BioSig Technologies, Inc.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
3845
|
|
26-4333375
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer Identification No.)
|
8441 Wayzata Blvd., Suite 240
Minneapolis, Minnesota 55426
(763) 999-7330
|
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
|
Kenneth Londoner
Executive Chairman
8441 Wayzata Blvd., Suite 240
Minneapolis, Minnesota 55426
(763) 999-7330
|
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
|
Copies of all communications, including communications sent to agent for service, should be sent to:
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company ☒ |
|
Page
|
1
|
|
3 | |
4 | |
4 | |
5 | |
22 | |
33 | |
34 | |
34 | |
34 | |
34 | |
35 |
Common stock offered by the selling stockholders:
|
|
2,944,084 shares of our common stock to be offered by the selling stockholders, 30,000 shares of our common stock to be offered by the selling stockholders which were issued to the selling stockholders upon the conversion of 45 shares of our Series C Preferred Stock on June 24, 2016 and up to 2,078,555 shares of our common stock to be offered by the selling stockholders upon the exercise of outstanding common stock purchase warrants.
|
||
|
|
|
||
Common stock outstanding prior to the offering:
|
|
25,215,052
|
||
|
|
|
|
|
Common stock outstanding after this offering:
|
|
27,293,607 (1)
|
||
|
|
|
|
|
Use of proceeds:
|
|
We will not receive any proceeds from the sale of the common stock offered by the selling stockholders. However, we will receive proceeds from the exercise price of the warrants if the warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
|
||
|
|
|
|
|
OTCQB trading symbol:
|
|
“BSGM”
|
||
Risk factors:
|
|
You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 3 of this prospectus before deciding whether or not to invest in shares of our common stock.
|
(1)
|
The number of shares of common stock outstanding after the offering is based upon 25,215,052 shares outstanding as of May 18, 2017, and assumes the exercise of all warrants with respect to those shares being registered for resale pursuant to the registration statement of which this prospectus forms a part.
|
|
●
|
8,245,190 shares of common stock issuable upon the exercise of currently outstanding options at a weighted average exercise price of $2.24 per share;
|
|
●
|
3,377,638 shares of common stock available for future issuance under the BioSig Technologies, Inc. 2012 Equity Incentive Plan;
|
●
|
278,540 shares of common stock issuable for accrued dividends on our Series C Preferred Stock as of March 31, 2017;
|
|
●
|
713,345 shares of common stock issuable upon the conversion of our Series C Preferred Stock; and
|
●
|
8,662,840 shares of common stock issuable upon exercise of warrants at a weighted average exercise price of $1.67 per share.
|
|
●
|
inability to manufacture our product candidates on a commercial scale on our own, or in collaboration with third parties;
|
|
●
|
difficulties in obtaining financing on commercially reasonable terms;
|
|
●
|
changes in the size and nature of our competition;
|
|
●
|
loss of one or more key executives or scientists; and
|
|
●
|
difficulties in securing regulatory approval to market our product candidates.
|
|
Ownership Before Offering
|
Ownership After Offering
|
|||||||||||||||||
Selling Stockholder
|
Number of shares of common stock beneficially owned (1)
|
Number of shares offered
|
Number of shares of
common stock beneficially owned (1)
|
Percentage of common stock beneficially owned (1)
|
|||||||||||||||
Michael C. Bellard
|
42,000
|
(2
|
)
|
42,000
|
(2
|
)
|
0
|
*
|
|||||||||||
