[10-Q] BioSig Technologies, Inc. Quarterly Earnings Report
BioSig Technologies (BSGM) reported a substantial net loss of $20,368 and $23,169 for the three- and six-month periods presented, respectively, and a working capital deficit of $110 million, which management states raises substantial doubt about the company鈥檚 ability to continue as a going concern. The balance sheet includes a $105,498 derivative/Exchangeable Shares liability that remains classified as a liability because shareholder approval and other contingencies have not been resolved. The company completed the acquisition of Streamex, recording $57.8 million of goodwill and material intangible assets (developed technology and legal/compliance framework). Financing and equity activity during the period included multiple stock offerings, an at-the-market program raising net proceeds of about $3.88 million, and extensive issuance of common stock, RSUs, warrants, and preferred cumulative dividends recorded.
BioSig Technologies (BSGM) ha registrato una perdita netta significativa di $20.368 e $23.169 per i periodi di tre e sei mesi rispettivamente, e presenta un deficit di capitale circolante di $110 milioni; la direzione afferma che ci貌 solleva seri dubbi sulla capacit脿 della societ脿 di proseguire l鈥檃ttivit脿 nel futuro prevedibile. nello stato patrimoniale 猫 riportata una passivit脿 per derivati/Exchangeable Shares di $105.498, mantenuta come passivit脿 poich茅 l鈥檃pprovazione degli azionisti e altre condizioni non sono ancora state risolte. La societ脿 ha completato l鈥檃cquisizione di Streamex, contabilizzando $57,8 milioni di avviamento e attivit脿 immateriali significative (tecnologia sviluppata e quadro legale/compliance). Le operazioni di finanziamento e di capitale nel periodo hanno incluso pi霉 emissioni di azioni, un programma at-the-market che ha raccolto proventi netti di circa $3,88 milioni e una consistente emissione di azioni ordinarie, RSU, warrant e dividendi cumulativi preferenziali registrati.
BioSig Technologies (BSGM) report贸 una p茅rdida neta considerable de $20,368 y $23,169 en los periodos de tres y seis meses presentados, respectivamente, y muestra un d茅ficit de capital de trabajo de $110 millones; la direcci贸n declara que esto genera dudas sustanciales sobre la capacidad de la compa帽铆a para continuar como negocio en marcha. El balance incluye un pasivo por derivados/Exchangeable Shares de $105,498 que sigue clasificado como pasivo porque no se han resuelto la aprobaci贸n de los accionistas y otras contingencias. La empresa complet贸 la adquisici贸n de Streamex, registrando $57,8 millones en plusval铆a y activos intangibles importantes (tecnolog铆a desarrollada y marco legal/compliance). La actividad de financiamiento y de capital durante el periodo incluy贸 m煤ltiples ofertas de acciones, un programa at-the-market que obtuvo ingresos netos por cerca de $3,88 millones, y una amplia emisi贸n de acciones ordinarias, RSU, warrants y dividendos preferentes acumulativos registrados.
BioSig Technologies (BSGM)電� 氤搓碃霅� 3臧滌洈 氚� 6臧滌洈 旮瓣皠鞐� 雽�頃� 臧侁皝 $20,368 氚� $23,169鞚� 靸侂嫻頃� 靾滌啇鞁れ潉 旮半頄堨溂氅�, 鞖挫爠鞛愲掣 攵�臁膘暋鞚� $1.10鞏奠棎 鞚措雼堧嫟. 瓴届榿歆勳潃 鞚措 鞚疙暣 須岇偓鞚� 瓿勳啀旮办梾 臁挫啀 電ル牓鞐� 雽�頃� 欷戨寑頃� 鞚橂鞚� 鞝滉赴霅滊嫟瓿� 氚濏様鞀惦媹雼�. 雽�彀寑臁绊憸鞐愲姅 欤检＜ 鞀轨澑 氚� 旮绊儉 臁瓣贝霌れ澊 頃搓舶霅橃 鞎婌晞 鞐爠頌� 攵�毂勲 攵勲霅� $105,498鞚� 韺岇儩靸來拡/甑愴櫂臧�電レ＜(Exchangeable Shares) 攵�毂勱皜 韽暔霅橃柎 鞛堨姷雼堧嫟. 須岇偓電� Streamex 鞚胳垬毳� 鞕勲頄堨溂氅�, 鞐赴靹� $57.8氚彪鞚� 鞓侅梾甓� 氚� 臧滊皽霅� 旮办垹瓿� 氩曤/旎错攲霛检澊鞏胳姢 頂勲爤鞛勳泴韥� 霌� 欤检殧 氍错槙鞛愳偘鞚� 瓿勳儊頄堨姷雼堧嫟. 頃措嫻 旮瓣皠鞚� 鞛愱笀 臁半嫭 氚� 鞛愲掣 頇滊彊鞙茧電� 雼れ垬鞚� 欤检嫕 瓿惦, 鞎� $3.88氚彪鞚� 靾滌垬鞚奠潉 鞓Π at-the-market 頂勲攴鸽灗, 氤错喌欤� 雽�霟� 氚滍枆, RSU路鞗岆煱韸� 氚滍枆 氚� 雸勳爜 鞖办劆 氚半嫻旮� 旮半 霌膘澊 韽暔霅╇媹雼�.
BioSig Technologies (BSGM) a enregistr茅 une perte nette importante de 20 368 $ et 23 169 $ pour les p茅riodes de trois et six mois pr茅sent茅es, respectivement, et affiche un d茅ficit de fonds de roulement de 110 millions de dollars ; la direction indique que cela soul猫ve un doute substantiel quant 脿 la capacit茅 de la soci茅t茅 脿 poursuivre son activit茅. Le bilan comporte un passif d茅riv茅/actions 茅changeables de 105 498 $, toujours class茅 en passif car l鈥檃pprobation des actionnaires et d鈥檃utres conditions n鈥檕nt pas 茅t茅 r茅gl茅es. La soci茅t茅 a finalis茅 l鈥檃cquisition de Streamex, enregistrant 57,8 millions de $ d鈥櫭ヽart d鈥檃cquisition et d鈥檃ctifs incorporels significatifs (technologie d茅velopp茅e et cadre juridique/de conformit茅). Les op茅rations de financement et de capitaux au cours de la p茅riode ont inclus plusieurs 茅missions d鈥檃ctions, un programme at鈥憈he鈥憁arket ayant g茅n茅r茅 des produits nets d鈥檈nviron 3,88 millions de dollars, ainsi qu鈥檜ne 茅mission importante d鈥檃ctions ordinaires, de RSU, de warrants et l鈥檈nregistrement de dividendes cumul茅s pr茅f茅rentiels.
BioSig Technologies (BSGM) meldete f眉r die dargestellten Drei鈥� bzw. Sechsmonatszeitr盲ume einen erheblichen Nettoverlust von $20.368 bzw. $23.169 und weist ein Working鈥慍apital鈥慏efizit von $110 Mio. auf; das Management erkl盲rt, dass dies erhebliche Zweifel an der Fortf眉hrungsf盲higkeit des Unternehmens aufwirft. In der Bilanz ist eine Derivate-/Exchangeable鈥慡hares鈥慥erbindlichkeit von $105.498 ausgewiesen, die weiterhin als Verbindlichkeit klassifiziert bleibt, da die Zustimmung der Aktion盲re und weitere Voraussetzungen nicht gekl盲rt sind. Das Unternehmen schloss die 脺bernahme von Streamex ab und verbuchte $57,8 Mio. Gesch盲fts- oder Firmenwert sowie wesentliche immaterielle Verm枚genswerte (entwickelte Technologie und Rechts-/Compliance鈥慠ahmen). Die Finanzierungs鈥� und Eigenkapitalaktivit盲ten im Berichtszeitraum umfassten mehrere Aktienangebote, ein at鈥憈he鈥憁arket鈥慞rogramm mit Nettoerl枚sen von etwa $3,88 Mio. sowie umfangreiche Ausgaben von Stammaktien, RSUs, Warrants und verbuchte kumulative Vorzugsdividenden.
- None.
- None.
Insights
TL;DR: Material liquidity risk, large exchangeable-share liability, and acquisition-related goodwill heighten financial risk despite recent capital raises.
The company incurred significant operating losses and used $2.4 million of net cash in operating activities for the six months reported, with a reported working capital deficit of $110 million. A $105,498 exchangeable/derivative liability remains on the balance sheet and is remeasured at fair value, reflecting unresolved contingencies tied to shareholder approval and NASDAQ ownership limits. The Streamex acquisition added $57.8 million of goodwill and sizable intangible assets (developed technology $40,000; legal/compliance $2,400), increasing non-current assets while also generating acquisition-related expenses and finder鈥檚 fees. Financing transactions included ATM sales (net ~$3.88 million) and multiple equity issuances, but liquidity concerns persist. These items are materially relevant to valuation and near-term solvency assessment.
TL;DR: The Streamex acquisition materially changed the balance sheet and introduced contingent exchangeable shares requiring shareholder actions.
The acquisition consideration included 109,070,079 Exchangeable Shares issued through a subsidiary, recorded at fair value and constrained by conversion contingencies, including a 19.99% NASDAQ limitation and needed shareholder approval. If approval is not obtained, an exchange ratio adjustment is contractually specified. Acquisition costs (legal, accounting, finders fees) and large equity-based payments (consultant shares, accelerated CEO awards) significantly increased equity dilution and non-cash charges. From a governance perspective, the unresolved contingencies and equity-based settlement terms are material and require close monitoring by shareholders and auditors.
BioSig Technologies (BSGM) ha registrato una perdita netta significativa di $20.368 e $23.169 per i periodi di tre e sei mesi rispettivamente, e presenta un deficit di capitale circolante di $110 milioni; la direzione afferma che ci貌 solleva seri dubbi sulla capacit脿 della societ脿 di proseguire l鈥檃ttivit脿 nel futuro prevedibile. nello stato patrimoniale 猫 riportata una passivit脿 per derivati/Exchangeable Shares di $105.498, mantenuta come passivit脿 poich茅 l鈥檃pprovazione degli azionisti e altre condizioni non sono ancora state risolte. La societ脿 ha completato l鈥檃cquisizione di Streamex, contabilizzando $57,8 milioni di avviamento e attivit脿 immateriali significative (tecnologia sviluppata e quadro legale/compliance). Le operazioni di finanziamento e di capitale nel periodo hanno incluso pi霉 emissioni di azioni, un programma at-the-market che ha raccolto proventi netti di circa $3,88 milioni e una consistente emissione di azioni ordinarie, RSU, warrant e dividendi cumulativi preferenziali registrati.
BioSig Technologies (BSGM) report贸 una p茅rdida neta considerable de $20,368 y $23,169 en los periodos de tres y seis meses presentados, respectivamente, y muestra un d茅ficit de capital de trabajo de $110 millones; la direcci贸n declara que esto genera dudas sustanciales sobre la capacidad de la compa帽铆a para continuar como negocio en marcha. El balance incluye un pasivo por derivados/Exchangeable Shares de $105,498 que sigue clasificado como pasivo porque no se han resuelto la aprobaci贸n de los accionistas y otras contingencias. La empresa complet贸 la adquisici贸n de Streamex, registrando $57,8 millones en plusval铆a y activos intangibles importantes (tecnolog铆a desarrollada y marco legal/compliance). La actividad de financiamiento y de capital durante el periodo incluy贸 m煤ltiples ofertas de acciones, un programa at-the-market que obtuvo ingresos netos por cerca de $3,88 millones, y una amplia emisi贸n de acciones ordinarias, RSU, warrants y dividendos preferentes acumulativos registrados.
BioSig Technologies (BSGM)電� 氤搓碃霅� 3臧滌洈 氚� 6臧滌洈 旮瓣皠鞐� 雽�頃� 臧侁皝 $20,368 氚� $23,169鞚� 靸侂嫻頃� 靾滌啇鞁れ潉 旮半頄堨溂氅�, 鞖挫爠鞛愲掣 攵�臁膘暋鞚� $1.10鞏奠棎 鞚措雼堧嫟. 瓴届榿歆勳潃 鞚措 鞚疙暣 須岇偓鞚� 瓿勳啀旮办梾 臁挫啀 電ル牓鞐� 雽�頃� 欷戨寑頃� 鞚橂鞚� 鞝滉赴霅滊嫟瓿� 氚濏様鞀惦媹雼�. 雽�彀寑臁绊憸鞐愲姅 欤检＜ 鞀轨澑 氚� 旮绊儉 臁瓣贝霌れ澊 頃搓舶霅橃 鞎婌晞 鞐爠頌� 攵�毂勲 攵勲霅� $105,498鞚� 韺岇儩靸來拡/甑愴櫂臧�電レ＜(Exchangeable Shares) 攵�毂勱皜 韽暔霅橃柎 鞛堨姷雼堧嫟. 須岇偓電� Streamex 鞚胳垬毳� 鞕勲頄堨溂氅�, 鞐赴靹� $57.8氚彪鞚� 鞓侅梾甓� 氚� 臧滊皽霅� 旮办垹瓿� 氩曤/旎错攲霛检澊鞏胳姢 頂勲爤鞛勳泴韥� 霌� 欤检殧 氍错槙鞛愳偘鞚� 瓿勳儊頄堨姷雼堧嫟. 頃措嫻 旮瓣皠鞚� 鞛愱笀 臁半嫭 氚� 鞛愲掣 頇滊彊鞙茧電� 雼れ垬鞚� 欤检嫕 瓿惦, 鞎� $3.88氚彪鞚� 靾滌垬鞚奠潉 鞓Π at-the-market 頂勲攴鸽灗, 氤错喌欤� 雽�霟� 氚滍枆, RSU路鞗岆煱韸� 氚滍枆 氚� 雸勳爜 鞖办劆 氚半嫻旮� 旮半 霌膘澊 韽暔霅╇媹雼�.
