BioSig Technologies(BSGM)2024-11-14 19:33Revenue Performance - Revenue for the three months ended September 30, 2024 was $0, compared to $1 for the same period in 2023, indicating a significant decline in recognized service revenue [203]. - Revenue for the nine months ended September 30, 2024 was $27, compared to $6 for the same period in 2023 [217]. Acquisitions and Business Development - The company announced the intent to acquire Neuro-Kinesis Corporation, with a purchase price involving the issuance of shares and potential cash contributions of $2.5 million to $6 million [176]. - The company plans to hire 4-6 additional employees to support business development and commercialization of the PURE EP System, contingent on funding availability [200]. - The company expects to incur additional marketing and commercialization expenses related to the PURE EP system, along with increased general and administrative expenses as it expands [247]. Financial Condition and Compliance - The company has been notified of non-compliance with Nasdaq listing requirements, including a minimum bid price of $1.00 per share and a market value of listed securities of at least $35 million [179][181]. - The company has received a grace period until March 7, 2025, to regain compliance with Nasdaq's market value listing requirements [185]. - The company’s common stock began trading on the OTCQB on July 23, 2024, after being delisted from Nasdaq [185]. - The accumulated deficit as of September 30, 2024 was $254.24 million, with expectations of continued losses until products reach full commercial profitability [241]. - The company has incurred net losses and negative cash flows from operations since inception, raising substantial doubt about its ability to continue as a going concern [242]. Expenses and Financial Performance - Research and development expenses for Q3 2024 were $156, a decrease of $989 or 86.38% from $1,145 in Q3 2023 [206]. - General and administrative expenses for Q3 2024 were $2,763, a decrease of $52 or 1.85% from $2,815 in Q3 2023 [208]. - Payroll related expenses increased to $1,744 in Q3 2024 from $1,302 in Q3 2023, an increase of $442 or 33.95% [209]. - Net loss attributable to common shareholders for Q3 2024 was $1,940 compared to a net loss of $4,569 in Q3 2023 [216]. - Research and development expenses for the nine months ended September 30, 2024 were $736, a decrease of $3,180 or 81.21% from $3,916 in the same period in 2023 [220]. - General and administrative expenses for the nine months ended September 30, 2024 were $10,559, a decrease of $7,608 or 41.88% from $18,167 in the same period in 2023 [222]. - Net loss attributable to common shareholders for the nine months ended September 30, 2024 was $9,395 compared to a net loss of $22,999 in the same period in 2023 [233]. - Cash used in operations for the nine months ended September 30, 2024 was $4,284, a decrease from $14,371 in the same period in 2023 [239]. Legal Matters - The company received a threat of litigation on December 4, 2023, seeking $775,782 for alleged wrongful termination, which was concluded to be without merit [277]. - A second threat of litigation was received on February 22, 2024, claiming losses of $1,440,000 due to unlawful actions by the board of directors, which the company believes is also without merit [278]. - A lawsuit was filed on March 22, 2024, seeking at least $288,000 in damages related to stock certificate issuance, which the company intends to contest vigorously [279]. - The company believes that the final disposition of legal proceedings should not have a material adverse effect on its financial position or results of operations [280]. - The company is unable to provide an evaluation of the outcome of ongoing litigation or estimate potential losses at this time [279]. - The company has moved to dismiss the claims made by the plaintiff in the recent lawsuit, with a hearing set for September 2024 [279]. - There are no material proceedings involving directors, officers, or significant shareholders that are adverse to the company's interests [281]. Internal Controls and Management - Management identified material weaknesses in internal control over financial reporting, including inadequate identification and reporting of stock-based compensation [271]. - The company intends to add sufficient staff and oversight controls in 2025 to remediate identified deficiencies in internal controls [272]. - The company may experience negative impacts on its ability to accurately report financial results due to material weaknesses in internal controls [273]. - Management has remediation plans that will be implemented in 2025 to address identified weaknesses [275]. - There have been no changes in internal control over financial reporting that materially negatively affected the company during the last completed fiscal quarter [275]. Funding and Capital Requirements - The company completed a securities purchase agreement on May 1, 2024, selling 783,406 shares at $1.4605 per share, raising a total of $1,144,164 [190]. - The company raised gross proceeds of approximately $3.0 million from a registered direct offering and concurrent private placement on May 30, 2024 [253]. - A promissory note for $500,000 was issued on March 7, 2024, with a 12% interest rate due in 2026 [254]. - Future capital requirements will depend on various factors, including the progress of research and development and the timing of regulatory approvals [248]. - The company may need to delay or reduce research and development programs if additional financing is not available on acceptable terms [250]. Strategic Focus - The company plans to shift focus from technology development to commercialization, resulting in meaningful reductions in annual expenses [243].