2024, the Company issued 150,000 restricted stock units for shares of its common stock to an employee for services rendered valued at $298,500 that’s fully vested on the date of issuance.

 

On May 1, 2024, the Company granted 50,000 restricted stock units for shares of its common stock to an employee vesting in substantially equal monthly installments over one year.

 

On May 30, 2024, the Company granted an aggregate of 1,500,000 restricted stock units for shares of its common stock to consultants of which 650,000 shares were fully vested at the time of grant and 650,000 shares vest on July 3, 2024 and the remaining 200,000 vest on October 4, 2024.

 

June 1, 2024, the Company issued 12,500 restricted stock units for shares of its common stock to a consultant for services rendered valued at $25,125.

 

On June 7, 2024, the Company granted an aggregate of 262,500 restricted stock units for shares of its common stock to employees and board members, the shares were fully vested at the time of grant valued at $489,563.

 

On July 26, 2024, the Company granted an aggregate of 280,000 restricted stock units for shares of its common stock to employees and board members, the shares were fully vested at the time of grant valued at $114,800.

 

On July 26, 2024, the Company paid $25,000 in cash and issued and aggregate of 112,500 shares of its common stock as a full settlement of the General Release and Severance Agreement dated January 29, 2023 by and between Steve Chaussy and BioSig Technologies, Inc. (the “Severance Agreement”). The Company granted 12,500 shares of the afore mentioned common stock in 2023 but was only issued as part of the settlement. Pursuant to the original Severance Agreement, the Company was to pay a cash bonus of $200,000 to Steve Chaussy.

 

On September 11, 2024, the company granted 275,000 shares of restricted common stock, with a grant date fair value of $123,173, and granted an additional 1,275,000 shares of common stock that vest biannually over the term of 3 years with a grant date fair value of $571,073.

 

Stock based compensation expense related to restricted stock grants was $1,017,858 and $4,588,379 for the three and nine months ended September 30, 2024, respectively. Stock based compensation expense related to restricted stock grants was $172,717 and $379,243 for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, the stock-based compensation relating to restricted stock of $924,945 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

 

As of September 30, 2024, there were no options outstanding for ViralClear. The remaining 25,000 options with an exercise price of $5 were forfeited as of September 30, 2024.

 

The fair value of all options vesting during the three and nine months ended September 30, 2024 of $0; and $0 and $0 and $0 for the three and nine months ended September 30, 2023, respectively, was charged to current period operations. Unrecognized compensation expense of $0 at September 30, 2024 will be expensed in future periods.

 

23

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

Warrants (ViralClear)

 

The following table presents information related to warrants (ViralClear) at September 30, 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 nine months ended September 30, 2024:

 SCHEDULE OF RESTRICTED STOCK ACTIVITY

Restricted shares outstanding at January 1, 2024:			1,078,679
Forfeited			(400,000	)
Total restricted shares outstanding at September 30, 2024:			678,679
Comprised of:
Vested restricted shares as of September 30, 2024			678,679
Unvested restricted shares as of September 30, 2024			-
Total			678,679

 

Stock based compensation expense related to restricted stock unit grants of ViralClear was $0 and $0 for the three and nine months ended September 30, 2024 and $(1,970,931) and $(1,941,861) for the three and nine months ended September 30, 2023, respectively. As of September 30, 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 September 30, 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 September 30, 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 September 30, 2024 and December 31, 2023, the Company had a majority interest in BioSig AI of 84.5%.

 

24

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 September 30, 2024 (000’s):

 SCHEDULE OF NON-CONTROLLING INTEREST

		ViralClear Pharmaceuticals, Inc. (000’s)				BioSig AI Sciences, Inc. (000’s)				Total (000’s)
Net Income (loss)		$	(0	)		$	(0	)		$	(0	)
Average Non-Controlling interest percentage of losses			32	%			16	%			15	%
Net income (loss) attributable to non-controlling interest		$	(0	)		$	(0	)		$	(0	)

 

Net loss attributable to the non-controlling interest for the three months ended September 30, 2023 (000’s):

 

		ViralClear Pharmaceuticals, Inc. (000’s)				BioSig AI Sciences, Inc. (000’s)				Total (000’s)
Net loss		$	1,863			$	(389	)		$	1,474
Average Non-Controlling interest percentage of profit/losses			31	%			15	%			35	%
Net loss attributable to non-controlling interest		$	576			$	(59	)		$	517

 

Net loss attributable to the non-controlling interest for the nine months ended September 30, 2024 (000’s):

 

		ViralClear Pharmaceuticals, Inc. (000’s)				BioSig AI Sciences, Inc. (000’s)				Total (000’s)
Net Income (loss)		$	(41	)		$	24			$	(17	)
Average Non-Controlling interest percentage of losses			32	%			16	%			52	%
Net income (loss) attributable to non-controlling interest		$	(13	)		$	4			$	(9	)

 

Net loss attributable to the non-controlling interest for the nine months ended September 30, 2023 (000’s):

 

		ViralClear Pharmaceuticals, Inc. (000’s)				BioSig AI Sciences, Inc. (000’s)				Total (000’s)
Net loss		$	1,583			$	(407	)		$	1,176
Average Non-Controlling interest percentage of profit/losses			31	%			15	%			37	%
Net loss attributable to non-controlling interest		$	489			$	(59	)		$	430

 

The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2024 (000’s):

 SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST

		ViralClear Pharmaceuticals, Inc. (000’s)				BioSig AI Sciences, Inc. (000’s)				Total (000’s)
Balance, January 1, 2024		$	(158	)		$	184			$	26
Net income (loss) attributable to non-controlling interest			(13	)			4				(9	)
Balance, September 30, 2024		$	(171	)		$	188			$	17

 

25

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

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 September 30, 2024 and December 31, 2023, accounts payable due under the contract was $4.

 

Patent and Know-How License Agreement – EP Software Agreement

 

On November 20, 2019, the Company entered into a patent and know-how license agreement (the “EP Software Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”). The EP Software Agreement grants to the Company an exclusive worldwide license, with the right to sublicense, within the field of electrophysiology software and under certain patent rights as described in the EP Software Agreement (the “Patent Rights”), to make, have made, use, offer for sale, sell and import licensed products and a non-exclusive license to the Company to use the research and development information, materials, technical data, unpatented inventions, trade secrets, know-how and supportive information of Mayo to develop, make, have made, use, offer for sale, sell, and import licensed products. The EP Software Agreement will expire upon the later of either (a) the expiration of the Patent Rights or (b) the 10th anniversary of the date of the first commercial sale of a licensed product, unless earlier terminated by Mayo for the Company’s failure to cure a material breach of the EP Software Agreement, the Company’s or a sublicensee’s commencement of any action or proceedings against Mayo or its affiliates other than for an uncured material breach of the EP Software Agreement by Mayo, or insolvency of the Company.

 

In connection with the EP Software Agreement, the Company agreed to make earned royalty payments to Mayo in connection with the Company’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to $625,000 in aggregate. At September 30, 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 September 30, 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 September 30, 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 September 30, 2024 and December 31, 2023, accounts payable due under the contract was $0.

 

26

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 September 30, 2024 and December 31, 2023, accounts payable due under the contract was $210,000 and $90,000.

 

Neuro-Kinesis Corporation

 

On July 1, 2024, the Company announced the intent to acquire the assets of Neuro-Kinesis Corporation (NKC), a privately held Los Angeles-based medical technology company developing smart EP tools. A non-binding letter of intent (LOI) has been executed confirming BioSig’s preliminary interest in the proposed acquisition of the assets of NKC. The purchase price will be paid through the issuance of shares of BioSig’s common stock to the shareholders of NKC. In addition, at closing, NKC will provide a minimum of $2.5 million, but could provide up to $6 million, of unrestricted cash to BioSig. The proposed acquisition will require extensive due diligence, potentially through the first quarter of 2025. The LOI expired on October 14, 2024, and the Company entered into an amendment to extend the term of the LOI through March 31, 2025. In addition, the amendment states that any party may terminate the LOI in writing prior to the end of the term.

 

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 and nine months ended September 30, 2024, the Company charged operations $0 and $(25,904), respectively, for contributions under the 401(k) Plan. For the three and nine months ended September 30, 2023, the Company charged operations $56,078 and $118,815, respectively, for contributions under the 401(k) Plan.

 

Purchase commitments.

 

As of September 30, 2024, the Company had aggregate purchase commitments of approximately $1,849,386 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 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 under the terms of a restricted stock award agreement. Plaintiff is seeking at least $288,000 in damages. The Company believes Plaintiff’s allegations are baseless, and its intent is to contest the allegations vigorously. As of the date of this report, the Company is unable to provide an evaluation of the outcome of the litigation or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. The Company has moved to dismiss Plaintiff’s claims; a hearing was set in September 2024. The motion has been fully briefed, and the parties argued the motion to the Court. A ruling is expected in mid-December. The Company also has learned that, following expiration of the SEC Rule 144 waiting period for affiliate/control shares, Plaintiff was able to have his restrictions removed. The Company believes that these claims are without merit.

 

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.

 

27

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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), ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc.

 

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

 SCHEDULE OF SEGMENT REPORTING

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2024				2023				2024				2023
		(000’s)				(000’s)				(000’s)				(000’s)
Revenues (from external customers)
BioSig		$	-			$	1			$	27			$	6
ViralClear			-				-				-				-
BioSig AI Sciences			-				-				-				-
Revenues		$	-			$	1			$	27			$	6

 

		Three Months Ended				Three Months Ended				Nine Months Ended				Six Months Ended
		September 30,				September 30,				September 30				September 30
		2024				2023				2024				2023
		(000’s)				(000’s)				(000’s)				(000’s)
Operating Expenses:
BioSig		$	2,950			$	5,526			$	11,658			$	23,527
ViralClear			-				(1,863	)			45				(1,583	)
BioSig AI Sciences			-				389				3				407
Operating Expenses		$	2,950			$	4,052			$	11,706			$	22,351

 

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2024				2023				2024				2023
		(000’s)				(000’s)				(000’s)				(000’s)
Loss from Operations:
BioSig		$	(2,950	)		$	(5,525	)		$	(11,631	)		$	(23,521	)
ViralClear			-				1,863				(45	)			1,583
BioSig AI Sciences			-				(389	)			(3	)			(407	)
Loss from Operations		$	(2,950	)		$	(4,051	)		$	(11,679	)		$	(22,345	)

 

28

 

BIOSIG TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

 

		September 30, 2024 (000’s)				December 31, 2023 (000’s)
Total Assets
BioSig		$	108			$	485
ViralClear			-				-
BioSig AI Sciences			1,310				1,313
Total Assets		$	1,418			$	1,798

 

NOTE 14 – RELATED PARTY TRANSACTIONS

 

On June 5, 2024, the Company and Mr. Ferdinand Groenewald entered into a consulting agreement (the “Agreement”) effective June 5, 2024, pursuant to which Mr. Groenewald will lead accounting and financial reporting activities of the Company. Mr. Groenewald will serve as the Company’s interim chief financial officer, principal accounting officer and vice president of finance. The Agreement will continue indefinitely until terminated by either party upon 30 days’ advance notice. The Agreement provides for compensation at a fixed rate of $15,000 per month and reimbursement by the Company for any usual and customary business expenses incurred by Mr. Groenewald in connection with performing services pursuant to the Agreement. In addition, the Agreement provides for the Company to indemnify Mr. Groenewald on terms customary for officers.

 

Accounts payable and accrued expenses include due to related parties comprised primarily director fees and travel reimbursements. Due to related parties as of September 30, 2024 and December 31, 2023 was $0 and $30,000, respectively.

 

On March 1, 2024, the Company issued 500,000 shares of common stock to Frederick D Hrkac, director 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, the Company issued 500,000 shares of common stock to Anthony Amato, CEO and director in exchange for services with a fair value of $352,550.

 

On June 7, 2024, the Company issued 50,000 shares of common stock to Anthony Amato, CEO and director in exchange for services with a fair value of $93,250.

 

On March 7, 2024, the company issued a promissory note to a significant shareholder for $500,000 (See Note 8.) This note was subsequently converted into shares of common stock (See Note 9).

 

NOTE 15 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through the date on which these condensed financial statements were issued. Other than as described in the notes above, the Company did not have any material subsequent events that impacted its condensed financial statements or disclosures.

 

Subsequent to September 30, 2024, the Company issued 325,000 shares of common stock for vested restricted stock.

 

Subsequent to September 30, 2024, the Company issued 250,000 shares of common for services provided by a consultant.

 

On October 17, 2024, the Company’s board of directors agreed to amend the existing 391,703 warrants that were issued under the Securities Purchase Agreement dated May 1, 2024 with an exercise price of $1.398. Per the amendment the Company agreed to reduce the exercise price of the warrants to $0.30. Since the modification, various investors requested a cashless exercise of their warrants, and the Company issued an aggregate of $42,833 shares of common stock of the Company.

 

 

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).

 

On July 1, 2024, the Company announced the intent to acquire the assets of Neuro-Kinesis Corporation (NKC), a privately held Los Angeles-based medical technology company developing smart EP tools. A non-binding letter of intent (LOI) has been executed confirming BioSig’s preliminary interest in the proposed acquisition of the assets of NKC. The purchase price will be paid through the issuance of shares of BioSig’s common stock to the shareholders of NKC. In addition, at closing, NKC will provide a minimum of $2.5 million, but could provide up to $6 million, of unrestricted cash to BioSig. The proposed acquisition will require extensive due diligence, potentially through year-end, with full disclosures in the Company’s next proxy statement for shareholder vote.

 

Our owned patent portfolio now includes 41 issued/allowed utility patents (29 utility patents where BioSig is at least one of the applicants). Twenty-seven 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 (27 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

 

On March 5, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq (the “Staff”) stating that the Company has not regained compliance with Listing Rule 5550(a)(2) because the Company’s common stock did not meet the minimum bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market, and the Company is not eligible for a second 180 day cure period under Rule 5810(c)(3)(A)(2) because the Company does not comply with the $5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market, and that accordingly, Nasdaq would delist the Company’s common stock unless the Company requested an appeal of this determination. On March 11, 2024, the Company submitted a request for a hearing before the Nasdaq Hearings Panel to appeal the Staff’s delisting determination.