BioSig Technologies (BSGM) a enregistr茅 une perte nette importante de 20 368 $ et 23 169 $ pour les p茅riodes de trois et six mois pr茅sent茅es, respectivement, et affiche un d茅ficit de fonds de roulement de 110 millions de dollars ; la direction indique que cela soul猫ve un doute substantiel quant 脿 la capacit茅 de la soci茅t茅 脿 poursuivre son activit茅. Le bilan comporte un passif d茅riv茅/actions 茅changeables de 105 498 $, toujours class茅 en passif car l鈥檃pprobation des actionnaires et d鈥檃utres conditions n鈥檕nt pas 茅t茅 r茅gl茅es. La soci茅t茅 a finalis茅 l鈥檃cquisition de Streamex, enregistrant 57,8 millions de $ d鈥櫭ヽart d鈥檃cquisition et d鈥檃ctifs incorporels significatifs (technologie d茅velopp茅e et cadre juridique/de conformit茅). Les op茅rations de financement et de capitaux au cours de la p茅riode ont inclus plusieurs 茅missions d鈥檃ctions, un programme at鈥憈he鈥憁arket ayant g茅n茅r茅 des produits nets d鈥檈nviron 3,88 millions de dollars, ainsi qu鈥檜ne 茅mission importante d鈥檃ctions ordinaires, de RSU, de warrants et l鈥檈nregistrement de dividendes cumul茅s pr茅f茅rentiels.
BioSig Technologies (BSGM) meldete f眉r die dargestellten Drei鈥� bzw. Sechsmonatszeitr盲ume einen erheblichen Nettoverlust von $20.368 bzw. $23.169 und weist ein Working鈥慍apital鈥慏efizit von $110 Mio. auf; das Management erkl盲rt, dass dies erhebliche Zweifel an der Fortf眉hrungsf盲higkeit des Unternehmens aufwirft. In der Bilanz ist eine Derivate-/Exchangeable鈥慡hares鈥慥erbindlichkeit von $105.498 ausgewiesen, die weiterhin als Verbindlichkeit klassifiziert bleibt, da die Zustimmung der Aktion盲re und weitere Voraussetzungen nicht gekl盲rt sind. Das Unternehmen schloss die 脺bernahme von Streamex ab und verbuchte $57,8 Mio. Gesch盲fts- oder Firmenwert sowie wesentliche immaterielle Verm枚genswerte (entwickelte Technologie und Rechts-/Compliance鈥慠ahmen). Die Finanzierungs鈥� und Eigenkapitalaktivit盲ten im Berichtszeitraum umfassten mehrere Aktienangebote, ein at鈥憈he鈥憁arket鈥慞rogramm mit Nettoerl枚sen von etwa $3,88 Mio. sowie umfangreiche Ausgaben von Stammaktien, RSUs, Warrants und verbuchte kumulative Vorzugsdividenden.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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(Exact name of registrant as specified in its charter)
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| (Address of principal executive office) | (Zip Code) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | |||
| ITEM 1. | Financial Statements | ||
| Condensed consolidated balance sheets as of June, 2025 (unaudited) and December 31, 2024 | 3 | ||
| Condensed consolidated statements of operations and Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 (unaudited) | 4 | ||
| Condensed consolidated statement of changes in stockholders’ (deficit) equity for the three and six months ended June 30, 2025 and 2024 (unaudited) | 5 | ||
| Condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 (unaudited) | 6 | ||
| Notes to condensed consolidated financial statements (unaudited) | 7-32 | ||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33-38 | |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 39 | |
| ITEM 4. | Controls and Procedures | 39 | |
| PART II. OTHER INFORMATION | |||
| ITEM 1. | Legal Proceedings | 40 | |
| ITEM 1A. | Risk Factors | 40 | |
| ITEM 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 41 | |
| ITEM 3. | Defaults Upon Senior Securities | 42 | |
| ITEM 4. | Mine Safety Disclosures | 42 | |
| ITEM 5. | Other Information | 42 | |
| ITEM 6. | Exhibits | 42 | |
| SIGNATURES | 43 | ||
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par Value and Share Amounts)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | - | |||||||
| Sales tax receivable | - | |||||||
| Due from related party | - | |||||||
| Net investment in leases, short term | - | |||||||
| Prepaid expenses and vendor deposits | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Right-to-use assets, net | ||||||||
| Net investment in leases, long term | - | |||||||
| Other assets | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | - | |||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses, including $ | $ | $ | ||||||
| Derivative liability | - | |||||||
| Dividends payable | ||||||||
| Lease liability, short term | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 12) | - | - | ||||||
| Mezzanine Equity | ||||||||
| Redeemable Series C 9% Convertible Preferred Stock, $ | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated other comprehensive income | - | |||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit attributable to BioSig Technologies, Inc. | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities, mezzanine equity and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements
| 3 |
BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In Thousands, Except Par Value and Share Amounts)
(unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | - | $ | $ | - | $ | ||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Impairment of long term assets | - | - | - | |||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income, net | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on settlement and forgiveness of debt | ( | ) | ||||||||||||||
| Other income (expense), net: | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income (expense), net | ( | ) | ||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes (benefit) | - | - | - | - | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss attributable to BioSig Technologies, Inc. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Preferred stock dividend | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Preferred stock deemed dividend | - | - | - | ( | ) | |||||||||||
| Net loss attributed to BioSig Technologies, Inc. Common Shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss per common share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||||||||||
| Comprehensive Income (Loss): | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income: | ||||||||||||||||
| Foreign currency translation adjustments | - | - | ||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive (loss) income attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive (loss) income attributable to BioSig Technologies, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements
| 4 |
BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(In Thousands, Except Par Value and Share Amounts)
(Unaudited)
| Shares | Amount |
Capital |
Deficit | Interest | Income | Total | ||||||||||||||||||||||
| Common stock | Additional Paid-in- | Accumulated | Accumulated Comprehensive | Non- | ||||||||||||||||||||||||
| Shares | Amount |
Capital |
Deficit | Income | Interest | Total | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | - | $ | $ | ( | ) | |||||||||||||||||
| Common stock issued for services | - | - | - | |||||||||||||||||||||||||
| Exercise of warrants | -* | -* | - | - | - | - | ||||||||||||||||||||||
| Stock based compensation | -* | - | - | - | ||||||||||||||||||||||||
| Sale of common stock under at-the- market offering, net of transaction costs | - | - | - | |||||||||||||||||||||||||
| Sale of common stock and warrants | - | - | - | |||||||||||||||||||||||||
| Common stock issued to settle accounts payable | -* | - | - | - | ||||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance, March 31, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | - | $ | $ | |||||||||||||||||||
| Common stock issued for services | - | - | - | |||||||||||||||||||||||||
| Exercise of warrants | ( | ) | - | - | - | - | ||||||||||||||||||||||
| Common stock cancelled | ( | ) | - * | - | - | - | - | - | ||||||||||||||||||||
| Stock based compensation | - | - | - | |||||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance, June 30, 2025 (unaudited) | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Common stock | Additional Paid in | Accumulated | Non- controlling | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Interest | Total | |||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||
| Sale of common stock and warrants | -* | - | - | |||||||||||||||||||||
| Stock based compensation | -* | ( | ) | - | - | ( | ) | |||||||||||||||||
| Accretion of deemed preferred stock dividend | - | - | - | - | ||||||||||||||||||||
| Deemed preferred stock dividend | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Common stock issued for services | -* | - | - | |||||||||||||||||||||
| Sale of common stock and warrants, net transactional costs | - | - | ||||||||||||||||||||||
| Common stock issued in exchange for principal and accrued interest on a note payable | -* | - | - | |||||||||||||||||||||
| Sale of common stock and warrants, net transactional costs | - | - | ||||||||||||||||||||||
| Stock issued as forgiveness of accounts payable | -* | - | - | |||||||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||||||||||
| Preferred stock dividend | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||
| Balance, June 30, 2024 (unaudited) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| * |
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements
| 5 |
BIOSIG TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands, Except Par Value and Share Amounts)
(unaudited)
| 2025 | 2024 | |||||||
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Gain on settlement of debt | ( | ) | ( | ) | ||||
| Non-cash lease expense | ||||||||
| Common stock issued for services rendered | - | |||||||
| Stock based compensation | ||||||||
| Allowance for credit losses on accounts receivable | - | |||||||
| Impairment of long-term assets | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | - | ( | ) | |||||
| Lease receivables | - | |||||||
| Sales tax receivable | ( | ) | - | |||||
| Employee advances | - | |||||||
| Unbilled revenue | - | |||||||
| Prepaid expenses | ( | ) | ||||||
| Customer deposits | - | ( | ) | |||||
| Accounts payable and accrued expenses | - | |||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Business acquisition, net of cash acquired | - | |||||||
| Net cash provided by investing activity | - | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Sale of common stock under at-the- market offering, net of transaction costs | - | |||||||
| Sale of common stock and warrants | - | |||||||
| Proceeds from issuance of related party note payable | - | |||||||
| Proceeds from sale of common stock and warrants, net of issuance costs | - | |||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
| 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: | ||||||||
| Recognition of derivative liability as part of business combination (non-cash) | $ | $ | - | |||||
| Recognition of assets acquired as part of business combination (non-cash) | $ | $ | - | |||||
| Recognition of liabilities assumed as part of business combination (non-cash) | $ | $ | - | |||||
| Common stock issued in settlement of accounts payable | $ | $ | ||||||
| Dividend payable on preferred stock charged to additional paid-in-capital | $ | $ | ||||||
| Series C convertible preferred stock deemed dividend | $ | - | $ | |||||
| Common stock issued for conversion of note payable and accrued interest | $ | - | $ | |||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements
| 6 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025
(unaudited)
NOTE 1 – NATURE OF OPERATIONS
Business and organization
BioSig Technologies, Inc. is a medical device technology company with an advanced digital signal processing technology platform, the PURE EP™ Platform (“PURE EP™”), that delivers insights to electrophysiologists for ablation treatments of cardiovascular arrhythmias.
BioSig Technologies, Inc. was initially incorporated on February 24, 2009 under the laws of the State of Nevada and subsequently re-incorporated in the state of Delaware in 2011. The Company is principally devoted to improving the standard care in electrophysiology with our PURE EP™ System’s enhanced signal acquisition, digital signal processing, and analysis during ablation of cardiac arrhythmias. The Company has generated minimal revenue to date and consequently its operations are subject to all risks inherent in business enterprises in early commercialization stage.
On May 28, 2025, the Company completed the acquisition of Streamex Exchange Corporation (the “Acquisition”), pursuant to the Share Purchase Agreement dated as of May 23, 2025 (the “Merger Agreement”) and amended on May 27, 2025 under the First Amendment to Share Purchase Agreement (the “Amendment”) by and among the Company, BioSig Technologies, Inc., a Delaware corporation, BST Sub ULC, an unlimited liability company organized under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company (“ExchangeCo”), 1540875 B.C. Ltd., a company organized under the laws of the Province of British Columbia and a wholly-owned subsidiary of the Company (“Callco”), each shareholder of Streamex (each, a “Shareholder” and, collectively, the “Shareholders”), and 1540873 B.C. Ltd., a company organized under the laws of the Province of British Columbia, as trustee (the “Trustee”) of the trust formed pursuant to the exchange rights agreement to be entered into between the Company, ExchangeCo, CallCo, and the Trustee (the “Exchange Rights Agreement”), the board of directors of the Company and Streamex. Streamex is a software development company based in Vancouver, BC. The Company focuses on building advanced digital tools and platforms that facilitates commodity trading and finance.
On November 7, 2018, the Company formed a subsidiary under the laws of the State of Delaware originally under the name of NeuroClear Technologies, Inc. which was renamed to ViralClear Pharmaceuticals, Inc. (“ViralClear”) in March 2020. The subsidiary was established to pursue additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology, and subsequently in 2020, was repurposed to develop merimepodib, a broad-spectrum anti-viral agent that showed potential for the treatment of COVID-19. Since late 2020, ViralClear had been realigned with its original objective of pursuing additional applications of the PURE EP™ signal processing technology outside of cardiac electrophysiology.