Johnson Revocable Trust DTD Feb 13 2000, Todd Johnson & Luann Johnson TTEES
|
54,000
|
(3
|
)
|
24,000
|
(4
|
)
|
30,000
|
(5
|
)
|
*
|
|||||||||
Herschel Johnson (6)
|
41,625
|
(7
|
)
|
9,539
|
(8
|
)
|
32,086
|
(9
|
)
|
*
|
|||||||||
Kenneth R. Klimitchek
|
15,000
|
(10
|
)
|
15,000
|
(10
|
)
|
0
|
*
|
|||||||||||
James W. Lees
|
104,246
|
(11
|
)
|
21,246
|
(12
|
)
|
83,000
|
(13
|
)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F David W. Frost IRA
|
49,548
|
(14
|
)
|
39,649
|
(15
|
)
|
9,899
|
(16
|
)
|
*
|
|||||||||
David W. Frost
|
508,262
|
(17
|
)
|
222,621
|
(18
|
)
|
285,641
|
(19
|
)
|
1.13
|
%
|
||||||||
Maree Casatelli
|
12,000
|
(20
|
)
|
12,000
|
(20
|
)
|
0
|
*
|
|||||||||||
Douglas E. Jasek
|
30,000
|
(21
|
)
|
30,000
|
(21
|
)
|
0
|
*
|
|||||||||||
Randall L Payne & Kathy S Payne JTWROS
|
67,800
|
(22
|
)
|
67,800
|
(22
|
)
|
0
|
*
|
|||||||||||
Trevor W. Davies
|
12,000
|
(23
|
)
|
12,000
|
(23
|
)
|
0
|
*
|
|||||||||||
Bryan J. Hanks & Michelle B. Hanks JTWROS
|
95,001
|
(24
|
)
|
45,000
|
(25
|
)
|
50,001
|
(26
|
)
|
*
|
|||||||||
Koushik & Kamla A. Reddy JTWROS
|
15,000
|
(27
|
)
|
15,000
|
(27
|
)
|
0
|
*
|
|||||||||||
AAJK Investments, LLC (28)
|
6,000
|
(29
|
)
|
6,000
|
(29
|
)
|
0
|
*
|
|||||||||||
Bruno J. Casatelli
|
150,612
|
(30
|
)
|
150,612
|
(30
|
)
|
0
|
*
|
|||||||||||
Jerry Caldwell
|
21,000
|
(31
|
)
|
21,000
|
(31
|
)
|
0
|
*
|
|||||||||||
Thomas B. D’Agostino
|
30,000
|
(32
|
)
|
30,000
|
(32
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc. C/F Bruce Frost IRA
|
6,000
|
(33
|
)
|
6,000
|
(33
|
)
|
0
|
*
|
|||||||||||
Alexander Gerould
|
24,000
|
(34
|
)
|
24,000
|
(34
|
)
|
0
|
*
|
|||||||||||
Benjamin Netick
|
15,000
|
(35
|
)
|
15,000
|
(35
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc. C/F Algis J. Rajeckas IRA
|
15,000
|
(36
|
)
|
15,000
|
(36
|
)
|
0
|
*
|
|||||||||||
Randolph Swickle
|
6,000
|
(37
|
)
|
6,000
|
(37
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc C/F Jonathan Steinhouse R/O IRA
|
24,368
|
(38
|
)
|
24,368
|
(38
|
)
|
0
|
*
|
|||||||||||
Lee Irish
|
9,000
|
(39
|
)
|
9,000
|
(39
|
)
|
0
|
*
|
|||||||||||
Jere D. Peak
|
15,000
|
(40
|
)
|
15,000
|
(40
|
)
|
0
|
*
|
|||||||||||
Tim Engels
|
9,600
|
(41
|
)
|
9,600
|
(41
|
)
|
0
|
*
|
|||||||||||
Bruce G. Krueger
|
24,000
|
(42
|
)
|
24,000
|
(42
|
)
|
0
|
*
|
|||||||||||
Douglas Davies
|
12,000
|
(43
|
)
|
12,000
|
(43
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc. C/F Benjamin Netick Roth IRA Conversion
|
6,000
|
(44
|
)
|
6,000
|
(44
|
)
|
0
|
*
|
|||||||||||
Graham John Nicholson
|
12,600
|
(45
|
)
|
12,600
|
(45
|
)
|
0
|
*
|
|||||||||||
Fernando Malvido Olascoaga
|
15,000
|
(46
|
)
|
15,000
|
(46
|
)
|
0
|
*
|
|||||||||||
Gustavo Dos Reis Vasques
|
12,000
|
(47
|
)
|
12,000
|
(47
|
)
|
0
|
*
|
|||||||||||
Michael Wessner
|
6,000
|
(48
|
)
|
6,000
|
(48
|
)
|
0
|
*
|
|||||||||||
Herbert B. Alcorn
|
13,500
|
(49
|
)
|
13,500
|
(49
|
)
|
0
|
*
|
|||||||||||
Marvin Dale Martin
|
15,000
|
(50
|
)
|
15,000
|
(50
|
)
|
0
|
*
|
|||||||||||
Waleed Suhail Al-Nasrawi
|
15,000
|
(51
|
)
|
15,000
|
(51
|
)
|
0
|
*
|
|||||||||||
Kenneth N. Larsen Nancy J. Larsen JTWROS
|
30,000
|
(52
|
)
|
30,000
|
(52
|
)
|
0
|
*
|
|||||||||||
Nicholas Osorio & Paulina Veytia JTWROS
|
15,000
|
(53
|
)
|
15,000
|
(53
|
)
|
0
|
*
|
|||||||||||
Ecovest Limited (54)
|
12,000
|
(55
|
)
|
12,000
|
(55
|
)
|
0
|
*
|
|||||||||||
Jan J. Laskowski & Sofia M. Laskowski JTWROS
|
30,000
|
(56
|
)
|
30,000
|
(56
|
)
|
0
|
*
|
|||||||||||
John Lloyd
|
10,800
|
(57
|
)
|
10,800
|
(57
|
)
|
0
|
*
|
|||||||||||
Horacio Fajer Cardona
|
5,760
|
(58
|
)
|
5,760
|
(58
|
)
|
0
|
*
|
|||||||||||
Ronald P. Geisler
