Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38659 | |
Entity Registrant Name | BIOSIG TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001530766 | |
Entity Tax Identification Number | 26-4333375 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 55 Greens Farms Road, 1st Floor | |
Entity Address, City or Town | Westport | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06880 | |
City Area Code | (203) | |
Local Phone Number | 409-5444 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | BSGM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,107,565 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 389 | $ 357 |
Accounts receivable | 14 | 9 |
Inventory, short term | 219 | 336 |
Deferred expenses, short term | 5 | |
Net investment in leases, short term | 102 | 101 |
Prepaid expenses and other current assets | 322 | 325 |
Total current assets | 1,051 | 1,128 |
Property and equipment, net | 593 | 665 |
Right-to-use assets, net | 487 | 705 |
Other assets: | ||
Inventory, long term | 1,141 | |
Net investment in leases, long term | 43 | 120 |
Patents, net | 293 | 307 |
Other assets | 687 | 44 |
Total assets | 3,154 | 4,110 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $0 and $120 to related parties as of September 30, 2023 and December 31, 2022, respectively | 3,470 | 2,852 |
Customer deposits | 4 | |
Deferred revenue, short term | 5 | |
Dividends payable | 98 | 91 |
Lease liability, short term | 339 | 313 |
Total current liabilities | 3,911 | 3,261 |
Lease liability, long term | 193 | 452 |
Total long-term liabilities | 193 | 452 |
Total liabilities | 4,104 | 3,713 |
Commitments and contingencies (Note 11) | ||
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, 2023 and December 31, 2022 | 105 | 105 |
(Deficit) Equity: | ||
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, 2023 and December 31, 2022 (see above) | ||
Common stock, $0.001 par value, authorized 200,000,000 shares, 79,243,833 and 54,610,638 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 79 | 55 |
Additional paid in capital | 237,727 | 216,232 |
Accumulated deficit | (238,966) | (215,974) |
Total stockholders’ equity (deficit) attributable to BioSig Technologies, Inc. | (1,160) | 313 |
Non-controlling interest | 105 | (21) |
Total (deficit) equity | (1,055) | 292 |
Total liabilities and (deficit) equity | $ 3,154 | $ 4,110 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 79,243,833 | 54,610,638 |
Common stock, shares outstanding | 79,243,833 | 54,610,638 |
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, 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 | $ 120,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 1 | $ 135 | $ 6 | $ 151 |
Cost of revenue | 30 | 30 | ||
Gross profit | 1 | 105 | 6 | 121 |
Operating expenses: | ||||
Research and development | 1,145 | 1,733 | 3,916 | 4,701 |
General and administrative | 2,815 | 4,774 | 18,167 | 15,477 |
Depreciation and amortization | 92 | 84 | 268 | 210 |
Total operating expenses | 4,052 | 6,591 | 22,351 | 20,388 |
Loss from operations | (4,051) | (6,486) | (22,345) | (20,267) |
Other income (expense): | ||||
Interest income, net | 1 | 1 | 8 | 1 |
Other income (expense), net: | (225) | |||
Loss before income taxes | (4,050) | (6,485) | (22,562) | (20,266) |
Income taxes (benefit) | ||||
Net loss | (4,050) | (6,485) | (22,562) | (20,266) |
Non-controlling interest | (517) | 113 | (430) | 172 |
Net loss attributable to BioSig Technologies, Inc. | (4,567) | (6,372) | (22,992) | (20,094) |
Preferred stock dividend | (2) | (2) | (7) | (7) |
Preferred stock deemed dividend | (17) | (125) | ||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (4,569) | $ (6,391) | $ (22,999) | $ (20,226) |
Net loss per common share, basic | $ (0.06) | $ (0.14) | $ (0.33) | $ (0.50) |
Net loss per common share, diluted | $ (0.06) | $ (0.14) | $ (0.33) | $ (0.50) |
Weighted average number of common shares outstanding, basic | 75,372,373 | 45,015,574 | 69,077,898 | 40,311,669 |
Weighted average number of common shares outstanding, diluted | 75,372,373 | 45,015,574 | 69,077,898 | 40,311,669 |
Product [Member] | ||||
Revenue: | ||||
Total revenue | $ 127 | $ 127 | ||
Service [Member] | ||||
Revenue: | ||||
Total revenue | $ 1 | $ 8 | $ 6 | $ 24 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | ||
Balance at Dec. 31, 2021 | $ 36,000 | $ 201,127,000 | $ (188,922,000) | $ 219,000 | $ 12,460,000 | ||
Balance, shares at Dec. 31, 2021 | 35,567,180 | ||||||
Common stock issued for services | $ 1,000 | 1,600,000 | 1,601,000 | ||||
Common stock issued for services, shares | 1,312,500 | ||||||
Sale of common stock and warrants | $ 2,000 | 3,000,000 | 3,002,000 | ||||
Sale of common stock, shares | 2,613,130 | ||||||
Stock based compensation | [1] | 500,000 | (101,000) | 399,000 | |||
Stock based compensation, shares | 66,249 | ||||||
Preferred stock dividend | (2,000) | (2,000) | |||||
Net loss | (7,963,000) | (102,000) | (8,065,000) | ||||
Change in fair value of modified options | 15,000 | 15,000 | |||||
Balance at Mar. 31, 2022 | $ 39,000 | 206,240,000 | (196,885,000) | 16,000 | 9,410,000 | ||
Balance, shares at Mar. 31, 2022 | 39,559,059 | ||||||
Balance at Dec. 31, 2021 | $ 36,000 | 201,127,000 | (188,922,000) | 219,000 | 12,460,000 | ||
Balance, shares at Dec. 31, 2021 | 35,567,180 | ||||||
Preferred stock dividend | (7,000) | ||||||
Net loss | (20,266,000) | ||||||
Balance at Sep. 30, 2022 | $ 46,000 | 210,792,000 | (209,016,000) | 12,000 | 1,834,000 | ||
Balance, shares at Sep. 30, 2022 | 45,797,952 | ||||||
Balance at Dec. 31, 2021 | $ 36,000 | 201,127,000 | (188,922,000) | 219,000 | 12,460,000 | ||
Balance, shares at Dec. 31, 2021 | 35,567,180 | ||||||
Common stock issued for services, shares | 2,370,000 | ||||||
Deemed preferred stock dividend | (209,682) | ||||||
Balance at Dec. 31, 2022 | $ 55,000 | 216,232,000 | (215,974,000) | (21,000) | $ 292,000 | ||
Balance, shares at Dec. 31, 2022 | 54,610,638 | 54,610,638 | |||||
Balance at Mar. 31, 2022 | $ 39,000 | 206,240,000 | (196,885,000) | 16,000 | $ 9,410,000 | ||
Balance, shares at Mar. 31, 2022 | 39,559,059 | ||||||
Common stock issued for services | $ 1,000 | 482,000 | 483,000 | ||||
Common stock issued for services, shares | 567,500 | ||||||
Sale of common stock and warrants | $ 5,000 | 2,813,000 | 2,818,000 | ||||
Sale of common stock, shares | 4,341,667 | ||||||
Stock based compensation | [1] | (86,000) | (231,000) | (317,000) | |||
Stock based compensation, shares | 21,250 | ||||||
Preferred stock dividend | (3,000) | (3,000) | |||||
Net loss | (5,759,000) | 43,000 | (5,716,000) | ||||
Sale of common stock under at-the-market offerings | [1] | 302,000 | 302,000 | ||||
Sale of common stock under At-the-market offering, shares | 322,404 | ||||||
Issuance of subsidiary stock in settlement of debt to parent | (292,000) | 292,000 | |||||
Accretion of deemed preferred stock dividend | 108,000 | 108,000 | |||||
Deemed preferred stock dividend | (108,000) | (108,000) | |||||
Balance at Jun. 30, 2022 | $ 45,000 | 209,456,000 | (202,644,000) | 120,000 | 6,977,000 | ||
Balance, shares at Jun. 30, 2022 | 44,811,880 | ||||||
Stock based compensation | [1] | 532,000 | 5,000 | 537,000 | |||
Stock based compensation, shares | 71,250 | ||||||
Preferred stock dividend | (2,000) | (2,000) | |||||
Net loss | (6,372,000) | (113,000) | (6,485,000) | ||||
Sale of common stock under at-the-market offerings | $ 1,000 | 806,000 | 807,000 | ||||
Sale of common stock under At-the-market offering, shares | 914,822 | ||||||
Accretion of deemed preferred stock dividend | 17,000 | 17,000 | |||||
Deemed preferred stock dividend | (17,000) | (17,000) | |||||
Balance at Sep. 30, 2022 | $ 46,000 | 210,792,000 | (209,016,000) | 12,000 | 1,834,000 | ||
Balance, shares at Sep. 30, 2022 | 45,797,952 | ||||||
Balance at Dec. 31, 2022 | $ 55,000 | 216,232,000 | (215,974,000) | (21,000) | $ 292,000 | ||
Balance, shares at Dec. 31, 2022 | 54,610,638 | 54,610,638 | |||||
Common stock issued for services | $ 1,000 | 1,096,000 | $ 1,097,000 | ||||
Common stock issued for services, shares | 1,167,500 | ||||||
Common stock issued in settlement of accounts payable | [2] | 105,000 | 105,000 | ||||
Common stock issued in settlement of accounts payable, shares | 88,000 | ||||||
Sale of common stock and warrants | $ 8,000 | 6,740,000 | 6,748,000 | ||||
Sale of common stock, shares | 8,500,300 | ||||||
Stock based compensation | $ 3,000 | 1,044,000 | 5,000 | 1,052,000 | |||
Stock based compensation, shares | 2,491,249 | ||||||
Preferred stock dividend | (2,000) | (2,000) | |||||
Net loss | (7,332,000) | (50,000) | (7,382,000) | ||||
Balance at Mar. 31, 2023 | $ 67,000 | 225,215,000 | (223,306,000) | (66,000) | 1,910,000 | ||
Balance, shares at Mar. 31, 2023 | 66,857,687 | ||||||
Balance at Dec. 31, 2022 | $ 55,000 | 216,232,000 | (215,974,000) | (21,000) | $ 292,000 | ||
Balance, shares at Dec. 31, 2022 | 54,610,638 | 54,610,638 | |||||
Common stock issued for services, shares | 8,894,846 | ||||||
Preferred stock dividend | $ (7,000) | ||||||
Net loss | $ (22,562,000) | ||||||
Sale of common stock under At-the-market offering, shares | 43,601 | ||||||
Balance at Sep. 30, 2023 | $ 79,000 | 237,727,000 | (238,966,000) | 105,000 | $ (1,055,000) | ||
Balance, shares at Sep. 30, 2023 | 79,243,833 | 79,243,833 | |||||
Balance at Mar. 31, 2023 | $ 67,000 | 225,215,000 | (223,306,000) | (66,000) | $ 1,910,000 | ||
Balance, shares at Mar. 31, 2023 | 66,857,687 | ||||||
Common stock issued for services | $ 4,000 | 4,807,000 | 4,811,000 | ||||
Common stock issued for services, shares | 3,854,346 | ||||||
Sale of common stock and warrants | $ 2,000 | 3,243,000 | 3,245,000 | ||||
Sale of common stock, shares | 2,590,906 | ||||||
Stock based compensation | [2] | (73,000) | 4,000 | (69,000) | |||
Stock based compensation, shares | 110,835 | ||||||
Preferred stock dividend | (3,000) | (3,000) | |||||
Net loss | (11,093,000) | (37,000) | (11,130,000) | ||||
Sale of subsidiary stock | 1,379,000 | 188,000 | 1,567,000 | ||||
Common stock issued for exercise of warrants cashlessly | [2] | [2] | |||||
Common stock issued for exercise of warrants cashlessly, shares | 43,601 | ||||||
Balance at Jun. 30, 2023 | $ 73,000 | 234,568,000 | (234,399,000) | 89,000 | 331,000 | ||
Balance, shares at Jun. 30, 2023 | 73,457,375 | ||||||
Common stock issued for services | $ 2,000 | 935,000 | 937,000 | ||||
Common stock issued for services, shares | 1,503,000 | ||||||
Sale of common stock and warrants | $ 4,000 | 2,620,000 | 2,624,000 | ||||
Sale of common stock, shares | 3,917,348 | ||||||
Stock based compensation | [2] | (687,000) | (609,000) | (1,296,000) | |||
Stock based compensation, shares | 67,500 | ||||||
Preferred stock dividend | (2,000) | (2,000) | |||||
Net loss | (4,567,000) | 517,000 | (4,050,000) | ||||
Sale of subsidiary stock | 296,000 | 108,000 | 404,000 | ||||
Sale of common stock under at-the-market offerings | [2] | (3,000) | (3,000) | ||||
Sale of common stock under At-the-market offering, shares | 298,610 | ||||||
Balance at Sep. 30, 2023 | $ 79,000 | $ 237,727,000 | $ (238,966,000) | $ 105,000 | $ (1,055,000) | ||
Balance, shares at Sep. 30, 2023 | 79,243,833 | 79,243,833 | |||||
[1]- less than $1[2]- less than $1 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | |
Payments of transaction expenses | $ 237 | $ 438 | |
Atthe Market Offering [Member] | |||
Payments of transaction expenses | $ 164 | $ 21 | $ 46 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (22,562) | $ (20,266) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 268 | 210 |
Non-cash lease expense | 216 | 244 |
Non-cash inventory write-down | 1,307 | |
Equity based compensation | 6,532 | 2,703 |
Change in fair value of modified options | 15 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5) | (5) |
Lease receivables | 75 | (114) |
Employee advances | (16) | |
Inventory | (49) | 70 |
Prepaid expenses and other assets | (625) | (104) |
Deferred expense | (4) | |
Deferred revenue | (5) | (24) |
Customer deposits | 4 | |
Accounts payable and accrued expenses | 724 | (87) |
Operating lease liabilities | (231) | (233) |
Net cash used in operating activities | (14,371) | (17,591) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (182) | (110) |
Net cash used in investing activity | (182) | (110) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock and warrants, net of issuance costs | 12,617 | 5,820 |
Proceeds from sale of common stock under at-the-market offerings, net of issuance costs | (3) | 1,109 |
Proceeds from the sale of subsidiary stock to non-controlling interest, net of issuance costs | 1,971 | |
