biosig20221103_def14a.htm

DEF 14A 1 biosig20221103_def14a.htm FORM DEF 14A biosig20221103_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

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☐		Soliciting Material Pursuant to §240.14a-12

BioSig Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

55 Greens Farms Road

Westport, Connecticut 06880

(203) 409-5444

November 7, 2022

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of BioSig Technologies, Inc. (the “Annual Meeting”) to be held at 10:00 a.m., Eastern Time, on December 20, 2022, at our headquarters located at 55 Greens Farms Road, 1^st Floor, Westport, Connecticut 06880.

To facilitate an orderly meeting, we strongly encourage you to advise Lora Mikolaitis by email at info@biosigtech.com or phone at 203-409-5444 ext. 117 if you plan to attend the meeting prior to 5:00 p.m., Eastern Time, on December 19, 2022, and to arrive at the meeting no later than 9:30 a.m., Eastern Time.

We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about November 7, 2022, rather than a paper copy of the Proxy Statement, the proxy card and our 2021 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2021. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Annual Meeting, after receiving the Notice of Internet Availability please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the Proxy Statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting in person.

Thank you for your support of our company. I look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Kenneth L. Londoner

Kenneth L. Londoner

Chairman and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 20, 2022:

Our official Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy Card and

2021 Annual Report to Stockholders are available at:

www.proxyvote.com

BIOSIG TECHNOLOGIES, INC.

55 Greens Farms Road, 1st Floor

Westport, Connecticut 06880

(203) 409-5444

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 20, 2022

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of BioSig Technologies, Inc., a Delaware corporation (the “Company”), will be held on December 20, 2022, at 10:00 a.m. Eastern Time, at our headquarters at 55 Greens Farms Road, 1st Floor, Westport, Connecticut. We will consider and act on the following items of business at the Annual Meeting:

	(1)	Election of seven directors to serve as directors on our Board of Directors (the “Board”) to serve until our 2023 Annual Meeting of Stockholders or until successors have been duly elected and qualified, for which Kenneth L. Londoner, David Weild IV, Patrick J Gallagher, Donald E. Foley, James J. Barry, Frederick D. Hrkac and James L. Klein are the nominees.

	(2)	A proposal to approve an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of our common stock, par value $0.001 per share (“Common Stock”), at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”);

	(3)	A proposal to approve the Tenth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan to increase the total number of shares of Common Stock authorized for issuance under such plan by 3,000,000, to a total of 17,474,450 shares.

	(4)	An advisory vote on the compensation of the Company’s named executive officers as described in the Proxy Statement accompanying this notice.

	(5)	Ratification of the appointment of Marcum LLP (Friedman LLP merged with Marcum LLP effective September 1, 2022) as our independent registered public accounting firm for the 2022 fiscal year.

	(6)	Such other business as may arise and that may properly be conducted at the Annual Meeting or any adjournment or postponement thereof.

Stockholders are referred to the proxy statement accompanying this notice (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the Board of Directors recommends a vote “FOR” the election of the nominees as directors (Proposal 1), “FOR” the approval of the Reverse Stock Split Proposal (Proposal 2), “FOR” the increase in the total number of shares of Common Stock authorized for issuance under the BioSig Technologies, Inc. 2012 Equity Incentive Plan by 3,000,000, to a total of 17,474,450 shares (Proposal 3), “FOR” the approval of the compensation of the Company’s named executive officers (Proposal 4) and “FOR” the ratification of Marcum LLP as our independent registered public accounting firm for the 2022 fiscal year (Proposal 5).

The Board of Directors has fixed the close of business on October 31, 2022, as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of shares of our Common Stock and Series C Preferred Stock on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s) or adjournment(s) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the office of the Company during regular business hours for the ten (10) calendar days prior to the Annual Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your shares are registered in your name, even if you plan to attend the Annual Meeting or any postponement or adjournment of the Annual Meeting in person, we request that you vote by telephone, over the Internet, or complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy card and in the Proxy Statement to ensure that your shares will be represented at the Annual Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