|
6,000
|
(59
|
)
|
6,000
|
(59
|
)
|
0
|
*
|
|||||||||||
The William D Woodford & Deborah N Woodford Revoc Living Trust 01/15/13
|
15,000
|
(60
|
)
|
15,000
|
(60
|
)
|
0
|
*
|
Michael D. Watson
|
18,000
|
(61
|
)
|
18,000
|
(61
|
)
|
0
|
*
|
|||||||||||
Gonzalo A. Salgueiro
|
62,009
|
(62
|
)
|
15,000
|
(62
|
)
|
47,009
|
*
|
|||||||||||
Benjamin Hasty
|
30,000
|
(63
|
)
|
30,000
|
(63
|
)
|
0
|
*
|
|||||||||||
Steven A. Hobbs
|
30,000
|
(64
|
)
|
30,000
|
(64
|
)
|
0
|
*
|
|||||||||||
Michael L. Turner
|
24,000
|
(65
|
)
|
24,000
|
(65
|
)
|
0
|
*
|
|||||||||||
Mariusz J. Klin
|
15,000
|
(66
|
)
|
15,000
|
(66
|
)
|
0
|
*
|
|||||||||||
Bernd Albrecht
|
15,000
|
(67
|
)
|
15,000
|
(67
|
)
|
0
|
*
|
|||||||||||
Carlo Wolf
|
60,000
|
(68
|
)
|
60,000
|
(68
|
)
|
0
|
*
|
|||||||||||
Philip Ireland
|
16,800
|
(69
|
)
|
16,800
|
(69
|
)
|
0
|
*
|
|||||||||||
Richard Burgess
|
30,000
|
(70
|
)
|
30,000
|
(70
|
)
|
0
|
*
|
|||||||||||
Jorge Enrique Borbolla
|
12,000
|
(71
|
)
|
12,000
|
(71
|
)
|
0
|
*
|
|||||||||||
Andreas Wawrla
|
300,000
|
(72
|
)
|
300,000
|
(72
|
)
|
0
|
*
|
|||||||||||
Wayne Young
|
12,000
|
(73
|
)
|
12,000
|
(73
|
)
|
0
|
*
|
|||||||||||
Charles Morse
|
15,000
|
(74
|
)
|
15,000
|
(74
|
)
|
0
|
*
|
|||||||||||
Graeme Farr
|
15,000
|
(75
|
)
|
15,000
|
(75
|
)
|
0
|
*
|
|||||||||||
Alois Praxmarer & Sandra Praxmarer JTWROS
|
60,000
|
(76
|
)
|
60,000
|
(76
|
)
|
0
|
*
|
|||||||||||
William Wade Brawley
|
15,000
|
(77
|
)
|
15,000
|
(77
|
)
|
0
|
*
|
|||||||||||
Patrick S. Thomas
|
15,000
|
(78
|
)
|
15,000
|
(78
|
)
|
0
|
*
|
|||||||||||
Robert Dunn & Judy Dunn JTWROS
|
30,000
|
(79
|
)
|
30,000
|
(79
|
)
|
0
|
*
|
|||||||||||
Steven K. Nelson
|
30,000
|
(80
|
)
|
30,000
|
(80
|
)
|
0
|
*
|
|||||||||||
James M. Wimberly
|
15,000
|
(81
|
)
|
15,000
|
(81
|
)
|
0
|
*
|
|||||||||||
William A. Valka & Barbara B. Valka JTWROS
|
60,000
|
(82
|
)
|
60,000
|
(82
|
)
|
0
|
*
|
|||||||||||
Bill D. Eischeid
|
15,000
|
(83
|
)
|
15,000
|
(83
|
)
|
0
|
*
|
|||||||||||
Douglas Pence
|
60,000
|
(84
|
)
|
60,000
|
(84
|
)
|
0
|
*
|
|||||||||||
Ian H. Murray
|
38,681
|
(85
|
)
|
21,283
|
(86
|
)
|
17,398
|
(87
|
)
|
*
|
|||||||||
Larry W. Schwartz
|
9,600
|
(88
|
)
|
9,600
|
(88
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc. C/F Deborah A. Schwartz Roth IRA
|
15,000
|
(89
|
)
|
15,000
|
(89
|
)
|
0
|
*
|
|||||||||||
Timothy Williams
|
15,000
|
(90
|
)
|
15,000
|
(90
|
)
|
0
|
*
|
|||||||||||
Anders P. Lindholm
|
30,000
|
(91
|
)
|
30,000
|
(91
|
)
|
0
|
*
|
|||||||||||
Julian Bavin
|
24,000
|
(92
|
)
|
24,000
|
(92
|
)
|
0
|
*
|
|||||||||||
Rudolf Weiss
|
18,000
|
(93
|
)
|
18,000
|
(93
|
)
|
0
|
*
|
|||||||||||
Bruce C. Ghrist
|
6,000
|
(94
|
)
|
6,000
|
(94
|
)
|
0
|
*
|
|||||||||||
Ronald J. Woodward
|
15,000
|
(95
|
)
|
15,000
|
(95
|
)
|
0
|
*
|
|||||||||||
James Ellinwood
|
15,000
|
(96
|
)
|
15,000
|
(96
|
)
|
0
|
*
|
|||||||||||
Craig William Bannister
|
18,000
|
(97
|
)
|
18,000
|
(97
|
)
|
0
|
*
|
|||||||||||
John Campbell
|
30,000
|
(98
|
)
|
30,000
|
(98
|
)
|
0
|
*
|
|||||||||||
Michael F. Tedesco
|
6,000
|
(99
|
)
|
6,000
|
(99
|
)
|
0
|
*
|
|||||||||||
Donald Joseph Stroh
|
6,000
|
(100
|
)
|
6,000
|
(100
|
)
|
0
|
*
|
|||||||||||
Timothy McCormick & Katheryn E. Murray JTWROS
|
6,000
|
(101
|
)
|
6,000
|
(101
|
)
|
0
|
*
|
|||||||||||
Matthew Reid
|
28,910
|
(102
|
)
|
15,000
|
(102
|
)
|
13,910
|
*
|
|||||||||||
Gary J. Mabie & Janelle L. Mabie JTWROS
|
30,000
|
(103
|
)
|
30,000
|
(103
|
)
|
0
|
*
|
|||||||||||
Tim N. Montgomery
|
30,000
|
(104
|
)
|
30,000
|
(104
|
)
|
0
|
*
|
|||||||||||
J.L. Christopher Cheadle
|
60,000
|
(105
|
)
|
60,000
|
(105
|
)
|
0
|
*
|
