Business Context and Reporting Period
This Form 8-K was filed by BioSig Technologies, Inc. on August 24, 2018. The filing discloses unaudited pro forma financial information in connection with a listing application for the Company's common stock on the Nasdaq Stock Market. The data reflects the Company's position as of June 30, 2018, adjusted for capital events occurring after that date.
Key Financial Metrics
The filing provides a comparison of the Company's balance sheet on an actual basis versus a pro forma as adjusted basis.
| Item | Actual (June 30, 2018) | Pro Forma Adjustments | Pro Forma As Adjusted |
|---|---|---|---|
| Cash and Cash Equivalents | $3,673,137 | +$5,700,066 | $9,373,203 |
| Total Assets | $4,177,798 | +$5,700,066 | $9,877,864 |
| Total Current Liabilities | $525,232 | -$46,652 | $478,580 |
| Series C Preferred Stock | $575,000 | -$100,000 | $475,000 |
| Total Stockholders' Equity | $3,077,556 | +$5,846,718 | $8,924,274 |
| Accumulated Deficit | ($61,884,381) | $0 | ($61,884,381) |
Note: The filing does not provide revenue, profit, or cash flow metrics for the six-month period ended June 30, 2018, only balance sheet data.
Material Changes and Adjustments
The pro forma adjustments reflect the following capital events completed since June 30, 2018:
- Private Placement: Sale of 1,774,656 shares of Common Stock and warrants to purchase up to 887,342 shares for net proceeds of approximately $3.87 million (gross proceeds of $4.05 million less $174,940 in expenses).
- Warrant Exercises: Receipt of proceeds from the exercise of 896,526 warrants at an average price of $1.53 per share.
- Option Exercises: Receipt of proceeds from the exercise of 270,000 options at an average price of $1.68 per share.
- Preferred Stock Conversion: Conversion of 100 shares of Series C Convertible Preferred Stock and payment in kind of accrued dividends.
Outlook, Risks, and Management Commentary
The primary purpose of this filing is to satisfy disclosure requirements for the Nasdaq listing application. The Company is an emerging growth company. The filing does not contain forward-looking guidance, revenue projections, or specific risk factors beyond the standard disclosure of unaudited pro forma information.
Investor Verification Checklist
- Verify the final approval of the Nasdaq listing application.
- Confirm the actual closing of the private placement and the receipt of the $4.05 million gross proceeds.
- Review the Company's operating cash burn rate, as the filing shows a significant accumulated deficit of approximately $61.9 million.
- Assess the dilution impact from the issuance of 1.77 million new shares and associated warrants.