biosig20210428_def14a.htm

DEF 14A 1 biosig20210428_def14a.htm FORM DEF 14A biosig20210428_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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BioSig Technologies, Inc.

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54 Wilton Road, 2nd Floor

Westport, Connecticut 06880

(203) 409-5444

April 30, 2021

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., EDT, on June 28, 2021, at our headquarters located at 54 Wilton Road, 2nd 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., EDT, on June 27, 2021, and to arrive at the meeting no later than 9:30 a.m., EDT.

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 April 30, 2021, rather than a paper copy of the Proxy Statement, the proxy card and our 2020 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2020. 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 JUNE 28, 2021:

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

2020 Annual Report to Stockholders are available at:

www.proxyvote.com

BIOSIG TECHNOLOGIES, INC.

54 Wilton Road, 2nd Floor

Westport, Connecticut 06880

(203) 409-5444

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 28, 2021

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of BioSig Technologies, Inc., a Delaware corporation (the “Company”), will be held on June 28, 2021, at 10:00 a.m. EDT, at our headquarters at 54 Wilton Road, 2nd 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 to serve until our 2022 Annual Meeting of Stockholders or until successors have been duly elected and qualified.

(2)

A proposal to approve the Ninth 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 2,500,000, to a total of 14,474,450 shares.

	(3)	Ratification of the appointment of Friedman LLP as our independent registered public accounting firm for the 2021 fiscal year.

	(4)	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 increase in the total number of shares of common stock authorized for issuance under the BioSig Technologies, Inc. 2012 Equity Incentive Plan by 2,500,000, to a total of 14,474,450 shares (Proposal 2) and “FOR” the ratification of Friedman LLP as our independent registered public accounting firm for the 2021 fiscal year (Proposal 3).

The Board of Directors has fixed the close of business on April 29, 2021, 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 and during 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

April 30, 2021

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	10
Board Committees, Meetings and Attendance	10
Director Nominations	13
Board Leadership Structure and Role in Risk Oversight	13
Communications with Directors	14
Involvement in Certain Legal Proceedings	14
DIRECTOR COMPENSATION	15
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	21
DELINQUENT SECTION 16(A) REPORTS	22
EXECUTIVE COMPENSATION	22
Compensation Philosophy and Practices	22
Summary Compensation Table	23
Narrative Disclosure to Summary Compensation Table	24
Outstanding Equity Awards	25
Equity Compensation Plan Information	29
AUDIT COMMITTEE MATTERS	30
Audit Committee Report	30
PROPOSAL 2: APPROVAL OF THE NINTH AMENDMENT TO THE BIOSIG TECHNOLOGIES, INC. 2012 EQUITY INCENTIVE PLAN	33
Summary of the Proposed Ninth Amendment	34
Description of the 2012 Plan	34
Federal Income Tax Consequences	36
New Plan Benefits	38
Vote Required	39
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF FRIEDMAN LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2021 FISCAL YEAR	40
OTHER BUSINESS	41
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS	41
Annex A – Ninth Amendment to the BioSig Technologies, Inc. 2012 Equity Incentive Plan	A-1
Annex B – BioSig Technologies, Inc. 2012 Equity Incentive Plan as amended by the First, Second, Third, Fourth, Fifth, Sixth, Seventh and Eighth amendments	B-1
Form of Proxy Card

Name		Age
Kenneth L. Londoner		53
Jeffrey F. O’Donnell, Sr.		61
David Weild IV		64
Patrick J. Gallagher		56
Donald E. Foley		69
Anthony Zook		60
Samuel E. Navarro		65

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Kenneth L. Londoner*
Jeffrey F. O’Donnell, Sr.	Member	Chairman
Andrew L. Filler			Chairman
David Weild IV	Chairman
Patrick J. Gallagher	Member	Member
Donald E. Foley			Member
Anthony Zook			Member

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)				Option Awards ($) (1)				All Other Compensation ($) (1)(2)				Total ($)
Donald E. Foley	$	50,000	$	-	(3	)	$	178,194	(4	)					$	228,194
Andrew L. Filler	$	50,000	$	-	(5	)	$	267,291	(6	)					$	317,291
Patrick J Gallagher	$	50,000	$	-	(7	)	$	383,507	(8	)					$	433,507
Jeffrey F O’Donnell, Sr	$	194,000	$	527,003	(9	)	$	267,291	(10	)	$	300,000	(11	)	$	1,288,294
David Weild, IV	$	50,000	$	-	(12	)	$	267,291	(13	)					$	317,291
Samuel E. Navarro	$	50,000	$	713,000	(14	)	$	178,194	(15	)	$	300,000	(16	)	$	1,241,194
Martha Pease	$	50,000	$	-	(17	)	$	178,194	(18	)					$	228,194
Jerome Zeldis, M.D. Ph.D.*	$	37,500	$	360,500	(19	)	$	178,194	(20	)	$	158,775	(21	)	$	734,969
Anthony Zook#	$	25,000	$	356,000	(22	)	$	-	(23	)	$	28,750	(24	)	$	409,750
Total:	$	556,500	$	1,956,503			$	1,898,156			$	787,525			$	5,198,684