 

On March 12, 2024, the Company received a letter from the Staff stating that based upon the Staff’s review of the Company and pursuant to Listing Rule 5101, the Staff believes that the Company no longer has an operating business and is a “public shell,” and that the continued listing of its securities is no longer warranted, in view of work force reductions and resignations of members of the board of directors and officers (see below).

 

The letter further stated that the Company no longer meets the requirement of Rule 5550(b)(2) to maintain a minimum Market Value of Listed Securities of $35 million, if none of the other standards set forth in Rule 5550(b) is met.

 

The Staff stated that the foregoing matters serve as an additional basis for delisting the Company’s common stock from The Nasdaq Stock Market, and that the Hearings Panel will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market.

 

On June 10, 2024, the Company received formal notice that the Nasdaq Hearings Panel had determined to delist the Company’s common stock from Nasdaq due to the Company’s continued non-compliance with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(2) for continued listing on Nasdaq. As a result, trading in the Company’s common stock will be suspended on Nasdaq effective with the open of business on Wednesday, June 12, 2024. The Company’s common stock should be eligible to trade on the OTC Markets’ Pink Current Information tier under symbol “BSGM” effective with the open of trading on Wednesday, June 12, 2024. The Company sought the Panel’s reconsideration of its decision in accordance with the Nasdaq Listing Rules

 

On June 24, 2024, the Company was notified by Nasdaq that the Nasdaq Hearings Panel had declined to reconsider its decision dated June 10, 2024 to delist the Company’s common stock from Nasdaq (the “Delisting Decision”). Trading in the Company’s securities was suspended on Nasdaq effective with the open of business on June 12, 2024, at which point the Company’s common stock was eligible to trade on the OTC Market’s Pink Current Information tier.

 

On July 10, 2024, the Company filed a submission in support of an appeal to the Delisting Decision to the Nasdaq Listing and Hearing Review Council and is currently awaiting a decision.

 

On July 23, 2024, the Company commenced trading of its common stock on the OTCQB, operated by OTC Markets Group, Inc On October 18, 2024, the Company received a decision from the Nasdaq Listing and Hearing Review Council granting the Company a grace period until March 7, 2025 to regain compliance with the Nasdaq Listing Rule 5550(b)(2), the MVLS Rule, which requires a market value of listed securities of at least $35 million.

 

On October 21, 2024, the Company was notified that its common stock will commence trading on The Nasdaq Stock Market on Wednesday, October 23, 2024 effective at the opening of trading.

 

On October 24, 2024, the Company received a letter from the Nasdaq Listing Qualifications (“Nasdaq”) notifying the Company that based upon the closing bid price of the Company’s common stock from the period of June 11, 2024 through the reinstatement date, October 23, 2024, the Company did not meet the minimum bid price of $1.00 per share required by the Listing Rules (“Rules”) and as a result, the Company no longer meets this requirement. However, the Rules also provides the Company a compliance period of 180 calendar days in which to regain compliance.

 

On November 13, 2024, the Company issued a press release announcing its Nasdaq bid price compliance.

 

If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

 

Private Placement:

 

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).

 

On May 29, 2024, the Company entered into a securities purchase agreement (the “SPA”) with certain institutional investors, pursuant to which the Company agreed to sell and issue to the investors (i) in a registered direct offering, 1,570,683 shares (the “Shares”) of Common Stock, par value $0.001 per share of the Company (the “Common Stock”) at a price of $1.91 per share and (ii) in a concurrent private placement, common stock purchase warrants (the “Private Placement Warrants”) to purchase up to an aggregate of 1,570,683 shares of Common Stock, at an exercise price of $1.78 per share of Common Stock.

 

 

Lack of funding, workforce reductions, resignations and appointments 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, continues to serve as a director and acted as chief financial officer until June 5, 2024.

 

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.

 

On June 5, 2024, Frederick D. Hrkac resigned as acting chief financial officer and principal accounting officer of the Company, effective as of the same date. Also on June 5, 2024, the Company and Ferdinand Groenewald entered into the Agreement effective June 5, 2024, pursuant to which Mr. Groenewald will lead accounting and financial reporting activities of the Company. Mr. Groenewald currently serves as the Company’s interim chief financial officer, principal accounting officer and vice president of finance. The Agreement will continue indefinitely until terminated by either party upon 30 days’ advance notice. The Agreement provides for compensation at a fixed rate of $15,000 per month and reimbursement by the Company for any usual and customary business expenses incurred by Mr. Groenewald in connection with performing services pursuant to the Agreement. In addition, the Agreement provides for the Company to indemnify Mr. Groenewald on terms customary for officers.

 

Currently, the Company has 5 employees and 6 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 September 30, 2024 Compared to Three Months September 30, 2023 (000’s)

 

Revenues and Cost of Goods Sold. Revenue for the three months ended September 30, 2024 was $0, comprised of recognized service revenue, as compared to $1, comprised of recognized service revenue for the three months ended September 30, 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.

 

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.

 

Research and Development Expenses. Research and development expenses for the three months ended September 30, 2024 were $156, a decrease of $989, or 86.38%, from $1,145 for the three months ended September 30, 2023. The decrease is primarily due to decreases in payroll, consulting, Data/AI development and research and clinical studies and design work to $139 for the three months ended September 30, 2024 as compared to $1,066 for the three months ended September 30, 2023.

 

Research and development expenses were comprised of the following:

 

Three months ended:

 

		September 30, 2024				September 30, 2023
Salaries and equity compensation		$	105			$	815
Consulting expenses			-				135
Research and clinical studies and design work			34				62
Data/AI development			-				54
Regulatory			1				21
Travel, supplies, other			16				58
Total		$	156			$	1,145

 

Stock based compensation for research and development personnel was $7 and $147 for the three months ended September 30, 2024 and 2023, respectively.

 

General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2024 were $2,763, a decrease of $52 or 1.85%, from $2,815 incurred in the three months ended September 30, 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, including stock-based compensation expenses, increase to $1,744 in the current period from $1,302 for the three months ended September 30, 2023, an increase of $442, or 33.95%. The increase was primarily due to increase stock-based compensation in the current period compared to the prior period. We incurred $1,510 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 September 30, 2024 as compared to $(506) in stock-based compensation for the same period in 2023.

 

Professional services for the three months ended September 30, 2024 totaled $227, a decrease of $14, or 5.81%, over the $241 recognized for the three months ended September 30, 2023. Of professional services, the decrease is mainly attributed to a decrease in legal expenses and accounting fees in the current period as compared to the prior period.

 

Consulting, public and investor relations fees for the three months ended September 30, 2024 were $527 as compared to $734 incurred for the three months ended September 30, 2023, a decrease of $207, or 28.20%. The decrease primarily related to a reduction in investor relations, marketing and consulting during the three months ended September 30, 2024 as compared to the same period, last year.

 

Travel, meals and entertainment costs for the three months ended September 30, 2024 were $99, a decrease of $66, or 40%, from $165 incurred in the three months ended September 30, 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 September 30, 2024 and 2023 was $38 and $96.

 

Impairment of Long Term Assets. During the three months ended September 30, 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 did not exceed the estimated undiscounted future cash flows. Accordingly, the Company recorded no impairment charge.

 

 

Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended September 30, 2024 totaled $31, a decrease of $61, or 66.30%, over the expense of $92 incurred in the three months ended September 30, 2023, as a result aging of equipment.

 

Other Income (Expense). Other income (expense) for the three months ended September 30, 2024 totaled $1,036, an increase in other income of $1,035, over the income of $1 incurred in the three months ended September 30, 2023, as a direct result of our gain on settlement and forgiveness of accounts payable negotiated by management during the current period.

 

Preferred Stock Dividend. Preferred stock dividend for the three months ended September 30, 2024 and 2023 totaled $26 and $2, respectively. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015.

 

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 September 30, 2024 was $1,940 compared to a net loss of $4,569 for the three months ended September 30, 2023.

 

Nine months ended September 30, 2024 Compared to nine months ended September, 2023 (000’s)

 

Revenues and Cost of Goods Sold. Revenue for the nine months ended September 30, 2024 was $27, comprised of recognized service revenue, as compared to $6, comprised of recognized service revenue for the nine months ended September 30, 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.

 

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.

 

Research and Development Expenses. Research and development expenses for the nine months ended September 30, 2024 were $736, a decrease of $3,180, or 81.21%, from $3,916 for the nine months ended September 30, 2023. The decrease is primarily due to decreases in payroll, consulting, Data/AI development and research and clinical studies and design work to $674 for the nine months ended September 30, 2024 as compared to $6,695 for the nine months ended September 30, 2023 primarily in the BioSig Technologies segment, a decrease of $3,021 or 81.76%.

 

Research and development expenses were comprised of the following:

 

Nine months ended:

 

		September 30, 2024				September 30, 2023
Salaries and equity compensation		$	469			$	3,063
Consulting expenses			120				203
Research and clinical studies and design work			85				338
Data/AI development			-				91
Regulatory			3				64
Travel, supplies, other			59				157
Total		$	736			$	3,916

 

Stock based compensation for research and development personnel was $83 and $998 for the nine months ended September 30, 2024 and 2023, respectively.

 

General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2024 were $10,559, a decrease of $7,608 or 41.88%, from $18,167 incurred in the nine months ended September 30, 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, including stock-based compensation expenses, decreased to $7,481 in the current period from $11,366 for the nine months ended September 30, 2023, a decrease of $3,885, or 34.18%. The decrease was primarily due to reduced staff in commercialization, sales and general and administration in the BioSig Technologies segment. We incurred $6,508 in stock-based compensation in connection with the vesting of stock and stock options issued to board members, officers, employees and consultants for the nine months ended September 30, 2024 as compared to $5,534 in stock-based compensation for the same period in 2023.

 

Professional services for the nine months ended September 30, 2024 totaled $884, a decrease of $26 or 2.88%, over the $910 recognized for the nine months ended September 30, 2023. Of professional services, legal fees totaled $556 for the nine months ended September 30, 2024; a decrease of $24, or 4.14%, from $580 incurred for the nine months ended September 30, 2023. The decrease in legal fees are primarily due to costs reduced costs incurred in 2024 for contract work and patent filings for the BioSig Technologies segment as compared to the nine months ended September 30, 2023. Accounting fees incurred in the nine months ended September 30, 2024 amounted to $139, a decrease of $17, or 10.90%, from $156 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 nine months ended September 30, 2024 were $986 as compared to $2,733 incurred for the nine months ended September 30, 2023, a decrease of $1,747, or 63.92%. The decrease primarily related to a reduction in investor relations, marketing and consulting during the nine months ended September 30, 2024 as compared to the same period, last year.

 

Travel, meals and entertainment costs for the nine months ended September 30, 2024 were $308, a decrease of $285, or 48.06%, from $593 incurred in the nine months ended September 30, 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 nine months ended September 30, 2024 and 2023 was $203 and $281.

 

Impairment of Long Term Assets. During the nine months ended September 30, 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.

 

Depreciation and Amortization Expense. Depreciation and amortization expense for the nine months ended September 30, 2024 totaled $158, a decrease of $110, or 41.04%, over the expense of $268 incurred in the nine months ended September 30, 2023, as a result aging of equipment.

 

Other Income (Expense). Other income (expense) for the nine months ended September 30, 2024 totaled $2,439, an increase in other income of $2,656, over the expense of $(217) incurred in the nine months ended September 30, 2023, as a direct result of our gain on settlement and forgiveness of accounts payable negotiated by management during the current period.

 

Preferred Stock Dividend. Preferred stock dividend for the nine months ended September 30, 2024 totaled $164, an increase of $157 over the expense of $7 incurred in the nine months ended September 30, 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 $0.41 during the nine months ended September 30, 2024, therefore we recorded a non-cash deemed preferred stock dividend of $157 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 nine months ended September 30, 2024 was $9,395 compared to a net loss of $22,999 for the nine months ended September 30, 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 and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 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 September 30, 2024, we had a working capital deficit of $853, comprised of cash of $615, accounts receivable of $81, current portion of net investments in leases of $39 and prepaid expenses and other current assets of $113, which was offset by $1,448 of accounts payable and accrued expenses, accrued dividends on preferred stock issuances of $108 and of current portion of lease liability of $145. For the nine months ended September 30, 2024, we used $4,284 of cash in operating activities and nil of cash in investing activities.

 

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023 (000’s)

 

Cash provided by financing activities totaled $4,709, comprised of proceeds from the sale of our common stock and warrants, net of expenses, of $4,209 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 $14,585 comprised of proceeds from the sale of our common stock and warrants. At September 30, 2024, we had cash of $615 compared to $389 at September 30, 2023. Our cash is held in bank deposit accounts. At September 30, 2024 and 2023, we had no convertible debentures outstanding.

 

Cash used in operations for the nine months ended September 30, 2024 and 2023 was $4,284 and $14,371, 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 $114 and a net increase in our operating liabilities of $5,242.

 

We used nil cash for investing activities for the nine months ended September 30, 2024, compared to $182 for the nine months ended September 30, 2023. For the comparable period, we purchased computers and other equipment.

 

We had an accumulated deficit as of September 30, 2024 of $254.24 million, as well as a net loss attributable to BioSig of $9.2 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 September 30, 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).

 

On May 29, 2024, the Company entered into a securities purchase agreement (the “SPA”) with certain institutional investors, pursuant to which the Company agreed to sell and issue to the investors (i) in a registered direct offering, 1,570,683 shares (the “Shares”) of Common Stock, par value $0.001 per share of the Company (the “Common Stock”) at a price of $1.91 per share and (ii) in a concurrent private placement, common stock purchase warrants (the “Private Placement Warrants”) to purchase up to an aggregate of 1,570,683 shares of Common Stock, at an exercise price of $1.78 per share of Common Stock.