In
2019 and 2020, ViralClear sold an aggregate of
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. As of June 30, 2025 and December 31, 2024, the Company had a majority interest in BioSig AI of
The Company continues to evaluate opportunities for the two subsidiaries ViralClear and BioSig AI.
| 7 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of June 30, 2025, the Company had cash of $
The Company’s primary source of operating funds since inception has been cash proceeds from sale of equity securities and issuance of debt. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future.
The Company 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.
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.
| 8 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024, which are included with the Company’s Annual Report on Form 10-K filed with the United States Securities Exchange Commission (“SEC”) on April 15, 2025. Furthermore, the Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2024 and 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC. Since the date of those audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies, except as noted below.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2024, consolidated balance sheet was derived from audited financial statements, but does not include all U.S. GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year.
Principals of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of BioSig Technologies, Inc. and its majority owned subsidiary, ViralClear, and wholly owned subsidiaries, BioSig AI, ExchangeCo, and Callco herein collectively referred to as the “Company” or “BioSig”. All significant intercompany accounts and transactions have been eliminated in consolidation.
Segment Reporting
The Company determines its operating and reportable segments in accordance with ASC 280, Segment Reporting, based on the financial information regularly reviewed by the Chief Operating Decision Maker (“CODM”) for purposes of performance assessment and resource allocation.
As of June 30, 2025, the CODM evaluates the Company’s financial performance and allocates resources on a consolidated basis. The Company manages its operations as one integrated business and does not prepare or review discrete financial information for individual business units or subsidiaries. Accordingly, the Company has concluded that it operates as a single reportable segment.
Management will continue to monitor the CODM’s review practices and internal reporting structure and will update its segment disclosures in future periods if and when discrete financial information is regularly reviewed at the segment level
Use of Estimates
The Company prepares its unaudited condensed consolidated financial statements in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business Acquisition
The Company recognizes and measures identifiable tangible and intangible assets acquired and liabilities assumed as of the acquisition date at fair value. Fair value measurements require extensive use of estimates and assumptions, including estimates of future cash flows to be generated by the acquired assets. The operating results of the acquired business are included in our unaudited condensed consolidated financial statements beginning on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed. Acquisition-related costs are expensed as incurred.
Intangible Assets
The Company intangible assets consist of trade name, developed technology, legal and compliance framework and patents. Trade name was recognized based on its distinct branding and expected contribution to future revenues. Developed technology was recognized for its proprietary protocols and systems enabling tokenization of real-world assets and its integration with decentralized finance platforms. Legal and compliance framework was recognized based on the cost to recreate the regulatory and legal infrastructure necessary for operations. 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 patent costs are amortized to expense over the lesser of the legal patent term or the estimated life of the product of 20 years. Trade name was assigned a useful life of 10 years, developed technology was assigned a useful life of 8 years and legal and compliance framework was assigned a useful life of 7 years. The amortization of the intangible asset is computed using the straight-line method.
The Company evaluates its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Such indicators may include adverse changes in market conditions, legal or regulatory developments, or underperformance relative to expectations. If indicators are present, the Company performs a recoverability test by comparing the asset’s carrying amount to the undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount is not recoverable, an impairment loss is recognized for the excess of the carrying amount over the asset’s fair value.
| 9 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Goodwill
Goodwill represents the excess of the cost of an acquired business over the fair value assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger interim impairment reviews include, but not limited to, significant adverse changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors.
The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than it’s carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.
During the three and six months ended June 30, 2025, the Company recorded goodwill in connection with a business acquisition. In evaluating whether a triggering event occurred during the period, the Company performed a qualitative assessment consistent with the guidance in U.S. GAAP. This assessment considered the totality of events and circumstances, including the existence of substantial doubt to continue as a going concern, and concluded that it is not more likely than not (i.e., less than a 50% likelihood) that the fair value of the reporting unit is below its carrying amount. Based on this assessment, no impairment charges related to goodwill were recorded for the periods presented.
Derivative Liability
The Exchangeable Shares issued by ExchangeCo in connection with the Acquisition are classified as derivative liabilities under ASC 815 – Derivatives and Hedging. Although legally issued by a Canadian subsidiary, the Exchangeable Shares are exchangeable into BioSig common stock and include economic rights that are substantially similar to BioSig’s common stock, including rights to dividends, liquidation preferences, and voting (via a Special Voting Preferred Stock held by a trustee).
The right to exchange Exchangeable Shares into BioSig common stock is not itself subject to shareholder approval. However, the exercise of certain rights—specifically, the ability to exchange into more than 19.99% of BioSig’s outstanding common stock (the “NASDAQ 19.99% limitation”) and the receipt of special voting rights—are contingent upon shareholder approval. As a result, until shareholder approval is obtained and the 19.99% limitation is lifted, the instrument contains exercise contingencies that preclude equity classification under ASC 815-40.
The NASDAQ 19.99% limitation is an exercise contingency that restricts the number of BioSig common shares that can be issued upon exchange prior to shareholder approval. In addition, the Exchange Ratio is subject to adjustment from 1.00 to 1.25 BioSig common shares for each Exchangeable Share if shareholder approval is not obtained within six months of issuance. These features, taken together, result in the instrument not qualifying for the ASC 815-10-15-74 scope exception and require classification as a level 3 liability under ASC 815-40.
Accordingly,
the Exchangeable Shares are initially recognized as a derivative liability at fair value, measured at $
Accordingly,
the Exchangeable Shares are initially recognized as a derivative liability at fair value, measured at $
Revenue and Accounts Receivable
The
Company had one customer which accounts for
The
Company had one customer which accounts for
As
of June 30, 2025 and December 31, 2024, the Company had no customers and three customers representing
| 10 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Allowance for Credit losses
The Company adjusts accounts receivable down to net realizable value with its allowance methodology. In determining the allowance for credit losses 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 credit losses was $
Concentrations of Credit Risk
Financial
instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash. The
Company places its cash with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. As of
June 30, 2025 and December 31, 2024, deposits in excess of FDIC limits were $
In
addition, as of June 30, 2025, the Company held $
Foreign Currency Translations and Transactions
The Company translates the financial statements of foreign subsidiaries whose functional currency is the local currency into U.S. dollars in accordance with ASC 830, Foreign Currency Matters. Assets and liabilities are translated at exchange rates in effect at the balance sheet date, while revenues and expenses are translated at average exchange rates for the reporting period.
Translation adjustments resulting from the conversion of foreign currency financial statements are recorded in “Accumulated Other Comprehensive Income”, a separate component of shareholders’ equity.
Foreign currency transactions denominated in a currency other than the functional currency are remeasured at the exchange rate in effect on the transaction date. Monetary assets and liabilities are remeasured at period-end exchange rates, and resulting gains or losses are recognized in “Other income (expense), net” in the unaudited condensed consolidated statement of operations.
The majority of the Company’s transactions are settled in U.S. dollars. The Company does not currently engage in foreign currency hedging activities.
Concentration of Assets
As
of June 30, 2025, the Company’s consolidated assets totaled approximately $
The Company evaluates geographic concentrations in accordance with ASC 275, Risks and Uncertainties, and considers potential exposure to economic, regulatory, and currency-related risks. While the Canadian-based assets represent a significant portion of consolidated assets, they are not currently subject to material operational, legal, or foreign exchange restrictions. Management believes that the Company is not exposed to heightened risk from geographic concentration, given the nature of the assets, the stability of the Canadian jurisdiction, and the strategic alignment of the Streamex business with the Company’s broader operations.
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.
For periods in which the Company reports net income and has outstanding convertible preferred stock, diluted earnings per share is calculated using the if-converted method, as required by ASC 260-10. This method assumes conversion of the preferred shares into common stock at the beginning of the period (or at issuance, if later), and includes the resulting common shares in the denominator of diluted EPS, while adjusting the numerator to exclude preferred dividends.
Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The two-class method would only be used if participating securities were present.
The computation of basic and diluted loss per share as of June 30, 2025 and 2024 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows:
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Redeemable series C convertible preferred stock | ||||||||
| Options to purchase common stock | ||||||||
| Warrants to purchase common stock | ||||||||
| Restricted stock units to acquire common stock | ||||||||
| Exchangeable Shares | - | |||||||
| Totals | ||||||||
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.
| 11 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The guidance will first be effective in our annual disclosures for the year ending December 31, 2025, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2023-09 on our disclosures.
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement and disclosures about selling expenses. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 and does not expect it to have a material effect on the Company’s consolidated financial statements.
In March 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-02 “Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122” (“ASU 2025-02”), which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto- Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and is not expected to have an impact on the Company’s financial statements.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“VIE”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the provisions of the amendments and the impact on its future financial statements.
| 12 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment as of June 30, 2025 and December 31, 2024 is summarized as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (000’s) | (000’s) | |||||||
| Computer equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Testing/Demo equipment | ||||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
As
of June 30, 2025, the Company determined that no events or changes in circumstances existed that would indicate any impairment of
its long-lived assets. During the three and six months ended June 30, 2024, the Company re-assessed it carrying amounts of certain
property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded
the estimated undiscounted future cash flows. Accordingly, the Company recorded
Depreciation
expenses were $
NOTE 5 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following table shows the changes in the carrying amount of goodwill for the period:
SCHEDULE OF CARRYING AMOUNT OF GOODWILL
| Goodwill as of December 31, 2024 | - | |||
| Acquisition1 | ||||
| Impairment | - | |||
| Foreign currency translation adjustment | ||||
| Goodwill as of June 30, 2025 | $ |
| 1) |
During the six months ended June 30, 2025, the Company evaluated the existence of any indicators of impairment in accordance with ASC 350, Intangibles—Goodwill and Other. While substantial doubt to continue as a going concern was considered as part of the qualitative analysis, it did not, in isolation or in combination with other factors, rise to the level of a triggering event requiring a quantitative impairment test. Based on the assessment, there was no goodwill impairment recognized in the period ended June 30, 2025.
Intangible Assets
Intangible assets consist of trade name, developed technology, legal and compliance framework, and patents, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. The Company continues to assess potential triggering events related to the value of its intangible assets and concluded that there was no triggering events that require a quantitative impairment test during the six months ended June 30, 2025.
The following summarizes the Company’s intangible assets as of June 30, 2025 and December 31, 2024:
SCHEDULE OF INTANGIBLE ASSETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Trade name1 | $ | $ | - | |||||
| Developed technology1 | - | |||||||
| Legal and compliance framework1 | - | |||||||
| Patents | ||||||||
| Total | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| 1) |
| 13 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Amortization
expenses were $
Expected future amortization expense of intangible assets as of June 30, 2025, is as follows:
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ |
NOTE 6 – RIGHT TO USE ASSETS AND LEASE LIABILITY
As
of June 30, 2025 and December 31, 2024, the Company had one lease outstanding with payments of $
Right to use assets is summarized below:
SCHEDULE OF RIGHT TO USE ASSETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (000’s) | (000’s) | |||||||
| Right to use asset | $ | $ | ||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Right to use assets, net | $ | $ |
During
the three months ended June 30, 2025 and 2024, the Company recorded $
| 14 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Lease liability is summarized below:
SCHEDULE OF LEASE LIABILITY
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (000’s) | (000’s) | |||||||
| Total lease liability | $ | $ | ||||||
| Less: short term portion | ( | ) | ( | ) | ||||
| Long term portion | $ | - | $ | - | ||||
Maturity analysis under these lease agreements are as follows (000’s):
SCHEDULE OF MATURITY ANALYSIS UNDER LEASE AGREEMENTS
| Year ended December 31, 2025 | $ | |||
| Total | ||||
| Less: Present value discount | - | |||
| Lease liability | $ |
NOTE 7 – LEASE RECEIVABLES
In
2022, the Company entered into two leases for our PURE EP™ Platform at a rate of $
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
A reconciliation of lease receivables with customers for the six months ended June 30, 2025 and 2024 are presented below:
SCHEDULE OF RECONCILIATION OF LEASE RECEIVABLES WITH CUSTOMERS
Six months ended June 30, 2025:
| Unguaranteed | Balance at | |||||||||||||||||||||||
| Balance at | Recognized | Invoiced to | Interest | Residual | June 30, | |||||||||||||||||||
| 31-Dec-24 | in Revenue | Customer | Earned | Assets | 2025 | |||||||||||||||||||
| (000’s) | (000’s) | (000’s) | (000’s) | (000’s) | (000’s) | |||||||||||||||||||
| Contract asset | $ | | $ | - | $ | - | $ | ( | ) | $ | - | $ | - | |||||||||||
| Less current portion | ( | ) | - | - | - | - | ||||||||||||||||||
| Noncurrent portion | $ | $ | - | $ | - | $ | ( | ) | $ | - | $ | - | ||||||||||||
| 15 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Six months ended June 30, 2024:
| Balance at | Recognized in | Invoiced to | Interest | Unguaranteed Residual | Balance at June 30, | |||||||||||||||||||
| 31-Dec-23 | Revenue | Customer | Earned | Assets | 2024 | |||||||||||||||||||
| (000’s) | (000’s) | (000’s) | (000’s) | (000’s) | (000’s) | |||||||||||||||||||
| Contract asset | $ | | $ | - | $ | ( | ) | $ | - | $ | $ | | ||||||||||||
| Less current portion | ( | ) | - | - | ( | ) | ( | ) | ||||||||||||||||
| Noncurrent portion | $ | $ | - | $ | ( | ) | - | $ | $ | |||||||||||||||
NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of June 30, 2025 and December 31, 2024 consist of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSE
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (000’s) | (000’s) | |||||||
| Accrued accounting and legal | $ | $ | ||||||
| Accrued reimbursements and travel | - | |||||||
| Accrued consulting | ||||||||
| Accrued finders fee | - | |||||||
| Accrued research and development expenses | ||||||||
| Accrued marketing | - | |||||||
| Accrued office and other | ||||||||
| Accrued settlement expense | - | |||||||
| Accrued payroll | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| 16 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 9 – STOCKHOLDER EQUITY
Preferred stock
The
Company is authorized to issue
Series C Preferred Stock
Series
C Preferred Stock issued and outstanding totaled
Common stock
The
Company is authorized to issue
On
January 31, 2024, the Company filed a Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, effective February
2, 2024. Pursuant to the Reverse Stock Split Amendment, the Company effected a
During
the six months ended June 30, 2024, the Company issued an aggregate of
During
the six months ended June 30, 2024, the Company issued an aggregate of
During
the six months ended June 30, 2024, the Company issued an aggregate of
During
the six months ended June 30, 2025, the Company issued an aggregate of
During
the six months ended June 30, 2025, the Company issued an aggregate of
During
the six months ended June 30, 2025, the Company issued an aggregate of
During
the six months ended June 30, 2025, the Company issued an aggregate of
On
May 2, 2025, the Company cancelled an aggregate of 272,399 shares of its common stock, consisting of
Exchangeable Shares
The Exchangeable Shares issued by ExchangeCo in connection with the Acquisition are classified as derivative liabilities under ASC 815 – Derivatives and Hedging. Although legally issued by a Canadian subsidiary, the Exchangeable Shares are exchangeable into BioSig common stock and include economic rights that are substantially similar to BioSig’s common stock, including rights to dividends, liquidation preferences, and voting (via a Special Voting Preferred Stock held by a trustee), these rights are contingent upon stockholder approval.