Net cash provided by financing activities | 14,585 | 6,929 |
Net increase (decease) in cash and cash equivalents | 32 | (10,772) |
Cash, beginning of the period | 357 | 11,659 |
Cash, end of the period | 389 | 887 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | ||
Cash paid during the period for income taxes | ||
Non cash investing and financing activities: | ||
Common stock issued in settlement of debt | 105 | |
Dividend payable on preferred stock charged to additional paid in capital | 7 | 7 |
Series C convertible preferred stock deemed dividend | 125 | |
Record right-to-use assets and related lease liability | $ 502 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
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. (“BioSig” or the “Company”) 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 Platform’s enhanced signal acquisition, digital signal processing, and analysis during ablation of cardiac arrhythmias. The Company has generated minimal revenue to date and consequently its operations are subject to all risks inherent in business enterprises in early commercialization stage. On November 7, 2018, the Company formed a subsidiary under the laws of the State of Delaware originally under the name of NeuroClear Technologies, Inc. which was renamed to ViralClear Pharmaceuticals, Inc. (“ViralClear”) in March 2020. The subsidiary was established to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear has been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology. As of September 30, 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. In June and July 2023, BioSig AI sold an aggregate of 2,205,000 1,971,277 84.5 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, 2022 has been derived from audited financial statements. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022 filed with the Company’s Form 10-K with the Securities and Exchange Commission on March 31, 2023. COVID-19 The World Health Organization determined that COVID-19 no longer fit the definition of a public health emergency and the U.S. government let the declaration of a public health emergency associated with COVID-19 expire on May 11, 2023. COVID-19 is expected to remain a serious endemic threat for an indefinite future period and may continue to adversely affect the global economy, resulting in delays to our commercialization objectives of the PURE EP Platform during 2023. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) Inflation Reduction Act of 2022 On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on “adjusted financial statement income,” which is effective for tax years beginning after December 31, 2022, and a one percent excise tax on net repurchases of stock after December 31, 2022. The Company evaluated the Inflation Reduction Act and its requirements, as well as its application to our business, and determined the Inflation Reduction Act to not have a material impact on our financial results. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, the Company had cash of $ 0.4 2.9 14.4 The Company’s primary source of operating funds since inception has been cash proceeds from the sale of common and preferred stock. 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 Platform 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 from a focus on technology development to commercialization 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of these unaudited condensed 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 and lease of its medical device, the PURE EP™ Platform, and well as related support and maintenance services and software upgrades in connection with the device. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 842, Leases Revenue from Contracts with Customers 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. 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 upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP Platform and do not have the right to terminate their contracts unless we fail to perform material obligations. The Company may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net (if any) in the Company’s consolidated balance sheet. In 2022, the Company entered two leases for our PURE EP Platform at a rate of $ 4,333 30 one year BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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 A reconciliation of contract liabilities with customers for the nine months ended September 30, 2023 and 2022, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Nine months ended September 30, 2023: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at September 30, 2023 (000’s) Service revenue $ 5 $ 1 $ (6 ) $ - Nine months ended September 30, 2022: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at September 30, 2022 (000’s) Service revenue $ 37 $ - $ (24 ) $ 13 The table below summarizes our deferred revenue as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED REVENUE September 30, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 The Company had one customer which accounts for 100 84 16 The Company had one customer which accounts for approximately 94 84 16 At September 30, 2023, the Company had three customers representing 35.6 33.6 30.8 At December 31, 2022, the Company had two customers representing 52.2 47.8 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, 2023 and 2022. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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 the Company have deemed to be the contract term. The table below summarizes the deferred commission costs as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED COSTS September 30, 2023 (000’s) December 31, 2022 (000’s) Deferred costs-current $ 5 $ - Deferred costs-noncurrent - - Total deferred costs $ 5 $ - Cost of Revenue Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or leased under a sales-type lease. 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 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, 2023 and December 31, 2022, deposits in excess of FDIC limits were $ 0.2 0.05 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, 2023 (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. Inventory The inventory is comprised of finished goods available for sale and are stated at the lower of cost or net realizable value using specific identification method for serial numbered inventory and first-in, first-out method for all other inventory for valuation. The inventory September 30, 2023 and December 31, 2022 was comprised of the following: SCHEDULE OF INVENTORY September 30, 2023 (000’s) December 31, 2022 (000’s) Finished goods $ 1,526 $ 1,477 Less: Inventory reserve (1,307 ) - Finished goods, net 219 1,477 Finished goods-short term 219 336 Finished goods-long term $ - $ 1,141 During the nine months ended September 30, 2023, the Company recorded an allowance for inventory for $ 1,307 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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 5 Other Assets: Other assets are comprised of the following: SCHEDULE OF OTHER ASSETS September 30, 2023 (000’s) December 31, 2022 (000’s) Vendor deposits $ 643 $ - Security deposits 43 43 Trademarks 1 1 Total other assets $ 687 $ 44 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. 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 and 2022. 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 $ 1.1 3.9 1.7 4.7 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) The computation of basic and diluted loss per share as of September 30, 2023 and 2022 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 ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2023 September 30, 2022 Series C convertible preferred stock 634,391 255,269 Options to purchase common stock 5,304,651 4,735,484 Warrants to purchase common stock 12,349,645 3,649,123 Restricted stock units to acquire common stock 812,500 190,000 Totals 19,101,187 8,829,876 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. 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 4,751 14,354 4,751 14,354 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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 12 – 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 84.48 30.92 15.52 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. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses : Measurement of Credit Losses on Financial Instruments 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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2023 and December 31, 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 (000’s) December 31, 2022 (000’s) Computer equipment $ 527 $ 397 Furniture and fixtures 109 109 Manufacturing equipment 372 372 Testing/Demo equipment 356 304 Leasehold improvements 84 84 Total 1,448 1,266 Less accumulated depreciation (855 ) (601 ) Property and equipment, net $ 593 $ 665 Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 5 Depreciation expenses were $ 87,338 253,486 79,312 195,937 |
RIGHT TO USE ASSETS AND LEASE L
RIGHT TO USE ASSETS AND LEASE LIABILITY | 9 Months Ended |
Sep. 30, 2023 | |
Right To Use Assets And Lease Liability | |
RIGHT TO USE ASSETS AND LEASE LIABILITY | NOTE 5 RIGHT TO USE ASSETS AND LEASE LIABILITY As of September 30, 2023 and December 31, 2022, the Company had outstanding two 29,500 28,951 Right to use assets is summarized below: SCHEDULE OF RIGHT TO USE ASSETS September 30, 2023 (000’s) December 31, 2022 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (508 ) (290 ) Right to use assets, net $ 487 $ 705 During the three and nine months ended September 30, 2023, the Company recorded $ 95,964 280,541 116,725 333,071 Lease liability is summarized below: SCHEDULE OF LEASE LIABILITY September 30, 2023 (000’s) December 31, 2022 (000’s) Total lease liability $ 532 $ 765 Less: short term portion (339 ) (313 ) Long term portion $ 193 $ 452 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) Maturity analysis under these lease agreements are as follows (000’s): SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS Year ended December 31, 2023 $ 90 Year ended December 31, 2024 370 Year ended December 31, 2025 106 Total 566 Less: Present value discount (34 ) Lease liability $ 532 Lease expense for the three months ended September 30, 2023 and 2022 was comprised of the following: SCHEDULE OF LEASE LIABILITY September 30, 2023 (000’s) September 30, 2022 (000’s) Operating lease expense $ 84 $ 78 Short-term lease expense 8 10 Variable lease expense 4 29 Total $ 96 $ 117 Lease expense for the nine months ended September 30, 2023 and 2022 was comprised of the following: September 30, 2023 (000’s) September 30, 2022 (000’s) Operating lease expense $ 252 $ 244 Short-term lease expense 22 28 Variable lease expense 7 61 Total $ 281 $ 333 |
LEASE RECEIVABLES
LEASE RECEIVABLES | 9 Months Ended |
Sep. 30, 2023 | |
