UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38659

BIOSIG TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-4333375
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

12424 Wilshire Blvd Suite 745 Los Angeles, CA		90025
(Address of principal executive office)		(Zip Code)

(203) 409-5444

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BSGM		The NASDAQ Capital Market

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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	☐
Non-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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 16, 2025, there were 27,294,604 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

	ITEM 1.	Financial Statements

		Condensed consolidated balance sheets as of March 31, 2025 (unaudited) and December 31, 2024	3

		Condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024 (unaudited)	4

		Condensed consolidated statement of changes in equity (deficit) for the three months ended March 31, 2025 and 2024 (unaudited)	5

		Condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 (unaudited)	6

		Notes to condensed consolidated financial statements (unaudited)	7-26

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27-30
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	31
	ITEM 4.	Controls and Procedures	31

PART II. OTHER INFORMATION

	ITEM 1.	Legal Proceedings	33
	ITEM 1A.	Risk Factors	33
	ITEM 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	34
	ITEM 3.	Defaults Upon Senior Securities	34
	ITEM 4.	Mine Safety Disclosures	34
	ITEM 5.	Other Information	34
	ITEM 6.	Exhibits	34

	SIGNATURES		35

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value and Share Amounts)

	March 31,			December 31,
	2025			2024
		*(unaudited)*
ASSETS
Current assets:
Cash	$	3,727		$	142
Accounts receivable		109			109
Net investment in leases, short term		-			13
Prepaid expenses and vendor deposits		150			80
Total current assets		3,986			344

Property and equipment, net		68			85

Right-to-use assets, net		55			96

Other assets:
Net investment in leases, long term		-			4
Patents, net		265			269
Other assets		44			44

Total assets	$	4,418		$	842

LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses, including $0 and $19 to related parties as of March 31, 2025 and December 31, 2024, respectively	$	1,507		$	2,052
Dividends payable		112			110
Lease liability, short term		60			102
Total current liabilities		1,679			2,264

Total liabilities		1,679			2,264

Commitments and contingencies (Note 11)		-			-

Series C 9% Convertible Preferred Stock, $0.001 par value, $1,000 stated value, authorized 4,200 shares, 105 shares issued and outstanding; liquidation preference of $105 as of March 31, 2025 and December 31, 2024		105			105

Equity (Deficit)
Preferred stock, $0.001 par value, authorized 1,000,000 shares, designated 200 shares of Series A, 600 shares of Series B, 4,200 shares of Series C, 1,400 shares of Series D, 1,000 shares of Series E, 200,000 shares of Series F Preferred Stock. 105 shares of Series C outstanding as of March 31, 2025 and December 31, 2024 (see above)		-			-
Common stock, $0.001 par value, authorized 200,000,000 shares, 24,248,315 and 17,239,096 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		24			17
Additional paid-in-capital		260,738			253,784
Accumulated deficit		(258,157	)		(255,345	)
Total stockholders’ equity (deficit) attributable to BioSig Technologies, Inc.		2,605			(1,544	)
Non-controlling interest		29			17
Total equity (deficit)		2,634			(1,527	)

Total liabilities and equity (deficit)	$	4,418		$	842

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	2025			2024
	Three Months Ended March 31,
	2025			2024
Revenue:
Service	$	-		$	14
Total revenue		-			14

Operating expenses:
Research and development		6			238
General and administrative		2,957			2,882
Impairment of long term assets		-			253
Depreciation and amortization		21			78
Total operating expenses		2,984			3,451

Loss from operations		(2,984	)		(3,437	)

Other income (expense)
Interest expense, net		-			(3	)
Gain on settlement and extinguishment of accounts payable		199			-
Other income (expense), net		(15	)		25
Total other income (expense), net		184			22

Loss before income taxes		(2,800	)		(3,415	)

Income taxes (benefit)		-			-

Net loss		(2,800	)		(3,415	)

Non-controlling interest		(12	)		13

Net loss attributable to BioSig Technologies, Inc.		(2,812	)		(3,402	)

Preferred stock dividend		(2	)		(2	)
Preferred stock deemed dividend		-			(133	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		(2,814	)	$	(3,537	)

Net loss per common share, basic and diluted	$	(0.14	)	$	(0.36	)

Weighted average number of common shares outstanding, basic and diluted		20,787,808			9,856,261

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(In Thousands, Except Par Value and Share Amounts)

	Shares		Amount		Capital			Deficit			Interest		Total
					Additional						Non-
	Common stock				Paid in			Accumulated			controlling
	Shares		Amount		Capital			Deficit			Interest		Total
Balance, December 31, 2024		17,239,096	$	17	$	253,784		$	(255,345	)	$	17	$	(1,527	)
Common stock issued for services		1,438,542		2		1,960			-			-		1,962
Exercise of warrants		48,996		-*		-*			-			-		-
Stock based compensation		225,001		-*		112			-			-		112
Sale of common stock under-at-the market offering, net of transaction costs		4,403,166		4		3,878			-			-		3,882
Sale of common stock and warrants		758,514		1		817			-			-		818
Stock issued as extinguishment of debt		135,000		-*		189			-			-		189
Preferred stock dividend		-		-		(2	)		-			-		(2	)
Net income (loss)		-		-		-			(2,812	)		12		(2,800	)
Balance, March 31, 2025 (unaudited)		24,248,315	$	24	$	260,738		$	(258,157	)	$	29	$	2,634

					Additional						Non-
	Common stock				Paid in			Accumulated			controlling
	Shares		Amount		Capital			Deficit			Interest			Total
Balance, December 31, 2023		9,040,043	$	9	$	241,988		$	(245,015	)	$	26		$	(2,992	)
Balance		9,040,043	$	9	$	241,988		$	(245,015	)	$	26		$	(2,992	)
Common stock issued for services		1,862,744		2		1,249			-			-			1,251
Sale of common stock and warrants		260,720		-*		1,040			-			-			1,040
Stock based compensation		1,500		-*		(190	)		-			-			(190	)
Accretion of deemed preferred stock dividend		-		-		133			-			-			133
Deemed preferred stock dividend		-		-		(133	)		-			-			(133	)
Preferred stock dividend		-		-		(2	)		-			-			(2	)
Net income loss		-		-		-			(3,402	)		(13	)		(3,415	)
Net income (loss)		-		-		-			(3,402	)		(13	)		(3,415	)
Balance, March 31, 2024 (unaudited)		11,165,007	$	11	$	244,085		$	(248,417	)	$	13		$	(4,308	)
Balance		11,165,007	$	11	$	244,085		$	(248,417	)	$	13		$	(4,308	)

*	- less than $1

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements

BIOSIG TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands, Except Par Value and Share Amounts)

(unaudited)

	2025			2024
	Three Months ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,800	)	$	(3,415	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		21			78
Non-cash lease expense		41			77
Impairment of long-term assets		-			253
Gain on settlement and extinguishment of accounts payable		199			-
Equity based compensation		2,074			1,061
Changes in operating assets and liabilities:
Accounts receivable		-			10
Lease receivables		17			25
Prepaid expenses and other		(70	)		(13	)
Employee advances		-			5
Customer deposits		-

SEC Form 10-Q filed by BioSig Technologies Inc.