|||||||||||
Kenneth H. Hancock
|
60,000
|
(106
|
)
|
60,000
|
(106
|
)
|
0
|
*
|
|||||||||||
Bernard J. Heiles & Gabriele Heiles JTWROS
|
30,000
|
(107
|
)
|
30,000
|
(107
|
)
|
0
|
*
|
|||||||||||
Douglas A. Alcott
|
15,000
|
(108
|
)
|
15,000
|
(108
|
)
|
0
|
*
|
|||||||||||
James R. Bement & Sheryl Bement JTWROS
|
30,000
|
(109
|
)
|
30,000
|
(109
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc. C/F David Bowlby IRA
|
30,000
|
(110
|
)
|
30,000
|
(110
|
)
|
0
|
*
|
|||||||||||
Jeffery S. Boyer
|
18,500
|
(111
|
)
|
6,000
|
(111
|
)
|
12,500
|
*
|
|||||||||||
Donald K. Coffey
|
15,000
|
(112
|
)
|
15,000
|
(112
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc. C/F John P. Cotis R/O IRA
|
12,000
|
(113
|
)
|
12,000
|
(113
|
)
|
0
|
*
|
|||||||||||
James V. Cunningham
|
12,000
|
(114
|
)
|
12,000
|
(114
|
)
|
0
|
*
|
Stephen J. Farley
|
30,000
|
(115
|
)
|
30,000
|
(115
|
)
|
0
|
*
|
|||||||||||
David Nahmias
|
9,000
|
(116
|
)
|
9,000
|
(116
|
)
|
0
|
*
|
|||||||||||
Randy O. Frost
|
6,000
|
(117
|
)
|
6,000
|
(117
|
)
|
0
|
*
|
|||||||||||
Gerard A. Gabriel
|
30,000
|
(118
|
)
|
30,000
|
(118
|
)
|
0
|
*
|
|||||||||||
Robert J. Gray
|
76,948
|
(119
|
)
|
20,204
|
(120
|
)
|
56,744
|
(121
|
)
|
*
|
|||||||||
Alexander H. Hachiya
|
30,600
|
(122
|
)
|
30,600
|
(122
|
)
|
0
|
*
|
|||||||||||
David M. Laurenson
|
30,000
|
(123
|
)
|
30,000
|
(123
|
)
|
0
|
*
|
|||||||||||
Bruce Levy
|
12,150
|
(124
|
)
|
12,150
|
(124
|
)
|
0
|
*
|
|||||||||||
Lawrence T Juette
|
15,000
|
(125
|
)
|
15,000
|
(125
|
)
|
0
|
*
|
|||||||||||
Stuart R. Oliver
|
27,906
|
(126
|
)
|
27,906
|
(126
|
)
|
0
|
*
|
|||||||||||
Lennox Jaipersad
|
6,000
|
(127
|
)
|
6,000
|
(127
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach Inc. C/F Joseph Oppito Bene Owner Patrick Oppito DCSD IRA
|
15,000
|
(128
|
)
|
15,000
|
(128
|
)
|
0
|
*
|
|||||||||||
Dhiman Parikh
|
7,500
|
(129
|
)
|
7,500
|
(129
|
)
|
0
|
*
|
|||||||||||
Manu Prasad Parikh
|
21,000
|
(130
|
)
|
21,000
|
(130
|
)
|
0
|
*
|
|||||||||||
George A. Parmer
|
60,000
|
(131
|
)
|
60,000
|
(131
|
)
|
0
|
*
|
|||||||||||
Arthur Pereless
|
42,000
|
(132
|
)
|
12,000
|
(133
|
)
|
30,000
|
(134
|
)
|
*
|
|||||||||
Gregory George Pyszczymuka
|
7,500
|
(135
|
)
|
7,500
|
(135
|
)
|
0
|
*
|
|||||||||||
Reed Family Trust DTD 06/24/1999 Clayton A Reed & Stephanie S Reed TTEES
|
88,500
|
(136
|
)
|
60,000
|
(137
|
)
|
28,500
|
(138
|
)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F Gary A. Robbins IRA
|
6,000
|
(139
|
)
|
6,000
|
(139
|
)
|
0
|
*
|
|||||||||||
Terrence E. Rusin
|
6,540
|
(140
|
)
|
6,540
|
(140
|
)
|
0
|
*
|
|||||||||||
Oliver Schulte
|
15,000
|
(141
|
)
|
15,000
|
(141
|
)
|
0
|
*
|
|||||||||||
Neha Parikh Shah & Nikesha Shah JTWROS
|
6,000
|
(142
|
)
|
6,000
|
(142
|
)
|
0
|
*
|
|||||||||||
Robert T. Stapell
|
15,000
|
(143
|
)
|
15,000
|
(143
|
)
|
0
|
*
|
|||||||||||
Jeff L. Stevens
|
15,000
|
(144
|
)
|
15,000
|
(144
|
)
|
0
|
*
|
|||||||||||
Daniel P. Wikel
|
30,000
|
(145
|
)
|
30,000
|
(145
|
)
|
0
|
*
|
|||||||||||
Kenneth Williamson
|
30,000
|
(146
|
)
|
30,000
|
(146
|
)
|
0
|
*
|
|||||||||||
SAL C/F Lance Ziaks Simple IRA
|
6,000
|
(147
|
)
|
6,000
|
(147
|
)
|
0
|
||||||||||||
Scott L. Byer
|
65,499
|
(148
|
)
|
15,000
|
(149
|
)
|
54,999
|
(150
|
)
|
*
|
|||||||||
Kenneth Londoner (151)
|
4,328,476
|
(152
|
)
|
181,220
|
(153
|
)
|
4,147,256
|
(154
|
)
|
16.13
|
%
|
||||||||
Alpha Capital Anstalt (155)
|
2,495,905
|
(156
|
)
|
829,909
|
(157
|
)
|
1,665,996
|
(158
|
)
|
6.36
|
%
|
||||||||
Jonathan Steinhouse
|
261,765
|
(159
|
)
|
23,572
|
(160
|
)
|
238,193
|
(161
|
)
|
*
|
|||||||||
Gary W Chmielewski & Monica R. Chmielewski JTWROS