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 30 months one year 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% A reconciliation of lease receivables with customers for the nine months ended September 30, 2023 and 2022 are presented below: BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS 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, (000’s) Contract asset $ 221 $ - $ (81 ) $ 2 $ 3 $ 145 Less current portion (101 ) - (1 ) - - (102 ) Noncurrent portion $ 120 $ - $ (82 ) 2 $ 3 $ 43 Nine months ended September 30, 2022: Balance at December 31, 2021 (000’s) Recognized in Revenue (000’s) Invoiced to Customer (000’s) Interest Earned (000’s) Balance at September 30, (000’s) Contract asset $ - $ 127 $ (13 ) $ - $ 114 Less current portion - (50 ) - - (50 ) Noncurrent portion $ - $ 77 $ (13 ) - $ 64 Future cash flows under this lease agreement are as follows (000’s): SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT Year ended December 31, 2023 $ 26 Year ended December 31, 2024 104 Year ended December 31, 2025 13 Present value of unguaranteed residual assets 3 Total 146 Less: Present value discount (1 ) Net investment in leases $ 145 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at September 30, 2023 and December 31, 2022 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE September 30, 2023 (000’s) December 31, 2022 (000’s) Accrued accounting and legal $ 1,303 $ 646 Accrued reimbursements and travel 25 33 Accrued consulting 527 546 Accrued research and development expenses 601 625 Accrued marketing 281 256 Accrued office and other 141 220 Accrued payroll 592 513 Accrued settlement related to arbitration - 13 Accounts payable and accrued expenses $ 3,470 $ 2,852 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 STOCKHOLDERS’ EQUITY Preferred stock The Company is authorized to issue 1,000,000 0.001 200 600 4,200 1,400 1,000 200,000 Series C Preferred Stock As of September 30, 2023 and December 31, 2022, the Company had 105 2.27 0.25 209,682 Common stock The Company is authorized to issue 200,000,000 0.001 79,243,833 54,610,638 During the nine months ended September 30, 2023, the Company issued an aggregate of 8,894,846 7,905,128 2,370,000 1,060,740 During the nine months ended September 30, 2023, the Company issued an aggregate of 88,000 104,720 During the nine months ended September 30, 2023, the Company issued an aggregate of 299,584 At September 30, 2023, the Company accrued board fees of $ 105,000 Equity sales: BioSig Technologies, Inc.: From January through September 2023, the Company entered into multiple Securities Purchase Agreements with certain institutional and accredited investors, pursuant to which the Company sold to the investors an aggregate of 15,008,554 0.90 7,504,277 0.84 six months 12,616,584 919,864 Pursuant to certain engagement agreements, dated October 11, 2022, February 24, 2023 and July 26, 2023, the Company had entered into with Laidlaw & Company (UK) Ltd. (“Laidlaw”), the Company issued to Laidlaw in connection with the 2023 PIPEs, warrants to purchase an aggregate of 689,233 0.8246 six months five and one-half years BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) ATM Sales Agreements On August 18, 2023, the Company entered into a Controlled Equity Offering℠ Sales Agreement (the “Cantor Sales Agreement”) with Cantor Fitzgerald & Co. to act as the Company’s sales agent or principal (“Cantor”), with respect to the issuance and sale of up to $30.0 million of the Company’s shares of common stock, from time to time in an at-the-market public offering. The Company agreed to pay Cantor a commission of equal to 3.0% From August 22, 2023 through September 6, 2023, the Company sold 218,810 (899) 120,430 The Company terminated the Cantor Sales Agreement with Cantor, effective as of September 15, 2023. On September 15, 2023, the Company entered into an At-The-Market Issuance Sales Agreement (the “Ascendiant Sales Agreement”) with Ascendiant Capital Markets, LLC, to act as the Company’s sales agent or principal (“Ascendiant”), with respect to the issuance and sale of up to $ 30.0 The Company agreed to pay Ascendiant a commission of equal to 3.0% From September 21, 2023 through September 25, 2023, the Company sold 79,800 (2,004) 48,770 The Company terminated the Ascendiant Sales Agreement with Ascendiant, effective as of November 6, 2023. BioSig AI Sciences, Inc.: In June and July 2023, BioSig AI sold an aggregate of 2,205,000 1,971,277 1.00 84.5% Pursuant to an engagement agreement, dated June 13, 2023, as amended on July 19, 2023, BioSig AI entered into with Laidlaw, BioSig AI issued to Laidlaw warrants to purchase an aggregate of 130,500 1.00 five years |
OPTIONS, RESTRICTED STOCK UNITS
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | NOTE 9 OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS BioSig Technologies, Inc. 2023 Long-Term Incentive Plan On December 27, 2022, the Board of Directors of BioSig (the “Board”) approved the 2023 Long-Term Incentive Plan (the “Plan”) and on February 7, 2023 it was approved by the Company’s shareholders. The Plan provides for the issuance of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, other awards, performance goals, and tandem awards which may be granted singly or in combination, or in tandem, to purchase up to 5,265,945 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) However, the exercise price of an Incentive Stock Option should not be less than 110% of fair value of the common stock at the date of the grant for a 10% or more stockholder and 100% of fair value for a grantee who is not 10% stockholder. The fair value of the common stock is determined based on the quoted market price or in absence of such quoted market price, by the Administrator in good faith. Additionally, the vesting period of the grants under the Plan will be determined by the Administrator, in its sole discretion, with an expiration period of not more than ten years. There are 626,099 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, 2023, the Company granted an aggregate of 1,229,500 The following table presents information related to stock options at September 30, 2023: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 1.00 351,000 8.9 288,247 1.00 1.99 2,076,500 9.1 592,485 2.00 2.99 855,375 8.1 709,121 3.00 3.99 367,466 3.0 367,466 4.00 4.99 975,916 4.9 940,055 5.00 5.99 144,132 5.9 139,538 6.00 6.99 336,542 4.0 336,542 7.00 7.99 157,720 5.0 157,720 Over 8.00 40,000 6.6 40,000 5,304,651 7.2 3,571,174 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) A summary of the stock option activity and related information for the Plan for the nine months ended September 30, 2023 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,555,484 $ 3.49 6.7 $ 3,000 Grants 1,229,500 $ 1.33 10.0 $ - Forfeited/expired (480,333 ) $ 4.47 Outstanding at September 30, 2023 5,304,651 $ 2.90 7.2 $ 13,395 Exercisable at September 30, 2023 3,571,174 $ 3.59 6.2 $ 13,395 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 of $ 0.4893 During the nine months ended September 30, 2023, the Company granted an aggregate of 1,229,500 1.33 ten years one three years The following assumptions were used in determining the fair value of options during the nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE OF OPTIONS Risk-free interest rate 3.32 4.06 % Dividend yield 0 % Stock price volatility 94.44 97.56 % Expected life 5.5 6.0 Weighted average grant date fair value $ 1.03 The fair value of all options vesting during the three and nine months ended September 30, 2023 of $ 502,662 1,142,185 416,906 1,423,292 1,391,743 0.61 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig at September 30, 2023: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 0.4066 250,000 November 2032 $ 0.4455 1,130,012 June 2028 $ 0.4925 563,042 March 2029 $ 0.4929 769,896 March 2029 $ 0.5136 1,160,372 July 2028 $ 0.7181 957,596 July 2028 $ 0.7502 98,436 July 2028 $ 0.7963 883,206 August 2028 $ 0.9000 217,083 June 2027 $ 0.9596 843,884 January 2029 $ 1.0099 191,154 August 2028 $ 1.0260 517,030 September 2028 $ 1.0468 842,881 September 2028 $ 1.1300 404,089 October 2028 $ 1.3280 961,924 November 2028 $ 1.4000 1,740,130 September 2025 $ 4.8000 250,000 February 2025 to July 2026 $ 6.1600 568,910 November 2027 12,349,645 During the nine months ended September 30, 2023, the Company issued warrants to purchase an aggregate of 7,504,277 689,233 0.8381 During the nine months ended September 30, 2023, the Company issued 43,601 60,976 A summary of the warrant activity for the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,217,111 $ 1.89 4.3 $ 3,960 Issued 8,193,510 $ 0.84 5.2 - Exercised (60,976 ) $ 0.41 - - Outstanding at September 30, 2023 12,349,645 $ 1.20 4.6 $ - Vested and expected to vest at September 30, 2023 12,349,645 $ 1.20 4.6 $ 70,170 Exercisable at September 30, 2023 8,806,810 $ 1.32 4.3 $ 70,170 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the company’s stock price of $ 0.4893 Restricted Stock Units The following table summarizes the restricted stock activity for the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares issued as of January 1, 2023 239,584 Granted 872,500 Vested and issued (299,584 ) Vested restricted shares as of September 30, 2023 - Unvested restricted shares as of September 30, 2023 812,500 On January 29, 2023, in connection with a separation agreement, the Company granted 125,000 92,500 On March 27, 2023, the Company granted an aggregate of 187,500 223,125 On June 26, 2023, the Company granted an aggregate of 260,000 vesting quarterly over one year 301,600 On August 15, 2023, the Company granted an aggregate of 300,000 vesting quarterly over one year 190,920 Stock based compensation expense related to restricted stock grants was $ 172,717 379,243 105,092 246,633 536,557 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 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. 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 2,650,071 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) ViralClear Options The following table presents information related to stock options at September 30, 2023: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 0.75 25,000 The fair value of all options vesting during the three and nine months ended September 30, 2023 of $ 0 0 36,520 0 Warrants (ViralClear) The following table presents information related to warrants (ViralClear) at September 30, 2023: SCHEDULE OF INFORMATION RELATED TO 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, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Total restricted shares outstanding at September 30, 2023: 1,078,679 Comprised of: Vested restricted shares as of September 30, 2023 678,679 Unvested restricted shares as of September 30, 2023 400,000 Total 1,078,679 Stock based compensation expense related to restricted stock unit grants of ViralClear was $ (1,970,931) (1,941,861) 14,535 (1,086,628) no BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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, 2023: SCHEDULE OF INFORMATION RELATED TO WARRANTS Exercise Number Expiration Price Outstanding Date $ 1.00 130,500 June-July 2028 In June and July 2023, the BioSig AI issued warrants to purchase an aggregate of 130,500 1.00 five years A summary of the warrant activity for the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Outstanding at December 31, 2022 - - - Issued 130,500 $ 1.00 5.0 Outstanding at September 30, 2023 130,500 $ 1.00 5.0 Vested and expected to vest at September 30, 2023 130,500 $ 1.00 5.0 Exercisable at September 30, 2023 130,500 $ 1.00 5.0 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 10 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, 2023 and December 31, 2022, 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 1,971,277 As of September 30, 2023 and December 31, 2022, the Company had a majority interest in BioSig AI of 84.5 100.0 A reconciliation of ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc. non-controlling loss attributable to the Company: BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) Net income (loss) attributable to the non-controlling interest for the three months ended September 30, 2023 (000’s): SCHEDULE OF NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net income (loss) $ 1,863 $ (389 ) $ 1,474 Average Non-Controlling interest percentage of profit/losses 31 % 15 % 35 % Net income (loss) attributable to non-controlling interest $ 576 $ (59 ) $ 517 Net loss attributable to the non-controlling interest for the three months ended September 30, 2022 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net loss $ (364 ) $ (1 ) $ (365 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (113 ) $ 0 $ (113 ) Net income (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 income (loss) $ 1,583 $ (407 ) $ 1,176 Average Non-Controlling interest percentage of profit/losses 31 % 15 % 37 % Net income (loss) attributable to non-controlling interest $ 489 $ (59 ) $ 430 Net loss attributable to the non-controlling interest for the nine months ended September 30, 2022 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net Loss $ (549 ) $ (1 ) $ (550 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (172 ) $ 0 $ (172 ) Net income (loss) attributable to non-controlling interest $ (172 ) $ 0 $ (172 ) The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2023 (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, 2023 $ (21 ) $ 0 $ (21 ) Allocation of equity to non-controlling interest due to sale of subsidiary stock - 296 296 Allocation of equity to non-controlling interest due to equity-based compensation issued (600 ) - (600 ) Net income (loss) attributable to non-controlling interest $ 489 $ (59 ) $ 430 Balance, September 30, 2023 $ (132 ) $ 237 $ 105 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 COMMITMENTS AND CONTINGENCIES Licensing agreements Master Services Agreement On January 1, 2022, the Company entered into a master services agreement with Access Strategy Partners Incorporated (“ASPI”) whereby ASPI will provide commercial executives assigned with specific customer targets and develop sales and marketing plans that are mutually agreed to between ASPI and the Company and assist in their execution. The agreement expires two years from the effective date, with an additional one year extension option. The Company is obligated to pay ASPI: i) a monthly service fee of $ 40,000 10 120 80 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 2 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 0 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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 In connection with the Tools Agreement, the Company agreed to pay Mayo an upfront consideration of $ 100,000 550,000 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 75,000 0 Trek Therapeutics, PBC In the event of sublicensing, sale, transfer, assignment or similar transaction, ViralClear agreed to pay Trek 10 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 5 6 0 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. BioSig AI is obligated to pay Reified a monthly consulting fee of $ 30,000 60,000 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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, 2023, the Company charged operations $ 56,078 185,815 57,044 192,572 Purchase commitments As of September 30, 2023, the Company had aggregate purchase commitments of approximately $ 2,554,136 Litigation The Company is 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. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 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), BioSig AI Sciences, Inc. and ViralClear Pharmaceuticals, Inc. Information concerning the operations of the Company’s reportable segments is as follows: SCHEDULE OF SEGMENT REPORTING Three Months (000’s) Three Months (000’s) Nine Months (000’s) Nine Months (000’s) Revenues (from external customers) BioSig $ 1 $ 135 $ 6 $ 151 ViralClear - - - - BioSig AI - - - - Revenues $ 1 $ 135 $ 6 $ 151 Three Months (000’s) Three Months (000’s) Nine Months (000’s) Nine Months (000’s) Operating Expenses: BioSig $ 5,526 $ 6,226 $ 23,527 $ 19,836 ViralClear (1,863 ) 364 (1,583 ) 549 BioSig AI 389 1 407 3 Operating Expenses $ 4,052 $ 6,591 $ 22,351 $ 20,388 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) Three Months (000’s) Three Months (000’s) Nine Months (000’s) Nine Months (000’s) Loss from Operations BioSig $ (5,525 ) $ (6,121 ) $ (23,521 ) $ (19,715 ) ViralClear 1,863 (364 ) 1,583 (549 ) BioSig AI (389 ) (1 ) (407 ) (3 ) Loss from Operations $ (4,051 ) $ (6,486 ) $ (22,345 ) $ (20,267 ) September 30, 2023 (000’s) December 31, 2022 (000’s) Total Assets BioSig $ 3,135 $ 4,051 ViralClear 12 49 BioSig AI 7 10 Total Assets $ 3,154 $ 4,110 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 RELATED PARTY TRANSACTIONS Accounts payable and accrued expenses include due to related parties comprised primarily director fees and travel reimbursements. Due to related parties as of September 30, 2023 and December 31, 2022 was $ 0 120,000 During the three and nine months ended September 30, 2023, the Company’s Chief Financial Officer participated in the Company’s 2023 PIPES, acquiring 232,882 116,441 0.7963 August 8, 2028 200,000 During the three and nine months ended September 30, 2023 and 2022, the Company’s former Chief Financial Officer guaranteed issued corporate credit cards for no consideration. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 SUBSEQUENT EVENTS Equity Transactions On October 4, 2023, the Company issued 2,500 On October 12, 2023, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company sold to the investors 1,129,996 0.52876 564,998 0.46626 five and one-half 597,497 84,750 0.46626 five and one-half From October 26, 2023 through October 31, 2023, the Company sold 209,314 84,916 2,655 In October 2023, the Company issued an aggregate of 525,000 282,073 The Company terminated the Ascendiant Sales Agreement with Ascendant, effective as of November 6, 2023. On November 8, 2023, the Company granted 15,000 ten years one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning November 8, 2024 for two years. Registered Direct Offering On November 8, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company sold in a registered direct offering 6,996,922 6,996,922 6,996,922 0.3573 2.5 295,950 0.3573 0.125 November 13, 2028 May 13, 2025 Pursuant to the engagement agreement entered into between the Company and H.C. Wainwright & Co., LLC as placement agent (“Wainwright”), the Company agreed to pay to Wainwright, or its designees, (1) fees equal to 8.0% 489,785 7.0% 0.4466 125 50,000 15,950 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed 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 and lease of its medical device, the PURE EP™ Platform, and well as related support and maintenance services and software upgrades in connection with the device. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 842, Leases Revenue from Contracts with Customers 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. 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 upgrades are performance obligations over a defined period and are recognized ratably over the contractual service period. Customers typically purchase these services with the initial sale of the PURE EP Platform and do not have the right to terminate their contracts unless we fail to perform material obligations. The Company may execute more than one contract with a single customer. If so, it is evaluated whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables, if any, include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenue includes payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company’s unconditional right to consideration for goods and services transferred to the customer is included in accounts receivable, net (if any) in the Company’s consolidated balance sheet. In 2022, the Company entered two leases for our PURE EP Platform at a rate of $ 4,333 30 one year BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) 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 A reconciliation of contract liabilities with customers for the nine months ended September 30, 2023 and 2022, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Nine months ended September 30, 2023: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at September 30, 2023 (000’s) Service revenue $ 5 $ 1 $ (6 ) $ - Nine months ended September 30, 2022: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at September 30, 2022 (000’s) Service revenue $ 37 $ - $ (24 ) $ 13 The table below summarizes our deferred revenue as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED REVENUE September 30, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 The Company had one customer which accounts for 100 84 16 The Company had one customer which accounts for approximately 94 84 16 At September 30, 2023, the Company had three customers representing 35.6 33.6 30.8 At December 31, 2022, the Company had two customers representing 52.2 47.8 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, 2023 and 2022. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) |
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 the Company have deemed to be the contract term. The table below summarizes the deferred commission costs as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED COSTS September 30, 2023 (000’s) December 31, 2022 (000’s) Deferred costs-current $ 5 $ - Deferred costs-noncurrent - - Total deferred costs $ 5 $ - |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of the delivered cost of our medical device(s) sold or leased under a sales-type lease. |
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 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, 2023 and December 31, 2022, deposits in excess of FDIC limits were $ 0.2 0.05 |
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, 2023 (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. |
Inventory | Inventory The inventory is comprised of finished goods available for sale and are stated at the lower of cost or net realizable value using specific identification method for serial numbered inventory and first-in, first-out method for all other inventory for valuation. The inventory September 30, 2023 and December 31, 2022 was comprised of the following: SCHEDULE OF INVENTORY September 30, 2023 (000’s) December 31, 2022 (000’s) Finished goods $ 1,526 $ 1,477 Less: Inventory reserve (1,307 ) - Finished goods, net 219 1,477 Finished goods-short term 219 336 Finished goods-long term $ - $ 1,141 During the nine months ended September 30, 2023, the Company recorded an allowance for inventory for $ 1,307 |
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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) |
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 5 |
Other Assets: | Other Assets: Other assets are comprised of the following: SCHEDULE OF OTHER ASSETS September 30, 2023 (000’s) December 31, 2022 (000’s) Vendor deposits $ 643 $ - Security deposits 43 43 Trademarks 1 1 Total other assets $ 687 $ 44 |
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. 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 and 2022. |
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 $ 1.1 3.9 1.7 4.7 |
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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) The computation of basic and diluted loss per share as of September 30, 2023 and 2022 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 ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2023 September 30, 2022 Series C convertible preferred stock 634,391 255,269 Options to purchase common stock 5,304,651 4,735,484 Warrants to purchase common stock 12,349,645 3,649,123 Restricted stock units to acquire common stock 812,500 190,000 Totals 19,101,187 8,829,876 |
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. |
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 4,751 14,354 4,751 14,354 |
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. BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) |
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 12 – 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 84.48 30.92 15.52 |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses : Measurement of Credit Losses on Financial Instruments 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and 2022, are presented below: SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS Nine months ended September 30, 2023: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at September 30, 2023 (000’s) Service revenue $ 5 $ 1 $ (6 ) $ - Nine months ended September 30, 2022: Balance at December 31, (000’s) Consideration Received (000’s) Recognized in Revenue (000’s) Balance at September 30, 2022 (000’s) Service revenue $ 37 $ - $ (24 ) $ 13 |
SCHEDULE OF DEFERRED REVENUE | The table below summarizes our deferred revenue as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED REVENUE September 30, 2023 (000’s) December 31, 2022 (000’s) Deferred revenue-current $ - $ 5 Deferred revenue-noncurrent - - Total deferred revenue $ - $ 5 |
SCHEDULE OF DEFERRED COSTS | The table below summarizes the deferred commission costs as of September 30, 2023 and December 31, 2022: SCHEDULE OF DEFERRED COSTS September 30, 2023 (000’s) December 31, 2022 (000’s) Deferred costs-current $ 5 $ - Deferred costs-noncurrent - - Total deferred costs $ 5 $ - |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY September 30, 2023 (000’s) December 31, 2022 (000’s) Finished goods $ 1,526 $ 1,477 Less: Inventory reserve (1,307 ) - Finished goods, net 219 1,477 Finished goods-short term 219 336 Finished goods-long term $ - $ 1,141 |
SCHEDULE OF OTHER ASSETS | Other assets are comprised of the following: SCHEDULE OF OTHER ASSETS September 30, 2023 (000’s) December 31, 2022 (000’s) Vendor deposits $ 643 $ - Security deposits 43 43 Trademarks 1 1 Total other assets $ 687 $ 44 |
SCHEDULE OF ANTIDILUTIVE 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 ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2023 September 30, 2022 Series C convertible preferred stock 634,391 255,269 Options to purchase common stock 5,304,651 4,735,484 Warrants to purchase common stock 12,349,645 3,649,123 Restricted stock units to acquire common stock 812,500 190,000 Totals 19,101,187 8,829,876 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment as of September 30, 2023 and December 31, 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 (000’s) December 31, 2022 (000’s) Computer equipment $ 527 $ 397 Furniture and fixtures 109 109 Manufacturing equipment 372 372 Testing/Demo equipment 356 304 Leasehold improvements 84 84 Total 1,448 1,266 Less accumulated depreciation (855 ) (601 ) Property and equipment, net $ 593 $ 665 |
RIGHT TO USE ASSETS AND LEASE_2