The right to exchange Exchangeable Shares into BioSig common stock is not itself subject to shareholder approval. However, the exercise of certain rights—specifically, the ability to exchange into more than 19.99% of BioSig’s outstanding common stock (the “NASDAQ 19.99% limitation”) and the receipt of special voting rights—are contingent upon shareholder approval. As a result, until shareholder approval is obtained and the 19.99% limitation is lifted, the instrument contains exercise contingencies that preclude equity classification under ASC 815-40.
The NASDAQ 19.99% limitation is an exercise contingency that restricts the number of BioSig common shares that can be issued upon exchange prior to shareholder approval. In addition, the Exchange Ratio is subject to adjustment from 1.00 to 1.25 BioSig common shares for each Exchangeable Share if shareholder approval is not obtained within six months of issuance. These features, taken together, result in the instrument not qualifying for the ASC 815-10-15-74 scope exception and require classification as a liability.
| 17 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
The
Exchangeable Shares were initially recognized as a derivative liability at fair value, measured at $
Sale of common stock.
On
January 12, 2024, the Company entered into a securities purchase agreement with certain accredited and institutional investors, pursuant
to which the Company sold to the investors an aggregate of
On
May 1, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company
sold to the investors an aggregate of
On May 29, 2024, the Company entered
into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue to
the investors (i) in a registered direct offering,
On
March 5, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company
sold to the Investors an aggregate of
ATM Sales Agreement 2024
On
December 18, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright
& Co., LLC, as sales agent or principal (the “Agent”), pursuant to which the Company may offer and sell, from time to
time in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933,
as amended (the “Securities Act”), the Company’s common stock, par value $
The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-276298) and an accompanying prospectus filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on December 28, 2023, as amended on January 5, 2024 and December 9, 2024, and declared effective by the SEC on December 17, 2024 (the “Registration Statement”) and pursuant to a prospectus supplement dated December 18, 2024.
During
the six months ended June 30, 2025, the Company sold an aggregate of
| 18 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 10 – OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS
BioSig Technologies, Inc.
2023 Long-Term Incentive Plan
As
of June 30, 2025, there were
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.
The following table presents information related to stock options as of June 30, 2025:
SCHEDULE OF EXERCISE PRICE OF STOCK OPTIONS
| Options Outstanding | Options Exercisable | |||||||||||||
| Weighted Average | Exercisable | |||||||||||||
| Exercise | Number of | Remaining Life | Number of | |||||||||||
| Price | Options | In Years | Options | |||||||||||
| $ | Under | |||||||||||||
A summary of the stock option activity and related information for the Plan for the six months ended June 30, 2025 is as follows:
SCHEDULE OF STOCK OPTION ACTIVITY
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2025 | $ | $ | ||||||||||||||
| Issued | $ | |||||||||||||||
| Forfeited/expired | ( | ) | $ | |||||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2025 | $ | $ | ||||||||||||||
The
aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price
less than the stock price of BioSig Technologies, Inc. of $
The
fair value of all options vesting during the three and six months ended June 30, 2025 of $
On May 23, 2025, in connection with the Company’s acquisition of Streamex, the Company entered into an amendment to the Executive Employment Agreement with Anthony Amato, its former Chief Executive Officer. Pursuant to the amendment, all previously granted equity awards to Mr. Amato—including vested and unvested stock options—were accelerated and deemed fully vested and nonforfeitable as of May 28, 2025. In addition, the post-resignation exercise period for all vested options was extended to the later of the original expiration date or 36 months following the transaction closing.
As a result of this modification, the Company recognized incremental stock-based compensation expense of $
During the six months ended June 30, 2025, the Company granted options to purchase shares of its common stock, which were valued using the Black-Scholes option pricing model. The following assumptions were used to calculate the fair value of the options granted:
SCHEDULE OF OPTIONS GRANTED ASSUMPTIONS USING BLACK-SCHOLES OPTION
| Assumption | Value | |||
Weighted average grant date fair value | $ | 0.81 | ||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Expected Term (in years) | ||||
| 19 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Warrants
The following table summarizes information with respect to outstanding warrants to purchase common stock of BioSig Technologies, Inc. at June 30, 2025:
SCHEDULE OF INFORMATION RELATED TO WARRANTS
| Exercise | Number | Expiration | ||||||
| Price | Outstanding | Date | ||||||
| $ | ||||||||
| 20 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
During
the six months ended June 30, 2025, the Company issued warrants to purchase an aggregate of
During
the six months ended June 30, 2025, the Company issued
A summary of the warrant activity for six months ended June 30, 2025 is as follows:
SCHEDULE OF WARRANT ACTIVITY
| Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2025 | $ | $ | ||||||||||||||
| Issued | ||||||||||||||||
| Forfeited/expired | ( | ) | - | - | ||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||||||
| Vested and expected to vest at June 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2025 | $ | $ | ||||||||||||||
The
aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on warrants with an exercise price
less than the company’s stock price of $
Restricted Stock Units
The following table summarizes the restricted stock activity for the six months ended June 30, 2025:
SCHEDULE OF RESTRICTED STOCK ACTIVITY
| Restricted shares issued as of January 1, 2025 | ||||
| Granted | ||||
| Vested and issued | ( | ) | ||
| Forfeited | ( | ) | ||
| Total | ||||
| Comprised of: | ||||
| Vested restricted shares as of June 30, 2025 | ||||
| Unvested restricted shares as of June 30, 2025 |
| 21 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
During
the six months ended June, 2025, the Company granted an aggregate of
Mr. Williams RSUs vest over an 18-month period, with one-third vesting on April 24, 2026 and the remaining two-thirds vesting in five substantially equal quarterly installments thereafter, subject to continued service.
During
the six months ended June 30, 2025, the Company issued an aggregate of
Stock
based compensation expense related to RSU grants was $
ViralClear Pharmaceuticals, Inc.
2019 Long-Term Incentive Plan
There
are
Warrants (ViralClear)
A summary of the warrant activity for three months ended June 30, 2025 is as follows:
SCHEDULE OF WARRANT ACTIVITY
| Weighted-Average | ||||||||||||
| Remaining | ||||||||||||
| Weighted-Average | Contractual | |||||||||||
| Shares | Exercise Price | Term | ||||||||||
| Outstanding at January 1, 2025 | $ | |||||||||||
| Forfeited/expired | ( | ) | ||||||||||
| Outstanding at June 30, 2025 | $ | |||||||||||
| Exercisable at June 30, 2025 | $ | |||||||||||
The following table presents information related to warrants (ViralClear) at June 30, 2025:
SCHEDULE OF INFORMATION RELATED TO WARRANTS
| Exercise | Number | Expiration | ||||||
| Price | Outstanding | Date | ||||||
| $ | ||||||||
Restricted stock units (ViralClear)
The following table summarizes the restricted stock activity for the six months ended June 30, 2025:
SCHEDULE OF RESTRICTED STOCK ACTIVITY
| Restricted shares outstanding at January 1, 2025: | ||||
| Forfeited | - | |||
| Total restricted shares outstanding at June 30, 2025: | ||||
| Comprised of: | ||||
| Vested restricted shares as of June 30, 2025 | ||||
| Unvested restricted shares as of June 30, 2025 | - | |||
| Total |
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 June 30, 2025:
SCHEDULE OF INFORMATION RELATED TO WARRANTS
| Exercise | Number | Expiration | ||||||
| Price | Outstanding | Date | ||||||
| $ | ||||||||
NOTE 11 – NON-CONTROLLING INTEREST
As
of June 30, 2025 and December 31, 2024, the Company had a majority interest in ViralClear of
| 22 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
A reconciliation of ViralClear Pharmaceuticals, Inc. and BioSig AI Sciences, Inc. non-controlling loss attributable to the Company:
Net loss attributable to the non-controlling interest for the three months ended June 30, 2025 (000’s):
SCHEDULE OF NON-CONTROLLING INTEREST
| ViralClear | BioSig AI | |||||||||||
| Pharmaceuticals, Inc. | Sciences, Inc. | Total | ||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||
| Net income | $ | - | $ | $ | ||||||||
| Average Non-Controlling interest percentage of losses | % | % | % | |||||||||
| Net income attributable to non-controlling interest | $ | - | $ | $ | ||||||||
Net loss attributable to the non-controlling interest for the three months ended June 30, 2024 (000’s):
| ViralClear | BioSig AI | |||||||||||
| Pharmaceuticals, Inc. | Sciences, Inc. | Total | ||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||
| Net income (loss) | $ | - | $ | $ | ||||||||
| Average Non-Controlling interest percentage of profit/losses | % | % | % | |||||||||
| Net income (loss) attributable to non-controlling interest | $ | - | $ | $ | ||||||||
Net loss attributable to the non-controlling interest for the six months ended June 30, 2025 (000’s):
| ViralClear | BioSig AI | |||||||||||
| Pharmaceuticals, Inc. | Sciences, Inc. | Total | ||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||
| Net income | $ | - | $ | $ | ||||||||
| Average Non-Controlling interest percentage of losses | % | % | % | |||||||||
| Net income attributable to non-controlling interest | $ | - | $ | $ | ||||||||
Net loss attributable to the non-controlling interest for the six months ended June, 2024 (000’s):
| ViralClear | BioSig AI | |||||||||||
| Pharmaceuticals, Inc. | Sciences, Inc. | Total | ||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | |||||
| Average Non-Controlling interest percentage of profit/losses | % | % | % | |||||||||
| Net income (loss) attributable to non-controlling interest | $ | ( | ) | $ | $ | ( | ) | |||||
The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2025 (000’s):
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST
| ViralClear | BioSig AI | |||||||||||
| Pharmaceuticals, Inc. | Sciences, Inc. | Total | ||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||
| Balance, January 1, 2025 | $ | ( | ) | $ | $ | |||||||
| Net income attributable to non-controlling interest | - | |||||||||||
| Balance, June 30, 2025 | $ | ( | ) | $ | $ | |||||||
The following table summarizes the changes in non-controlling interest for the six months ended June 30, 2024 (000’s):
| ViralClear | BioSig AI | |||||||||||
| Pharmaceuticals, Inc. | Sciences, Inc. | Total | ||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||
| Balance, January 1, 2024 | $ | ( | ) | $ | $ | |||||||
| Net income (loss) attributable to non-controlling interest | ( | ) | ( | ) | ||||||||
| Balance, June 30, 2024 | $ | ( | ) | $ | $ | |||||||
| 23 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 12 — COMMITMENTS AND CONTINGENCIES
Operating leases
See Note 6 for operating lease discussion.