 

 

On May 30, 2024, the Company closed the registered direct offering and the concurrent private placement (collectively, the “Offering”), raising gross proceeds of approximately $3.0 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

 

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 non-employees 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 September 30, 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 2025, 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 2025.

 

 

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.

 

On March 22, 2024, plaintiff, Michael Gray Fleming (the “Plaintiff”), filed a lawsuit in Hennepin County, Minnesota District Court naming the Company, its former Chief Executive Officer and former Chief Financial Officer as defendants. The Plaintiff contends that the Company failed to meet its obligations in issuing the Plaintiff stock certificates under the terms of a restricted stock award agreement. Plaintiff is seeking at least $288,000 in damages. The Company believes Plaintiff’s allegations are baseless, and its intent is to contest the allegations vigorously. As of the date of this report, the Company is unable to provide an evaluation of the outcome of the litigation or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. The Company has moved to dismiss Plaintiff’s claims; a hearing is set in September 2024. The Company also has learned that, following expiration of the SEC Rule 144 waiting period for affiliate/control shares, Plaintiff was able to have his restrictions removed. In light of the pending motion and legend removal, the Company hopes that Plaintiff will simply withdraw his complaint.

 

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. 

 

 

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 common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

 

Rule 15g-9 under the Exchange Act, establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

 

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description
10.1		Executive Employment Agreement, dated September 11, 2024, by and between BioSig Technologies, Inc. and Anthony Amato (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 13, 2024)
10.2		Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on From 8-K filed with the SEC on September 13, 2024)
10.3		Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 13, 2024)
31.1*		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
31.2*		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
32.1**		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.

 

** Furnished 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: November 14, 2024	By:	/s/ Anthony Amato
		Anthony Amato
		Chief Executive Officer (Principal Executive Officer)
Date: November 14, 2024	By:	/s/ Ferdinand Groenewald
		Ferdinand Groenewald
		Acting Chief Financial Officer (Principal Accounting Officer)

 

 

 

EXHIBIT 31.1

 

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

 

5.

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: November 14, 2024

 

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

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Ferdinand Groenewald, 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

 

5.

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: November 14, 2024

 

/s/ Ferdinand Groenewald
Ferdinand Groenewald
Acting Chief Financial Officer (Principal Accounting Officer)

 

 

EXHIBIT 32.1

 

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 September 30, 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: November 14, 2024	Name:	Anthony Amato
	Title:	Chief Executive Officer (Principal Executive Officer)

 

I, Ferdinand Groenewald, 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 September 30, 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/ Ferdinand Groenewald
Date: November 14, 2024	Name:	Ferdinand Groenewald
	Title:	Acting Chief Financial Officer (Principal Accounting Officer)

 

 

v3.24.3

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
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	12424 Wilshire Blvd Suite 745
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
City Area Code	(203)
Local Phone Number	409-5444
Entity 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		17,234,929
Entity Listing, Par Value Per Share	$ 0.001

v3.24.3

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 615	$ 190
Accounts receivable	81	24
Employee advance		5
Net investment in leases, short term	39	103
Prepaid expenses and vendor deposits	113	206
Total current assets	848	528
Property and equipment, net	111	509
Right-to-use assets, net	137	412
Other assets:
Net investment in leases, long term	4	17
Patents, net	274	288
Other assets	44	44
Total assets	1,418	1,798
Current liabilities:
Accounts payable and accrued expenses, including $0 and $30 to related parties as of September 30, 2024 and December 31, 2023, respectively	1,448	4,116
Customer deposits		16
Dividends payable	108	101
Lease liability, short term	145	349
Total current liabilities	1,701	4,582
Long term liabilities:
Lease liability, long term		103
Total long-term liabilities		103
Total liabilities	1,701	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 September 30, 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 September 30, 2024 and December 31, 2023 (see above)
Common stock, $0.001 par value, authorized 200,000,000 shares, 16,617,096 and 9,040,043 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	17	9
Additional paid-in-capital	253,824	241,988
Accumulated deficit	(254,246)	(245,015)
Total stockholders’ deficit attributable to BioSig Technologies, Inc.	(405)	(3,018)
Non-controlling interest	17	26
Total deficit	(388)	(2,992)
Total liabilities and equity	$ 1,418	$ 1,798

v3.24.3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 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	16,617,096	9,040,043
Common stock, shares outstanding	16,617,096	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	$ 105
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	$ 0	$ 30

v3.24.3

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Total revenue		$ 1	$ 27	$ 6
Operating expenses:
Research and development	156	1,145	736	3,916
General and administrative	2,763	2,815	10,559	18,167
Impairment of long term assets			253
Depreciation and amortization	31	92	158	268
Total operating expenses	2,950	4,052	11,706	22,351
Loss from operations	(2,950)	(4,051)	(11,679)	(22,345)
Other income (expense)
Interest income, net		1	(8)	8
Gain on settlement and forgiveness of accounts payable	1,021		2,409
Other income (expense), net:	15		38	(225)
Loss before income taxes	(1,914)	(4,050)	(9,240)	(22,562)
Income taxes (benefit)
Net loss	(1,914)	(4,050)	(9,240)	(22,562)
Non-controlling interest		(517)	9	(430)
Net loss attributable to BioSig Technologies, Inc.	(1,914)	(4,567)	(9,231)	(22,992)
Preferred stock dividend	(2)	(2)	(7)	(7)
Preferred stock deemed dividend	(24)		(157)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,940)	$ (4,569)	$ (9,395)	$ (22,999)
Net loss per common share, basic	$ (0.12)	$ (0.61)	$ (0.72)	$ (3.33)
Net loss per common share, diluted	$ (0.12)	$ (0.61)	$ (0.72)	$ (3.33)
Weighted average number of common shares outstanding, basic	16,200,928	7,537,237	13,002,868	6,907,790
Weighted average number of common shares outstanding, diluted	16,200,928	7,537,237	13,002,868	6,907,790
Service [Member]
Revenue:
Total revenue		$ 1	$ 27	$ 6

v3.24.3

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			1,097
Common stock issued for services, shares	116,750
Sale of common stock and warrants, net transactional costs	$ 1		6,747			6,748
Sale of common stock and warrants, net transactional costs, shares	850,030
Stock based compensation		[1]	1,047		5	1,052
Stock based compensation, shares	249,125
Preferred stock dividend			(2)			(2)
Net loss				(7,332)	(50)	(7,382)
Common stock issued in settlement of accounts payable		[1]	105			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, 2022	$ 5		216,282	(215,974)	(21)	292
Balance, shares at Dec. 31, 2022	5,505,068
Preferred stock dividend						(7)
Net loss						(22,562)
Balance at Sep. 30, 2023	$ 7		237,799	(238,966)	105	(1,055)
Balance, shares at Sep. 30, 2023	7,968,388
Balance at Mar. 31, 2023	$ 6		225,276	(223,306)	(66)	1,910
Balance, shares at Mar. 31, 2023	6,729,773
Common stock issued for services		[1]	4,811			4,811
Common stock issued for services, shares	385,434
Sale of common stock and warrants, net transactional costs	$ 1		3,245			3,245
Sale of common stock and warrants, net transactional costs, shares	259,090
Stock based compensation		[1]	(73)		4	(69)
Stock based compensation, shares	11,083
Preferred stock dividend			(3)			(3)
Net loss				(11,093)	(37)	(11,130)
Sale of subsidiary stock			1,379		188	1,567
Common stock issued for exercise of warrants cashless		[1]
Common stock issued for exercise of warrants cashless, shares	4,360
Balance at Jun. 30, 2023	$ 7		234,635	(234,399)	89	331
Balance, shares at Jun. 30, 2023	7,389,740
Common stock issued for services		[1]	937			937
Common stock issued for services, shares	150,300
Sale of common stock and warrants, net transactional costs		[1]	2,624			2,624
Sale of common stock and warrants, net transactional costs, shares	391,737
Stock based compensation		[1]	(687)		(609)	(1,296)
Stock based compensation, shares	6,750
Preferred stock dividend			(2)			(2)
Net loss				(4,567)	517	(4,050)
Sale of subsidiary stock			296		108	404
Sale of common stock under at-the-market offerings, net of transactional expenses of $164		[1]	(3)			(3)
Sale of common stock under at-the-market offerings, net of transactional expenses, shares	29,861
Balance at Sep. 30, 2023	$ 7		237,799	(238,966)	105	(1,055)
Balance, shares at Sep. 30, 2023	7,968,388
Balance at Dec. 31, 2023	$ 9		241,988	(245,015)	26	(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, net transactional costs		[2]	1,040			1,040
Sale of common stock and warrants, net transactional costs, shares	260,720
Stock based compensation		[2]	(190)			(190)
Stock based compensation, shares	1,500
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 at Mar. 31, 2024	$ 11		244,085	(248,417)	13	(4,308)
Balance, shares at Mar. 31, 2024	11,165,007
Balance at Dec. 31, 2023	$ 9		241,988	(245,015)	26	(2,992)
Balance, shares at Dec. 31, 2023	9,040,043
Preferred stock dividend						(7)
Net loss						(9,240)
Balance at Sep. 30, 2024	$ 17		253,824	(254,246)	17	(388)
Balance, shares at Sep. 30, 2024	16,617,096
Balance at Mar. 31, 2024	$ 11		244,085	(248,417)	13	(4,308)
Balance, shares at Mar. 31, 2024	11,165,007
Common stock issued for services		[2]	420			420
Common stock issued for services, shares	278,000
Sale of common stock and warrants, net transactional costs	$ 1		635			636
Sale of common stock and warrants, net transactional costs, shares	434,782
Stock based compensation	$ 1		4,011			4,012
Stock based compensation, shares	1,238,750
Preferred stock dividend			(3)			(3)
Net loss				(3,915)	4	(3,911)
Common stock issued in exchange for principal and accrued interest on a note payable		[2]	509			509
Common stock issued in exchange for principal and accrued interest on a note payable, shares	348,624
Sale of common stock and warrants, net transactional costs	$ 2		2,532			2,534
Sale of common stock and warrants, net transactional costs, shares	1,570,683
Stock issued as forgiveness of accounts payable		[2]	122			122
Stock issued as forgiveness of accounts payable, shares	75,000
Balance at Jun. 30, 2024	$ 15		252,311	(252,332)	17	11
Balance, shares at Jun. 30, 2024	15,110,846
Stock based compensation	$ 2		1,515			1,517
Stock based compensation, shares	1,506,250
Accretion of deemed preferred stock dividend			24			24
Deemed preferred stock dividend			(24)			(24)
Preferred stock dividend			(2)			(2)
Net loss				(1,914)		(1,914)
Balance at Sep. 30, 2024	$ 17		$ 253,824	$ (254,246)	$ 17	$ (388)
Balance, shares at Sep. 30, 2024	16,617,096
[1] - less than $1 [2] - less than $1

v3.24.3

Condensed Consolidated Statement of Changes in Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Payments of transaction expenses	$ 237	$ 201	$ 482
At the Market Offering [Member]
Payments of transaction expenses	$ 164

v3.24.3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,240)	$ (22,562)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	158	268
Non-cash lease expense	275	216
Non-cash inventory write-down		1,307
Impairment of long-term assets	253
Gain on settlement and forgiveness of accounts payable	2,409
Equity based compensation	7,010	6,532
Changes in operating assets and liabilities:
Accounts receivable	(57)	(5)
Lease receivables	77	75
Employee advances	5	(16)
Inventory		(49)
Prepaid expenses and other	93	(625)
Deferred expense		(4)
Deferred revenue		(5)
Customer deposits	(7)	4
Accounts payable and accrued expenses	(4,953)	724
Operating lease liabilities	(307)	(231)
Net cash used in operating activities	(4,284)	(14,371)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(182)
Net cash used in investing activity		(182)
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	4,209	12,617
Proceeds from sale of common stock under at-the-market offerings, net of issuance costs		(3)
Proceeds from the sale of subsidiary stock to non-controlling interest, net of issuance costs		1,971
Net cash provided by financing activities	4,709	14,585
Net increase in cash and cash equivalents	425	32
Cash, beginning of the period	190	357
Cash, end of the period	615	389
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 accounts payable	122	105
Common stock issued in settlement of accrued severance	46
Dividend payable on preferred stock charged to additional paid in capital	7	7
Series C convertible preferred stock deemed dividend	157
Common stock issued for conversion of note payable and accrued interest	$ 509

v3.24.3

NATURE OF OPERATIONS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 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. 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 had 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 September 30, 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 September 30, 2024 and December 31, 2023, the Company had a majority interest in BioSig AI of 84.5% (see Notes 9 and 11).   The Company continues to evaluate opportunities for the two subsidiaries.   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 LLC (“Nasdaq”), 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 SEPTEMBER 30, 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 Nasdaq, 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.   On June 10, 2024, the Company received formal notice that the Nasdaq Hearings Panel had determined to delist the Company’s common stock from Nasdaq due to the Company’s continued non-compliance with the minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b)(2) for continued listing on Nasdaq. As a result, trading in the Company’s common stock will be suspended on Nasdaq effective with the open of business on Wednesday, June 12, 2024. The Company’s common stock should be eligible to trade on the OTC Markets’ Pink Current Information tier under symbol “BSGM” effective with the open of trading on Wednesday, June 12, 2024. The Company seeked the Panel’s reconsideration of its decision in accordance with the Nasdaq Listing Rules.   On June 24, 2024, the Company was notified by Nasdaq that the Nasdaq Hearings Panel had declined to reconsider its decision dated June 10, 2024 to delist the Company’s common stock from Nasdaq (the “Delisting Decision”). Trading in the Company’s securities was suspended on Nasdaq effective with the open of business on June 12, 2024, at which point the Company’s common stock was eligible to trade on the OTC Market’s Pink Current Information tier.   On July 10, 2024, the Company filed a submission in support of an appeal to the Delisting Decision to the Nasdaq Listing and Hearing Review Council.   On July 23, 2024, the Company commenced trading of its common stock on the OTCQB, operated by OTC Markets Group, Inc.   On October 18, 2024, the Company received a decision from the Nasdaq Listing and Hearing Review Council granting the Company a grace period until March 7, 2025 to regain compliance with the Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”), which requires a market value of listed securities of at least $35 million.   On October 21, 2024, the Company was notified that its common stock will commence trading on The Nasdaq Capital Market on Wednesday, October 23, 2024, effective at the opening of trading.   On October 24, 2024, the Company received a letter from the Nasdaq Listing Qualifications (“Nasdaq”) notifying the Company that based upon the closing bid price of the Company’s common stock from the period of June 11, 2024 through the reinstatement date, October 23, 2024, the Company did not meet the minimum bid price of $1.00 per share required by the Nasdaq Listing Rules (“Rules”) and as a result, the Company no longer meets this requirement. However, the Rules also provides the Company a compliance period of 180 calendar days in which to regain compliance.   On November 13, 2024, the Company issued a press release announcing its Nasdaq bid price compliance.   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 and nine months ended September 30, 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.

v3.24.3

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	9 Months Ended
	Sep. 30, 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   As of September 30, 2024, the Company had cash of $0.6 million and working capital deficit of $0.9 million. During the nine months ended September 30, 2024, the Company used net cash in operating activities of $4.3 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 SEPTEMBER 30, 2024 (unaudited)   Accordingly, the accompanying unaudited condensed 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.