RIGHT TO USE ASSETS AND LEASE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SCHEDULE OF RIGHT TO USE ASSETS | Right to use assets is summarized below: SCHEDULE OF RIGHT TO USE ASSETS September 30, 2023 (000’s) December 31, 2022 (000’s) Right to use asset $ 995 $ 995 Less accumulated amortization (508 ) (290 ) Right to use assets, net $ 487 $ 705 |
SCHEDULE OF LEASE LIABILITY | Lease liability is summarized below: SCHEDULE OF LEASE LIABILITY September 30, 2023 (000’s) December 31, 2022 (000’s) Total lease liability $ 532 $ 765 Less: short term portion (339 ) (313 ) Long term portion $ 193 $ 452 |
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, 2023 $ 90 Year ended December 31, 2024 370 Year ended December 31, 2025 106 Total 566 Less: Present value discount (34 ) Lease liability $ 532 |
Operating Lease [Member] | |
SCHEDULE OF LEASE LIABILITY | Lease expense for the three months ended September 30, 2023 and 2022 was comprised of the following: SCHEDULE OF LEASE LIABILITY September 30, 2023 (000’s) September 30, 2022 (000’s) Operating lease expense $ 84 $ 78 Short-term lease expense 8 10 Variable lease expense 4 29 Total $ 96 $ 117 Lease expense for the nine months ended September 30, 2023 and 2022 was comprised of the following: September 30, 2023 (000’s) September 30, 2022 (000’s) Operating lease expense $ 252 $ 244 Short-term lease expense 22 28 Variable lease expense 7 61 Total $ 281 $ 333 |
LEASE RECEIVABLES (Tables)
LEASE RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Lease Receivables | |
SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS | A reconciliation of lease receivables with customers for the nine months ended September 30, 2023 and 2022 are presented below: BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS 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, (000’s) Contract asset $ 221 $ - $ (81 ) $ 2 $ 3 $ 145 Less current portion (101 ) - (1 ) - - (102 ) Noncurrent portion $ 120 $ - $ (82 ) 2 $ 3 $ 43 Nine months ended September 30, 2022: Balance at December 31, 2021 (000’s) Recognized in Revenue (000’s) Invoiced to Customer (000’s) Interest Earned (000’s) Balance at September 30, (000’s) Contract asset $ - $ 127 $ (13 ) $ - $ 114 Less current portion - (50 ) - - (50 ) Noncurrent portion $ - $ 77 $ (13 ) - $ 64 |
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, 2023 $ 26 Year ended December 31, 2024 104 Year ended December 31, 2025 13 Present value of unguaranteed residual assets 3 Total 146 Less: Present value discount (1 ) Net investment in leases $ 145 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE | Accounts payable and accrued expenses at September 30, 2023 and December 31, 2022 consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE September 30, 2023 (000’s) December 31, 2022 (000’s) Accrued accounting and legal $ 1,303 $ 646 Accrued reimbursements and travel 25 33 Accrued consulting 527 546 Accrued research and development expenses 601 625 Accrued marketing 281 256 Accrued office and other 141 220 Accrued payroll 592 513 Accrued settlement related to arbitration - 13 Accounts payable and accrued expenses $ 3,470 $ 2,852 |
OPTIONS, RESTRICTED STOCK UNI_2
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SCHEDULE OF STOCK OPTIONS | The following table presents information related to stock options at September 30, 2023: SCHEDULE OF STOCK OPTIONS Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ Under 1.00 351,000 8.9 288,247 1.00 1.99 2,076,500 9.1 592,485 2.00 2.99 855,375 8.1 709,121 3.00 3.99 367,466 3.0 367,466 4.00 4.99 975,916 4.9 940,055 5.00 5.99 144,132 5.9 139,538 6.00 6.99 336,542 4.0 336,542 7.00 7.99 157,720 5.0 157,720 Over 8.00 40,000 6.6 40,000 5,304,651 7.2 3,571,174 Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.00 25,000 0.75 25,000 |
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, 2023 is as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,555,484 $ 3.49 6.7 $ 3,000 Grants 1,229,500 $ 1.33 10.0 $ - Forfeited/expired (480,333 ) $ 4.47 Outstanding at September 30, 2023 5,304,651 $ 2.90 7.2 $ 13,395 Exercisable at September 30, 2023 3,571,174 $ 3.59 6.2 $ 13,395 |
SCHEDULE OF FAIR VALUE OF OPTIONS | The following assumptions were used in determining the fair value of options during the nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE OF OPTIONS Risk-free interest rate 3.32 4.06 % Dividend yield 0 % Stock price volatility 94.44 97.56 % Expected life 5.5 6.0 Weighted average grant date fair value $ 1.03 |
SCHEDULE OF INFORMATION RELATED TO WARRANTS | The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig at September 30, 2023: SCHEDULE OF OUTSTANDING WARRANTS Exercise Number Expiration Price Outstanding Date $ 0.4066 250,000 November 2032 $ 0.4455 1,130,012 June 2028 $ 0.4925 563,042 March 2029 $ 0.4929 769,896 March 2029 $ 0.5136 1,160,372 July 2028 $ 0.7181 957,596 July 2028 $ 0.7502 98,436 July 2028 $ 0.7963 883,206 August 2028 $ 0.9000 217,083 June 2027 $ 0.9596 843,884 January 2029 $ 1.0099 191,154 August 2028 $ 1.0260 517,030 September 2028 $ 1.0468 842,881 September 2028 $ 1.1300 404,089 October 2028 $ 1.3280 961,924 November 2028 $ 1.4000 1,740,130 September 2025 $ 4.8000 250,000 February 2025 to July 2026 $ 6.1600 568,910 November 2027 12,349,645 |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 4,217,111 $ 1.89 4.3 $ 3,960 Issued 8,193,510 $ 0.84 5.2 - Exercised (60,976 ) $ 0.41 - - Outstanding at September 30, 2023 12,349,645 $ 1.20 4.6 $ - Vested and expected to vest at September 30, 2023 12,349,645 $ 1.20 4.6 $ 70,170 Exercisable at September 30, 2023 8,806,810 $ 1.32 4.3 $ 70,170 |
SCHEDULE OF RESTRICTED STOCK ACTIVITY | The following table summarizes the restricted stock activity for the nine months ended September 30, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted shares issued as of January 1, 2023 239,584 Granted 872,500 Vested and issued (299,584 ) Vested restricted shares as of September 30, 2023 - Unvested restricted shares as of September 30, 2023 812,500 |
Bio Sig AI Sciences Inc [Member] | |
SCHEDULE OF INFORMATION RELATED TO WARRANTS | The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig AI at September 30, 2023: SCHEDULE OF INFORMATION RELATED TO WARRANTS Exercise Number Expiration Price Outstanding Date $ 1.00 130,500 June-July 2028 |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Outstanding at December 31, 2022 - - - Issued 130,500 $ 1.00 5.0 Outstanding at September 30, 2023 130,500 $ 1.00 5.0 Vested and expected to vest at September 30, 2023 130,500 $ 1.00 5.0 Exercisable at September 30, 2023 130,500 $ 1.00 5.0 |
Viral Clear Pharmaceuticals Inc [Member] | |
SCHEDULE OF INFORMATION RELATED TO WARRANTS | The following table presents information related to warrants (ViralClear) at September 30, 2023: SCHEDULE OF INFORMATION RELATED TO 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, 2023: SCHEDULE OF RESTRICTED STOCK ACTIVITY Total restricted shares outstanding at September 30, 2023: 1,078,679 Comprised of: Vested restricted shares as of September 30, 2023 678,679 Unvested restricted shares as of September 30, 2023 400,000 Total 1,078,679 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
SCHEDULE OF NON-CONTROLLING INTEREST | Net income (loss) attributable to the non-controlling interest for the three months ended September 30, 2023 (000’s): SCHEDULE OF NON-CONTROLLING INTEREST ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net income (loss) $ 1,863 $ (389 ) $ 1,474 Average Non-Controlling interest percentage of profit/losses 31 % 15 % 35 % Net income (loss) attributable to non-controlling interest $ 576 $ (59 ) $ 517 Net loss attributable to the non-controlling interest for the three months ended September 30, 2022 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net loss $ (364 ) $ (1 ) $ (365 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (113 ) $ 0 $ (113 ) Net income (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 income (loss) $ 1,583 $ (407 ) $ 1,176 Average Non-Controlling interest percentage of profit/losses 31 % 15 % 37 % Net income (loss) attributable to non-controlling interest $ 489 $ (59 ) $ 430 Net loss attributable to the non-controlling interest for the nine months ended September 30, 2022 (000’s): ViralClear Pharmaceuticals, Inc. (000’s) BioSig AI Sciences, Inc. (000’s) Total (000’s) Net Loss $ (549 ) $ (1 ) $ (550 ) Average Non-Controlling interest percentage of profit/losses 31 % 0 % 31 % Net loss attributable to non-controlling interest $ (172 ) $ 0 $ (172 ) Net income (loss) attributable to non-controlling interest $ (172 ) $ 0 $ (172 ) |
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST | The following table summarizes the changes in non-controlling interest for the nine months ended September 30, 2023 (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, 2023 $ (21 ) $ 0 $ (21 ) Allocation of equity to non-controlling interest due to sale of subsidiary stock - 296 296 Allocation of equity to non-controlling interest due to equity-based compensation issued (600 ) - (600 ) Net income (loss) attributable to non-controlling interest $ 489 $ (59 ) $ 430 Balance, September 30, 2023 $ (132 ) $ 237 $ 105 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 (000’s) Three Months (000’s) Nine Months (000’s) Nine Months (000’s) Revenues (from external customers) BioSig $ 1 $ 135 $ 6 $ 151 ViralClear - - - - BioSig AI - - - - Revenues $ 1 $ 135 $ 6 $ 151 Three Months (000’s) Three Months (000’s) Nine Months (000’s) Nine Months (000’s) Operating Expenses: BioSig $ 5,526 $ 6,226 $ 23,527 $ 19,836 ViralClear (1,863 ) 364 (1,583 ) 549 BioSig AI 389 1 407 3 Operating Expenses $ 4,052 $ 6,591 $ 22,351 $ 20,388 BIOSIG TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2023 (unaudited) Three Months (000’s) Three Months (000’s) Nine Months (000’s) Nine Months (000’s) Loss from Operations BioSig $ (5,525 ) $ (6,121 ) $ (23,521 ) $ (19,715 ) ViralClear 1,863 (364 ) 1,583 (549 ) BioSig AI (389 ) (1 ) (407 ) (3 ) Loss from Operations $ (4,051 ) $ (6,486 ) $ (22,345 ) $ (20,267 ) September 30, 2023 (000’s) December 31, 2022 (000’s) Total Assets BioSig $ 3,135 $ 4,051 ViralClear 12 49 BioSig AI 7 10 Total Assets $ 3,154 $ 4,110 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | |
Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Number of common stock sold | 43,601 | ||
Proceeds from sale of common stock | $ 12,617,000 | $ 5,820,000 | |
Bio Sig AI [Member] | |||
Number of common stock sold | 2,205,000 | ||
Proceeds from sale of common stock | $ 1,971,277 | ||
Viral Clear[Member] | |||
Equity method investment, ownership percentage | 69.08% | ||
Bio Sig AI [Member] | |||
Equity method investment, ownership percentage | 84.50% |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 400 | |
Working capital deficit | 2,900 | |
Net Cash Provided by (Used in) Operating Activities | $ 14,371 | $ 17,591 |
SCHEDULE OF RECONCILIATION OF C
SCHEDULE OF RECONCILIATION OF CONTRACT LIABILITIES WITH CUSTOMERS (Details) - Service [Member] - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Contract with customer, liability | $ 5 | $ 37 | ||
Consideration received | $ 1 | |||
Recognized in revenue | (6) | (24) | ||
Contract with customer, liability | $ 13 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Deferred revenue, current | $ 5 | |
Deferred revenue-noncurrent | ||
Total deferred revenue | $ 5 |
SCHEDULE OF DEFERRED COSTS (Det
SCHEDULE OF DEFERRED COSTS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Deferred costs-current | $ 5 | |
Deferred costs-noncurrent | ||
Total deferred costs | $ 5 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Finished goods | $ 1,526 | $ 1,477 |
Less: Inventory reserve | (1,307) | |
Finished goods, net | 219 | 1,477 |
Finished goods-short term | 219 | 336 |
Finished goods-long term | $ 1,141 |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Vendor deposits | $ 643 | |
Security deposits | 43 | 43 |
Trademarks | 1 | 1 |
Total other assets | $ 687 | $ 44 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Totals | 19,101,187 | 8,829,876 |
Share-Based Payment Arrangement, Option [Member] | ||
Totals | 5,304,651 | 4,735,484 |
Warrant [Member] | ||
Totals | 12,349,645 | 3,649,123 |
Restricted Stock [Member] | ||
Totals | 812,500 | 190,000 |
Series C Preferred Stock [Member] | ||
Totals | 634,391 | 255,269 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 31, 2023 | |
Product Information [Line Items] | |||||||
Operating leases, rent expense | $ 4,333 | ||||||
Term of contract | 30 months | 30 months | |||||
Renewal term of contract | 1 year | 1 year | |||||
Lessor sales type lease discount rate | 2% | 2% | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | $ 0 | |||