(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, 2020, 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)	This column excludes the aggregate fair value of ViralClear stock and option awards granted during the fiscal year ended December 31, 2020. Please see Director Compensation Table II for additional information.
(3)	As of December 31, 2020, Mr. Foley had no outstanding stock awards of shares of common stock.
(4)	Represents a stock option granted April 14, 2020 for the purchase of 50,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030. As of December 31, 2020, Mr. Foley had outstanding options representing the right to purchase of 199,000 shares of common stock.
(5)	As of December 31, 2020, Mr. Filler had no outstanding stock awards of shares of common stock.
(6)	Represents a stock option granted April 14, 2020 for the purchase of 75,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030. As of December 31, 2020, Mr. Filler had outstanding options representing the right to purchase of 95,000 shares of common stock.
(7)	As of December 31, 2020, Mr. Gallagher had no outstanding stock awards of shares of common stock.
(8)	Represents (i) a stock option granted April 14, 2020 for the purchase of 50,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030 and (ii) a stock option granted October 9, 2020 for the purchase of 50,000 shares of common stock, vesting 1/3 on first anniversary, 2/3 quarterly for remaining 2 years. As of December 31, 2020, Mr. Gallagher had outstanding options representing the right to purchase of 232,211 shares of common stock.
(9)	Represents (i) a common stock award of 50,000 fully vested shares granted on July 6, 2020 and (ii) a restricted stock unit granted October 5, 2020 of 50,000 shares of common stock vesting 1/3 on first anniversary, 2/3 quarterly for remaining 2 years. As of December 31, 2020, Mr. O’Donnell had 50,000 outstanding stock awards of shares of common stock.
(10)	Represents a stock option granted April 14, 2020 for the purchase of 75,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030. As of December 31, 2020, Mr. O’Donnell had outstanding options representing the right to purchase of 221,240 shares of common stock.
(11)	Represents cash of $300,000 consulting fees.
(12)	As of December 31, 2020, Mr. Weild had no outstanding stock awards of shares of common stock.
(13)	Represents a stock option granted April 14, 2020 for the purchase of 75,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030. As of December 31, 2020, Mr. Weild had outstanding options representing the right to purchase of 320,372 shares of common stock.

(14)	Represents (i) a common stock award of 50,000 fully vested shares granted on July 2, 2020 and (ii) a common stock award of 50,000 fully vested shares on August 13, 2020. As of December 31, 2020, Mr. Navarro had 25,000 outstanding stock awards of shares of common stock.
(15)	Represents a stock option granted April 14, 2020 for the purchase of 50,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030 As of December 31, 2020, Mr. Navarro had outstanding options representing the right to purchase of 79,000 shares of common stock.
(16)	Represents cash of $300,000 consulting fees.
(17)	As of December 31, 2020, Ms. Pease had 20,000 outstanding stock awards of shares of common stock.
(18)	Represents a stock option granted April 14, 2020 for the purchase of 50,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030. As of December 31, 2020, Ms. Pease had outstanding options representing the right to purchase of 50,000 shares of common stock.
(19)	Represents a restricted stock unit, dated July 14, 2020, of 50,000 shares of common stock vesting 1/3 on first anniversary, 2/3 quarterly for remaining 2 years. As of December 31, 2020, Mr. Zeldis is no longer a member of the Board of Directors.
(20)	Represents a stock option granted April 14, 2020 for the purchase of 50,000 shares of common stock, vesting immediately at an exercise price of $4.66 per share and termination date of April 14, 2030. As of December 31, 2020, Mr. Zeldis is no longer a member of the Board of Directors.
(21)	Represents (i) salary from ViralClear of $155,929 and (ii) reimbursement of medical insurance of $2,846 from ViralClear. As of December 31, 2020, Dr. Zeldis is no longer a member of the Board.
(22)	Represents a common stock award of 50,000 fully vested shares granted on July 10, 2020. As of December 31, 2020, Mr. Zook had no outstanding stock awards of shares of common stock.
(23)	As of December 31, 2020, Mr. Zook had no outstanding options representing the right to purchase shares of common stock.
(24)	Represents payments from ViralClear of $28,750 for consulting services.