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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   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 SEPTEMBER 30, 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 rateably 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 nine months ended September 30, 2024 and 2023, are presented below:  SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Nine months ended September 30,2024:       Balance at December 31, 2023 (000’s)     Consideration Received (000’s)     Recognized in Revenue (000’s)     Balance at September 30, 2024 (000’s)   Service revenue   $ -     $ 27     $ (27 )   $ -       BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Nine months ended September 30, 2023:       Balance at December 31, 2022 (000’s)     Consideration Received (000’s)     Recognized in Revenue (000’s)     Balance at September 30, 2023 (000’s)   Service revenue   $ 5     $ 1     $ (6 )   $ -     The Company had one customer which accounts for 96% and 100% of our revenue in the nine months ended September 30, 2024 and 2023, respectively.   At September 30, 2024, the Company had three customers representing 40.7%, 37.2% and 16% 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 and nine months ended September 30, 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 September 30, 2024 and December 31, 2023. The Company believes that its reserve is adequate, however results may differ in future periods. For the three and nine months ended September 30, 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 September 30, 2024 and December 31, 2023, deposits in excess of FDIC limits were $0.37 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 SEPTEMBER 30, 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.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 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 and nine months ended September 30, 2024, the Company re-assessed its 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 $0 and $253 impairment charge to current operations during the three and nine months ended September 30, 2024. The Company did not recognize and record any impairments of long-lived assets used in operations during the three and nine months ended September 30, 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 September 30, 2024 and 2023, respectively. The Company incurred research and development expenses of $0.7 million and $3.9 million for the nine months ended September 30, 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 September 30, 2024 and 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.   Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:  SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE     September 30, 2024     September 30, 2023   Series C convertible preferred stock     618,060       63,439   Options to purchase common stock     2,515,200       530,465   Warrants to purchase common stock     4,951,068       1,234,964   Restricted stock units to acquire common stock     1,965,000       81,250   Totals     10,049,328       1,910,118     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 SEPTEMBER 30, 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 September 30, 2024 and 2023, the Company recorded amortization of $4,752 and $4,751 to current period operations, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded amortization of $14,254 and $14,354 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 September 30, 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 SEPTEMBER 30, 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.   In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). ASU 2023-07 modifies reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses categorized as significant or regularly provided to the Chief Operating Decision Maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related 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.

v3.24.3

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4 – PROPERTY AND EQUIPMENT   Property and equipment as of September 30, 2024 and December 31, 2023 is summarized as follows:  SCHEDULE OF PROPERTY AND EQUIPMENT     September 30, 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     (925 )     (943 ) Property and equipment, net   $ 111     $ 509     Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. Leasehold improvements are depreciated over the related expected lease term. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings.   During the three and nine months ended September 30, 2024, the Company re-assessed its 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 $0 and $253,411 impairment charge to current operations during the three and nine months ended September 30, 2024.   Depreciation expenses were $26,590 and $87,338 for the three months ended September 30, 2024 and 2023, respectively. Depreciation expenses were $143,804 and $253,486 for the nine months ended September 30, 2024 and 2023, respectively.

v3.24.3

RIGHT TO USE ASSETS AND LEASE LIABILITY	9 Months Ended
	Sep. 30, 2024
Right To Use Assets And Lease Liability
RIGHT TO USE ASSETS AND LEASE LIABILITY	NOTE 5 – RIGHT TO USE ASSETS AND LEASE LIABILITY   On July 15, 2024 the Company terminated its sublease for the office space at 55 Greens Farms Road Westport, Connecticut which was set to end at December 15, 2024.   As of 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.   As of September 30, 2024, the Company had one lease outstanding with payments of $15,129 per month, expiring in July 31, 2025.   Right to use assets is summarized below:  SCHEDULE OF RIGHT TO USE ASSETS     September 30, 2024 (000’s)     December 31, 2023 (000’s)   Right to use asset   $ 502     $ 995   Less accumulated amortization     (365 )     (583 ) Right to use assets, net   $ 137     $ 412     During the three months ended September 30, 2024 and 2023, the Company recorded $36,565 and $95,964 as lease expense to current period operations, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded $203,315 and $280,541 as lease expense to current period operations, respectively.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Lease liability is summarized below:  SCHEDULE OF LEASE LIABILITY     September 30, 2024 (000’s)     December 31, 2023 (000’s)   Total lease liability   $ 145     $ 452   Less: short term portion     (145 )     (349 ) Long term portion   $ -     $ 103     Maturity analysis under these lease agreements are as follows (000’s):  SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS           Year ended December 31, 2024     45   Year ended December 31, 2025     106   Total     151   Less: Present value discount     (6 ) Lease liability   $ 145     Lease expense for the three months ended September 30, 2024 and 2023 was comprised of the following:  SCHEDULE OF LEASE EXPENSE     September 30, 2024 (000’s)     September 30, 2023 (000’s)   Operating lease expense   $ 36     $ 84   Short-term lease expense     -       8   Variable lease expense     1       4   Total   $ 37     $ 96     Lease expense for the nine months ended September 30, 2024 and 2023 was comprised of the following:       September 30, 2024 (000’s)     September 30, 2023 (000’s)   Operating lease expense   $ 158     $ 252   Short-term lease expense     41       22   Variable lease expense     4       7   Total   $ 203     $ 281

v3.24.3

LEASE RECEIVABLES	9 Months Ended
	Sep. 30, 2024
Lease Receivables
LEASE RECEIVABLES	NOTE 6 – LEASE RECEIVABLES   In 2022, the Company entered into two leases for our PURE EP Platform at a rate of $4,333 per month each. The term of the leases is for 30 months with an option provided to extend for an additional one year. The leases also have an option to purchase at the end of the lease at the fair market value.   The Company determined the leases meet the criteria of a sales-type lease whereby the present value of the future expected revenue (less the present value of the estimated unguaranteed residual value), cost of sales and profit and loss are recognized at the lease inception. The discount rate utilized was the contract explicit rate of 2% per annum. The present value of the unguaranteed residual assets of $4 is included in net investment in leases in the balance sheet.   A reconciliation of lease receivables with customers for the nine months ended September 30, 2024 and 2023 are presented below:  SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS Nine months ended September 30, 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 September 30, 2024 (000’s)   Contract asset   $ 120     $ -     $ (81 )   $ -     $ 4     $ 43   Less current portion     (103 )     -       66       -       (2 )     (39 ) Noncurrent portion   $ 17     $ -     $ (15 )     -     $ 2     $ 4       BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Nine months ended September 30, 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 September 30, 2023 (000’s)   Contract asset   $ 221     $ -     $ (81 )   $ 2     $ 3     $ 145   Less current portion     (101 )     -       (1 )     -       -       (102 ) Noncurrent portion   $ 120     $ -     $ (82 )     2     $ 3     $ 43     Future cash flows under this lease agreement are as follows (000’s):  SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT           Year ended December 31, 2024     27   Year ended December 31, 2025     13   Present value of unguaranteed residual assets     4   Total     44   Less: Present value discount     (1 ) Net investment in leases   $ 43

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES   Accounts payable and accrued expenses at September 30, 2024 and December 31, 2023 consist of the following:  SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE     September 30, 2024 (000’s)     December 31, 2023 (000’s)   Accrued accounting and legal   $ 256     $ 1,277   Accrued reimbursements and travel     7       9   Accrued consulting     152       804   Accrued research and development expenses     474       802   Accrued marketing     36       333   Accrued office and other     423       290   Accrued payroll     100       601   Accounts payable and accrued expenses    $ 1,448     $ 4,116     During the three and nine months ended September 30, 2024, the company recorded a gain on settlement and forgiveness of accounts payable of approximately $1,021,000 and $2,409,000, respectively.

v3.24.3

NOTE PAYABLE-RELATED PARTY	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
NOTE PAYABLE-RELATED PARTY	NOTE 8 – NOTE PAYABLE-RELATED PARTY   On March 7, 2024, the Company issued a promissory note for $500,000 to a significant shareholder/investor due March 7, 2026. The promissory note was unsecured and bears interest of twelve percent (12%) per annum, payable at maturity. The Company had the option to prepay all or any portion of the promissory note at any time without penalty. See Note 9 – Stockholder Equity for details related to the full conversion of the promissory note for common stock on May 1, 2024.

v3.24.3

STOCKHOLDER EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDER EQUITY	NOTE 9 – STOCKHOLDER EQUITY   Preferred stock   The Company is authorized to issue 1,000,000 shares of $0.001 par value preferred stock. As of September 30, 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 September 30, 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 September 30, 2024 and December 31, 2023, the Company had 105 shares of Series C Preferred stock issued and outstanding. During the nine months ended September 30, 2024, the conversion price of the Series C Preferred stock was reset from $2.50 per share to $0.5302 per share and again to $0.4100 per share. As such, the Company recorded a noncash deemed dividend of $156,734 during the nine months ended September 30, 2024.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Common stock   On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split.   The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. As of September 30, 2024 and December 31, 2023, the Company had 16,617,096 and 9,040,043 shares issued and outstanding, respectively.   During the nine months ended September 30, 2024, the Company issued an aggregate of 75,000 shares of common stock for the forgiveness of accounts payable at a fair value of $122,250.   During the nine months ended September 30, 2024, the Company issued an aggregate of 2,140,744 shares of common stock for services at a fair value of $1,670,375.   During the nine months ended September 30, 2024, the Company issued an aggregate of 2,322,747 shares of common stock for vested restricted stock units.   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.   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.   On May 29, 2024, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue to the investors (i) in a registered direct offering, 1,570,683 shares (the “Shares”) of Common Stock, par value $0.001 per share of the Company at a price of $1.91 per share and (ii) in a concurrent private placement, common stock purchase warrants to purchase up to an aggregate of 1,570,683 shares of Common Stock, at an exercise price of $1.78 per share of Common Stock. In connections with the Offering, the Company issued 109,948 warrants to its placement agent. The gross proceeds from the offering were approximately $3,000,000.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)