Cash, uninsured amount | 200,000 | 200,000 | $ 50,000 | ||||
Allowance for inventory | 1,307 | 1,307 | |||||
Research and development | 1,145,000 | $ 1,733,000 | 3,916,000 | 4,701,000 | |||
Amortization | $ 4,751 | $ 4,751 | $ 14,354 | $ 14,354 | |||
Viral Clear[Member] | |||||||
Product Information [Line Items] | |||||||
Subsidiary, ownership percentage, parent | 69.08% | 69.08% | |||||
Subsidiary, ownership percentage, noncontrolling owner | 30.92% | 30.92% | |||||
Bio Sig AI [Member] | |||||||
Product Information [Line Items] | |||||||
Subsidiary, ownership percentage, parent | 84.48% | 84.48% | 84.50% | ||||
Subsidiary, ownership percentage, noncontrolling owner | 15.52% | 15.52% | |||||
Patents [Member] | |||||||
Product Information [Line Items] | |||||||
Finite-lived intangible asset, useful life | 20 years | 20 years | |||||
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 | |||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 100% | 94% | |||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 35.60% | 52.20% | |||||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 84% | 84% | 16% | 16% | |||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 33.60% | 47.80% | |||||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Product Information [Line Items] | |||||||
Concentration risk, percentage | 30.80% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,448 | $ 1,266 |
Less accumulated depreciation | (855) | (601) |
Property and equipment, net | 593 | 665 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 527 | 397 |
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 | 372 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 356 | 304 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 84 | $ 84 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 87,338 | $ 79,312 | $ 253,486 | $ 195,937 |
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 |
SCHEDULE OF RIGHT TO USE ASSETS
SCHEDULE OF RIGHT TO USE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right To Use Assets And Lease Liability | ||
Right to use asset | $ 995 | $ 995 |
Less accumulated amortization | (508) | (290) |
Right to use assets, net | $ 487 | $ 705 |
SCHEDULE OF LEASE LIABILITY (De
SCHEDULE OF LEASE LIABILITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Right To Use Assets And Lease Liability | |||||
Total lease liability | $ 532 | $ 532 | $ 765 | ||
Less: short term portion | (339) | (339) | (313) | ||
Long term portion | 193 | 193 | $ 452 | ||
Operating lease expense | 84 | $ 78 | 252 | $ 244 | |
Short-term lease expense | 8 | 10 | 22 | 28 | |
Variable lease expense | 4 | 29 | 7 | 61 | |
Total | $ 96 | $ 117 | $ 281 | $ 333 |
SCHEDULE OF MATURITY ANALYSIS U
SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right To Use Assets And Lease Liability | ||
Year ended December 31, 2023 | $ 90 | |
Year ended December 31, 2024 | 370 | |
Year ended December 31, 2025 | 106 | |
Total | 566 | |
Less: Present value discount | (34) | |
Lease liability | $ 532 | $ 765 |
RIGHT TO USE ASSETS AND LEASE_3
RIGHT TO USE ASSETS AND LEASE LIABILITY (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) Integer | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Number of leases | Integer | 2 | ||||||
Operating lease expense | $ 4,333 | $ 95,964 | $ 116,725 | $ 280,541 | $ 333,071 | ||
Minimum [Member] | Building [Member] | |||||||
Operating lease expense | $ 29,500 | $ 28,951 |
SCHEDULE OF RECONCILIATION OF L
SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Balance | $ 221 | |
Recognized in Revenue | 127 | |
Invoiced to Customer | (81) | (13) |
Interest Earned | 2 | |
Unguaranteed Residual Assets | 3 | |
Balance | 145 | 114 |
Balance | (221) | |
Balance | (145) | (114) |
Recognized in Revenue | (127) | |
Other Current Assets [Member] | ||
Balance | 101 | |
Recognized in Revenue | 50 | |
Invoiced to Customer | (1) | |
Interest Earned | ||
Unguaranteed Residual Assets | ||
Balance | 102 | 50 |
Balance | (101) | |
Balance | (102) | (50) |
Recognized in Revenue | (50) | |
Other Noncurrent Assets [Member] | ||
Balance | 120 | |
Recognized in Revenue | 77 | |
Invoiced to Customer | (82) | (13) |
Interest Earned | 2 | |
Unguaranteed Residual Assets | 3 | |
Balance | 43 | 64 |
Balance | (120) | |
Balance | (43) | (64) |
Recognized in Revenue | $ (77) |
SCHEDULE OF FUTURE CASH FLOWS U
SCHEDULE OF FUTURE CASH FLOWS UNDER LEASE AGREEMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Lease Receivables | ||||
Year ended December 31, 2023 | $ 26 | |||
Year ended December 31, 2024 | 104 | |||
Year ended December 31, 2025 | 13 | |||
Present value of unguaranteed residual assets | 3 | |||
Total | 146 | |||
Less: Present value discount | (1) | |||
Net investment in leases | $ 145 | $ 221 | $ 114 |
LEASE RECEIVABLES (Details Narr
LEASE RECEIVABLES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Lease Receivables | ||||||
Operating lease, expense | $ 4,333 | $ 95,964 | $ 116,725 | $ 280,541 | $ 333,071 | |
Operating lease, term of contract | 30 months | 30 months | ||||
Operating lease, renewal term | 1 year | 1 year | ||||
Discount rate | 2% | 2% |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued accounting and legal | $ 1,303 | $ 646 |
Accrued reimbursements and travel | 25 | 33 |
Accrued consulting | 527 | 546 |
Accrued research and development expenses | 601 | 625 |
Accrued marketing | 281 | 256 |
Accrued office and other | 141 | 220 |
Accrued payroll | 592 | 513 |
Accrued settlement related to arbitration | 13 | |
Accounts payable and accrued expenses | $ 3,470 | $ 2,852 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 25, 2023 | Sep. 24, 2023 | Sep. 15, 2023 | Aug. 15, 2023 | Jun. 26, 2023 | Mar. 27, 2023 | Sep. 06, 2023 | Jul. 19, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 26, 2023 | Dec. 31, 2022 | Sep. 21, 2023 | Aug. 18, 2023 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Deemed preferred stock dividend | $ 17,000 | $ 108,000 | $ 209,682 | |||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common stock, shares, issued | 79,243,833 | 79,243,833 | 54,610,638 | |||||||||||||||||||
Common stock, shares, outstanding | 79,243,833 | 79,243,833 | 54,610,638 | |||||||||||||||||||
Number of shares issued | 300,000 | 260,000 | 8,894,846 | |||||||||||||||||||
Value of shares issued | $ 1,060,740 | |||||||||||||||||||||
Share based compensation | $ 105,000 | |||||||||||||||||||||
Number of shares issued | 43,601 | |||||||||||||||||||||
Number of securities called by warrants or rights | 689,233 | 689,233 | 689,233 | |||||||||||||||||||
Exercise price of warrants | $ 0.8381 | $ 0.8381 | $ 0.8246 | |||||||||||||||||||
Warrants exercisable term | 6 months | |||||||||||||||||||||
Share-based payment award, expiration period | 10 years | 5 years 6 months | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 12,617,000 | $ 5,820,000 | ||||||||||||||||||||
Bio Sig AI [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Ownership percentage | 84.50% | 84.48% | 84.48% | |||||||||||||||||||
Bio Sig AI [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 2,205,000 | |||||||||||||||||||||
Shares issued, price per share | $ 1 | |||||||||||||||||||||
Number of securities called by warrants or rights | 130,500 | |||||||||||||||||||||
Exercise price of warrants | $ 1 | |||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 1,971,277 | |||||||||||||||||||||
Share-based payment award, expiration period | 5 years | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,971,277 | |||||||||||||||||||||
Controlled Equity Offering Sales Agreement [Member] | Cantor Fitzgerald and Co [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 218,810 | |||||||||||||||||||||
Percentage of commission pay to sales agent or principal | 3% | |||||||||||||||||||||
Net deficit | $ (899) | |||||||||||||||||||||
Consideration received after transactional costs | $ 120,430 | |||||||||||||||||||||
At The Market Issuance Sales Agreement [Member] | Ascendiant Capital Markets LLC [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 79,800 | |||||||||||||||||||||
Net deficit | $ (2,004) | |||||||||||||||||||||
Consideration received after transactional costs | $ 48,770 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 30 | |||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | Ascendiant Capital Markets LLC [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Percentage of commission pay to sales agent or principal | 3% | |||||||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 15,008,554 | |||||||||||||||||||||
Shares issued, price per share | $ 0.90 | $ 0.90 | ||||||||||||||||||||
Warrants exercisable term | 6 months | |||||||||||||||||||||
Proceeds from issuance or sale of equity | $ 12,616,584 | |||||||||||||||||||||
Net of transactional expenses | $ 919,864 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 187,500 | |||||||||||||||||||||
Number of shares issued | 299,584 | |||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued for board fees | 88,000 | |||||||||||||||||||||
Share based compensation | $ 104,720 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of securities called by warrants or rights | 7,504,277 | 7,504,277 | ||||||||||||||||||||
Investor [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of securities called by warrants or rights | 7,504,277 | 7,504,277 | ||||||||||||||||||||
Exercise price of warrants | $ 0.84 | $ 0.84 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Deemed preferred stock dividend | ||||||||||||||||||||||
Common stock, shares, outstanding | 79,243,833 | 73,457,375 | 66,857,687 | 45,797,952 | 44,811,880 | 39,559,059 | 79,243,833 | 45,797,952 | 54,610,638 | 35,567,180 | ||||||||||||
Number of shares issued | 1,503,000 | 3,854,346 | 1,167,500 | 567,500 | 1,312,500 | 2,370,000 | ||||||||||||||||
Value of shares issued | $ 7,905,128 | |||||||||||||||||||||
Number of shares issued for board fees | 67,500 | 110,835 | 2,491,249 | 71,250 | 21,250 | 66,249 | ||||||||||||||||
Number of shares issued | 3,917,348 | 2,590,906 | 8,500,300 | 4,341,667 | 2,613,130 | |||||||||||||||||
Number of shares issued | 298,610 | 914,822 | 322,404 | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 200 | 200 | 200 | |||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 600 | 600 | 600 | |||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 4,200 | 4,200 | 4,200 | |||||||||||||||||||
Preferred stock, shares issued | 105 | 105 | 105 | |||||||||||||||||||
Preferred stock, shares outstanding | 105 | 105 | 105 | |||||||||||||||||||
Preferred stock, redemption price per share | $ 0.25 | $ 0.25 | $ 2.27 | |||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,400 | 1,400 | 1,400 | |||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000 | 1,000 | 1,000 | |||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Preferred Stock, Shares Authorized | 200,000 | 200,000 | 200,000 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of Options Outstanding | 5,304,651 | 4,555,484 |
Number of Options Outstanding Weighted Average Remaining Life | 7 years 2 months 12 days | 6 years 8 months 12 days |
Number of Options Outstanding Options Exercisable | 3,571,174 | |
Options Under 1.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 1 | |
Number of Options Outstanding | 351,000 | |
Number of Options Outstanding Weighted Average Remaining Life | 8 years 10 months 24 days | |
Number of Options Outstanding Options Exercisable | 288,247 | |
Options 1.00 To 1.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 1 | |
Number of Options Outstanding | 2,076,500 | |
Number of Options Outstanding Weighted Average Remaining Life | 9 years 1 month 6 days | |
Number of Options Outstanding Options Exercisable | 592,485 | |
Options Outstanding, Exercise Price | $ 1.99 | |
Options 2.00 To 2.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 2 | |
Number of Options Outstanding | 855,375 | |
Number of Options Outstanding Weighted Average Remaining Life | 8 years 1 month 6 days | |
Number of Options Outstanding Options Exercisable | 709,121 | |
Options Outstanding, Exercise Price | $ 2.99 | |
Options 3.00 To 3.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 3 | |
Number of Options Outstanding | 367,466 | |
Number of Options Outstanding Weighted Average Remaining Life | 3 years | |
Number of Options Outstanding Options Exercisable | 367,466 | |
Options Outstanding, Exercise Price | $ 3.99 | |
Options 4.00 To 4.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 4 | |
Number of Options Outstanding | 975,916 | |
Number of Options Outstanding Weighted Average Remaining Life | 4 years 10 months 24 days | |