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 (13)			Total Voting Power
*Directors and Named Executive Officers*
Kenneth L. Londoner		2,926,882	(3	)		9.08	%		—		—			9.08	%
Anthony Zook		50,000	(4	)		*								*
Samuel Navarro		232,500	(5	)		*			—		—			*
Patrick J. Gallagher		232,505	(6	)		*			—		—			*
Jeffrey F. O’Donnell, Sr.		372,869	(7	)		1.15	%		—		—			1.15	%
Steve Chaussy		842,128	(8	)		2.62	%		—		—			2.62	%
Andrew L. Filler		195,008	(9	)		*			—		—			*
David Weild IV		340,372	(10	)		1.05	%		—		—			1.05	%
Donald E. Foley		326,000	(11	)		1.01	%		—		—			1.01	%
Martha Pease		59,437	(12	)		*			—		—			*
All directors and executive officers as a group of ten persons		5,597,701				16.23	%		—		—			16.23	%
*Series C Holders*
Ray Weber		21,597	(14	)		*			45		42.86	%		*
INTL FCStone Financial Inc C/F Raymond E Weber IRA		16,874	(15	)		*			35		33.33	%		*
Martin F. Sauer		12,053	(16	)					25		23.81	%		*
*5% Beneficial Owners*
BlackRock Inc.		1,733,676	(17	)		5.38	%		—		—			—

(5)	Comprised of (i) 128,500 shares of common stock, (ii) 25,000 restricted stock units that vest within 60 days of April 29, 2021, and (iii) options to purchase 79,000 shares of common stock that are currently exercisable or exercisable within 60 days of April 29, 2021.

(6)	Comprised of (i) 45,494 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 182,211 shares of common stock that are currently exercisable or exercisable within 60 days of April 29, 2021.

	●	One Form 4 was filed late for Mr. O’Donnell with respect to 1 transaction.
	●	One Form 4 was filed late for Mr. Gallagher 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	53	Chief Executive Officer, Chairman, and Director
Steve Chaussy	67	Chief Financial Officer

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 (18)	2020		741,667	(2	)		395,000				1,600,000	(3	)		356,388	(4	)		62,000	(5	)		3,155,055
	2019		700,000	(6	)		275,000				3,287,850	(7	)		737,500	(8	)		59,500	(9	)		5,059,850
Steven Chaussy, Chief Financial Officer (19)	2020		418,417	(10	)		340,000	(11	)		800,000	(12	)		-				6,000	(13	)		1,564,417
	2019		385,000	(14	)		82,500				1,158,500	(15	)		442,500	(16	)		4,750	(17	)		2,073,250

(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 $625,000 from Company and (ii) salary of $116,667 from ViralClear.
(3)	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.
(4)	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
(5)	Represents (i) director fees of $50,000 and (ii) $12,000 auto allowance in lieu for reimbursement of mileage.
(6)	Represents (i) salary of $625,000 from Company and (ii) salary of $75,000 from ViralClear.
(7)	Represents (i) common stock award of 240,000 fully vested shares granted on January 18, 2019, (ii) common stock award of 60,000 fully vested shares granted on July 8, 2019, (iii) common stock award of 30,000 fully vested shares granted on October 18, 2019 and (iv) common stock award of 225,000 fully vested shares granted on December 18, 2019.
(8)	Represents a stock option granted October 11, 2019 for the purchase of 250,000 shares of ViralClear common stock, vesting immediately at an exercise price of $5.00 and termination date of October 11, 2029.
(9)	Represents (i) director fees of $50,000 and (ii) $9,500 auto allowance in lieu for reimbursement of mileage.
(10)	Represents (i) salary of $351,750 from Company and (ii) salary of $66,667 from ViralClear.
(11)	Represents (i) bonus of $290,000 from Company and (ii) bonus of $50,000 from ViralClear.
(12)	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.
(13)	Represents an auto allowance in lieu of reimbursement for mileage.
(14)	Represents (i) salary of $335,000 from Company and (ii) salary of $50,000 from ViralClear.
(15)	Represents (i) common stock award of 100,000 fully vested shares granted on January 18, 2019, (ii) common stock award of 25,000 fully vested shares granted on July 8, 2019 and (iii) common stock award of 75,000 fully vested shares granted on December 18, 2019.
(16)	Represents a stock option granted October 11, 2019 for the purchase of 150,000 shares of ViralClear common stock, vesting immediately at an exercise price of $5.00 and termination date of October 11, 2029.
(17)	Represents an auto allowance in lieu of reimbursement for mileage.
(18)	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.
(19)	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

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)		3,568,497	$	5.59		2,629,172
Equity compensation plans not approved by security holders(2)		1,527,666	$	5.00		1,051,618
Total		5,096,163	$	5.41		3,680,790

	2020		2019
Audit Fees	$	147,206	$	79,500
Audit-Related Fees		78,250		17,500
Tax Fees		10,750		5,000
All Other Fees		85,000		—
Total Fees	$	321,206	$	102,000

SEC Form DEF 14A filed by BioSig Technologies, Inc.