By Order of the Board of Directors,

/s/ Kenneth L. Londoner

Kenneth L. Londoner

Chairman and Chief Executive Officer

November 7, 2022

TABLE OF CONTENTS

	Page
ABOUT THE ANNUAL MEETING	1
PROPOSAL 1: ELECTION OF DIRECTORS	7
Nominees for Election	7
Family Relationships	9
Required Vote and Board Recommendation	9
CORPORATE GOVERNANCE	10
Code of Business Conduct and Ethics	10
Board Composition	10
Director Independence	11
Board Committees, Meetings and Attendance	11
Director Nominations	14
Board Leadership Structure and Role in Risk Oversight	14
Communications with Directors	15
Involvement in Certain Legal Proceedings	15
DIRECTOR COMPENSATION	16
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	19
DELINQUENT SECTION 16(A) REPORTS	19
EXECUTIVE COMPENSATION	20
Compensation Philosophy and Practices	20
Summary Compensation Table	21
Narrative Disclosure to Summary Compensation Table	22
Outstanding Equity Awards	23
Equity Compensation Plan Information	28
AUDIT COMMITTEE MATTERS	29
Audit Committee Report	29
PROPOSAL 2: APPROVAL OF A REVERSE SPLIT	32
PROPOSAL 3: APPROVAL OF THE TENTH AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN	40
Summary of the Proposed Tenth Amendment	40
Description of the 2012 Plan	41
Federal Income Tax Consequences	43
New Plan Benefits	46
Vote Required	46
PROPOSAL 4: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	47
PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2022 FISCAL YEAR	48
OTHER BUSINESS	49
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS	49
Annex A – Reverse Stock Split Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc.	A-1
Annex B – Tenth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan	B-1
Annex C – BioSig Technologies, Inc. 2012 Equity Incentive Plan as amended by the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth and Ninth amendments	C-1
Form of Proxy Card

BIOSIG TECHNOLOGIES, INC.

55 Greens Farms Road, 1st Floor

Westport, Connecticut 06880

(203) 409-5444

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

To Be Held December 20, 2022

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” “the Company,” or “BioSig” refer to BioSig Technologies, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our Common Stock, par value $0.001 per share, and our Series C Convertible Preferred Stock (the “Series C Preferred Stock”) entitled to vote at the 2022 annual meeting of stockholders of the Company (the “Annual Meeting”).

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of BioSig Technologies, Inc. to be voted at the Annual Meeting to be held on December 20, 2022, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Annual Meeting. This Proxy Statement and accompanying form of proxy are dated November 7, 2022 and are expected to be first sent or given to stockholders on or about November 7, 2022.

The executive offices of the Company are located at, and the mailing address of the Company is 55 Greens Farms Road, 1st Floor, Westport, Connecticut 06880.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 20, 2022:

As permitted by the “Notice and Access” rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement, the proxy card and our 2021 Annual Report available to stockholders electronically via the Internet at the following website: www.proxyvote.com.

On or about November 7, 2022, we commenced mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also on or about November 7, 2022, we began mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.

Name		Age
Kenneth L. Londoner		55
David Weild IV		65
Patrick J. Gallagher		57
Donald E. Foley		71
James J. Barry, PhD		63
Frederick D. Hrkac		57
James L. Klein		58

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Kenneth L. Londoner*
David Weild IV	Chairman		Member
Patrick J. Gallagher	Member	Member
Donald E. Foley		Chairman	Member
James J. Barry PhD		Member
Frederick D. Hrkac			Chairman
James L. Klein	Member

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)				Option Awards ($) (1)				All Other Compensation ($) (1)(2)		Total ($)
Donald E. Foley	$	65,000	$	-	(2	)	$	119,633	(3	)			$	184,633
Andrew L. Filler *	$	20,000	$	-			$	-					$	20,000
Patrick J Gallagher	$	60,000	$	-	(4	)	$	79,756	(5	)			$	139,756
Jeffrey F O’Donnell, Sr#	$	80,000	$	67,957			$	-					$	80,000
David Weild, IV	$	80,000	$	-	(6	)	$	119,633	(7	)			$	199,633
Samuel E. Navarro	$	60,000	$	-	(8	)	$	79,756	(9	)			$	139,756
Martha Pease*	$	15,000	$	-			$	-					$	15,000
James J. Barry PhD^	$	15,000	$	-	(10	)	$	166,907	(11	)			$	181,907
Anthony Zook	$	60,000	$	-	(12	)	$	79,756	(13	)			$	139,756
			$
Total:	$	455,000	$	-			$	645,441				-	$	1,100,441