Number of Options Outstanding Options Exercisable | 940,055 | |
Options Outstanding, Exercise Price | $ 4.99 | |
Options 5.00 To 5.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 5 | |
Number of Options Outstanding | 144,132 | |
Number of Options Outstanding Weighted Average Remaining Life | 5 years 10 months 24 days | |
Number of Options Outstanding Options Exercisable | 139,538 | |
Options Outstanding, Exercise Price | $ 5.99 | |
Options 6.00 To 6.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 6 | |
Number of Options Outstanding | 336,542 | |
Number of Options Outstanding Weighted Average Remaining Life | 4 years | |
Number of Options Outstanding Options Exercisable | 336,542 | |
Options Outstanding, Exercise Price | $ 6.99 | |
Options 7.00 To 7.99 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 7 | |
Number of Options Outstanding | 157,720 | |
Number of Options Outstanding Weighted Average Remaining Life | 5 years | |
Number of Options Outstanding Options Exercisable | 157,720 | |
Options Outstanding, Exercise Price | $ 7.99 | |
Options Over 8.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price | $ 8 | |
Number of Options Outstanding | 40,000 | |
Number of Options Outstanding Weighted Average Remaining Life | 6 years 7 months 6 days | |
Number of Options Outstanding Options Exercisable | 40,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Outstanding shares | 4,555,484 | |
Weighted Average Exercise Price Outstanding | $ 3.49 | |
Weighted-Average Remaining Contractual Term | 7 years 2 months 12 days | 6 years 8 months 12 days |
Outstanding Aggregate Intrinsic Value | $ 3,000 | |
Grants | 1,229,500 | |
Weighted Average Exercise Price Grants | $ 1.33 | |
Weighted average remaining contractual term | 10 years | |
Outstanding Aggregate Intrinsic Value | ||
Forfeited/expired | (480,333) | |
Weighted Average Exercise Price Forfeited/expired | ||
Outstanding shares | 5,304,651 | 4,555,484 |
Weighted Average Exercise Price Outstanding | $ 2.90 | $ 3.49 |
Outstanding Aggregate Intrinsic Value | $ 13,395 | $ 3,000 |
Outstanding shares Exercisable | 3,571,174 | |
Weighted Average Exercise Price Outstanding | $ 3.59 | |
Weighted-Average Remaining Contractual Term | 6 years 2 months 12 days | |
Outstanding Exercisable Aggregate Intrinsic Value | $ 13,395 |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTIONS (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Risk-free interest rate | 0% |
Weighted average grant date fair value | $ 1.03 |
Minimum [Member] | |
Risk-free interest rate | 3.32% |
Stock price volatility | 94.44% |
Expected life | 5 years 6 months |
Maximum [Member] | |
Risk-free interest rate | 4.06% |
Stock price volatility | 97.56% |
Expected life | 6 years |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) - $ / shares | Sep. 30, 2023 | Jul. 26, 2023 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.8381 | $ 0.8246 |
Number Outstanding | 12,349,645 | |
Warrants At 0.4066 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.4066 | |
Number Outstanding | 250,000 | |
Expiration date | November 2032 | |
Warrants At 0.4455 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.4455 | |
Number Outstanding | 1,130,012 | |
Expiration date | June 2028 | |
Warrants At 0.4925 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.4925 | |
Number Outstanding | 563,042 | |
Expiration date | March 2029 | |
Warrants At 0.4929 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.4929 | |
Number Outstanding | 769,896 | |
Expiration date | March 2029 | |
Warrants At 0.5136 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.5136 | |
Number Outstanding | 1,160,372 | |
Expiration date | July 2028 | |
Warrants At 0.7181 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.7181 | |
Number Outstanding | 957,596 | |
Expiration date | July 2028 | |
Warrants At 0.7502 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.7502 | |
Number Outstanding | 98,436 | |
Expiration date | July 2028 | |
Warrants At 0.7963 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.7963 | |
Number Outstanding | 883,206 | |
Expiration date | August 2028 | |
Warrants At 0.9000 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.9000 | |
Number Outstanding | 217,083 | |
Expiration date | June 2027 | |
Warrants At 0.9596 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 0.9596 | |
Number Outstanding | 843,884 | |
Expiration date | January 2029 | |
Warrants At 1.0099 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1.0099 | |
Number Outstanding | 191,154 | |
Expiration date | August 2028 | |
Warrants At 1.0260 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1.0260 | |
Number Outstanding | 517,030 | |
Expiration date | September 2028 | |
Warrants At 1.0468 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1.0468 | |
Number Outstanding | 842,881 | |
Expiration date | September 2028 | |
Warrants At 1.1300 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1.1300 | |
Number Outstanding | 404,089 | |
Expiration date | October 2028 | |
Warrants At 1.3280 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1.3280 | |
Number Outstanding | 961,924 | |
Expiration date | November 2028 | |
Warrants At 1.4000 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 1.4000 | |
Number Outstanding | 1,740,130 | |
Expiration date | September 2025 | |
Warrants At 4.8000 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 4.8000 | |
Number Outstanding | 250,000 | |
Expiration date | February 2025 to July 2026 | |
Warrants At 6.1600 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise price | $ 6.1600 | |
Number Outstanding | 568,910 | |
Expiration date | November 2027 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Weighted average remaining contractual term, issued | 5 years 2 months 12 days | |
Weighted-Average Remaining Contractual Term, Outstanding | $ 3,960 | |
Issued | 8,193,510 | |
Exercised | (60,976) | |
Outstanding shares, ending | 12,349,645 | |
Outstanding shares Exercise price | $ 1.20 | |
Weighted average remaining contractual term, outstanding | 4 years 7 months 6 days | |
Weighted average remaining contractual term, warrants vested and expected to vest | 4 years 7 months 6 days | |
Warrants Vested and expected to vest, Aggregate Intrinsic Value | $ 70,170 | |
Weighted average remaining contractual term, exercisable | 4 years 3 months 18 days | |
Warrants Exercisable, Aggregate Intrinsic Value | $ 70,170 | |
Weighted average exercise price, ending | $ 0.8381 | |
Bio Sig AI Sciences Inc [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Outstanding shares, beginning | ||
Weighted average exercise price, beginning | ||
Weighted average remaining contractual term, issued | 5 years | |
Issued | 130,500 | |
Weighted average exercise price, issued | $ 1 | |
Outstanding shares, ending | 130,500 | |
Weighted average remaining contractual term, outstanding | 5 years | |
Warrants vested and expected to vest, shares | 130,500 | |
Weighted average exercise price, warrants vested and expected to vest | $ 1 | |
Weighted average remaining contractual term, warrants vested and expected to vest | 5 years | |
Warrants exercisable, shares | 130,500 | |
Weighted average exercise price, exercisable | $ 1 | |
Weighted average remaining contractual term, exercisable | 5 years | |
Weighted average exercise price, ending | $ 1 | |
Bio Sig AI [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Outstanding shares, beginning | 4,217,111 | |
Weighted average exercise price, beginning | $ 1.89 | |
Weighted average remaining contractual term, issued | 4 years 3 months 18 days | |
Weighted average exercise price, issued | $ 0.84 | |
Outstanding shares Exercise price Exercised | $ 0.41 | |
Outstanding shares, ending | 12,349,645 | |
Warrants vested and expected to vest, shares | 12,349,645 | |
Weighted average exercise price, warrants vested and expected to vest | $ 1.20 | |
Warrants exercisable, shares | 8,806,810 | |
Weighted average exercise price, exercisable | $ 1.32 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Restricted Stock Units (RSUs) [Member] - shares | 9 Months Ended | |
Jan. 29, 2023 | Sep. 30, 2023 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Total restricted shares outstanding | 239,584 | |
Granted | 125,000 | 872,500 |
Vested and issued | (299,584) | |
Total | ||
Unvested restricted shares | 812,500 | |
Viral Clear Pharmaceuticals Inc [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Total restricted shares outstanding | 1,078,679 | |
Total | 1,078,679 | |
Unvested restricted shares | 400,000 | |
Vested restricted shares | 678,679 |
SCHEDULE OF INFORMATION RELATED
SCHEDULE OF INFORMATION RELATED TO WARRANTS (Details) - $ / shares | Sep. 30, 2023 | Jul. 31, 2023 | Jul. 26, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsidiary or Equity Method Investee [Line Items] | |||||
Exercise price | $ 0.8381 | $ 0.8246 | |||
Number Outstanding | 12,349,645 | ||||
Viral Clear Pharmaceuticals Inc [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number Outstanding | 480,347 | ||||
Bio Sig AI Sciences Inc [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Exercise price | $ 1 | $ 1 | $ 1 | ||
Number Outstanding | 130,500 | ||||
Expiration date | June-July 2028 | ||||
Range One [Member] | Viral Clear Pharmaceuticals Inc [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Exercise price | $ 5 | ||||
Number Outstanding | 473,772 | ||||
Expiration date | November 2027 | ||||
Range Two [Member] | Viral Clear Pharmaceuticals Inc [Member] | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Exercise price | $ 10 | ||||
Number Outstanding | 6,575 | ||||
Expiration date | May 2025 |
OPTIONS, RESTRICTED STOCK UNI_3
OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 24, 2023 | Aug. 15, 2023 | Jun. 26, 2023 | Mar. 27, 2023 | Jan. 29, 2023 | Sep. 24, 2019 | Jul. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 26, 2023 | Dec. 31, 2022 | Dec. 27, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Restricted stock units to purchase up | 1,229,500 | ||||||||||||||||||
Exercise price | $ 0.4893 | ||||||||||||||||||
Weighted average exercise price | $ 1.33 | ||||||||||||||||||
Weighted average remaining contractual term | 10 years | ||||||||||||||||||
Weighted average remaining vesting contractual term | 10 years | ||||||||||||||||||
Options vesting fair value | $ 502,662 | $ 416,906 | $ 1,142,185 | $ 1,423,292 | |||||||||||||||
Compensation expense | $ 1,391,743 | $ 1,391,743 | |||||||||||||||||
Weighted average period term | 7 months 9 days | ||||||||||||||||||
Warrants outstanding | 689,233 | 689,233 | 689,233 | ||||||||||||||||
Exercise price | $ 0.8381 | $ 0.8381 | $ 0.8246 | ||||||||||||||||
Sale of common stock under At-the-market offering, shares | 43,601 | ||||||||||||||||||
Stock price | $ 0.4893 | $ 0.4893 | |||||||||||||||||
Services, shares | 300,000 | 260,000 | 8,894,846 | ||||||||||||||||
Services, fair value | $ 190,920 | $ 301,600 | $ 937,000 | $ 4,811,000 | $ 1,097,000 | $ 483,000 | $ 1,601,000 | ||||||||||||
Vesting year | vesting quarterly over one year | vesting quarterly over one year | |||||||||||||||||
Share based compensation | $ 172,717 | 105,092 | $ 379,243 | 246,633 | |||||||||||||||
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 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. | ||||||||||||||||||
Expire years | 10 years | 5 years 6 months | |||||||||||||||||
Shares remaining | 2,650,071 | ||||||||||||||||||
Number of Options Outstanding | 5,304,651 | 5,304,651 | 4,555,484 | ||||||||||||||||
Number of Options Outstanding Weighted Average Remaining Life | 7 years 2 months 12 days | 6 years 8 months 12 days | |||||||||||||||||
Number of Options Outstanding Options Exercisable | 3,571,174 | 3,571,174 | |||||||||||||||||
Viral Clear Pharmaceuticals Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Options Outstanding, Exercise Price | $ 5 | ||||||||||||||||||
Number of Options Outstanding | 25,000 | 25,000 | |||||||||||||||||
Number of Options Outstanding Weighted Average Remaining Life | 9 months | ||||||||||||||||||
Number of Options Outstanding Options Exercisable | 25,000 | 25,000 | |||||||||||||||||
Bio Sig AI Sciences Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Exercise price | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||||||||||||||
Expire years | 5 years | 5 years | |||||||||||||||||
Issued warrants to purchase | 130,500 | 130,500 | 130,500 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Sale of common stock under At-the-market offering, shares | 60,976 | ||||||||||||||||||