v3.24.3

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS	9 Months Ended
	Sep. 30, 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   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 September 30, 2024, there were 15,718 shares available under the 2023 Long-Term Incentive Plan.   Options   Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from historical stock prices of the Company. The Company accounts for the expected life of options using the based on the contractual life of options for non-employees.   For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.   During the nine months ended September 30, 2024, an employee was issued stock option to purchase 2,400,000 shares of the Company’s common stock with an exercise price $0.4479 per share, with 50% of the Options vesting on the date of grant and the remaining 50% of the options vesting over a term of 3 years in equal bi-annual instalments with vesting commencing on the date of grant. The grant date fair value of the option was $965,592.   The following table presents information related to stock options at September 30, 2024:  SCHEDULE OF EXERCISE PRICE 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       2,467,000       9.9       1,266,496     10.00-19.99       39,700       8.4       37,858     20.00-29.99       -       -       -     30.00-39.99       -       -       -     40.00-49.99       4,000       4.9       4,000     50.00-59.99       -       -       -     60.00-69.99       3,000       5.3       3,000     70.00-79.99       1,500       5.9       1,500             2,515,200       9.89       1,312,854     A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 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     $ -   Issued     2,400,000       0.45                   Forfeited/expired     (488,029)     $ 28.97                   Outstanding at September 30, 2024     2,515,200     $ 0.96       9.89     $ -   Exercisable at September 30, 2024     1,312,854     $ 1.41       9.84     $ -     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 $0.34 as of September 30, 2024, which would have been received by the option holders had those option holders exercised their options as of that date.   The option value during the nine months ended September 30, 2024, was valued using the Black-Scholes option pricing model the Company used the following assumptions (i) an expected term of 5.50 years , (ii) volatility of 135.51%, (iii) risk free interest rate of 3.50% and a (iv) dividend yield rate of 0%.   The fair value of all options vesting during the three and nine months ended September 30, 2024 of $498,445 and $655,863, respectively, was charged to current period operations. The fair value of all options vesting during the three and nine months ended September 30, 2023 of $502,662 and $1,142,185, respectively, was charged to current period operations. Unrecognized compensation expense of $477,849 at September 30, 2024 which the Company expects to recognize over a weighted average period of 1.64 years.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Warrants   The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at September 30, 2024:  SCHEDULE OF OUTSTANDING WARRANTS Exercise     Number     Expiration Price     Outstanding     Date $ 1.398       391,703     November 2029   1.780       1,570,683     May 2029   2.3875       109,948     May 2029   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           4,951,068           During the nine months ended September 30, 2024, the Company issued warrants to purchase an aggregate of 2,202,697 shares of its common stock to investors at an exercise price of $2.28 per share.   A summary of the warrant activity for nine months ended September 30, 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     2,202,697     $ 2.28       5.0       -   Outstanding at September 30, 2024     4,951,068     $ 4.92       3.8     $ -                                     Vested and expected to vest at September 30, 2024     4,559,365     $ 5.23       3.7     $ -   Exercisable at September 30, 2024     4,559,365     $ 5.23       3.7     $ -     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 $0.34 of September 30, 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 and nine months ended September 30, 2024 and 2023 of $0 and $0 and was charged to current period operations. Unrecognized compensation expense was $0 at September 30, 2024.   Restricted Stock Units   The following table summarizes the restricted stock activity for the nine months ended September 30, 2024:  SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares issued as of January 1, 2024     163,250   Granted     4,605,000   Vested and issued     (2,746,500 ) Forfeited     (56,750 ) Total     1,965,000   Comprised of:         Vested restricted shares as of September 30, 2024     -   Unvested restricted shares as of September 30, 2024     1,965,000       BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   On March 1, 2024, the Company granted 500,000 restricted stock units for shares of its common stock to a key consultant, vesting in substantially equal monthly installments over one year, for services rendered, valued at $352,550.   On 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, for services rendered, valued at $140,000.   On May 1, 2024, the Company issued 150,000 restricted stock units for shares of its common stock to an employee for services rendered valued at $298,500 that’s fully vested on the date of issuance.   On May 1, 2024, the Company granted 50,000 restricted stock units for shares of its common stock to an employee vesting in substantially equal monthly installments over one year.   On May 30, 2024, the Company granted an aggregate of 1,500,000 restricted stock units for shares of its common stock to consultants of which 650,000 shares were fully vested at the time of grant and 650,000 shares vest on July 3, 2024 and the remaining 200,000 vest on October 4, 2024.   June 1, 2024, the Company issued 12,500 restricted stock units for shares of its common stock to a consultant for services rendered valued at $25,125.   On June 7, 2024, the Company granted an aggregate of 262,500 restricted stock units for shares of its common stock to employees and board members, the shares were fully vested at the time of grant valued at $489,563.   On July 26, 2024, the Company granted an aggregate of 280,000 restricted stock units for shares of its common stock to employees and board members, the shares were fully vested at the time of grant valued at $114,800.   On July 26, 2024, the Company paid $25,000 in cash and issued and aggregate of 112,500 shares of its common stock as a full settlement of the General Release and Severance Agreement dated January 29, 2023 by and between Steve Chaussy and BioSig Technologies, Inc. (the “Severance Agreement”). The Company granted 12,500 shares of the afore mentioned common stock in 2023 but was only issued as part of the settlement. Pursuant to the original Severance Agreement, the Company was to pay a cash bonus of $200,000 to Steve Chaussy.   On September 11, 2024, the company granted 275,000 shares of restricted common stock, with a grant date fair value of $123,173, and granted an additional 1,275,000 shares of common stock that vest biannually over the term of 3 years with a grant date fair value of $571,073.   Stock based compensation expense related to restricted stock grants was $1,017,858 and $4,588,379 for the three and nine months ended September 30, 2024, respectively. Stock based compensation expense related to restricted stock grants was $172,717 and $379,243 for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, the stock-based compensation relating to restricted stock of $924,945 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   As of September 30, 2024, there were no options outstanding for ViralClear. The remaining 25,000 options with an exercise price of $5 were forfeited as of September 30, 2024.   The fair value of all options vesting during the three and nine months ended September 30, 2024 of $0; and $0 and $0 and $0 for the three and nine months ended September 30, 2023, respectively, was charged to current period operations. Unrecognized compensation expense of $0 at September 30, 2024 will be expensed in future periods.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Warrants (ViralClear)   The following table presents information related to warrants (ViralClear) at September 30, 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 nine months ended September 30, 2024:  SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares outstanding at January 1, 2024:     1,078,679   Forfeited     (400,000 ) Total restricted shares outstanding at September 30, 2024:     678,679             Comprised of:         Vested restricted shares as of September 30, 2024     678,679   Unvested restricted shares as of September 30, 2024     -   Total     678,679     Stock based compensation expense related to restricted stock unit grants of ViralClear was $0 and $0 for the three and nine months ended September 30, 2024 and $(1,970,931) and $(1,941,861) for the three and nine months ended September 30, 2023, respectively. As of September 30, 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 September 30, 2024:  SCHEDULE OF OUTSTANDING WARRANTS Exercise     Number     Expiration   Price     Outstanding     Date   $ 1.00       130,500       June-July 2028

v3.24.3

NON-CONTROLLING INTEREST	9 Months Ended
	Sep. 30, 2024
Noncontrolling Interest [Abstract]
NON-CONTROLLING INTEREST	NOTE 11 – NON-CONTROLLING INTEREST   On November 7, 2018, the Company formed a subsidiary, now known as ViralClear, to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology.   As of September 30, 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 September 30, 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 SEPTEMBER 30, 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 September 30, 2024 (000’s):  SCHEDULE OF NON-CONTROLLING INTEREST     ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net Income (loss)   $        (0 )   $ (0 )   $ (0 ) Average Non-Controlling interest percentage of losses     32 %     16 %     15 % Net income (loss) attributable to non-controlling interest   $ (0 )   $ (0 )   $ (0 )   Net loss attributable to the non-controlling interest for the three months ended September 30, 2023 (000’s):       ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net loss   $ 1,863     $ (389 )   $ 1,474   Average Non-Controlling interest percentage of profit/losses     31 %     15 %     35 % Net loss attributable to non-controlling interest   $ 576     $ (59 )   $ 517     Net loss attributable to the non-controlling interest for the nine months ended September 30, 2024 (000’s):       ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net Income (loss)   $     (41 )   $ 24     $ (17 ) Average Non-Controlling interest percentage of losses     32 %     16 %     52 % Net income (loss) attributable to non-controlling interest   $ (13 )   $ 4     $ (9 )   Net loss attributable to the non-controlling interest for the nine months ended September 30, 2023 (000’s):       ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net loss   $ 1,583     $ (407 )   $ 1,176   Average Non-Controlling interest percentage of profit/losses     31 %     15 %     37 % Net loss attributable to non-controlling interest   $ 489     $ (59 )   $ 430     The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2024 (000’s):  SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST     ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Balance, January 1, 2024   $ (158 )   $ 184     $ 26   Net income (loss) attributable to non-controlling interest     (13 )     4       (9 ) Balance, September 30, 2024   $ (171 )   $ 188     $ 17       BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)

v3.24.3

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 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   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 September 30, 2024 and December 31, 2023, accounts payable due under the contract was $4.   Patent and Know-How License Agreement – EP Software Agreement   On November 20, 2019, the Company entered into a patent and know-how license agreement (the “EP Software Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”). The EP Software Agreement grants to the Company an exclusive worldwide license, with the right to sublicense, within the field of electrophysiology software and under certain patent rights as described in the EP Software Agreement (the “Patent Rights”), to make, have made, use, offer for sale, sell and import licensed products and a non-exclusive license to the Company to use the research and development information, materials, technical data, unpatented inventions, trade secrets, know-how and supportive information of Mayo to develop, make, have made, use, offer for sale, sell, and import licensed products. The EP Software Agreement will expire upon the later of either (a) the expiration of the Patent Rights or (b) the 10th anniversary of the date of the first commercial sale of a licensed product, unless earlier terminated by Mayo for the Company’s failure to cure a material breach of the EP Software Agreement, the Company’s or a sublicensee’s commencement of any action or proceedings against Mayo or its affiliates other than for an uncured material breach of the EP Software Agreement by Mayo, or insolvency of the Company.   In connection with the EP Software Agreement, the Company agreed to make earned royalty payments to Mayo in connection with the Company’s sales of the licensed products to third parties and sublicense income received by the Company and to make milestone payments of up to $625,000 in aggregate. At September 30, 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 September 30, 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 September 30, 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 September 30, 2024 and December 31, 2023, accounts payable due under the contract was $0.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 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 September 30, 2024 and December 31, 2023, accounts payable due under the contract was $210,000 and $90,000.   Neuro-Kinesis Corporation   On July 1, 2024, the Company announced the intent to acquire the assets of Neuro-Kinesis Corporation (NKC), a privately held Los Angeles-based medical technology company developing smart EP tools. A non-binding letter of intent (LOI) has been executed confirming BioSig’s preliminary interest in the proposed acquisition of the assets of NKC. The purchase price will be paid through the issuance of shares of BioSig’s common stock to the shareholders of NKC. In addition, at closing, NKC will provide a minimum of $2.5 million, but could provide up to $6 million, of unrestricted cash to BioSig. The proposed acquisition will require extensive due diligence, potentially through the first quarter of 2025. The LOI expired on October 14, 2024, and the Company entered into an amendment to extend the term of the LOI through March 31, 2025. In addition, the amendment states that any party may terminate the LOI in writing prior to the end of the term.   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 and nine months ended September 30, 2024, the Company charged operations $0 and $(25,904), respectively, for contributions under the 401(k) Plan. For the three and nine months ended September 30, 2023, the Company charged operations $56,078 and $118,815, respectively, for contributions under the 401(k) Plan.   Purchase commitments.   As of September 30, 2024, the Company had aggregate purchase commitments of approximately $1,849,386 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 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 under the terms of a restricted stock award agreement. Plaintiff is seeking at least $288,000 in damages. The Company believes Plaintiff’s allegations are baseless, and its intent is to contest the allegations vigorously. As of the date of this report, the Company is unable to provide an evaluation of the outcome of the litigation or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. The Company has moved to dismiss Plaintiff’s claims; a hearing was set in September 2024. The motion has been fully briefed, and the parties argued the motion to the Court. A ruling is expected in mid-December. The Company also has learned that, following expiration of the SEC Rule 144 waiting period for affiliate/control shares, Plaintiff was able to have his restrictions removed. The Company believes that these claims are without merit.   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 SEPTEMBER 30, 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.

v3.24.3

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENT REPORTING	NOTE 13 – SEGMENT REPORTING   In accordance with ASC 280-10, the Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. The Company has three reportable segments: BioSig Technologies, Inc. (parent), ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc.   Information concerning the operations of the Company’s reportable segments is as follows:  SCHEDULE OF SEGMENT REPORTING     Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended       September 30,     September 30,     September 30,     September 30,       2024     2023     2024     2023       (000’s)     (000’s)     (000’s)     (000’s)   Revenues (from external customers)                         BioSig   $         -     $         1     $ 27     $ 6   ViralClear     -       -       -       -   BioSig AI Sciences     -       -       -       -   Revenues    $ -     $ 1     $ 27     $ 6         Three Months Ended     Three Months Ended     Nine Months Ended     Six Months Ended       September 30,     September 30,     September 30     September 30       2024     2023     2024     2023       (000’s)     (000’s)     (000’s)     (000’s)   Operating Expenses:                         BioSig   $ 2,950     $ 5,526     $ 11,658     $ 23,527   ViralClear     -       (1,863 )     45       (1,583 ) BioSig AI Sciences     -       389       3       407   Operating Expenses   $ 2,950     $ 4,052     $ 11,706     $ 22,351         Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended       September 30,     September 30,     September 30,     September 30,       2024     2023     2024     2023       (000’s)     (000’s)     (000’s)     (000’s)   Loss from Operations:                         BioSig   $ (2,950 )   $ (5,525 )   $ (11,631 )   $ (23,521 ) ViralClear     -       1,863       (45 )     1,583   BioSig AI Sciences     -       (389 )     (3 )     (407 ) Loss from Operations   $ (2,950 )   $ (4,051 )   $ (11,679 )   $ (22,345 )     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)       September 30, 2024 (000’s)     December 31, 2023 (000’s)   Total Assets                 BioSig   $ 108     $ 485   ViralClear     -       -   BioSig AI Sciences     1,310       1,313   Total Assets   $ 1,418     $ 1,798

v3.24.3

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 14 – RELATED PARTY TRANSACTIONS   On June 5, 2024, the Company and Mr. Ferdinand Groenewald entered into a consulting agreement (the “Agreement”) effective June 5, 2024, pursuant to which Mr. Groenewald will lead accounting and financial reporting activities of the Company. Mr. Groenewald will serve as the Company’s interim chief financial officer, principal accounting officer and vice president of finance. The Agreement will continue indefinitely until terminated by either party upon 30 days’ advance notice. The Agreement provides for compensation at a fixed rate of $15,000 per month and reimbursement by the Company for any usual and customary business expenses incurred by Mr. Groenewald in connection with performing services pursuant to the Agreement. In addition, the Agreement provides for the Company to indemnify Mr. Groenewald on terms customary for officers.   Accounts payable and accrued expenses include due to related parties comprised primarily director fees and travel reimbursements. Due to related parties as of September 30, 2024 and December 31, 2023 was $0 and $30,000, respectively.   On March 1, 2024, the Company issued 500,000 shares of common stock to Frederick D Hrkac, director 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, the Company issued 500,000 shares of common stock to Anthony Amato, CEO and director in exchange for services with a fair value of $352,550.   On June 7, 2024, the Company issued 50,000 shares of common stock to Anthony Amato, CEO and director in exchange for services with a fair value of $93,250.   On March 7, 2024, the company issued a promissory note to a significant shareholder for $500,000 (See Note 8.) This note was subsequently converted into shares of common stock (See Note 9).

v3.24.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 – SUBSEQUENT EVENTS   The Company has evaluated subsequent events from the balance sheet date through the date on which these condensed financial statements were issued. Other than as described in the notes above, the Company did not have any material subsequent events that impacted its condensed financial statements or disclosures.   Subsequent to September 30, 2024, the Company issued 325,000 shares of common stock for vested restricted stock.   Subsequent to September 30, 2024, the Company issued 250,000 shares of common for services provided by a consultant.   On October 17, 2024, the Company’s board of directors agreed to amend the existing 391,703 warrants that were issued under the Securities Purchase Agreement dated May 1, 2024 with an exercise price of $1.398. Per the amendment the Company agreed to reduce the exercise price of the warrants to $0.30. Since the modification, various investors requested a cashless exercise of their warrants, and the Company issued an aggregate of $42,833 shares of common stock of the Company.