(1)	In accordance with SEC rules, this column reflects the aggregate fair value of stock or option awards granted during the fiscal year ended December 31, 2021, computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions.
(2)	As of December 31, 2021, Mr. Foley had no outstanding stock awards of shares of Common Stock.
(3)	Represents a stock option granted December 28, 2021 for the purchase of 75,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 share and termination date of December 28, 2031. As of December 31, 2021, Mr. Foley had outstanding options representing the right to purchase of 274,000 shares of Common Stock.
(4)	As of December 31, 2021, Mr. Gallagher had no outstanding stock awards of shares of Common Stock.
(5)	Represents a stock option granted December 28, 2021 for the purchase of 50,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 per share and termination date of December 28, 2031. As of December 31, 2021, Mr. Gallagher had outstanding options representing the right to purchase of 186,240 shares of Common Stock.
(6)	As of December 31, 2021, Mr. Weild had no outstanding stock awards of shares of Common Stock.
(7)	Represents a stock option granted December 28, 2021 for the purchase of 75,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 per share and termination date of December 28, 2031. As of December 31, 2021, Mr. Weild had outstanding options representing the right to purchase of 395,372 shares of Common Stock.
(8)	As of December 31, 2021, Mr. Navarro had no outstanding stock awards of shares of Common Stock.
(9)	Represents a stock option granted December 28, 2021 for the purchase of 50,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 per share and termination date of December 28, 2031. As of December 31, 2021, stock. As of December 31, 2021, Mr. Navarro had (i) outstanding options representing the right to purchase of 129,000 shares of Common Stock and (ii) outstanding 329,000 restricted stock units representing rights to shares of ViralClear common stock.
(10)	As of December 31, 2021, Dr. Barry had no outstanding stock awards of shares of Common Stock.
(11)	Represents (i) a stock option granted October 4, 2021 for the purchase of 50,000 shares of Common Stock, 50% vesting immediately and 50% vesting September 20, 2022 at an exercise price of $2.89 per share and termination date of October 4, 2031 and (ii) a stock option granted December 28, 2021 for the purchase of 50,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 per share and termination date of December 28, 2031. As of December 31, 2021, Mr. Barry had outstanding options representing the right to purchase of 100,000 shares of Common Stock.
(12)	As of December 31, 2021, Mr. Zook had no outstanding stock awards of shares of Common Stock.
(13)	Represents a stock option granted December 28, 2021 for the purchase of 50,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 per share and termination date of December 28, 2031. As of December 31, 2021, stock. As of December 31, 2021, Mr. Zook had (i) outstanding options representing the right to purchase of 50,000 shares of Common Stockand (ii) outstanding ViralClear options representing the right to purchase 100,000 shares of ViralClear common stock.

Name	Number of Shares of Common Stock Beneficially Owned (1)				Percentage Class (1) (2)			Number of Shares of Series C Preferred Stock Beneficially Owned		Percentage Class (12)			Total Voting Power
*Directors and Named Executive Officers*
Kenneth L. Londoner		3,653,144	(3	)		7.73	%		—		—			7.73	%
Patrick J. Gallagher		272,835	(4	)		*			—		—			*
Steve Chaussy		1,063,553	(5	)		2.26	%		—		—			2.26	%
David Weild IV		415,372	(6	)		*			—		—			*
Donald E. Foley		401,000	(7	)		*			—		—			*
James Barry		100,000	(8	)		*			—		—			*
Frederick D. Hrkac		25,000	(9	)		*			—		—			*
James L. Klein		245,000	(10	)		*			—		—			*
John Sieckhaus		70,000				*			—		—			*
Michael Graydon Fleming, Jr.		152,702	(11	)		*			—		—			*
Zachary Koch		-				*			—		—			*

All directors and executive officers as a group of ten persons		6,398,606				13.19	%		—		—			13.19	%
*Series C Holders*
Ray Weber		174,857	(13	)		—			—		42.86	%		*
INTL FCStone Financial Inc C/F Raymond E Weber IRA		136,572	(14	)		—			—		33.33	%		*
Martin F. Sauer		97,551	(15	)		—			—		23.81	%		*