|
6,123
|
(162
|
)
|
6,123
|
(162
|
)
|
0
|
*
|
|||||||||||
Julius E. Talton
|
18,750
|
(163
|
)
|
18,750
|
(163
|
)
|
0
|
*
|
|||||||||||
Carlos Javier Jurado & Zulma E. Jurado JTIC
|
7,500
|
(164
|
)
|
7,500
|
(164
|
)
|
0
|
*
|
|||||||||||
Stourbridge Investments LLC (165)
|
11,250
|
(166
|
)
|
11,250
|
(166
|
)
|
0
|
*
|
|||||||||||
Paul E. Hoffmann
|
9,183
|
(167
|
)
|
9,183
|
(167
|
)
|
0
|
*
|
|||||||||||
Jerome B. Zeldis (168)
|
652,584
|
(169
|
)
|
28,777
|
(170
|
)
|
623,807
|
(171
|
)
|
2.43
|
%
|
||||||||
Mark S Samuels
|
12,245
|
12,245
|
0
|
*
|
|||||||||||||||
ATA Investments, LLC (172)
|
6,150
|
(173
|
)
|
6,150
|
(173
|
)
|
0
|
*
|
|||||||||||
Craig H. Unger
|
7,653
|
(174
|
)
|
7,653
|
(174
|
)
|
0
|
*
|
|||||||||||
Reynold Duclas Jr. & Janice Kannikal JTIC
|
6,150
|
(175
|
)
|
6,150
|
(175
|
)
|
0
|
*
|
|||||||||||
James Keleher
|
6,000
|
(176
|
)
|
6,000
|
(176
|
)
|
0
|
*
|
|||||||||||
Alan Greenhalgh & Angela Greenhalgh JTWROS
|
56,940
|
(177
|
)
|
56,940
|
(177
|
)
|
0
|
*
|
|||||||||||
Garfield W. Hardeman T.O.D
|
15,000
|
(178
|
)
|
15,000
|
(178
|
)
|
0
|
*
|
|||||||||||
Medardo Villatoro
|
6,780
|
(179
|
)
|
6,780
|
(179
|
)
|
0
|
*
|
|||||||||||
Barry G. Pallay
|
6,000
|
(180
|
)
|
6,000
|
(180
|
)
|
0
|
*
|
|||||||||||
John Avon
|
15,000
|
(181
|
)
|
15,000
|
(181
|
)
|
0
|
*
|
|||||||||||
Jason H Murray as Trustee for The Golden Pond Super Fund
|
30,000
|
(182
|
)
|
30,000
|
(182
|
)
|
0
|
*
|
|||||||||||
David C. Metzner
|
12,245
|
(183
|
)
|
12,245
|
(183
|
)
|
0
|
*
|
|||||||||||
Lyle Helmick
|
6,150
|
(184
|
)
|
6,150
|
(184
|
)
|
0
|
*
|
Georges Zanellato
|
30,000
|
(185
|
)
|
30,000
|
(185
|
)
|
0
|
*
|
|||||||||||
Jan Backvall
|
6,000
|
(186
|
)
|
6,000
|
(186
|
)
|
0
|
*
|
|||||||||||
Brad Larson
|
7,080
|
(187
|
)
|
7,080
|
(187
|
)
|
0
|
*
|
|||||||||||
Tim Lockner
|
6,000
|
(188
|
)
|
6,000
|
(188
|
)
|
0
|
*
|
|||||||||||
Sterne Agee & Leach C/F Robert E Spano IRA
|
9,840
|
(189
|
)
|
9,840
|
(189
|
)
|
0
|
*
|
|||||||||||
William Bellinger
|
10,800
|
(190
|
)
|
10,800
|
(190
|
)
|
0
|
*
|
|||||||||||
Ted Fiore
|
7,200
|
(191
|
)
|
7,200
|
(191
|
)
|
0
|
*
|
|||||||||||
Frank R Deis & Donna R Deis JTWROS
|
6,000
|
(192
|
)
|
6,000
|
(192
|
)
|
0
|
*
|
|||||||||||
Joseph A Schuld
|
6,000
|
(193
|
)
|
6,000
|
(193
|
)
|
0
|
*
|
|||||||||||
L. Dean Fox
|
55,412
|
(194
|
)
|
31,042
|
(195
|
)
|
24,370
|
(196
|
)
|
*
|
|||||||||
Standard Sand & Silica Co., Inc. (197)
|
12,000
|
(198
|
)
|
12,000
|
(198
|
)
|
0
|
*
|
|||||||||||
Brio Capital Master Fund Ltd. (199)
|
368,586
|
(200
|
)
|
127,959
|
(201
|
)
|
240,627
|
(202
|
)
|
*
|
|||||||||
Michael N. Emmerman
|
541,057
|
(203
|
)
|
41,628
|
(204
|
)
|
499,429
|
(205
|
)
|
1.95
|
%
|
||||||||
Lau Family Fund LP (206)
|
105,693
|
(207
|
)
|
10,409
|
(208
|
)
|
95,284
|
(209
|
)
|
*
|
|||||||||
R. Ian Chaplin
|
78,039
|
(210
|
)
|
5,204
|
(211
|
)
|
72,835
|
(212
|
)
|
*
|
|||||||||
Kenneth Epstein
|
218,012
|
(213
|
)
|
20,814
|
(214
|
)
|
198,142
|
(215
|
)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F Maree Casatelli SEP IRA
|
52,782
|
(216
|
)
|
5,204
|
(217
|
)
|
47,578
|
(218
|
)
|
*
|
|||||||||
Ron D. Craig
|
223,192
|
(219
|
)
|
20,400
|
(220
|
)
|
202,792
|
(221
|
)
|
*
|
|||||||||
Michael Engdall & Susan Engdall JTWROS
|
99,557
|
(222
|
)
|
7,287
|
(223
|
)
|
92,270
|
(224
|
)
|
*
|
|||||||||
Phillip Todd Herndon
|
132,599
|
(225
|
)
|
10,409
|
(226
|
)
|
122,190
|
(227
|
)
|
*
|
|||||||||
Rex A. Jones
|
280,975
|
(228
|
)
|
20,814
|
(229
|
)
|
260,161
|
(230
|
)
|
1.02
|
%
|
||||||||
Nabil M. Yazgi
|
164,477
|
(231
|
)
|
4,164
|
(232
|
)
|
160,313
|
(233
|
)
|
*
|
|||||||||
Portofino Ventures LP (234)