2017 Know-How License Agreement with Mayo Foundation
On
March 15, 2017, the Company entered into an exclusive license agreement with Mayo Foundation for Medical Education and Research, covering
specific know-how and patent applications in signal processing and electrophysiology. The agreement has a ten-year term. The Company
is obligated to pay royalties of
EP Software License Agreement (2019)
On
November 20, 2019, the Company entered into an exclusive worldwide license agreement with Mayo for electrophysiology software and related
patent rights. The agreement includes earned royalty payments and milestone payments up to $
Tools License Agreement (2019)
Also
on November 20, 2019, the Company entered into an amended and restated license agreement with Mayo for electrophysiology systems. The
Company paid an upfront fee of $
ViralClear License Agreement (2019)
On
November 20, 2019, the Company’s majority-owned subsidiary, ViralClear, entered into an exclusive license agreement with Mayo for
technologies related to stimulation and electroporation for various medical treatments. The agreement includes earned royalty payments
and milestone payments up to $
Trek Therapeutics Agreement
On
March 24, 2020, ViralClear agreed to pay Trek Therapeutics, PBC, 10% of any consideration received from sublicensing, sale, transfer,
or similar transactions. Additionally, ViralClear received rights from Trek involving certain formulas and compounds, with milestone
payments of $
TriView Capital Ltd.
On
June 1, 2025, the Company entered into an agreement with TriView Capital Ltd. (“TriView”) to acquire
Under the terms of the agreement:
| ● | The
Company will receive the | |
| ● | The June 2025 installment was paid and is recorded in prepaid expenses and vendor deposits on the unaudited condensed consolidated balance sheet as of June 30, 2025. | |
| ● | If the Company fails to make any installment payment, TriView has the contractual right to terminate the agreement. | |
| ● | TriView also retains the right to cancel the agreement at any time, in which case it must refund any amounts previously paid by the Company. | |
| ● | The
Company holds an option to acquire the remaining |
As of June 30, 2025, the Company has not recognized any ownership interest in TriView, as the full purchase consideration has not yet been paid and the equity interest has not been issued. The agreement is subject to cancellation by either party, and therefore, no investment asset has been recorded.
Management will continue to evaluate the agreement under ASC 321 – Investments – Equity Method and Joint Ventures and ASC 450 – Contingencies, and will assess whether any future payments or changes in the agreement give rise to recognition of an investment or contingent liability.
| 24 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
Equity Line of Credit
On
February 28, 2025 (the “Effective Date”), the Company entered into a Equity Subscription Agreement (the “Subscription
Agreement”) with Lind Global Fund III, LP (the “Investor”). Pursuant to the Subscription Agreement, the Company has
the right, but not the obligation, to sell to the Investor from time to time (each such occurrence, an “Advance”) up to $
As
consideration for the Investor’s irrevocable commitment (subject to the conditions set forth in the Subscription Agreement) to
purchase the Company’s Common Stock up to the Commitment Amount, the Company issued
The Investor’s obligation to purchase the Company’s shares of Common Stock pursuant to the Subscription Agreement is subject to a number of conditions, including that the Company file a registration statement on Form S-1 or Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), registering the issuance and sale of the Commitment Shares and the Advance Shares to be issued and sold pursuant to an Advance under the Securities Act of 1933, as amended (the “Securities Act”), and that the Registration Statement be declared effective by the SEC. The Company has not filed a registration statement on a Form S-1 or Form S-3 as of June 30, 2025.
Finder Agreements Related to Streamex Transaction
On May 27, 2025, the Company and Streamex entered into separate Finder Agreements with three unaffiliated third parties (each, a “Finder”) in connection with the transactions contemplated by the Share Purchase Agreement dated May 23, 2025, among the Company, Streamex, and related parties.
Under
the terms of the Finder Agreements, the Finders facilitated introductions between Streamex and Company management. As compensation for
these introductory services, the Company agreed to issue to the Finders, in aggregate, shares of its common stock representing
| 25 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
The Finder Agreements expressly disclaim any participation by the Finders in the negotiation, structuring, advisory, or securities-related services in connection with the Share Purchase Agreement. The Finders are not registered broker-dealers or investment advisers and are not providing services that would require such registration.
The Streamex transaction successfully closed
on May 28, 2025. Although the issuance of shares to the Finders remains contingent upon shareholder approval of the Parent Stockholder
Matters, the Company determined that the obligation to compensate the Finders was probable upon the Closing. Accordingly, the Company
recognized expense and recorded an accrual of approximately $
Share Purchase Agreement with Streamex
On
May 23, 2025, the Company entered into a Share Purchase Agreement with Streamex Exchange Corporation and related parties. The transaction
closed on May 28, 2025, at which time the Company, through a wholly owned subsidiary, acquired all issued and outstanding shares of Streamex
in exchange for
In accordance with Nasdaq listing rules, the exchangeable shares are initially limited to 19.9% of the Company’s pre-transaction common stock outstanding. The Company is seeking shareholder approval of certain matters outlined in the Share Purchase Agreement (the “Parent Stockholder Matters”), which would authorize sufficient common stock and remove the conversion cap. Upon approval, Streamex shareholders would be entitled to convert their exchangeable shares into BioSig common stock up to a total of 75% of the Company’s fully diluted common stock. No additional shares are issued—rather, the approval enables full conversion of shares already held. If such approval is not obtained by November 28, 2025, the exchange ratio will adjust from 1.0 to 1.25, increasing the number of common stock issuable upon conversion of each exchangeable share.
As of June 30, 2025, shareholder approval of the Parent Stockholder Matters had not been obtained, and the exchangeable shares remain subject to the initial conversion limitations.
Litigation
On
February 22, 2024, the Company received a threat of litigation seeking restitution for losses resulting from alleged unlawful actions
taken by the Company and its board of directors. The claimant contends that he and others have sustained losses totaling approximately
$
We may be subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.
Stock-based compensation
The Company takes some tax positions, including the reporting of stock-based compensation, that may not be accepted by the Internal Revenue Service upon an examination, and we may be subject to penalties for underreporting of recipient’s income. The result of any such examination is uncertain, and any such penalties could be material to our financial position and results of operations given our current limited cash and revenues.
| 26 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 13 – BUSINESS ACQUISITION
Streamex Exchange Corporation
Transaction Overview
On
The acquisition was effected pursuant to a Share Purchase Agreement dated May 23, 2025, as amended on May 27, 2025 (collectively, the “Agreement”), by and among BioSig, its wholly-owned subsidiaries BST Sub ULC (“ExchangeCo”) and 1540875 B.C. Ltd. (“CallCo”), the shareholders of Streamex (the “Shareholders”), and 1540873 B.C. Ltd., as trustee under the Exchange Rights Agreement.
Under
the terms of the Agreement, ExchangeCo acquired all of the issued and outstanding shares of Streamex (the “Purchased Shares”)
in exchange for
The purpose of the Acquisition is to enhance shareholder value by combining with a privately held operating company and positioning the combined entity for future growth with expansion into digital commodity trading and blockchain-based financial technologies. The acquisition is expected to enhance BioSig’s product offerings, accelerate blockchain integration, and provide access to Streamex’s engineering talent and regulatory infrastructure.
Shareholder Approval and Contingent Features
Initially, the Exchangeable Shares are not exchangeable into more than 19.99% of BioSig’s outstanding common stock on a pre-transaction basis, in accordance with Nasdaq listing rules. Following the closing, BioSig intends to seek stockholder approval to:
| ● | Approve the issuance of our shares of common stock exchangeable for Exchangeable Shares and one share of Special Voting Preferred Stock in connection with the Agreement. | |
| ● | Approve the New Incentive Plan as outlined in the Agreement. | |
| ● | Approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized
shares of common stock from | |
| ● | Approve of an amendment to our Amended and Restated Certificate of Incorporation to classify our board of directors into three staggered classes. |
If
stockholder approval is obtained, the Shareholders will be entitled to receive, in total, shares representing
Consideration Transferred
The
preliminary fair value of the consideration transferred was $
| ● | $ | |
| ● | $ |
Due to the lack of an active market for the Exchangeable Shares and the contingent nature of their conversion, a fundamentals-based valuation approach was used to estimate the fair value of the consideration. The contingent consideration related to the potential adjustment of the Exchange Ratio from 1.0 to 1.25—triggered if shareholder approval is not obtained within six months following the closing date—is not included in the preliminary purchase consideration as of May 28, 2025. Management believes it is probable that shareholder approval will be obtained within the specified period, and therefore, the contingency is not considered to represent a currently estimable obligation under ASC 805.
In
connection with the acquisition of Streamex Exchange Corporation, the Company incurred total acquisition-related costs of $
Purchase Price Allocation
The Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”) and recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. As the Company finalizes the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date).
| 27 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
The Company recorded all tangible and identifiable intangible assets acquired and liabilities assumed at their preliminary estimated fair values as of the acquisition date. The preliminary allocation is as follows:
SCHEDULE OF TANGIBLE AND IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND LIABILITIES ASSUMED
| Preliminary Amount Recognized as of the Acquisition Date (In Thousands) | ||||
| Assets acquired | ||||
| Cash | $ | |||
| Due from related party | ||||
| Sales tax receivable | ||||
| Prepaid expenses | ||||
| Trade name | ||||
| Developed technology | ||||
| Legal and compliance framework | ||||
| Goodwill | ||||
| Total assets acquired | $ | |||
| Liabilities assumed | ||||
| Accounts payable and accrued expenses | $ | ( | ) | |
| Total liabilities assumed | $ | ( | ) | |
| Net assets acquired | ||||
No adjustments to the purchase price were recorded during the measurement period ended June 30, 2025. Changes to the provisional amounts recognized at the acquisition date—if based on new information about facts and circumstances that existed as of the acquisition—must be accounted for retrospectively during the measurement period. As no such changes were identified during the current period, the preliminary purchase price allocation remains unchanged.
Intangible Assets
The Company identified the following finite-lived intangible assets:
| ● | Trade
Name: Valued at $ | |
| ● | Developed Technology | |
| Comprised of two distinct components, both valued using the multi-period excess earnings method (MPEEM) and amortized over 8 years: |
| ● | Securitization
Platform: Valued at $ | |
| ● | Blockchain
Integration: Valued at $ |
| ● | Legal
and Compliance Framework: Valued at $ |
Goodwill
Goodwill
of $
Measurement Period
The Acquisition was recorded as a business combination on a preliminary valuation of assets acquired and liabilities assumed at their acquisition date fair values using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs). We expect to complete our purchase price allocation, as well as our fair value estimate of the purchase price consideration as soon as reasonably possible, not to exceed one year from the acquisition date. Adjustments to the preliminary purchase price allocation could be material. Goodwill and intangible assets represent the excess of the purchase price consideration over the preliminary valuation of the net assets acquired.
As of June 30, 2025, the purchase price allocation remains preliminary. The Company is continuing to assess the fair values of certain identifiable intangible assets and contingent liabilities, including the potential adjustment to exchangeable shares in the event shareholder approval is not obtained. As the shareholder vote had not occurred as of June 30, 2025, the related contingency remains unresolved and subject to final valuation.
Pro-Forma Financial Information (Unaudited)
The following unaudited pro forma information presents the consolidated results of Streamex included in the Company’s unaudited condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2025, as if the acquisition was made on January 1, 2025, and operations for the three and six months ended June 30, 2024, as if the Acquisition had occurred on April 5, 2024, the date of inception of Streamex. The unaudited pro forma information is presented for illustrative purposes only. It is not necessarily indicative of the results of operations of future periods, or the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results that the combined company will experience after the acquisition. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur related to the acquisition as part of combining the operations of the companies.
The unaudited pro forma consolidated results of revenue and net loss, assuming the acquisition had occurred on January 1, 2025, is as follows:
SCHEDULE OF UNAUDITED PRO FORMA CONSOLIDATED RESULTS OF REVENUE AND NET LOSS
| For the Three months Ended June 30, 2025 | For the Six months ended June 30, 2025 | |||||||
| Revenue | $ | - | $ | |||||
| Net loss | ( | ) | ( | ) | ||||
| 28 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
The unaudited pro forma consolidated results of revenue and net loss, assuming the acquisitions had occurred on April 1, 2024, the date of inception of Streamex, is as follows:
For
the | For
the | |||||||
| Revenue | $ | $ | ||||||
| Net loss | ( | ) | ( | ) | ||||
The unaudited pro forma results for the three months ended June 30, 2025, include material nonrecurring adjustments
related to the Streamex acquisition, including $
The unaudited pro forma results for the six months
ended June 30, 2025, include material nonrecurring adjustments of $
The unaudited pro forma results for the
three and six months ended June 30, 2024, include material nonrecurring adjustments of $
For the three and six months ended June 30, 2025, the operating activities of Streamex included in the Company’s consolidated statement of operations and comprehensive loss were insignificant to the Company’s financial results.