(1)	Shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock assume the exercise of all options and other securities convertible into Common Stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of October 31, 2022, except as otherwise noted. Shares issuable pursuant to the exercise of stock options and other securities convertible into Common Stock exercisable within 60 days are deemed outstanding and held by the holder of such options or other securities for computing the percentage of outstanding Common Stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding Common Stock beneficially owned by any other person.
(2)	These percentages have been calculated based on 47,072,868 shares of Common Stock outstanding as of October 31, 2022.
(3)	Comprised of (i) 2,296,820 shares of Common Stock directly held by Mr. Londoner, (ii) 1,181,324 shares of Common Stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) options to purchase 175,000 shares of Common Stock that are currently exercisable. Mr. Londoner has sole voting and dispositive power over the securities held for the account of Endicott Management Partners, LLC.
(4)	Comprised of (i) 62,494 shares of Common Stock directly held by Mr. Gallagher, (ii) 2,400 shares of Common Stock held by Amy E Gallagher Educational Trust for which Mr. Gallagher is deemed the beneficial owner with sole voting and dispositive power over the securities held by the trust, (iii) 2,400 shares of Common Stock held by Hans Gallagher Educational Trust for which Mr. Gallagher is deemed the beneficial owner with sole voting and dispositive power over the securities held by the trust, and (iv) options to purchase 205,541 shares of Common Stock that are currently exercisable or exercisable within 60 days of October 31, 2022.
(5)	Comprised of (i) 1,051,553 shares of Common Stock and (ii) options to purchase 12,000 shares of Common Stock that are currently exercisable.
(6)	Comprised of (i) 20,000 shares of Common Stock and (ii) options to purchase 395,372 shares of Common Stock that is currently exercisable.
(7)	Comprised of (i) 127,000 shares of Common Stock, (ii) options to purchase 274,000 shares of Common Stock that are currently exercisable or exercisable within 60 days of October 31, 2022.
(8)	Comprised of options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of October 31, 2022.
(9)	Comprised of options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of October 31, 2022.
(10)	Comprised of (i) 110,000 shares of Common Stock, (ii) 110,000 warrants to purchase Common Stock exercisable within 60 days of October 31, 2022, and (iii) 25,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of October 31, 2022.
(11)	Comprised of (i) 36,036 shares of Common Stock, (ii) options to purchase 116,666 shares of Common Stock that are currently exercisable or exercisable within 60 days of October 31, 2022.
(12)	These percentages have been calculated based on 105 shares of Series C Preferred Stock outstanding as of October 31, 2022
(13)	Comprised of shares of Common Stock issuable upon the conversion of shares of our Series C Preferred Stock, including dividends accrued thereon as of October 31, 2022. Ray Weber may also be deemed beneficial owner of shares held by INTL FCStone Financial Inc C/F Raymond E Weber IRA. Mr. Weber’s address is 27 Zabriskie St., Jersey City, NJ 07307.
(14)	Comprised of shares of Common Stock issuable upon the conversion of shares of our Series C Preferred Stock, including dividends accrued thereon as of October 31, 2022. This stockholder’s address is 27 Zabriskie St., Jersey City, NJ 07307.
(15)	Comprised of shares of Common Stock issuable upon the conversion of shares of our Series C Preferred Stock, including dividends accrued thereon as of October 31, 2022. This stockholder’s address is 1028 Steeplechase Dr. Lancaster, PA 17601.

	●	One Form 4 was filed late for Mr. Londoner with respect to 1 transaction.
	●	One Form 4 was filed late for Dr. Barry with respect to 1 transaction.
	●	One Form 4 was filed late for Mr. Foley with respect to 1 transaction.
	●	One Form 4 was filed late for Mr. Gallagher with respect to 1 transaction.
	●	One Form 4 was filed late for Mr. Navarro with respect to 1 transaction.
	●	One Form 4 was filed late for Mr. Weild with respect to 1 transaction.
	●	One Form 4 was filed late for Mr. Zook with respect to 1 transaction.

	●	An emphasis on pay for performance. A significant portion of our executive officers’ total compensation is variable and at risk and tied directly to measurable performance, which aligns the interests of our executives with those of our stockholders;
	●	Performance results are linked to Company and individual performance. When looking at performance over the year, we equally weigh individual performance as well as that of the Company as a whole. Target annual compensation is positioned to allow for above-median compensation to be earned through an executive officer’s and the Company’s extraordinary performance; and
	●	Equity as a key component to align the interests of our executives with those of our stockholders. Our Compensation Committee continues to believe that keeping executives interests aligned with those of our stockholders is critical to driving toward achievement of long-term goals of both our stockholders and the Company.

Name	Age	Position with the Company
Kenneth L. Londoner	55	Chief Executive Officer, Chairman, and Director
Steve Chaussy	68	Chief Financial Officer
John Sieckhaus	55	Chief Operating Officer
Michael Graydon Fleming, Jr.	46	Chief Commercial Officer
Zachary Koch	44	Clinical Director

Name and principal position	Year	Salary ($)				Bonus ($)				Stock Awards ($) (1)				Option Awards ($)(1)				All Other Compensation ($)				Total ($)
Kenneth L. Londoner, Chief Executive Officer, Executive Chairman and Director (17)	2021		840,000	(2	)		105,000				1,197,000	(3	)		119,633	(4	)		93,381	(5	)		2,355,014
	2020		741,667	(6	)		395,000				1,600,000	(7	)		356,388	(8	)		62,000	(9	)		3,155,055
Steven Chaussy, Chief Financial Officer (18)	2021		480,000	(10	)		125,000				598,500	(11	)		-				6,000	(12	)		1,209,500
	2020		418,417	(13	)		340,000	(14	)		800,000	(15	)		-				6,000	(16	)		1,564,417

