Streamex Corp. annual report, FY2015

Business context and reporting period

The filing is BioSig Technologies, Inc.’s Form 10-K for the fiscal year ended December 31, 2015—not a filing identified as Streamex Corp. Investors should verify the company and filing match the intended request. BioSig is a pre-revenue medical-device developer working on the PURE EP System, a cardiac recording and analysis platform for electrophysiology procedures. It had no customers or product revenue in 2015.

Financial results and liquidity

No revenue or gross margin was reported, so margin comparisons are not applicable. The 2015 net loss included a $3.114 million gain from changes in the fair value of derivative liabilities; this non-operating accounting gain partly offset operating losses. Research and development expense increased 126%, and general and administrative expense increased 48% year over year.

At December 31, 2015, current assets were $0.985 million and current liabilities were $2.470 million, resulting in a working-capital deficit of approximately $1.486 million. Total stockholders’ deficit was $2.911 million. The company reported no convertible debentures outstanding, but had $1.621 million of warrant liability, $0.285 million of derivative liability, and $1.471 million of Series C preferred stock with a $1.471 million liquidation preference. The filing’s financial statements do not present a conventional debt balance as a headline metric.

Material changes versus the prior year

• Operating cash use more than doubled, to $4.524 million from $1.997 million.
• Operating expenses rose to $12.044 million from $7.868 million, driven by higher R&D, payroll, stock-based compensation, and other administrative costs.
• Net loss available to common stockholders increased 12% despite the derivative fair-value gain.
• Cash increased to $0.953 million at year-end, primarily following $5.256 million of financing cash inflows, including common-stock and Series C preferred-stock issuance.
• Common shares outstanding rose from 11.179 million at year-end 2014 to 16.826 million at year-end 2015; 17.251 million were outstanding as of March 14, 2016.

Outlook, risks, and unusual items

Management expected continuing operating losses and stated that approximately $4 million in additional funding would be needed for the next 12 months. It estimated existing cash would cover projected operating needs for about three months; as of March 14, 2016, cash on hand was approximately $0.5 million. The independent auditor’s report and management disclosed substantial doubt about the company’s ability to continue as a going concern. Subsequent to year-end, the company raised $375,000 in private placements disclosed in the filing.

BioSig reported three pre-clinical PURE EP studies at Mayo Clinic during 2015 and was planning further studies and FDA 510(k) work. Management projected 510(k) clearance and commercialization in the first half of 2017, while another portion of the filing refers to possible commercial sales in 2016. These statements are not consistent; neither is a guarantee of timing. The company acknowledged that its early-stage test results had not received independent verification or peer review.

Key risks include the need for substantial additional financing, regulatory and development uncertainty, no established revenue base, competition from larger medical-device companies, and potential dilution. Series C preferred stock carries a 9% annual dividend (potentially 18% upon specified covenant failures), anti-dilution provisions, restrictions on financing and other activities, and redemption rights upon specified triggering events. These terms may constrain liquidity and future fundraising. The company reported no material litigation outstanding at year-end; its auditor issued an unmodified opinion on the financial statements but emphasized the going-concern uncertainty.

Most important facts for investors to verify

• Confirm that BioSig Technologies, Inc. is the issuer intended; the request metadata names Streamex Corp.
• Verify current cash, runway, and the status and terms of financing after March 14, 2016, including whether the stated $4 million funding need was met.
• Track FDA submission, clearance, study results, and commercialization milestones; reconcile the filing’s 2016 sales reference with its first-half 2017 clearance expectation.
• Review Series C preferred-stock redemption, dividend, covenant, and anti-dilution terms and the potential effects of warrant and option dilution.
• Assess whether the reported derivative fair-value gain is nonrecurring and distinguish it from operating performance and cash generation.