|
41,911
|
(235
|
)
|
4,164
|
(236
|
)
|
37,747
|
(237
|
)
|
*
|
|||||||||
Thomas G. Hoffman
|
60,736
|
(238
|
)
|
5,204
|
(239
|
)
|
55,532
|
(240
|
)
|
*
|
|||||||||
Martin F. Sauer
|
85,844
|
(241
|
)
|
5,204
|
(242
|
)
|
80,640
|
(243
|
)
|
*
|
|||||||||
Ray Weber
|
95,785
|
(244
|
)
|
9,368
|
(245
|
)
|
86,417
|
(246
|
)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F Raymond E. Weber IRA
|
76,304
|
(247
|
)
|
7,285
|
(248
|
)
|
69,019
|
(249
|
)
|
*
|
|||||||||
Fourfathom Capital LLC (250)
|
218,012
|
(251
|
)
|
20,814
|
(252
|
)
|
197,198
|
(253
|
)
|
*
|
|||||||||
Michael B. Carroll & Sheila J. Carroll JTWROS
|
394,323
|
(254
|
)
|
31,221
|
(255
|
)
|
363,102
|
(256
|
)
|
1.43
|
%
|
||||||||
Scott D. Gamble
|
216,841
|
(257
|
)
|
20,814
|
(258
|
)
|
196,027
|
(259
|
)
|
*
|
|||||||||
Brian E. Jones & Peggy A. Jones JTWROS
|
236,246
|
(260
|
)
|
10,409
|
(261
|
)
|
225,837
|
(262
|
)
|
*
|
|||||||||
David Patterson
|
43,370
|
(263
|
)
|
4,164
|
(264
|
)
|
39,206
|
(265
|
)
|
*
|
|||||||||
George Elefther & Karin Alexa Elefther JTWROS
|
25,412
|
(266
|
)
|
1,042
|
(267
|
)
|
24,370
|
(268
|
)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F John L. Sommer IRA
|
75,123
|
(269
|
)
|
2,083
|
(270
|
)
|
73,040
|
(271
|
)
|
*
|
|||||||||
Allan D. Carlson
|
19,481
|
(272
|
)
|
2,083
|
(273
|
)
|
17,398
|
(274
|
)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F Randy Payne IRA
|
83,391
|
(275
|
)
|
2,083
|
(276
|
)
|
81,308
|
(277
|
)
|
*
|
|||||||||
Dr. Richard Matter & Anita Matter JTWROS
|
39,004
|
(278
|
)
|
4,164
|
(279
|
)
|
34,840
|
(280
|
)
|
*
|
|||||||||
Randal E. Margo
|
47,185
|
(281
|
)
|
5,204
|
(282
|
)
|
41,981
|
(283
|
)
|
*
|
|||||||||
Eugene E. Eubank
|
94,369
|
(284
|
)
|
10,407
|
(285
|
)
|
83,962
|
(286
|
)
|
*
|
|||||||||
Robert W. Baird & Co. Inc. TTEE FBO Brian Mark Miller ROTH IRA
|
194,785
|
(287
|
)
|
20,814
|
(288
|
)
|
173,971
|
(289
|
)
|
*
|
|||||||||
Sterne Agee & Leach Inc. C/F Dr. Gary W. Chmielewski IRA
|
19,481
|
(290
|
)
|
2,083
|
(291
|
)
|
17,398
|
(292
|
)
|
*
|
(1)
|
In computing the percentage of our common stock beneficially owned by each selling stockholder after the offering, we have assumed the exercise by such selling stockholder of all warrants with respect to those shares being offered by such selling stockholder, and therefore the calculation is based on a number of shares of common stock outstanding comprised of (i) 25,215,052 shares of common stock outstanding as of May 18, 2017 plus (ii) the number of shares offered by the selling stockholder in this offering underlying warrants held by such selling stockholder. The shares offered by one selling stockholder underlying warrants held by such selling stockholder are not deemed outstanding for the purpose of computing the percentage ownership of any other selling stockholder.
|
(2)
|
Includes 14,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(3)
|
Includes 18,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(4)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
(5)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(6)
|
Herschel E. Johnson is deceased. Johnson’s converted Series C shares are now in the name of Raymond James & Associates, Inc. Johnson’s common stock issued in August 2014 and warrants are now in the name of Janice C. Johnson & Garrett E. Johnson EXEC E/O Herschel E. Johnson.
|
|
|
(7)
|
Includes 23,231 shares of common stock issuable upon the exercise of warrants.
|
|
|
(8)
|
Includes 5,539 shares of common stock issuable upon the exercise of warrants.
|
|
|
(9)
|
Includes 17,692 shares of common stock issuable upon the exercise of warrants.