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Reverse Stock Split	Reverse Stock Split   On January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February 2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a 1-for-10 reverse stock split of its issued and outstanding shares of common stock. The Company accounted for the reverse stock split on a retrospective basis pursuant to ASC 260, Earnings Per Share. All authorized, issued and outstanding common stock, common stock warrants, stock option awards, exercise prices and per share data have been adjusted in these consolidated financial statements, on a retroactive basis, to reflect the reverse stock split for all periods presented. Authorized common and preferred stock was not adjusted because of the reverse stock split.
Use of Estimates	Use of Estimates   The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Revenue Recognition	Revenue Recognition   The Company derives its revenue primarily from the sale of its medical device, the PURE EP™ System, and well as related support and maintenance services and software upgrade rentals in connection with the system.   The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 842, Leases (“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 SEPTEMBER 30, 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 rateably 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 nine months ended September 30, 2024 and 2023, are presented below:  SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Nine months ended September 30,2024:       Balance at December 31, 2023 (000’s)     Consideration Received (000’s)     Recognized in Revenue (000’s)     Balance at September 30, 2024 (000’s)   Service revenue   $ -     $ 27     $ (27 )   $ -       BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Nine months ended September 30, 2023:       Balance at December 31, 2022 (000’s)     Consideration Received (000’s)     Recognized in Revenue (000’s)     Balance at September 30, 2023 (000’s)   Service revenue   $ 5     $ 1     $ (6 )   $ -     The Company had one customer which accounts for 96% and 100% of our revenue in the nine months ended September 30, 2024 and 2023, respectively.   At September 30, 2024, the Company had three customers representing 40.7%, 37.2% and 16% 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 and nine months ended September 30, 2024 and 2023.
Deferred Costs (Contract acquisition costs)	Deferred Costs (Contract acquisition costs)   The Company capitalizes initial and renewal sales commissions in the period the commission is earned, which generally occurs when a customer contract is obtained, and amortize deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. As a practical expedient, the Company expenses sales commissions as incurred when the amortization period of related deferred commission costs would have been one year or less.
Allowance for Doubtful Accounts	Allowance for Doubtful Accounts   The Company adjusts accounts receivable down to net realizable value with its allowance methodology. In determining the allowance for doubtful accounts for estimated losses, aged receivables are analyzed periodically by management. Each identified receivable is reviewed based upon historical collection experience, financial condition of the customer and the status of any open or unresolved issues with the customer preventing the payment thereof. Corrective action, if necessary, is taken by the Company to resolve open issues related to unpaid receivables. The allowance for doubtful accounts was $0 at September 30, 2024 and December 31, 2023. The Company believes that its reserve is adequate, however results may differ in future periods. For the three and nine months ended September 30, 2024 and 2023, bad debt expense totaled $0.
Concentrations of Credit Risk	Concentrations of Credit Risk   Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. At September 30, 2024 and December 31, 2023, deposits in excess of FDIC limits were $0.37 million and nil, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments   Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 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   Prepaid expenses and vendor deposits are comprised of prepaid insurance, operating expenses and other prepayments.
Leases (lessee)	Leases (lessee)   The Company determines if a contractual arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and noncurrent operating lease liabilities on the Company’s consolidated balance sheet. The Company evaluates and classifies leases as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All the Company’s real estate leases are classified as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term.   The lease payments included in the present value are fixed lease payments. As most of the Company’s leases do not provide an implicit rate, the Company estimates its collateralized incremental borrowing rate, based on information available at the commencement date, in determining the present value of lease payments. The Company applies the portfolio approach in applying discount rates to its classes of leases. The operating lease ROU assets include any payments made before the commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not currently have subleases. The Company does not currently have residual value guarantees or restrictive covenants in its leases.
Leases (lessor)	Leases (lessor)   The Company classifies contractual lease arrangements entered as a lessor as a sales-type, direct financing or operating lease as described in ASC 842-Leases. For sales-type leases, the Company derecognizes the leased asset and recognizes the lease investment on the balance sheet.
Property and Equipment	Property and Equipment   Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)
Impairment of Long-lived Assets	Impairment of Long-lived Assets   The Company recognizes an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method.   During the three and nine months ended September 30, 2024, the Company re-assessed its 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 $0 and $253 impairment charge to current operations during the three and nine months ended September 30, 2024. The Company did not recognize and record any impairments of long-lived assets used in operations during the three and nine months ended September 30, 2023.
Research and Development Costs	Research and Development Costs   The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $0.2 million and $1.1 million for the three months ended September 30, 2024 and 2023, respectively. The Company incurred research and development expenses of $0.7 million and $3.9 million for the nine months ended September 30, 2024 and 2023, respectively.
Net Income (loss) Per Common Share	Net Income (loss) Per Common Share   The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable.   The computation of basic and diluted loss per share as of September 30, 2024 and 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.   Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:  SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE     September 30, 2024     September 30, 2023   Series C convertible preferred stock     618,060       63,439   Options to purchase common stock     2,515,200       530,465   Warrants to purchase common stock     4,951,068       1,234,964   Restricted stock units to acquire common stock     1,965,000       81,250   Totals     10,049,328       1,910,118
Stock Based Compensation	Stock Based Compensation   The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award as measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)
Income Taxes	Income Taxes   The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.
Patents, Net	Patents, Net   The Company capitalizes certain initial asset costs in connection with patent applications including registration, documentation and other professional fees associated with the application. Patent costs incurred prior to the Company’s U.S. Food and Drug Administration (“FDA”) 510(k) application on March 28, 2018 were charged to research and development expense as incurred. Commencing upon first in-man trials on February 18 and 19, 2019, capitalized costs are amortized to expense using the straight-line method over the lesser of the legal patent term or the estimated life of the product of 20 years. During the three months ended September 30, 2024 and 2023, the Company recorded amortization of $4,752 and $4,751 to current period operations, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded amortization of $14,254 and $14,354 to current period operations, respectively.
Warranty	Warranty   The Company generally warrants its products to be free from material defects and to conform to material specifications for a period of up to two (2) years. Warranty expense is estimated based primarily on historical experience and is reflected in the consolidated financial statements.
Segment Information	Segment Information   Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein represents all of the material financial information related to the Company’s principal operating segments. (See Note 13 – Segment Reporting).
Non-controlling Interest	Non-controlling Interest   The Company’s non-controlling interest represents the non-controlling shareholders ownership interests related to the Company’s subsidiaries, ViralClear and BioSig AI. The Company reports its non-controlling interest in subsidiaries as a separate component of equity in the unaudited condensed consolidated balance sheets and reports both net loss attributable to the non-controlling interest and net loss attributable to the Company’s common shareholders on the face of the unaudited condensed consolidated statements of operations. The Company’s equity interest in ViralClear and BioSig AI is 69.08% and 84.48%; and the non-controlling stockholders’ interest is 30.92% and 15.52%, respectively as of September 30, 2024 and December 31, 2023. This is reflected in the consolidated statements of changes in equity.
Warrants	Warrants   The Company accounts for stock warrants as either equity instruments, derivative liabilities, or liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the warrant agreement.     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)
Recent Accounting Pronouncements	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.   In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). ASU 2023-07 modifies reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses categorized as significant or regularly provided to the Chief Operating Decision Maker (CODM). In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related 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.

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS	A reconciliation of contract liabilities with customers for the nine months ended September 30, 2024 and 2023, are presented below:  SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Nine months ended September 30,2024:       Balance at December 31, 2023 (000’s)     Consideration Received (000’s)     Recognized in Revenue (000’s)     Balance at September 30, 2024 (000’s)   Service revenue   $ -     $ 27     $ (27 )   $ -       BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Nine months ended September 30, 2023:       Balance at December 31, 2022 (000’s)     Consideration Received (000’s)     Recognized in Revenue (000’s)     Balance at September 30, 2023 (000’s)   Service revenue   $ 5     $ 1     $ (6 )   $ -
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:  SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE     September 30, 2024     September 30, 2023   Series C convertible preferred stock     618,060       63,439   Options to purchase common stock     2,515,200       530,465   Warrants to purchase common stock     4,951,068       1,234,964   Restricted stock units to acquire common stock     1,965,000       81,250   Totals     10,049,328       1,910,118

v3.24.3

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment as of September 30, 2024 and December 31, 2023 is summarized as follows:  SCHEDULE OF PROPERTY AND EQUIPMENT     September 30, 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     (925 )     (943 ) Property and equipment, net   $ 111     $ 509

v3.24.3

RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 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     September 30, 2024 (000’s)     December 31, 2023 (000’s)   Right to use asset   $ 502     $ 995   Less accumulated amortization     (365 )     (583 ) Right to use assets, net   $ 137     $ 412
SCHEDULE OF LEASE LIABILITY	Lease liability is summarized below:  SCHEDULE OF LEASE LIABILITY     September 30, 2024 (000’s)     December 31, 2023 (000’s)   Total lease liability   $ 145     $ 452   Less: short term portion     (145 )     (349 ) Long term portion   $ -     $ 103
SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS	Maturity analysis under these lease agreements are as follows (000’s):  SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS           Year ended December 31, 2024     45   Year ended December 31, 2025     106   Total     151   Less: Present value discount     (6 ) Lease liability   $ 145
SCHEDULE OF LEASE EXPENSE	Lease expense for the three months ended September 30, 2024 and 2023 was comprised of the following:  SCHEDULE OF LEASE EXPENSE     September 30, 2024 (000’s)     September 30, 2023 (000’s)   Operating lease expense   $ 36     $ 84   Short-term lease expense     -       8   Variable lease expense     1       4   Total   $ 37     $ 96     Lease expense for the nine months ended September 30, 2024 and 2023 was comprised of the following:       September 30, 2024 (000’s)     September 30, 2023 (000’s)   Operating lease expense   $ 158     $ 252   Short-term lease expense     41       22   Variable lease expense     4       7   Total   $ 203     $ 281

v3.24.3

LEASE RECEIVABLES (Tables)	9 Months Ended
	Sep. 30, 2024
Lease Receivables
SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS	A reconciliation of lease receivables with customers for the nine months ended September 30, 2024 and 2023 are presented below:  SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS Nine months ended September 30, 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 September 30, 2024 (000’s)   Contract asset   $ 120     $ -     $ (81 )   $ -     $ 4     $ 43   Less current portion     (103 )     -       66       -       (2 )     (39 ) Noncurrent portion   $ 17     $ -     $ (15 )     -     $ 2     $ 4       BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)   Nine months ended September 30, 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 September 30, 2023 (000’s)   Contract asset   $ 221     $ -     $ (81 )   $ 2     $ 3     $ 145   Less current portion     (101 )     -       (1 )     -       -       (102 ) Noncurrent portion   $ 120     $ -     $ (82 )     2     $ 3     $ 43
SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT	Future cash flows under this lease agreement are as follows (000’s):  SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT           Year ended December 31, 2024     27   Year ended December 31, 2025     13   Present value of unguaranteed residual assets     4   Total     44   Less: Present value discount     (1 ) Net investment in leases   $ 43

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE	Accounts payable and accrued expenses at September 30, 2024 and December 31, 2023 consist of the following:  SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE     September 30, 2024 (000’s)     December 31, 2023 (000’s)   Accrued accounting and legal   $ 256     $ 1,277   Accrued reimbursements and travel     7       9   Accrued consulting     152       804   Accrued research and development expenses     474       802   Accrued marketing     36       333   Accrued office and other     423       290   Accrued payroll     100       601   Accounts payable and accrued expenses    $ 1,448     $ 4,116

v3.24.3

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2024
SCHEDULE OF EXERCISE PRICE OF STOCK OPTIONS	The following table presents information related to stock options at September 30, 2024:  SCHEDULE OF EXERCISE PRICE 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       2,467,000       9.9       1,266,496     10.00-19.99       39,700       8.4       37,858     20.00-29.99       -       -       -     30.00-39.99       -       -       -     40.00-49.99       4,000       4.9       4,000     50.00-59.99       -       -       -     60.00-69.99       3,000       5.3       3,000     70.00-79.99       1,500       5.9       1,500             2,515,200       9.89       1,312,854
SCHEDULE OF STOCK OPTION ACTIVITY	A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 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     $ -   Issued     2,400,000       0.45                   Forfeited/expired     (488,029)     $ 28.97                   Outstanding at September 30, 2024     2,515,200     $ 0.96       9.89     $ -   Exercisable at September 30, 2024     1,312,854     $ 1.41       9.84     $ -
SCHEDULE OF OUTSTANDING WARRANTS	The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at September 30, 2024:  SCHEDULE OF OUTSTANDING WARRANTS Exercise     Number     Expiration Price     Outstanding     Date $ 1.398       391,703     November 2029   1.780       1,570,683     May 2029   2.3875       109,948     May 2029   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           4,951,068
SCHEDULE OF WARRANT ACTIVITY	A summary of the warrant activity for nine months ended September 30, 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     2,202,697     $ 2.28       5.0       -   Outstanding at September 30, 2024     4,951,068     $ 4.92       3.8     $ -                                     Vested and expected to vest at September 30, 2024     4,559,365     $ 5.23       3.7     $ -   Exercisable at September 30, 2024     4,559,365     $ 5.23       3.7     $ -
SCHEDULE OF RESTRICTED STOCK ACTIVITY	The following table summarizes the restricted stock activity for the nine months ended September 30, 2024:  SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares issued as of January 1, 2024     163,250   Granted     4,605,000   Vested and issued     (2,746,500 ) Forfeited     (56,750 ) Total     1,965,000   Comprised of:         Vested restricted shares as of September 30, 2024     -   Unvested restricted shares as of September 30, 2024     1,965,000
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 September 30, 2024:  SCHEDULE OF OUTSTANDING WARRANTS Exercise     Number     Expiration   Price     Outstanding     Date   $ 1.00       130,500       June-July 2028
ViralClear Pharmaceuticals, Inc. [Member]
SCHEDULE OF OUTSTANDING WARRANTS	The following table presents information related to warrants (ViralClear) at September 30, 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 nine months ended September 30, 2024:  SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares outstanding at January 1, 2024:     1,078,679   Forfeited     (400,000 ) Total restricted shares outstanding at September 30, 2024:     678,679             Comprised of:         Vested restricted shares as of September 30, 2024     678,679   Unvested restricted shares as of September 30, 2024     -   Total     678,679