NOTE 14 – FAIR VALUE MEASUREMENTS
The Company measures certain financial instruments at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to tangible property and equipment, goodwill and other intangible assets, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. For these assets, the Company does not periodically adjust carrying value to fair value except in the event of impairment. If it is determined that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is included in impairments and other charges, net in the consolidated statements of operations.
Assets that are measured at fair value and classified as level 3 on a nonrecurring basis are as follows:
SUMMARY OF ASSETS MEASURED AT FAIR VALUE ON NONRECURRING BASIS
| Description | May 28, 2025 | |||
| Trade name | $ | |||
| Developed technology | $ | |||
| Legal and compliance framework | $ | |||
| Goodwill | $ | |||
All these assets were measured at the acquisition dates in conjunction with the Streamex acquisition.
The significant unobservable inputs used in our level 3 fair value measurements during the six months ended June 30, 2025 are as follows:
SUMMARY OF UNOBSERVABLE INPUTS
| Areas | Valuation Techniques | Unobservable Inputs | Range (Weighted Average) | |||||
| Trade name | Relief-from-Royalty Method | Royality Rate | % | |||||
| Revenue Growth Rate | 53% average through FY2030, 3% thereafter | |||||||
| Discount rate | % | |||||||
| Income tax rate | % | |||||||
| Tax amortization period | ||||||||
| Developed technology | Multi-Period Excess Earnings Method (MPEEM) | Royalty rate | % | |||||
| Revenue Growth Rates | 53% average through FY2030, 3% thereafter | |||||||
| Expense Growth Rates | % | |||||||
| Contributory Assets’ Charge | % | |||||||
Obsolesce | Sigmoid curve over | |||||||
| Distributor EBIT margin for customer relationships | % | |||||||
| Discount rate | % | |||||||
| Income tax rate | % | |||||||
| Tax amortization period | ||||||||
| Legal and compliance framework | Cost Approach | Replacement cost growth rate | % | |||||
| Cap Ex Rates | 1 | % | ||||||
| Contributory Assets Rates | 40 | % | ||||||
| After tax rate of return | % | |||||||
| Useful life | ||||||||
In
connection with the acquisition of Streamex Exchange Corporation on May 28, 2025, BioSig Technologies, Inc. issued
Due to the lack of an active market and the contingent nature of conversion, the Exchangeable Shares were classified as a Level 3 instrument under ASC 820.
The
fair value of the derivative liability was estimated using a discounted cash flow method. The following table summarizes the significant
unobservable inputs used in the valuation:
Initial Recognition – May 28, 2025
| 29 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
The fair value of the Exchangeable Shares upon initial recognition was estimated using a fundamentals-based valuation of Streamex’s enterprise value, rather than observable market inputs. The valuation incorporated:
| ● | Valuation technique: Discounted Cash Flow (DCF) method | |
| ● | Key unobservable inputs: |
| ○ | Discount
rate: | |
| ○ | Terminal
growth rate: | |
| ○ | Capitalization
rate: | |
| ○ | Revenue growth rate: 53% average annual growth through FY2030, 3% thereafter | |
| ○ | Expense rate: 16% - 26% | |
| ○ | Capital expenditure rate: 1% of revenue annually | |
| ○ | Income
tax rate: |
| ● | Fair
value conclusion: $ |
This valuation was used to determine the total preliminary purchase consideration for the acquisition.
Subsequent Measurement – June 30, 2025
As of June 30, 2025, the Exchangeable Shares remained unlisted and subject to shareholder approval for full conversion. No observable market transactions occurred during the period. The Company reassessed the fair value using updated inputs, including:
| ● | Reaffirmed discount rate: | |
| ● | Updated cash flow projections: No material deviation from initial PFI | |
| ● | Conversion probability: Management continued to assess shareholder approval as probable, but not yet obtained |
As
a result, the fair value of the Exchangeable Shares remained unchanged at $
Rollforward of Level 3 Fair Value Measurements:
SUMMARY OF FAIR VALUE MEASUREMENTS DERIVATIVE LIABILITY
| Amount ($000s) | ||||
| Initial recognition (May 28, 2025) | $ | |||
| Change in fair value | - | |||
| Settlements (Exchange to Common Stock)* | - | |||
| Balance as of June 30, 2025 | $ | |||
| Balance | $ | |||
| * |
There were no transfers into or out of Level 3 during the period. Any future exchanges of Exchangeable Shares for common stock will be reflected as settlements in the rollforward table.
The Company’s valuation process for Level 3 fair value measurements involves consultation with independent valuation specialists and review by management. The process includes regular reassessment of key assumptions and inputs.
The fair value of the Exchangeable Shares is sensitive to changes in key unobservable inputs, particularly the discount rate and projected cash flows. An increase in the discount rate or a decrease in projected cash flows would result in a lower fair value measurement. These inputs are interrelated, as higher perceived risk (reflected in the discount rate) may also impact management’s cash flow expectations. Due to the venture-stage nature of Streamex and the contingent conversion feature, the valuation remains highly sensitive to these assumptions.
NOTE 15 – SEGMENT REPORTING
Chief Operating Decision Maker (CODM) and Segment Evaluation
On May 28, 2025, in connection with the acquisition of Streamex Exchange Corporation, the Company appointed Henry McPhie, former co-founder and CEO of Streamex, as its new Chief Executive Officer and Board of Directors. As a result of this leadership change, Mr. McPhie was designated as the Company’s new Chief Operating Decision Maker (“CODM”), replacing Anthony Amato, the Company’s former CEO and director.
Following this change, the Company re-evaluated its operating and reportable segments based on the internal financial information reviewed by the CODM for purposes of performance assessment and resource allocation. Although the acquisition of Streamex introduced a new line of business focused on digital asset infrastructure, the CODM has not yet begun reviewing Streamex’s operating results separately for purposes of performance assessment or resource allocation. As of June 30, 2025, the CODM continues to evaluate the Company’s financial performance on a consolidated basis, and the internal reporting structure has not been modified to reflect discrete segment-level financial information.
Management believes that a transitional period is appropriate given the timing of the acquisition, the pre-revenue status of Streamex, and the pending financing and shareholder approvals necessary to operationalize the Streamex platform. Accordingly, the Company has concluded that no change in reportable segments has occurred as of June 30, 2025. The Company will continue to monitor the CODM’s review practices and internal reporting structure and will update its segment disclosures in future periods if and when discrete financial information is regularly reviewed at the segment level.
| 30 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
In accordance with ASC 280-10-50-34, if a change in reportable segments occurs in a future period, the Company will recast prior-period segment disclosures retrospectively to reflect the new segment structure.
Basis of Segmentation
The Company’s CODM evaluates financial performance and allocates resources on a consolidated basis. The Company manages its operations as one integrated business, and the CODM does not receive or review separate financial information for Streamex or any other business unit. This approach reflects the manner in which the CODM:
| ● | Assesses performance against budgeted targets; | |
| ● | Forecasts future financial results; | |
| ● | Makes strategic and operational decisions; | |
| ● | Allocates resources across the organization. |
Accordingly, the Company has determined that it operates as one reportable and operating segment as of June 30, 2025
Management continues to evaluate whether the Streamex business may become a separate reportable segment in future periods, depending on the scale and financial significance, and the CODM’s review of discrete operating results.
Segment Performance Measures
The primary measure used by the CODM to assess performance is consolidated net loss, which is reviewed in conjunction with other consolidated financial metrics. The CODM also evaluates actual results against budgeted amounts and considers consolidated operating results in making decisions about research and development investments and other strategic initiatives.
Segment assets are not separately reported to or reviewed by the CODM. Therefore, the Company does not disclose segment asset information. All assets are managed on a consolidated basis and are reported in the Company’s unaudited condensed consolidated balance sheets.
The Company does not currently disclose geographic revenue or customer concentration by segment, as such information is not reviewed by the CODM. However, this will be reassessed as operations evolve.
Revenue and Expense Information
Information concerning the operations of the Company’s reportable segments is as follows:
SCHEDULE OF SEGMENT REPORTING
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For The Three Months Ended | For The Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (000’s) | (000’s) | (000’s) | (000’s) | |||||||||||||
| Revenues | $ | - | $ | $ | - | $ | ||||||||||
| Less Segment expenses: | ||||||||||||||||
| Research and development | ||||||||||||||||
| Research and development - stock-based compensation expenses | - | - | ||||||||||||||
| General and administrative | ||||||||||||||||
| General and administrative - stock-based compensation expenses | ||||||||||||||||
| Impairment of long term assets | - | - | - | |||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating and segment expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Plus: | ||||||||||||||||
| Interest income (expense) | ( | ) | ( | ) | ||||||||||||
| Gain on settlement and extinguishment of debt | ( | ) | ||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income (expense) | ( | ) | ||||||||||||||
| Segment Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss attributable to BioSig Technologies, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 31 |
BIOSIG TECHNOLOGIES, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 (unaudited)
NOTE 16 – 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 June 30, 2025 and December 31, 2024, was $
During the six months ended June 30, 2025, the Company issued an aggregate of 235,000 shares of its common stock to Mr. Groenewald, the Interim Chief Financial Officer, with a total grant-date fair value of $0.95 million
During
the six months ended June 30, 2025, the Company issued
NOTE 17 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date on which these unaudited condensed financial statements were issued. Other than as described in the notes above, the Company did not have any material subsequent events that impacted its unaudited condensed financial statements or disclosures.
Equity transactions
In
July and August 2025, the Company issued an aggregate of
Senior Secured Convertible Debenture and Equity Agreements
On
July 7, 2025, BioSig Technologies, Inc. entered into a secured convertible debenture purchase agreement with YA II PN, LTD., a
Cayman Islands exempt limited company (“Yorkville” or the “Investor”), pursuant to which Yorkville will
purchase senior secured convertible debentures in the aggregate principal amount of USD$
Under
the amended terms, Yorkville will purchase two secured convertible debentures: one in the principal amount of $
Standby Equity Purchase Agreement
On
July 7, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with an institutional investor (the “Investor”).
Under the SEPA, the Company has the right, but not the obligation, to issue and sell to the Investor up to $
The
Company controls the timing and amount of any sales of Common Stock to the Investor under the SEPA at its discretion. The Company may
deliver an advance notice (“Advance Notice”) to the Investor specifying the number of shares it elects to sell, but may not
deliver an Advance Notice until any issued Convertible Debenture(s) has been repaid and/or converted in full, except with the Investor’s
prior written consent.
The Company is required file a registration statement with the SEC to register for resale the Common Stock issuable under the SEPA and is required agree to maintain its effectiveness during the term of the SEPA. The Investor’s obligation to purchase Common Stock under the SEPA is subject to customary closing conditions, including the effectiveness of the registration statement.
As
consideration for the Investor’s commitment under the SEPA, the
The SEPA contains customary representations, warranties, covenants, conditions, and indemnification obligations of the parties. The SEPA will terminate automatically on the earliest of (i) 36 months after the date of execution, or (ii) the date the Investor has purchased the full commitment amount of Common Stock. The Company may also terminate the SEPA at any time without fee or penalty upon five business days’ written notice to the Investor, provided there are no pending Advance Notices.
August 2025 Public Offering
On August 15, 2025, the Company completed a public offering of
| 32 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.
Business Overview
On May 28, 2025, BioSig Technologies, Inc. (“BioSig” or the “Company”) completed its acquisition of Streamex Exchange Corporation (“Streamex”). As a result, the financial results for the three months ended June 30, 2025 include the full operations of BioSig and its wholly and majority-owned subsidiaries, as well as approximately five weeks of operations from the acquired Streamex business.
BioSig is a medical device technology company focused on developing and commercializing advanced digital signal processing solutions for electrophysiology. The Company’s flagship product, the PURE EP™ Platform (“PURE EP™”), is designed to deliver real-time, high-fidelity cardiac signal data to electrophysiologists during ablation procedures for the treatment of cardiovascular arrhythmias.
The PURE EP™ Platform enables the acquisition of raw intracardiac signals with minimal noise and interference, supporting improved procedural outcomes and clinical decision-making. By preserving the integrity of complex cardiac signals, PURE EP™ is intended to enhance workflow efficiency and support the treatment of challenging arrhythmias, including ventricular tachycardia (VT) and atrial fibrillation (AF).
In recent quarters, BioSig has shifted its strategic focus from commercial hardware distribution to the research and development of proprietary software algorithms. These algorithms aim to advance the understanding of cardiac tissue characteristics and ablation mechanisms. Data collection efforts began in December 2023 and remain ongoing. A key area of focus is improving the specificity and long-term outcomes of pulsed field ablation (PFA), a rapidly adopted technique in electrophysiology.