|
|
|
(10)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(11)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 27,819 shares of common stock and (ii) 49,761 shares of common stock issuable upon the exercise of warrants.
|
|
|
(12)
|
Includes 11,246 shares of common stock issuable upon the exercise of warrants.
|
|
|
(13)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 27,819 shares of common stock and (ii) 38,515 shares of common stock issuable upon the exercise of warrants.
|
|
|
(14)
|
Includes 19,045 shares of common stock issuable upon the exercise of warrants.
|
|
|
(15)
|
Includes 14,049 shares of common stock issuable upon the exercise of warrants.
|
|
|
(16)
|
Includes 4,996 shares of common stock issuable upon the exercise of warrants.
|
|
|
(17)
|
Includes 251,122 shares of common stock issuable upon the exercise of warrants. David W. Frost may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F David W Frost IRA.
|
|
|
(18)
|
Includes 95,021 shares of common stock issuable upon the exercise of warrants.
|
|
|
(19)
|
Includes 156,101 shares of common stock issuable upon the exercise of warrants.
|
|
|
(20)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants. Maree Casatelli may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F Maree Casatelli SEP IRA.
|
|
|
(21)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(22)
|
Includes 22,600 shares of common stock issuable upon the exercise of warrants. Randall L. Payne may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F Randall Payne IRA.
|
|
|
(23)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(24)
|
Includes 31,667 shares of common stock issuable upon the exercise of warrants.
|
|
|
(25)
|
Includes 15,000 shares of common stock issuable upon the exercise of warrants.
|
(26)
|
Includes 16,667 shares of common stock issuable upon the exercise of warrants.
|
|
|
(27)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(28)
|
Alok K. Agrawal, the Managing Member of AAJK Investments, LLC, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
|
|
(29)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(30)
|
Includes 50,204 shares of common stock issuable upon the exercise of warrants.
|
|
|
(31)
|
Includes 7,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(32)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(33)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(34)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(35)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants. Benjamin Netick may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F Benjamin Netick ROTH IRA.
|
|
|
(36)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(37)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(38)
|
Includes 8,123 shares of common stock issuable upon the exercise of warrants. Mr. Steinhouse may also be deemed beneficial owner of shares held by his individual account, Jonathan Steinhouse.
|
|
|
(39)
|
Includes 3,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(40)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(41)
|
Includes 3,200 shares of common stock issuable upon the exercise of warrants.
|
|
|
(42)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(43)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(44)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(45)
|
Includes 4,200 shares of common stock issuable upon the exercise of warrants.
|
|
|
(46)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(47)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(48)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(49)
|
Includes 4,500 shares of common stock issuable upon the exercise of warrants.
|
|
|
(50)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(51)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(52)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(53)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(54)
|
Gavin Bell, the Founder of Ecovest Limited, has voting and dispositive power over the securities held for the account of this selling stockholder.
|
|
|
(55)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(56)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(57)
|
Includes 3,600 shares of common stock issuable upon the exercise of warrants.
|
|
|
(58)
|
Includes 1,920 shares of common stock issuable upon the exercise of warrants.
|
|
|
(59)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(60)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(61)
|
Includes 6,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(62)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(63)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(64)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(65)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(66)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(67)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(68)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(69)
|
Includes 5,600 shares of common stock issuable upon the exercise of warrants.
|
|
|
(70)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(71)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(72)
|
Includes 100,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(73)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(74)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(75)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(76)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(77)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(78)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(79)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(80)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(81)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(82)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(83)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(84)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(85)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) 16,809 shares of common stock issuable upon the exercise of warrants.
|
|
|
(86)
|
Includes 8,483 shares of common stock issuable upon the exercise of warrants.
|
|
|
(87)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) 8,326 shares of common stock issuable upon the exercise of warrants.
|
|
|
(88)
|
Includes 3,200 shares of common stock issuable upon the exercise of warrants.
|
|
|
(89)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(90)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(91)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(92)
|
Includes 8,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(93)
|
Includes 6,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(94)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(95)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(96)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(97)
|
Includes 6,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(98)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(99)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(100)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(101)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(102)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(103)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(104)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(105)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(106)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(107)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(108)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(109)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(110)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(111)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(112)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(113)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(114)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(115)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(116)
|
Includes 3,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(117)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(118)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(119)
|
Includes 31,018 shares of common stock issuable upon the exercise of warrants.
|
|
|
(120)
|
Includes 10,204 shares of common stock issuable upon the exercise of warrants.
|
|
|
(121)
|
Includes 20,814 shares of common stock issuable upon the exercise of warrants.
|
|
|
(122)
|
Includes 10,200 shares of common stock issuable upon the exercise of warrants.
|
|
|
(123)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(124)
|
Includes 4,050 shares of common stock issuable upon the exercise of warrants.
|
|
|
(125)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(126)
|
Includes 9,302 shares of common stock issuable upon the exercise of warrants.
|
|
|
(127)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(128)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(129)
|
Includes 2,500 shares of common stock issuable upon the exercise of warrants.
|
|
|
(130)
|
Includes 7,000 shares of common stock issuable upon the exercise of warrants.
|
|
(131)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(132)
|
Includes 14,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(133)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(134)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(135)
|
Includes 2,500 shares of common stock issuable upon the exercise of warrants.
|
|
|
(136)
|
Includes 29,500 shares of common stock issuable upon the exercise of warrants.
|
|
|
(137)
|
Includes 20,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(138)
|
Includes 9,500 shares of common stock issuable upon the exercise of warrants.
|
|
|
(139)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(140)
|
Includes 2,180 shares of common stock issuable upon the exercise of warrants.