v3.24.3

NON-CONTROLLING INTEREST (Tables)	9 Months Ended
	Sep. 30, 2024
Noncontrolling Interest [Abstract]
SCHEDULE OF NON-CONTROLLING INTEREST	Net loss attributable to the non-controlling interest for the three months ended September 30, 2024 (000’s):  SCHEDULE OF NON-CONTROLLING INTEREST     ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net Income (loss)   $        (0 )   $ (0 )   $ (0 ) Average Non-Controlling interest percentage of losses     32 %     16 %     15 % Net income (loss) attributable to non-controlling interest   $ (0 )   $ (0 )   $ (0 )   Net loss attributable to the non-controlling interest for the three months ended September 30, 2023 (000’s):       ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net loss   $ 1,863     $ (389 )   $ 1,474   Average Non-Controlling interest percentage of profit/losses     31 %     15 %     35 % Net loss attributable to non-controlling interest   $ 576     $ (59 )   $ 517     Net loss attributable to the non-controlling interest for the nine months ended September 30, 2024 (000’s):       ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net Income (loss)   $     (41 )   $ 24     $ (17 ) Average Non-Controlling interest percentage of losses     32 %     16 %     52 % Net income (loss) attributable to non-controlling interest   $ (13 )   $ 4     $ (9 )   Net loss attributable to the non-controlling interest for the nine months ended September 30, 2023 (000’s):       ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Net loss   $ 1,583     $ (407 )   $ 1,176   Average Non-Controlling interest percentage of profit/losses     31 %     15 %     37 % Net loss attributable to non-controlling interest   $ 489     $ (59 )   $ 430
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST	The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2024 (000’s):  SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST     ViralClear Pharmaceuticals, Inc. (000’s)     BioSig AI Sciences, Inc. (000’s)     Total (000’s)   Balance, January 1, 2024   $ (158 )   $ 184     $ 26   Net income (loss) attributable to non-controlling interest     (13 )     4       (9 ) Balance, September 30, 2024   $ (171 )   $ 188     $ 17

v3.24.3

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 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     Three Months Ended     Nine Months Ended     Nine Months Ended       September 30,     September 30,     September 30,     September 30,       2024     2023     2024     2023       (000’s)     (000’s)     (000’s)     (000’s)   Revenues (from external customers)                         BioSig   $         -     $         1     $ 27     $ 6   ViralClear     -       -       -       -   BioSig AI Sciences     -       -       -       -   Revenues    $ -     $ 1     $ 27     $ 6         Three Months Ended     Three Months Ended     Nine Months Ended     Six Months Ended       September 30,     September 30,     September 30     September 30       2024     2023     2024     2023       (000’s)     (000’s)     (000’s)     (000’s)   Operating Expenses:                         BioSig   $ 2,950     $ 5,526     $ 11,658     $ 23,527   ViralClear     -       (1,863 )     45       (1,583 ) BioSig AI Sciences     -       389       3       407   Operating Expenses   $ 2,950     $ 4,052     $ 11,706     $ 22,351         Three Months Ended     Three Months Ended     Nine Months Ended     Nine Months Ended       September 30,     September 30,     September 30,     September 30,       2024     2023     2024     2023       (000’s)     (000’s)     (000’s)     (000’s)   Loss from Operations:                         BioSig   $ (2,950 )   $ (5,525 )   $ (11,631 )   $ (23,521 ) ViralClear     -       1,863       (45 )     1,583   BioSig AI Sciences     -       (389 )     (3 )     (407 ) Loss from Operations   $ (2,950 )   $ (4,051 )   $ (11,679 )   $ (22,345 )     BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (unaudited)       September 30, 2024 (000’s)     December 31, 2023 (000’s)   Total Assets                 BioSig   $ 108     $ 485   ViralClear     -       -   BioSig AI Sciences     1,310       1,313   Total Assets   $ 1,418     $ 1,798

v3.24.3

NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)				3 Months Ended	9 Months Ended		12 Months Ended
	Mar. 05, 2024	Feb. 20, 2024	Jan. 28, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2020	Dec. 31, 2019	Oct. 23, 2024	Oct. 18, 2024	Jun. 30, 2024	Mar. 12, 2024	Dec. 31, 2023
Fair value of common stock				$ (3,000)
Proceeds from sale of common stock					$ 4,209,000	$ 12,617,000
Market value of listed securities												$ 35,000,000
Subsequent Event [Member]
Market value of listed securities										$ 35,000,000
Minimum [Member]
Share price	$ 1.00
Proceeds from sale of common stock	$ 5,000,000
Minimum [Member] | Subsequent Event [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
BioSig AI Sciences, Inc. [Member]
Equity method investment, ownership percentage					84.50%						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
Ownership percentage					69.08%								69.08%

v3.24.3

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 615		$ 190
Working capital deficit	900
Net cash in operating activities	$ 4,284	$ 14,371

v3.24.3

SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS (Details) - Service [Member] - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Product Information [Line Items]
Contract with customer, liability		$ 5
Consideration received	27	1
Recognized in revenue	(27)	(6)
Contract with customer, liability

v3.24.3

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Totals	10,049,328	1,910,118
Share-Based Payment Arrangement, Option [Member]
Totals	2,515,200	530,465
Warrant [Member]
Totals	4,951,068	1,234,964
Restricted Stock [Member]
Totals	1,965,000	81,250
Series C Preferred Stock [Member]
Totals	618,060	63,439

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 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%
Allowance for doubtful accounts		$ 0		$ 0		$ 0
Bad debt expenses		0	$ 0	0	$ 0
Cash, uninsured amount		370,000		370,000
Impairment of long-lived assets				253,000
Research and development		156,000	1,145,000	736,000	3,916,000
Amortization		$ 4,752	4,751	$ 14,254	14,354
Warranty term		2 years		2 years
ViralClear Pharmaceuticals, Inc. [Member]
Product Information [Line Items]
Subsidiary, ownership percentage, noncontrolling owner		30.92%		30.92%		30.92%
BioSig AI Sciences, Inc. [Member]
Product Information [Line Items]
Subsidiary, ownership percentage, noncontrolling owner		15.52%		15.52%		15.52%
ViralClear Pharmaceuticals, Inc. [Member]
Product Information [Line Items]
Non-controlling interest rate		69.08%		69.08%		69.08%
BioSig AI Sciences, Inc. [Member]
Product Information [Line Items]
Non-controlling interest rate		84.48%		84.48%		84.48%
Patents [Member]
Product Information [Line Items]
Finite-lived intangible asset, useful life		20 years		20 years
Research and Development Expense [Member]
Product Information [Line Items]
Research and development		$ 200,000	$ 1,100,000	$ 700,000	$ 3,900,000
Minimum [Member]
Product Information [Line Items]
Property, plant and equipment, useful life		3 years		3 years
Maximum [Member]
Product Information [Line Items]
Property, plant and equipment, useful life		5 years		5 years
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage				96.00%	100.00%
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage				40.70%		62.30%
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage				37.20%		19.60%
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk, percentage				16.00%		18.00%

v3.24.3

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total	$ 1,036	$ 1,452
Less accumulated depreciation	(925)	(943)
Property and equipment, net	111	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/Demo Equipment [Member]
Property, Plant and Equipment [Line Items]
Total	312	356
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	$ 84	$ 84

v3.24.3

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Impairment of long lived assets			$ 253,411
Depreciation expenses	$ 26,590	$ 87,338	$ 143,804	$ 253,486
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years		3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years		5 years

v3.24.3

SCHEDULE OF RIGHT TO USE ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Right To Use Assets And Lease Liability
Right to use asset	$ 502	$ 995
Less accumulated amortization	(365)	(583)
Right to use assets, net	$ 137	$ 412

v3.24.3

SCHEDULE OF LEASE LIABILITY (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Right To Use Assets And Lease Liability
Total lease liability	$ 145	$ 452
Less: short term portion	(145)	(349)
Long term portion		$ 103

v3.24.3

SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Right To Use Assets And Lease Liability
Year ended December 31, 2024	$ 45
Year ended December 31, 2025	106
Total	151
Less: Present value discount	(6)
Lease liability	$ 145	$ 452

v3.24.3

SCHEDULE OF LEASE EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Right To Use Assets And Lease Liability
Operating lease expense	$ 36	$ 84	$ 158	$ 252
Short-term lease expense		8	41	22
Variable lease expense	1	4	4	7
Total	$ 37	$ 96	$ 203	$ 281

v3.24.3

RIGHT TO USE ASSETS AND LEASE LIABILITY (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Integer	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) Integer
Lessee, Lease, Description [Line Items]
Number of leases | Integer			1		2
Operating lease, expense			$ 15,129
Operating lease, description			expiring in July 31, 2025		expiring through July 31, 2025
Operating lease expense	$ 36,565	$ 95,964	$ 203,315	$ 280,541
Lease One [Member]
Lessee, Lease, Description [Line Items]
Operating lease, expense					$ 30,544
Lease Two [Member]
Lessee, Lease, Description [Line Items]
Operating lease, expense					$ 29,995

v3.24.3

SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Sale Leaseback Transaction [Line Items]
Balance	$ 120	$ 221
Recognized in Revenue
Invoiced to Customer	(81)	(81)
Interest Earned		2
Unguaranteed Residual Assets	4	3
Balance	43	145
Contract Assets Current [Member]
Sale Leaseback Transaction [Line Items]
Balance	103	101
Recognized in Revenue
Invoiced to Customer	66	(1)
Interest Earned
Unguaranteed Residual Assets	2
Balance	39	102
Contract Assets Noncurrent [Member]
Sale Leaseback Transaction [Line Items]
Balance	17	120
Recognized in Revenue
Invoiced to Customer	(15)	(82)
Interest Earned		2
Unguaranteed Residual Assets	2	3
Balance	$ 4	$ 43

v3.24.3

SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Lease Receivables
Year ended December 31, 2024	$ 27
Year ended December 31, 2025	13
Present value of unguaranteed residual assets	4		$ 3
Total	44
Less: Present value discount	(1)
Net investment in leases	$ 43	$ 120	$ 145	$ 221

v3.24.3

LEASE RECEIVABLES (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2022	Sep. 30, 2023
Lease Receivables
Operating leases, rent expense		$ 4,333
Operating lease, term of contract		30 months
Operating lease, renewal term		1 year
Discount rate	2.00%
Unguaranteed residual assets	$ 4,000		$ 3,000

v3.24.3

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued accounting and legal	$ 256	$ 1,277
Accrued reimbursements and travel	7	9
Accrued consulting	152	804
Accrued research and development expenses	474	802
Accrued marketing	36	333
Accrued office and other	423	290
Accrued payroll	100	601
Accounts payable and accrued expenses	$ 1,448	$ 4,116

v3.24.3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Payables and Accruals [Abstract]
Gain on settlement and forgiveness of debt	$ 1,021,000	$ 2,409,000

v3.24.3

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%

v3.24.3

STOCKHOLDER EQUITY (Details Narrative) - USD ($)						3 Months Ended					9 Months Ended
	Jul. 26, 2024	May 29, 2024	May 01, 2024	Jan. 31, 2024	Jan. 12, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized											1,000,000	1,000,000
Preferred stock, par or stated value per share (in dollars per share)											$ 0.001	$ 0.001
Reverse stock split				1-for-10 reverse stock split
Common stock, shares authorized											200,000,000	200,000,000
Common stock, par value											$ 0.001	$ 0.001
Common stock, shares issued											16,617,096	9,040,043
Common stock, shares outstanding											16,617,096	9,040,043
Number of shares issued for service	12,500
Number of shares issued for service, value						$ 420,000	$ 1,251,000	$ 937,000	$ 4,811,000	$ 1,097,000
Issuance of warrants		109,948				4,951,068
Gross proceeds from offering		$ 3,000,000
Investor [Member]
Class of Stock [Line Items]
Common stock, par value		$ 0.001
Number of shares sold		1,570,683	783,406		260,720
Warrants to purchase shares		1,570,683	391,703		130,363
Purchase price of warrants					$ 3.989
Exercise price of warrants		$ 1.78	$ 1.398		$ 3.364
Date of issuance			5 years 6 months		5 years 6 months
Value of shares sold			$ 1,144,164		$ 1,040,000
Price per share		$ 1.91	$ 1.4605
Cash			$ 634,999
Conversion of principal and interest			$ 509,165
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Number of shares issued											2,322,747
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											200	200
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											600	600
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											4,200	4,200
Preferred stock, shares issued											105	105
Preferred stock, shares outstanding											105	105
Conversion price											$ 2.50
Deemed dividend											$ 156,734
Series C Preferred Stock [Member] | Maximum [Member]
Class of Stock [Line Items]
Conversion price											$ 0.5302
Series C Preferred Stock [Member] | Minimum [Member]
Class of Stock [Line Items]
Conversion price											$ 0.4100
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											1,400	1,400
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											1,000	1,000
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized											200,000	200,000
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued for forgiveness of accounts payable											75,000
Number of shares issued for forgiveness of accounts payable, value											$ 122,250
Number of shares issued for service											2,140,744
Number of shares issued for service, value											$ 1,670,375