As of June 30, 2025, BioSig’s intellectual property portfolio includes:
| ● | 41 issued or allowed utility patents, of which 29 list BioSig as at least one of the applicants; | |
| ● | 31 pending U.S. and foreign utility patent applications, jointly or solely filed by BioSig and Mayo Foundation for Medical Education and Research (“Mayo”); | |
| ● | 1 issued U.S. patent and 1 pending U.S. application related to artificial intelligence (AI); | |
| ● | 30 issued worldwide design patents, covering display screens and graphical user interfaces for biomedical signal visualization; | |
| ● | 12 issued/allowed patents and 9 pending applications licensed from Mayo, primarily directed to electroporation and stimulation technologies. |
Through the acquisition of Streamex, BioSig has expanded its strategic focus to include digital infrastructure for the tokenization and exchange of real-world assets (“RWAs”), with an initial emphasis on gold-backed financial products. Streamex is developing a blockchain-based platform designed to facilitate the compliant issuance, trading, and custody of tokenized commodities and structured digital securities.
As of the reporting date, Streamex remains in the development stage and is pre-revenue. The Company is actively building out the platform’s architecture, regulatory framework, and strategic partnerships. Revenue-generating activities are expected to commence upon the launch of Streamex’s tokenized gold financing product, which is currently under development.
| 33 |
Results of Operations (000’s)
We anticipate that our results of operations will fluctuate for the foreseeable future due to several factors, such as the progress of our research and development and commercialization efforts, the timing and outcome of future regulatory submissions and uncertainty around the current pandemic. Due to these uncertainties, accurate predictions of future operations are difficult or impossible to make.
Three Months Ended June 30, 2025 Compared to Three Months June 30, 2024 (000’s)
Revenues and Cost of Goods Sold. Revenue for the three months ended June 30, 2025 and 2024 was $0 and $13, respectively, and comprised of recognized service revenue.
We derive our revenue primarily from the sale of our medical device, PURE EP™ Platform, as well as related support and maintenance services and software upgrades in connection with the device.
Research and Development Expenses. Research and development expenses for the three months ended June 30, 2025 were $19, a decrease of $323, or 94%, from $342 for the three months ended June 30, 2024. The decrease is primarily due to decreases in payroll, Data/AI development and research and clinical studies and design work for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. These reductions reflect a strategic shift in resource allocation during the quarter, as the Company prioritized efforts toward closing the Streamex acquisition. As a result, certain R&D initiatives were temporarily paused or scaled back to support transaction-related activities, including due diligence, integration planning, and executive bandwidth reallocation.
Research and development expenses were comprised of the following:
Three months ended:
June 30, 2025 | June 30, 2024 | |||||||
| Salaries and equity compensation | $ | - | $ | 191 | ||||
| Consulting expenses | - | 120 | ||||||
| Research and clinical studies and design work | - | 12 | ||||||
| Regulatory | - | 1 | ||||||
| Travel, supplies, other | 19 | 18 | ||||||
| Total | $ | 19 | $ | 342 | ||||
General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2025 were $19,792, an increase of $14,878 or 303%, from $4,914 incurred in the three months ended June 30, 2024. This increase is primarily due to an increase in stock-based compensation and professional fees consisting of legal, accounting and third-party consulting related to the acquisition of Streamex in the current period compared to the prior period. Stock-based compensation was $12.1 million in the current period and made up approximately 61% of the general and administrative expense during the current period as compared to $4.3 million in the prior period. The increase in stock-based compensation is due to the first amendment to the executive employment agreement with Mr. Amato in connection with the Streamex acquisition and paying third party consultants with stock in connection with the Streamex acquisition. Additionally, the Company also recognized $6.0 million related to the finders fee in connection with the Streamex acquisition.
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Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended June 30, 2025 totaled $554, an increase of $505, or 1031%, over the expense of $49 incurred in the three months ended June 30, 2024, as a direct result of the amortization of the intangible assets recognized from the acquisition of Streamex.
Other Income (Expense). Other income (expense) for the three months ended June 30, 2025 totaled $3, a decrease in other income of $1,384, over the income of $1,381 incurred in the three months ended June 30, 2024, as a direct result of our gain on settlement and extinguishment of accounts payable negotiated by management during the prior period.
Preferred Stock Dividend. Preferred stock dividend for the three months ended June 30, 2025 and 2024 totaled $2 and $3, respectively. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015.
Net Loss Attributable to BioSig Technologies, Inc. Common Shareholders. As a result of the foregoing, net loss attributable to common shareholders for the three months ended June 30, 2025 was $20,374 compared to a net loss of $3,918 for the three months ended June 30, 2024.
Six Months Ended June 30, 2025 Compared to Six Months June 30, 2024 (000’s)
Revenues and Cost of Goods Sold. Revenue for the six months ended June 30, 2025 and 2024 was $0 and $27, respectively, and comprised of recognized service revenue.
We derive our revenue primarily from the sale of our medical device, PURE EP™ Platform, as well as related support and maintenance services and software upgrades in connection with the device.
Research and Development Expenses. Research and development expenses for the six months ended June 30, 2025 were $25, a decrease of $555, or 96%, from $580 for the six months ended June 30, 2024. The decrease is primarily due to decreases in payroll, Data/AI development and research and clinical studies and design work for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. These reductions reflect a strategic shift in resource allocation during the quarter, as the Company prioritized efforts toward closing the Streamex acquisition. As a result, certain R&D initiatives were temporarily paused or scaled back to support transaction-related activities, including due diligence, integration planning, and executive bandwidth reallocation.
Research and development expenses were comprised of the following:
Six months ended:
June 30, 2025 | June 30, 2024 | |||||||
| Salaries and equity compensation | $ | - | $ | 364 | ||||
| Consulting expenses | 1 | 120 | ||||||
| Research and clinical studies and design work | - | 51 | ||||||
| Regulatory | - | 2 | ||||||
| Travel, supplies, other | 24 | 43 | ||||||
| Total | $ | 25 | $ | 580 | ||||
General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2025 were $22,748 an increase of $14,952 or 192%, from $7,796 incurred in the six months ended June 30, 2024. This increase is primarily due to an increase in stock-based compensation and professional fees consisting of legal, accounting and third-party consulting related to the acquisition of Streamex in the current period compared to the prior period. Stock-based compensation was $14.2 million in the current period and made up approximately 62% of the general and administrative expense during the current period as compared to $5.4 million in the prior period. The increase in stock-based compensation is due to the first amendment to the executive employment agreement contract with Mr. Amato in connection with the Streamex acquisition and paying third party consultants with stock in connection with the Streamex acquisition. Additionally, the Company also recognized $6.0 million related to the finders fee in connection with the Streamex acquisition.
Impairment of Long Term Assets. For the six months ended June 30, 2025, the Company determined that no events or changes in circumstances existed that would indicate any impairment of its long-lived assets. During the six months ended June 30, 2024, the Company re-assessed it’s carrying amounts of certain property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded the estimated undiscounted future cash flows. Accordingly, the Company recorded a $253 impairment charge to current operations.
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Depreciation and Amortization Expense. Depreciation and amortization expense for the six months ended June 30, 2025 totaled $577, an increase of $450, or 354%, over the expense of $127 incurred in the six months ended June 30, 2024, as a direct result of the amortization of the intangible assets recognized from the acquisition of Streamex.
Other Income (Expense). Other income (expense) for the six months ended June 30, 2025 totaled $181, a decrease in other income of $1,222, over the income of $1,403 incurred in the six months ended June 30, 2024, as a direct result of our gain on settlement and extinguishment of accounts payable negotiated by management during the prior period.
Preferred Stock Dividend. Preferred stock dividend for the six months ended June 30, 2025 and 2024 totaled $(5) and $(5), respectively. Preferred stock dividends are related to the dividends accrued on our Series C Preferred Stock issued during the period from 2013 through 2015. In addition, the Series C Preferred stock conversion rate reset from $2.50 to $0.5302 in during the six months ended June 30, 2024, therefore we recorded a noncash deemed preferred stock dividend of $133 in the prior period.
Net Loss Attributable to BioSig Technologies, Inc. Common Shareholders. As a result of the foregoing, net loss attributable to common shareholders for the six months ended June 30, 2025 was $23,190 compared to a net loss of $7,455 for the six months ended June 30, 2024.
Segment Results
Operating Operating segments are defined as components of an enterprise for which discrete financial information is available and regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”) in assessing performance and allocating resources, in accordance with ASC 280, Segment Reporting.
On May 28, 2025, the Company appointed Henry McPhie, former CEO of Streamex Exchange Corporation, as its new CEO and Chairman of the Board of Directors, thereby designating him as the Company’s CODM. Following this leadership change and the acquisition of Streamex, the Company re-evaluated its internal reporting structure and the financial information reviewed by the CODM.
Based on this assessment, the CODM continues to evaluate the Company’s financial performance and make resource allocation decisions on a consolidated basis. The CODM reviews total revenues, total expenses, and expenses by functional classification across the entire enterprise, rather than by discrete business units. This approach reflects the integrated nature of the Company’s operations and the centralized management of its resources.
As a result, the Company has determined that it operates in one reportable and operating segment. This segment includes the Company’s legacy medical device operations, including the PURE EP™ Platform, as well as the development-stage activities related to the Streamex digital asset infrastructure business.
The Company will continue to monitor its internal reporting structure and the information reviewed by the CODM and will update its segment disclosures as necessary to reflect any changes in how the business is managed.
The Summary Statement of Operations and Comprehensive Loss for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, is detailed in Note 15 of the accompanying unaudited condensed consolidated financial statements.
Liquidity and Capital Resources and Going Concern ($000’s)
As of June 30, 2025, we had a working capital deficit of $110 million.
For the six months ended June 30, 2025, we used $2.39 million of cash in operating activities and provided $366 of cash in investing activities.
For the six months ended June 30, 2025, cash provided by financing activities totaled $4,700, comprised of proceeds from the sale of our common stock and warrants of $818 and proceeds from sale of common stock under the-at-the-marketing offering of $3,882.
As of June 30, 2025, we had an accumulated deficit of $278,529, a net loss attributable to BioSig Technologies, Inc. Common Shareholders of $23,190 and continued negative cash flows from operations. In addition, the Company does not currently have sufficient cash or committed financing to fund its operations for the twelve months following the issuance of this Form 10-Q. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
We expect to continue incurring operating losses and negative cash flows until our products, primarily the PURE EP™ Platform, achieve sustained commercial success. While we have commercial products available for sale, we have not yet generated significant revenue, and there is no assurance that future revenues will be sufficient to fund operations.
Additionally, our recently acquired Streamex business is in the development stage and has not yet generated revenue. We expect to incur additional costs related to platform development, regulatory compliance, and strategic partnerships before revenue-generating activities commence.
Our ability to continue as a going concern is dependent on securing additional financing. We are actively exploring various funding sources, including:
| ● | Public or private equity offerings | |
| ● | Strategic partnerships or licensing arrangements | |
| ● | Government grants or non-dilutive funding | |
| ● | Debt financing, where feasible |
We have implemented cost-saving measures to reduce our operating expenses, including reductions in executive compensation, workforce, and reliance on external consultants. These actions are intended to lower our cash burn rate and extend our operating runway. However, there can be no assurance that these measures will be sufficient or that we will be successful in obtaining the necessary funding.
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Series C Preferred Stock Redemption Risk
Our Series C Preferred Stock includes triggering events that may require redemption at the option of the holders. These include:
| ● | Redemption in cash at the greater of (i) 120% of the $1 stated value or (ii) the product of the variable weighted average price of our common stock and the stated value divided by the then-current conversion price; or | |
| ● | Redemption in common stock, calculated as the redemption amount divided by 75%. |
As of June 30, 2025, the aggregate stated value of our Series C Preferred Stock was $105. Triggering events include, among others, judgments exceeding $100,000 or the initiation of bankruptcy proceedings. If such events occur, we may be required to redeem the Series C Preferred Stock, which could result in a significant liquidity obligation that we may not be able to satisfy. Unpaid redemption amounts accrue interest at a rate of up to 18% per annum or the maximum rate permitted by law.
Future Capital Requirements and Risks
We expect to continue incurring expenses related to:
| ● | Commercialization of the PURE EP™ Platform | |
| ● | Research and development of new product candidates | |
| ● | Clinical trials and regulatory activities | |
| ● | Expansion of business infrastructure and public company compliance | |
| ● | Integration and scaling of Streamex’s tokenization platform and digital asset infrastructure | |
| ● | Development of real-world asset (RWA) tokenization solutions, including commodities-on-chain initiatives |
Our future capital requirements will depend on several factors, including:
| ● | Progress and results of our R&D programs | |
| ● | Timing and outcome of regulatory approvals | |
| ● | Costs associated with intellectual property protection | |
| ● | Market acceptance and commercialization success | |
| ● | Availability of financing and strategic partnerships | |
| ● | Execution of Streamex’s growth strategy within the global commodities and digital asset markets | |
| ● | Infrastructure and personnel investments required to support Streamex’s platform scalability and compliance |
On July 7, 2025, the Company entered into two financing agreements to support its long-term capital needs: (i) a Senior Secured Convertible Debenture Purchase Agreement with YA II PN, Ltd. (“Yorkville”), pursuant to which the Company may issue up to $100 million in convertible debentures, and (ii) a Standby Equity Purchase Agreement (“SEPA”) with an institutional investor, allowing the Company to sell up to $1 billion of common stock over a 36-month period.