Investor [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Warrants outstanding | 7,504,277 | 7,504,277 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Weighted average remaining vesting contractual term | 1 year | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Weighted average remaining vesting contractual term | 3 years | ||||||||||||||||||
Employee [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Restricted stock units to purchase up | 1,229,500 | ||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Viral Clear Pharmaceuticals Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock-based compensation relating to restricted stock remains unamortized | $ 0 | $ 0 | |||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Viral Clear Pharmaceuticals Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share based compensation | $ 0 | $ 0 | $ 0 | $ 36,520 | |||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Equity Incentive 2012 Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Number of shares granted | 5,265,945 | ||||||||||||||||||
Shares for future issuance | 626,099 | 626,099 | |||||||||||||||||
Restricted stock units to purchase up | 4,000,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Granted, shares | 125,000 | 872,500 | |||||||||||||||||
Fair value | $ 92,500 | ||||||||||||||||||
Services, shares | 187,500 | ||||||||||||||||||
Services, fair value | $ 223,125 | ||||||||||||||||||
Stock based compensation relating to restricted stock | $ 536,557 | $ 536,557 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Viral Clear Pharmaceuticals Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock-based compensation relating to restricted stock remains unamortized | $ 0 | $ 0 | |||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Viral Clear Pharmaceuticals Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock based compensation expense related to restricted stock unit grants | (1,970,931) | 14,535 | (1,941,861) | (1,086,628) |
SCHEDULE OF NON-CONTROLLING INT
SCHEDULE OF NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net Loss | $ 1,474 | $ (365) | $ 1,176 | $ (550) |
Average Non-Controlling interest percentage of profit/losses | 35% | 31% | 37% | 31% |
Net income (loss) attributable to non-controlling interest | $ 517 | $ (113) | $ 430 | $ (172) |
Viral Clear Pharmaceuticals Inc [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net Loss | $ 1,863 | $ (364) | $ 1,583 | $ (549) |
Average Non-Controlling interest percentage of profit/losses | 31% | 31% | 31% | 31% |
Net income (loss) attributable to non-controlling interest | $ 576 | $ (113) | $ 489 | $ (172) |
Bio Sig AI Sciences Inc [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net Loss | $ (389) | $ (1) | $ (407) | $ (1) |
Average Non-Controlling interest percentage of profit/losses | 15% | 0% | 15% | 0% |
Net income (loss) attributable to non-controlling interest | $ (59) | $ 0 | $ (59) | $ 0 |
SCHEDULE OF CHANGES IN NON-CONT
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Balance, January 1, 2023 | $ (21) | |||
Allocation of equity to non-controlling interest due to sale of subsidiary stock | 296 | |||
Allocation of equity to non-controlling interest due to equity-based compensation issued | (600) | |||
Net income (loss) attributable to non-controlling interest | $ 517 | $ (113) | 430 | $ (172) |
Balance, September 30, 2023 | 105 | 105 | ||
Viral Clear Pharmaceuticals Inc [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Balance, January 1, 2023 | (21) | |||
Allocation of equity to non-controlling interest due to sale of subsidiary stock | ||||
Allocation of equity to non-controlling interest due to equity-based compensation issued | (600) | |||
Net income (loss) attributable to non-controlling interest | 576 | (113) | 489 | (172) |
Balance, September 30, 2023 | (132) | (132) | ||
Bio Sig AI Sciences Inc [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Balance, January 1, 2023 | 0 | |||
Allocation of equity to non-controlling interest due to sale of subsidiary stock | 296 | |||
Allocation of equity to non-controlling interest due to equity-based compensation issued | ||||
Net income (loss) attributable to non-controlling interest | (59) | $ 0 | (59) | $ 0 |
Balance, September 30, 2023 | $ 237 | $ 237 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jul. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||||
Sale of common stock under At-the-market offering, shares | 43,601 | ||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 12,617,000 | $ 5,820,000 | |||
Bio Sig AI Sciences Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Sale of common stock under At-the-market offering, shares | 2,205,000 | 2,205,000 | |||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 1,971,277 | $ 1,971,277 | |||
Viral Clear Pharmaceuticals Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Majority interest | 69.08% | 69.08% | |||
Bio Sig AI Sciences Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Majority interest | 84.50% | 100% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 17, 2023 | Jan. 01, 2022 | Mar. 15, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 20, 2019 | |
Loss Contingencies [Line Items] | ||||||||||
Charged operations | $ 56,078 | $ 57,044 | $ 185,815 | $ 192,572 | ||||||
Aggregate purchase commitments | 2,554,136 | |||||||||
Master Services Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Monthly consulting fee | $ 40,000 | |||||||||
Commission rate | 10% | |||||||||
Accounts payable due | 120 | 120 | $ 80 | |||||||
Twenty Twenty Seventeen Know How License Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accounts payable due | 4 | 4 | 4 | |||||||
Twenty Twenty Seventeen Know How License Agreement [Member] | Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Royalty percentage of net sales | 1% | |||||||||
Twenty Twenty Seventeen Know How License Agreement [Member] | Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Royalty percentage of net sales | 2% | |||||||||
EP Software Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accounts payable due | 0 | 0 | 0 | |||||||
Royalty payments | $ 625,000 | |||||||||
Tools Agreement [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accounts payable due | 0 | 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 | 0 | |||||||
Royalty payments | $ 700,000 | |||||||||
Payments for royalties | $ 75,000 | |||||||||
Trek Therapeutics [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Accounts payable due | 0 | $ 0 | $ 0 | |||||||
Royalty percentage of net sales | 6% | |||||||||
Consideration received percentage | 10% | |||||||||
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] | ||||||||||
Monthly consulting fee | $ 30,000 | |||||||||
Accounts payable due | $ 60,000 | $ 60,000 |
SCHEDULE OF SEGMENT REPORTING (
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 1 | $ 135 | $ 6 | $ 151 | |
Operating Expenses | 4,052 | 6,591 | 22,351 | 20,388 | |
Loss from Operations | (4,051) | (6,486) | (22,345) | (20,267) | |
Total Assets | 3,154 | 3,154 | $ 4,110 | ||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1 | 135 | 6 | 151 | |
Operating Expenses | 5,526 | 6,226 | 23,527 | 19,836 | |
Loss from Operations | (5,525) | (6,121) | (23,521) | (19,715) | |
Total Assets | 3,135 | 3,135 | 4,051 | ||
Viral Clear Pharmaceuticals Inc [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | |||||
Operating Expenses | (1,863) | 364 | (1,583) | 549 | |
Loss from Operations | 1,863 | (364) | 1,583 | (549) | |
Total Assets | 12 | 12 | 49 | ||
Bio Sig AI Sciences Inc [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | |||||
Operating Expenses | 389 | 1 | 407 | 3 | |
Loss from Operations | (389) | $ (1) | (407) | $ (3) | |
Total Assets | $ 7 | $ 7 | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Jul. 26, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Sale of common stock under At-the-market offering, shares | 43,601 | |||
Warrants to acquire | 12,349,645 | 12,349,645 | ||
Exercise price | $ 0.8381 | $ 0.8381 | $ 0.8246 | |
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 0 | $ 0 | $ 120,000 | |
Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sale of common stock under At-the-market offering, shares | 232,882 | 232,882 | ||
Warrants to acquire | 116,441 | 116,441 | ||
Exercise price | $ 0.7963 | $ 0.7963 | ||
Expiring date | Aug. 08, 2028 | Aug. 08, 2028 | ||
Investment | $ 200,000 | $ 200,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | |||||||||||||
Nov. 08, 2023 | Oct. 31, 2023 | Oct. 12, 2023 | Oct. 04, 2023 | Sep. 24, 2023 | Aug. 15, 2023 | Jul. 26, 2023 | Jun. 26, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 26, 2023 | |
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock under At-the-market offering, shares | 43,601 | ||||||||||||||||
Warrant purchase up | 12,349,645 | 12,349,645 | |||||||||||||||
Exercise price | $ 0.8246 | $ 0.8381 | $ 0.8381 | $ 0.8246 | |||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | 5 years 6 months | |||||||||||||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 12,617,000 | $ 5,820,000 | |||||||||||||||
Common stock issued for services, shares | 300,000 | 260,000 | 8,894,846 | ||||||||||||||
Issued aggregate of common stock for services | $ 190,920 | $ 301,600 | $ 937,000 | $ 4,811,000 | $ 1,097,000 | $ 483,000 | $ 1,601,000 | ||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,229,500 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting rights | vesting quarterly over one year | vesting quarterly over one year | |||||||||||||||
Net of expense | $ 237,000 | $ 201,000 | $ 482,000 | $ 438,000 | $ 3,000 | ||||||||||||
Purchase Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 5 years 6 months | ||||||||||||||||
Engagement Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Warrant purchase up | 84,750 | 84,750 | |||||||||||||||
Exercise price | $ 0.46626 | $ 0.46626 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||||||||||||||
Sold, shares | 209,314 | ||||||||||||||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 84,916 | ||||||||||||||||
Transactional costs | $ 2,655 | ||||||||||||||||
Common stock issued for services, shares | 525,000 | ||||||||||||||||
Issued aggregate of common stock for services | $ 282,073 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 15,000 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting rights | one-third vesting on the one-year anniversary and two-thirds vesting quarterly thereafter beginning November 8, 2024 for two years. | ||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock under At-the-market offering, shares | 1,129,996 | ||||||||||||||||
Shares issued per share | $ 0.52876 | ||||||||||||||||
Warrant purchase up | 564,998 | ||||||||||||||||
Exercise price | $ 0.46626 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 5 years 6 months | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 597,497 | ||||||||||||||||
Restricted Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued | 2,500 | ||||||||||||||||
Registered Direct Offering [Member] | Subsequent Event [Member] | Purchase Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock under At-the-market offering, shares | 6,996,922 | ||||||||||||||||
Shares issued per share | $ 0.3573 | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 2,500,000 | ||||||||||||||||
Net of expense | $ 295,950 | ||||||||||||||||
Addition to exercise price | $ 0.125 | ||||||||||||||||
Registered Direct Offering [Member] | Subsequent Event [Member] | Purchase Agreement [Member] | Series A Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock under At-the-market offering, shares | 6,996,922 | ||||||||||||||||
Warrant expired | Nov. 13, 2028 | ||||||||||||||||
Registered Direct Offering [Member] | Subsequent Event [Member] | Purchase Agreement [Member] | Series B Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock under At-the-market offering, shares | 6,996,922 | ||||||||||||||||
Warrant expired | May 13, 2025 | ||||||||||||||||
Registered Direct Offering [Member] | Subsequent Event [Member] | Engagement Agreement [Member] | Wainwright [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Sale of common stock under At-the-market offering, shares | 489,785 | ||||||||||||||||
Exercise price | $ 0.4466 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 7% | ||||||||||||||||
Non accountable expenses | $ 50,000 | ||||||||||||||||
Clearing fees | $ 15,950 | ||||||||||||||||
Registered Direct Offering [Member] | Subsequent Event [Member] | Engagement Agreement [Member] | Wainwright [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 8% | ||||||||||||||||
public offering price percentage | 125% |