v3.24.3

SCHEDULE OF EXERCISE PRICE OF STOCK OPTIONS (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options Outstanding	2,515,200	603,229
Number of Options Outstanding Weighted Average Remaining Life	9 years 10 months 20 days
Number of Options Outstanding Options Exercisable	1,312,854
Options Under 9.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 9.99
Number of Options Outstanding	2,467,000
Number of Options Outstanding Weighted Average Remaining Life	9 years 10 months 24 days
Number of Options Outstanding Options Exercisable	1,266,496
Options 10.00 - 19.99 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Exercise Price	$ 10.00
Number of Options Outstanding	39,700
Number of Options Outstanding Weighted Average Remaining Life	8 years 4 months 24 days
Number of Options Outstanding Options Exercisable	37,858
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
Number of Options Outstanding
Number of Options Outstanding Options Exercisable
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
Number of Options Outstanding
Number of Options Outstanding Options Exercisable
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
Number of Options Outstanding	4,000
Number of Options Outstanding Weighted Average Remaining Life	4 years 10 months 24 days
Number of Options Outstanding Options Exercisable	4,000
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
Number of Options Outstanding
Number of Options Outstanding Options Exercisable
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
Number of Options Outstanding	3,000
Number of Options Outstanding Weighted Average Remaining Life	5 years 3 months 18 days
Number of Options Outstanding Options Exercisable	3,000
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
Number of Options Outstanding	1,500
Number of Options Outstanding Weighted Average Remaining Life	5 years 10 months 24 days
Number of Options Outstanding Options Exercisable	1,500
Options Outstanding, Exercise Price	$ 79.99

v3.24.3

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Outstanding shares	603,229
Weighted Average Exercise Price Outstanding	$ 25.67
Weighted-Average Remaining Contractual Term, Outstanding	9 years 10 months 20 days	6 years 8 months 12 days
Outstanding Aggregate Intrinsic Value
Issued	2,400,000
Weighted Average Exercise Price Issued	$ 0.45
Forfeited/expired	(488,029)
Weighted Average Exercise Price Forfeited/expired	$ 28.97
Outstanding shares	2,515,200	603,229
Weighted Average Exercise Price Outstanding	$ 0.96	$ 25.67
Outstanding Aggregate Intrinsic Value
Outstanding shares Exercisable	1,312,854
Weighted Average Exercise Price Exercisable	$ 1.41
Weighted-Average Remaining Contractual Term, Exercisable	9 years 10 months 2 days
Outstanding Exercisable Aggregate Intrinsic Value

v3.24.3

SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares	6 Months Ended	9 Months Ended
	Jun. 30, 2024	Sep. 30, 2024	May 29, 2024
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number Outstanding	4,951,068		109,948
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 1.398 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 1.398
Number Outstanding	391,703
Expiration date	November 2029
Warrants At 1.780 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 1.780
Number Outstanding	1,570,683
Expiration date	May 2029
Warrants At 2.3875 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price	$ 2.3875
Number Outstanding	109,948
Expiration date	May 2029
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 13.28 [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

v3.24.3

SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Outstanding Shares Beginning	2,748,371
Weighted-Average Exercise Price Beginning	$ 7.40
Weighted-Average Remaining Contractual Term, Outstanding	3 years 9 months 18 days	3 years 8 months 12 days
Aggregate Intrinsic Value, beginning	$ 1,717,104
Outstanding Shares Issued	2,202,697
Weighted-Average Exercise Price Issued	$ 2.28
Weighted-Average Remaining Contractual Term, Issued	5 years
Aggregate Intrinsic Value, Issued
Outstanding Shares ending	4,951,068	2,748,371
Weighted-Average Exercise Price Ending	$ 4.92	$ 7.40
Aggregate Intrinsic Value, ending		$ 1,717,104
Warrants Vested and expected to vest, ending	4,559,365
Warrants Vested and expected to vest, Weighted-Average Exercise Price	$ 5.23
Warrants Vested and expected to vest, Weighted-Average Remaining Contractual Term	3 years 8 months 12 days
Warrants Vested and expected to vest, Aggregate Intrinsic Value
Warrants Exercisable, ending	4,559,365
Warrants Exercisable, Weighted-Average Exercise Price	$ 5.23
Weighted-Average Remaining Contractual Term	3 years 8 months 12 days
Warrants Exercisable, Aggregate Intrinsic Value

v3.24.3

SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total restricted shares outstanding	163,250
Granted	4,605,000
Vested and issued	2,746,500
Forfeited	(56,750)
Total restricted shares outstanding	1,965,000
Vested restricted shares
Unvested restricted shares	1,965,000
ViralClear Pharmaceuticals, Inc. [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total restricted shares outstanding	1,078,679
Forfeited	(400,000)
Total restricted shares outstanding	678,679
Vested restricted shares	678,679
Unvested restricted shares
Total	678,679

v3.24.3

OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details Narrative) - USD ($)															3 Months Ended						9 Months Ended
	Oct. 04, 2024	Oct. 01, 2024	Sep. 11, 2024	Jul. 26, 2024	Jul. 03, 2024	Jun. 07, 2024	Jun. 05, 2024	Jun. 01, 2024	May 30, 2024	May 01, 2024	Apr. 01, 2024	Mar. 01, 2024	Dec. 27, 2022	Sep. 24, 2019	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Oct. 17, 2024	May 29, 2024	Jan. 12, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Description of terms of award under share-based payment arrangement													the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder.	the exercise price of an Incentive Stock Option should not be less than 110% of fair 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.
Vesting period													10 years
Restricted stock units to purchase up																					2,400,000
Exercise price																					$ 0.34
Fair value of options vested															$ 498,445			$ 502,662			$ 655,863	$ 1,142,185
Expected term																					5 years 6 months
Volatility																					135.51%
Risk free interest																					3.50%
Dividend yield rate																					0.00%
Unrecognized compensation expense															$ 477,849						$ 477,849
Weighted average period																					1 year 7 months 20 days
Services, shares				12,500
Services, shares																$ 420,000	$ 1,251,000	937,000	$ 4,811,000	$ 1,097,000
Restricted common stock			275,000
Cash paid																		(3,000)
Restricted common stock, value			$ 123,173
Restricted common stock, value			1,275,000
Vested common stock, value			$ 571,073
Stock based compensation expense							$ 15,000
Options outstanding, number of options															2,515,200						2,515,200					603,229
Options exercisable, number of options															1,312,854						1,312,854
ViralClear Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Fair value of options vested															$ 0			0			$ 0	0
Unrecognized compensation expense															$ 0						$ 0
Options outstanding, number of options															0						0
Options exercisable, number of options															25,000						25,000
Options outstanding, exercise price																					$ 5
Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding exercise price																							$ 1.398
Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Services, shares										150,000
Services, shares										$ 298,500
Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Services, shares								12,500
Services, shares								$ 25,125
Employees and Board Members [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Services, shares				280,000		262,500
Services, shares				$ 114,800		$ 489,563
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price																					$ 0.34
Unrecognized compensation expense															$ 0						$ 0
Fair value adjustment of warrants															$ 0			0			$ 0	0
Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase shares										391,703														1,570,683	130,363
Warrants outstanding exercise price										$ 1.398														$ 1.78	$ 3.364
Investor [Member] | Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase shares															2,202,697						2,202,697
Warrants outstanding exercise price															$ 2.28						$ 2.28
Share-Based Payment Arrangement, Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted stock units to purchase up																					2,400,000
Exercise price																					$ 0.4479
Fair value of options vested																					$ 965,592
Share-Based Payment Arrangement, Option [Member] | 2023 Long-Term Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares granted													876,595
Common stock, capital shares reserved for future issuance															15,718						15,718
Share-Based Payment Arrangement, Option [Member] | 2019 Long-Term Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted stock units to purchase up														4,000,000
Expiration period														10 years
Shares remaining														2,650,071
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrecognized compensation expense															$ 924,945						$ 924,945
Vested, shares																					2,746,500
Stock based compensation expense															1,017,858			172,717			$ 4,588,379	379,243
Restricted Stock Units (RSUs) [Member] | ViralClear Pharmaceuticals, Inc. [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrecognized compensation expense															0						0
Stock based compensation expense															$ 0			$ (1,970,931)			$ 0	$ (1,941,861)
Restricted Stock Units (RSUs) [Member] | Key Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Services, shares												500,000
Vesting year												vesting in substantially equal monthly installments over one year
Services, shares												$ 352,550
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Services, shares										50,000	200,000
Vesting year										vesting in substantially equal monthly installments over one year	vesting in substantially equal monthly installments over one year
Services, shares											$ 140,000
Restricted Stock Units (RSUs) [Member] | Steve Chaussy [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cash paid				$ 25,000
Issuance of common stock				112,500
Cash bonus				$ 200,000
Restricted Stock [Member] | Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Services, shares		250,000
Vested, shares		325,000
Restricted Stock [Member] | Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted common stock									1,500,000
Vested, shares					650,000				650,000
Restricted Stock [Member] | Consultants [Member] | Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Vested, shares	200,000

v3.24.3

SCHEDULE OF NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss	$ (0)	$ 1,474	$ (17)	$ 1,176
Average Non-Controlling interest percentage of profit/losses	15.00%	35.00%	52.00%	37.00%
Net loss attributable to non-controlling interest		$ 517	$ (9)	$ 430
ViralClear Pharmaceuticals, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss	$ (0)	$ 1,863	$ (41)	$ 1,583
Average Non-Controlling interest percentage of profit/losses	32.00%	31.00%	32.00%	31.00%
Net loss attributable to non-controlling interest		$ 576	$ (13)	$ 489
BioSig AI Sciences, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss	$ (0)	$ (389)	$ 24	$ (407)
Average Non-Controlling interest percentage of profit/losses	16.00%	15.00%	16.00%	15.00%
Net loss attributable to non-controlling interest	$ (0)	$ (59)	$ 4	$ (59)

v3.24.3

SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Balance, January 1, 2024			$ 26
Net income (loss) attributable to non-controlling interest		$ 517	(9)	$ 430
Balance, September 30, 2024	17		17
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 income (loss) attributable to non-controlling interest		576	(13)	489
Balance, September 30, 2024	(171)		(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 income (loss) attributable to non-controlling interest	(0)	$ (59)	4	$ (59)
Balance, September 30, 2024	$ 188		$ 188

v3.24.3

NON-CONTROLLING INTEREST (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
	Jul. 31, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Dec. 31, 2023
Noncontrolling Interest [Line Items]
Net proceeds			$ 4,209,000	$ 12,617,000
BioSig AI Sciences, Inc. [Member]
Noncontrolling Interest [Line Items]
Sale of common stock under at-the-market offerings, net of transactional expenses, shares	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			84.50%		84.50%	84.50%

v3.24.3

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)						3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Mar. 22, 2024	Feb. 22, 2024	Dec. 04, 2023	Jun. 17, 2023	Mar. 15, 2017	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2021	Jul. 01, 2024	Dec. 31, 2023	Nov. 20, 2019
Loss Contingencies [Line Items]
Unrestricted cash									$ 615,000				$ 190,000
Charged operations						$ 0	$ 56,078	$ (25,904)		$ 118,815
Aggregate purchase commitments									1,849,386
Compensation expense			$ 775,782
Loss related to litigation settlement		$ 1,440,000
Loss contingency, damages sought, value	$ 288,000
Minimum [Member] | Neuro Kinesis Corporation [Member]
Loss Contingencies [Line Items]
Unrestricted cash												$ 2,500,000
Maximum [Member] | Neuro Kinesis Corporation [Member]
Loss Contingencies [Line Items]
Unrestricted cash												$ 6,000,000
2017 Know-How License Agreement [Member]
Loss Contingencies [Line Items]
Accounts payable due						$ 4		$ 4					4
2017 Know-How License Agreement [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Royalty percentage of net sales					1.00%
2017 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									$ 210,000				$ 90,000
Monthly consulting fee				$ 30,000

v3.24.3

SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues		$ 1	$ 27	$ 6
Operating Expenses	2,950	4,052	11,706	22,351
Loss from Operations	(2,950)	(4,051)	(11,679)	(22,345)
Total Assets	1,418		1,418		$ 1,798
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Revenues		1	27	6
Operating Expenses	2,950	5,526	11,658	23,527
Loss from Operations	(2,950)	(5,525)	(11,631)	(23,521)
Total Assets	108		108		485
ViralClear Pharmaceuticals, Inc. [Member]
Segment Reporting Information [Line Items]
Revenues
Operating Expenses		(1,863)	45	(1,583)
Loss from Operations		1,863	(45)	1,583
Total Assets
BioSig AI Sciences, Inc. [Member]
Segment Reporting Information [Line Items]
Revenues
Operating Expenses		389	3	407
Loss from Operations		$ (389)	(3)	$ (407)
Total Assets	$ 1,310		$ 1,310		$ 1,313

v3.24.3

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				3 Months Ended
	Jun. 07, 2024	Jun. 05, 2024	Mar. 01, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Mar. 07, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Compensation expense		$ 15,000
Common stock issued for services				$ 420,000	$ 1,251,000	$ 937,000	$ 4,811,000	$ 1,097,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Notes Payable										$ 500,000
Frederick D Hrkac [Member]
Related Party Transaction [Line Items]
Sale of common stock under at-the-market offerings, net of transactional expenses, shares			500,000
Common stock issued for services			$ 352,550
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties									$ 0		$ 30,000
Chief Executive Officer [Member] | Anthony Amato [Member]
Related Party Transaction [Line Items]
Sale of common stock under at-the-market offerings, net of transactional expenses, shares	50,000		500,000
Common stock issued for services	$ 93,250		$ 352,550

v3.24.3

SUBSEQUENT EVENTS (Details Narrative) - $ / shares				3 Months Ended
	Oct. 17, 2024	Oct. 01, 2024	Jul. 26, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Common stock issued for services, shares			12,500
Common Stock [Member]
Subsequent Event [Line Items]
Common stock issued for services, shares				278,000	1,862,744	150,300	385,434	116,750
Subsequent Event [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	391,703
Exercise price of warrants	$ 1.398
Warrant, Exercise Price, Decrease	$ 0.30
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	42,833
Subsequent Event [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Number of shares issued, vested		325,000
Common stock issued for services, shares		250,000

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