(1)	In accordance with SEC rules, this column reflects the aggregate fair value of the stock awards or option awards, as applicable, granted during the respective fiscal year computed as of their respective grant dates in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for share-based compensation transactions. The assumptions made in the valuation of the share-based payments are contained in Notes 9 and 10 to our financial statements for the fiscal year ended December 31, 2019 in our Annual Report on Form 10-K for the year ended December 31, 2019.
(2)	Represents (i) salary of $665,000 from Company and (ii) salary of $175,000 from ViralClear.
(3)	Represents a Common Stock award of 300,000 fully vested shares granted on January 5, 2021.
(4)	Represents a stock option granted December 28, 2021 for the purchase of 75,000 shares of Common Stock, vesting immediately at an exercise price of $2.44 and termination date of December 28, 2031.
(5)	Represents (i) director fees of $80,000, (ii) $12,000 auto allowance in lieu for reimbursement of mileage, (iii) $1,381 personal part of business travel expenses.
(6)	Represents (i) salary of $625,000 from Company and (ii) salary of $116,667 from ViralClear.
(7)	Represents (i) restricted stock unit, granted March 30, 2020, for 160,000 shares of ViralClear common stock, fully vested and (ii) a restricted stock unit, dated March 30, 2020, for 160,000 shares of ViralClear common stock with 80,000 vesting upon filing of Form S-1 for ViralClear and 80,000 vesting upon completion of a spin-off of ViralClear.
(8)	Represents a stock option granted April 14, 2020 for the purchase of 100,000 shares of Common Stock, vesting immediately at an exercise price of $4.66 and termination date of April 14, 2030.
(9)	Represents (i) director fees of $50,000 and (ii) $12,000 auto allowance in lieu for reimbursement of mileage.
(10)	Represents (i) salary of $380,000 from Company and (ii) salary of $100,000 from ViralClear.
(11)	Represents a Common Stock award of 150,000 fully vested shares granted on January 5, 2021.
(12)	Represents an auto allowance in lieu of reimbursement for mileage.
(13)	Represents (i) salary of $351,750 from Company and (ii) salary of $66,667 from ViralClear.
(14)	Represents (i) bonus of $290,000 from Company and (ii) bonus of $50,000 from ViralClear.
(15)	Represents a restricted stock unit, dated March 30, 2020, for 160,000 shares of ViralClear common stock with 80,000 vesting upon filing of Form S-1 for ViralClear and 80,000 vesting upon completion of a spin-off of ViralClear.
(16)	Represents an auto allowance in lieu of reimbursement for mileage.
(17)	Mr. Londoner served as our Executive Chairman and Director through the entirety of our last two fiscal years. Mr. Londoner has served as our Chief Executive Officer since July 31, 2017.
(18)	Mr. Chaussy served as our Chief Financial Officer through the entirety of our last two fiscal years. Mr. Chaussy has served as our Chief Financial Officer since January 1, 2018.

Name	Number of Securities underlying Unexercised Options (#) Exercisable			Number of Securities underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($/Sh)		Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)		Market Value of Shares of Units That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Kenneth		100,000	(1)		-	$	4.66	4/14/2030		-	$	-		-	$	-
Londoner		75,000	(1)		-	$	2.44	12/28/2031		-	$	-		-	$	-

Steven		12,000	(2)		-	$	5.23	6/11/2023		-	$	-		-	$	-
Chaussy

Plan category	Number of securities to be issued upon exercise of outstanding options (a)		Weighted- average exercise price of outstanding options (b)		Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)		4,568,484	$	4.57		3,048,522
Equity compensation plans not approved by security holders(2)		125,000	$	5.00		2,330,750
Total		4,693,484	$	4.58		5,379,272

	2021		2020
Audit Fees	$	132,350	$	147,206
Audit-Related Fees		25,200		78,250
Tax Fees		-		10,750
All Other Fees		-		85,000
Total Fees	$	157,550	$	321,206

Proposed Ratio (Old Common Stock: New Common Stock)	Percentage Reduction in Outstanding Common Stock		Approximate Number of Shares of Common Stock to be Outstanding after the Reverse Stock Split
2:1	50	%	23,536,434
3:1	66.67	%	15,690,956
4:1	75	%	11,768,217
5:1	80	%	9,414,574
6:1	83.33	%	7,845,478
7:1	85.71	%	6,724,696
8:1	87.5	%	5,884,109
9:1	88.89	%	5,230,319
10:1	90	%	4,707,289

	●	an individual citizen or resident of the United States;

	●	a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any political subdivision thereof;

SEC Form DEF 14A filed by BioSig Technologies Inc.