On August 13, 2025, the Company amended the agreement to revise the structure of the transaction. Under the amended terms, Yorkville will purchase two secured convertible debentures, each in the principal amount of $25 million. Additional secured convertible debentures totaling up to $50 million may be issued upon mutual agreement of the parties, at their sole discretion. The purchase price for each debenture remains 96% of its face value. The Convertible Debentures are convertible into shares of the Company’s common stock, subject to shareholder approval and customary closing conditions. The amendment also sets a floor price for conversions at 20% of the Nasdaq Official Closing Price immediately prior to the original agreement date.
Both agreements are subject to customary closing conditions, including stockholder approval and, in the case of the SEPA, the effectiveness of a registration statement. The Company may not access proceeds under the SEPA until any issued debentures have been repaid or converted, unless waived by the investor.
These financing arrangements are part of management’s broader strategy to address liquidity needs and support commercialization, R&D, and infrastructure expansion. However, there can be no assurance that the conditions to closing will be satisfied or that funding will be available on acceptable terms.
Future financing may include the issuance of equity or debt securities, credit facilities, or other arrangements. Any such financing could result in dilution to existing shareholders or the issuance of securities with rights senior to those of our common stock. Market volatility and macroeconomic conditions may also adversely affect our ability to raise capital on acceptable terms.
If we are unable to obtain sufficient funding, we may be required to delay, reduce, or eliminate our research and development programs, scale back commercialization efforts, or enter into strategic arrangements that may require us to relinquish rights to certain technologies or products.
The Company’s liquidity forecast includes assumptions regarding the timing of Streamex’s product launch, expected capital inflows, and cost containment measures. A sensitivity analysis indicates that delays in product commercialization or capital raising could materially impact the Company’s ability to continue as a going concern.
Equity Financing
On March 5, 2025, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company sold to the Investors an aggregate of 758,514 shares Common Stock at a purchase price of $1.07974 per share, and warrants to purchase up to 758,514 shares of Common Stock at an exercise price of $0.95474 per share, that will become exercisable six months after the date of issuance and will expire three and one-half years following the date of issuance, in exchange for aggregate consideration of $818,998.
August 2025 Public Offering
On August 15, 2025, the Company completed a public offering of 3,852,149 shares of its common stock at a public offering price of $3.90 per share, generating gross proceeds of approximately $15.0 million before deducting underwriting discounts, commissions, and estimated offering expenses. Net proceeds from the offering were approximately $13.62 million.
ATM Sales Agreement
For the six months ended June 30, 2025, the Company has sold 4,403,166 At The Market Offering Shares at an average offering price of $0.91 per share for aggregate gross proceeds of $4,019,063 or $3,882,420 net of fees of $136,643.
Critical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in accordance with GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. These estimates are based on historical experience, current conditions, and other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates, and such differences could have a significant impact on our financial condition or results of operations.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our unaudited condensed consolidated financial statements that require estimation but are not deemed critical, as defined above.
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As of June 30, 2025, the following accounting estimates are considered critical:
Valuation of Exchangeable Shares (Derivative Liability)
Nature of Estimate: The Exchangeable Shares issued in connection with the Streamex acquisition are classified as a derivative liability under ASC 815 due to contingent conversion rights.
Methodology: Fair value is estimated using a discounted cash flow (DCF) model, incorporating projected Streamex cash flows, a 40.0% discount rate, and a 3.0% terminal growth rate. The valuation reflects Level 3 inputs due to the absence of observable market data.
Estimation Uncertainty: The valuation is highly sensitive to assumptions regarding Streamex’s future performance, regulatory milestones, and the timing and outcome of shareholder approval. These factors are inherently uncertain and subject to change.
Historical Accuracy and Changes: As of June 30, 2025, the fair value remained unchanged from initial recognition on May 28, 2025. No observable market inputs were available, and no exchanges occurred during the period.
Drivers of Variability: Key drivers include Streamex’s commercialization timeline, macroeconomic conditions, and investor sentiment.
Future Sensitivity: If shareholder approval is not obtained by November 28, 2025, the exchange ratio will adjust from 1.0 to 1.25, increasing the number of shares issuable and potentially requiring a material upward revision to the liability.
Purchase Price Allocation (PPA) for Streamex Acquisition
Nature of Estimate: The allocation of purchase consideration to identifiable assets and liabilities involves significant judgment, particularly for intangible assets and goodwill.
Methodology: We applied Level 3 valuation techniques under ASC 805, including the relief-from-royalty method for trade name, multi-period excess earnings method (MPEEM) for developed technology, and cost approach for legal and compliance framework.
Estimation Uncertainty: These valuations rely on unobservable inputs such as royalty rates (1%), discount rates (40%), and projected cash flows.
Historical Accuracy and Changes: The PPA remains preliminary as of June 30, 2025. No adjustments have been recorded during the measurement period.
Drivers of Variability: Finalization of Streamex’s financial forecasts, market comparables, and tax amortization benefits may materially affect the allocation.
Future Sensitivity: Adjustments to intangible asset values or recognition of contingent liabilities could materially impact goodwill and amortization expense.
For a detailed discussion of our significant accounting policies and related judgments, see Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements in “Item 1. Financial Statements” of this report.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required under Regulation S-K for “smaller reporting companies.”
ITEM 4. CONTROLS AND PROCEDURES
Management’s evaluation of disclosure controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s report on internal control over financial reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; | |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and | |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible enhancements to controls and procedures.
Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of June 30, 2025, because management identified that i) inadequate identification, recording and reporting of stock based compensation, ii) ineffective review processes over period end financial disclosure and reporting, (iii) inadequate segregation of duties for transaction posting and processing, amounted to a material weakness in the Company’s internal control over financial reporting. and (iv) ineffective review controls, over the accounting for business combinations and related financial instruments.
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The material weaknesses did not result in any identified misstatements to the consolidated financial statements and there were no changes to previously released financial results.
Management’s Remediation Plan
In 2025, we have intents to add sufficient staff and oversight supervision controls to provide adequate accounting segregation. We believe these changes will remediate the underlying deficiencies as identified by us. The remediation efforts will include an ongoing review of the implementation of additional controls to ensure all risks have been addressed.
As a result of the material weaknesses discussed above or of others, we may experience negative impacts on our ability to accurately report our results of operation and financial condition in a timely manner. If we do identify a material weakness in our internal control over financial reporting and are unsuccessful in implementing or following a remediation plan, or fail to update our internal control over financial reporting as our business evolves or to integrate acquired businesses into our controls system, if additional material weaknesses are found in our internal controls in the future, or if our external auditors cannot attest to the effectiveness of our internal control over financial review, if applicable, we may not be able to timely or accurately report our financial condition, results of operations or cash flows or to maintain effective disclosure controls and procedures. If we are unable to report financial information in a timely and accurate manner or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or enforcement actions by the SEC, an inability for us to be accepted for listing on any national securities exchange in the near future, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the market value of our common stock. Further, there are inherent limitations to the effectiveness of any system of controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. We could face additional litigation exposure and a greater likelihood of an SEC enforcement or other regulatory action if further restatements were to occur or other accounting-related problems emerge.
The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control over Financial Reporting
Except for the identification of the material weakness related the ineffective review controls, over the accounting for business combinations and related financial instruments as discussed above, there has been no change in our internal control over financial reporting identified in connection with the evaluation referred to above that occurred during our last completed fiscal quarter that has materially negatively affected, or is reasonably likely to materially affect, our internal control over financial reporting. As discussed above, management intends to implement remediation plans in 2025.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We may be subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.
“Item 1 - Legal Proceedings” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed on May 19, 2025 (the “March 2025 10-Q”), include a discussion of our legal proceedings. During the fiscal quarter ended June 30, 2025, there have been no material changes from the legal proceedings discussed in the March 2025 10-Q.
ITEM 1A. RISK FACTORS
In addition to the other information contained elsewhere in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on April 15, 2025, as well as the risk factors set forth in our Current Report on Form 8-K/A filed with the SEC on July 21, 2025 and in our Definitive Proxy Statement on Schedule 14A filed with the SEC on August 4, 2025.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
During the three months ended June 30, 2025, the Company issued the following shares of its common stock in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”):
| ● | April 1, 2025: Issued 4,167 shares of common stock to an employee upon vesting of RSUs. | |
| ● | April 24, 2025: Issued 2,750,000 shares of common stock to consultants for services rendered, valued at $1,963,800, including 1,000,000 shares issued to settle $493,800 of accrued liabilities. | |
| ● | May 1, 2025: Issued 50,000 shares of common stock to consultant for services rendered, valued at $61,000. | |
| ● | May 2, 2025: Issued 62,796 shares of common stock upon cashless exercise of warrants to purchase 85,587 shares at an exercise price of $0.30 per share. | |
| ● | May 2, 2025: Received and cancelled 158,096 and 114,303 shares of common stock from the Company’s former CEO, Kenneth Londoner, and his entity, Endicott Management Partners LLC, pursuant to an agreement dated April 25, 2025. | |
| ● | May 9, 2025: Issued 30,000 shares of common stock to an employee upon vesting of RSUs. | |
| ● | May 22, 2025: Issued 93,790 shares of common stock upon cashless exercise of warrants to purchase 150,000 shares at an exercise price of $1.78 per share. | |
| ● | May 28, 2025: Issued 77 shares of common stock upon cashless exercise of warrants to purchase 451 shares at an exercise price of $4.929 per share. | |
| ● | May 28, 2025: Issued 1,062,500 shares of common stock to the Company’s former CEO, Anthony Amato, upon vesting of RSUs granted on September 11, 2024, with a fair value of $475,894. | |
| ● | June 3, 2025: Issued 524 shares of common stock upon cashless exercise of warrants to purchase 1,892 shares at an exercise price of $4.6626 per share. | |
| ● | June 9, 2025: Issued 286,238 shares of common stock upon cashless exercise of warrants to purchase 373,561 shares at an exercise price of $1.78 per share. | |
| ● | June 10, 2025: Issued 198 shares of common stock upon cashless exercise of warrants to purchase 901 shares at an exercise price of $4.929 per share. | |
| ● | June 11, 2025: Issued 375,017 shares of common stock upon cashless exercise of warrants to purchase 699,692 shares at an exercise price of $3.573 per share. | |
| ● | June 27, 2025: Issued 187 shares of common stock upon cashless exercise of warrants to purchase 500 shares at an exercise price of $5.1358 per share. |
All of the above issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, as applicable. These transactions did not involve any public offering, and the recipients represented their intent to acquire the securities for investment purposes only and not with a view to distribution.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 2.1 | Share Purchase Agreement, dated as of May 23, 2025, by and among BioSig Technologies, Inc., Streamex Exchange Corporation, BST Sub ULC, 1540875 B.C. Ltd., the shareholders of Streamex Exchange Corporation, and 1540873 B.C. Ltd., as trustee (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 27, 2025) | |
| 3.1 | Form of Certificate of Designation of Special Voting Stock of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 27, 2025) | |
| 10.1 | Form of Voting Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 27, 2025) | |
| 10.2 | Form of Exchange Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 27, 2025) | |
| 10.3 | Form of Support Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on May 27, 2025) | |
| 10.4 | Form of First Amendment to the Executive Employment Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on May 27, 2025) | |
| 10.5 | Form of Letter Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on May 27, 2025) | |
| 10.6 | Form of Finder Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 30, 2025) | |
| 10.7 | First Amendment to Share Purchase Agreement, dated May 27, 2025, by and among BioSig Technologies, Inc., Streamex Exchange Corporation, BST Sub ULC and 1540875 B.C. Ltd. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 30, 2025) | |
| 10.8* | Form of Secured Convertible Debenture | |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101 INS* | Inline XBRL Instance Document | |
| 101 SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101 CAL* | Inline XBRL Taxonomy Calculation Linkbase Document | |
| 101 LAB* | Inline XBRL Taxonomy Labels Linkbase Document | |
| 101 PRE* | Inline XBRL Taxonomy Presentation Linkbase Document | |
| 101 DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BIOSIG TECHNOLOGIES, INC. | ||
| Date: August 15, 2025 | By: | /s/ Henry McPhie |
| Henry McPhie | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: August 15, 2025 | By: | /s/ Ferdinand Groenewald |
| Ferdinand Groenewald | ||
| Acting Chief Financial Officer (Principal Accounting Officer) | ||
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Source:
FAQ
What was BioSig Technologies' net loss for the reporting periods (BSGM)?
Why did management say there is substantial doubt about BioSig's ability to continue as a going concern?
What is the $105,498 liability on BioSig's balance sheet?
What assets and goodwill were recorded for the Streamex acquisition?
Did BioSig raise additional capital during the period?