|
|
|
(141)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(142)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(143)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(144)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(145)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(146)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(147)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(148)
|
Includes 21,833 shares of common stock issuable upon the exercise of warrants.
|
|
|
(149)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(150)
|
Includes 16,833 shares of common stock issuable upon the exercise of warrants.
|
(151)
|
Kenneth Londoner is our Executive Chairman.
|
|
|
(152)
|
Comprised of (i) 413,873 shares of common stock directly held by Mr. Londoner, (ii) 3,334,974 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 329,629 shares of common stock, and (iv) options to purchase 250,000 shares of common stock that are currently exercisable.
|
|
|
(153)
|
Includes 88,159 shares of common stock issuable upon the exercise of warrants.
|
|
|
(154)
|
Comprised of (i) 320,812 shares of common stock directly held by Mr. Londoner, (ii) 3,334,974 shares of common stock held by Endicott Management Partners, LLC, an entity for which Mr. Londoner is deemed the beneficial owner, (iii) warrants to purchase 241,470 shares of common stock, and (iv) options to purchase 250,000 shares of common stock that are currently exercisable.
|
|
|
(155)
|
Konrad Ackermann has sole voting and dispositive power over the securities held for the account of this stockholder.
|
(156)
|
Includes warrants to purchase 1,023,845 shares of common stock.
|
|
|
(157)
|
Includes (i) 330,369 shares of common stock issued upon the conversion of shares of our Series C Preferred Stock and accrued dividends thereon and (ii) 373,426 shares of common stock issuable upon the exercise of warrants.
|
|
|
(158)
|
Includes warrants to purchase 650,419 shares of common stock.
|
|
|
(159)
|
Includes warrants to purchase 37,345 shares of common stock. Mr. Steinhouse may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F Jonathan Steinhouse R/O IRA.
|
|
|
(160)
|
Includes 11,327 shares of common stock issuable upon the exercise of warrants.
|
|
|
(161)
|
Includes (i) options to purchase 175,000 shares of common stock that are currently exercisable and (ii) warrants to purchase 26,018 shares of common stock.
|
|
|
(162)
|
Includes 2,041 shares of common stock issuable upon the exercise of warrants. Gary Chmielewski may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc. C/F Dr. Gary W Chmielewski IRA.
|
|
|
(163)
|
Includes 6,250 shares of common stock issuable upon the exercise of warrants.
|
|
|
(164)
|
Includes 2,500 shares of common stock issuable upon the exercise of warrants.
|
|
|
(165)
|
Steve Schnipper, Managing Member of Stourbridge Investments LLC, has sole voting and dispositive power over the securities held for the account of this stockholder.
|
|
|
(166)
|
Includes 3,750 shares of common stock issuable upon the exercise of warrants.
|
|
|
(167)
|
Includes 3,061 shares of common stock issuable upon the exercise of warrants.
|
|
|
(168)
|
Jerome B. Zeldis is a member of our board of directors.
|
|
|
(169)
|
Includes (i) options to purchase 400,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 18, 2017, (ii) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 46,770 shares of common stock, and (iii) warrants to purchase 68,569 shares of common stock.
|
|
|
(170)
|
Includes 16,532 shares of common stock issuable upon the exercise of warrants.
|
|
|
(171)
|
Includes (i) options to purchase 400,000 shares of common stock that are currently exercisable or exercisable within 60 days of May 18, 2017, (ii) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 46,770 shares of common stock, and (iii) warrants to purchase 52,037 shares of common stock.
|
|
|
(172)
|
Alok K. Agrawal, Managing Member of ATA Investments, LLC, has sole voting and dispositive power over the securities held for the account of this stockholder.
|
|
|
(173)
|
Includes 2,050 shares of common stock issuable upon the exercise of warrants.
|
|
|
(174)
|
Includes 2,551 shares of common stock issuable upon the exercise of warrants.
|
|
|
(175)
|
Includes 2,050 shares of common stock issuable upon the exercise of warrants.
|
|
|
(176)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(177)
|
Includes 18,980 shares of common stock issuable upon the exercise of warrants.
|
|
|
(178)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
(179)
|
Includes 2,260 shares of common stock issuable upon the exercise of warrants.
|
|
|
(180)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(181)
|
Includes 5,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(182)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(183)
|
Includes 4,082 shares of common stock issuable upon the exercise of warrants.
|
|
|
(184)
|
Includes 2,050 shares of common stock issuable upon the exercise of warrants.
|
|
|
(185)
|
Includes 10,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(186)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(187)
|
Includes 2,360 shares of common stock issuable upon the exercise of warrants.
|
|
|
(188)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(189)
|
Includes 3,280 shares of common stock issuable upon the exercise of warrants.
|
|
|
(190)
|
Includes 3,600 shares of common stock issuable upon the exercise of warrants.
|
|
|
(191)
|
Includes 2,400 shares of common stock issuable upon the exercise of warrants.
|
|
|
(192)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(193)
|
Includes 2,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(194)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 4,536 shares of common stock and (ii) warrants to purchase 15,206 shares of common stock.
|
|
|
(195)
|
Includes 11,042 shares of common stock issuable upon the exercise of warrants.
|
|
|
(196)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 4,536 shares of common stock and (ii) warrants to purchase 4,164 shares of common stock.
|
|
|
(197)
|
Lemuel Baylis Carnes III, CEO of Standard Sand & Silica Co, Inc. has sole voting and dispositive power over the securities held for the account of this stockholder.
|
|
|
(198)
|
Includes 4,000 shares of common stock issuable upon the exercise of warrants.
|
|
|
(199)
|
Shaye Hirsch, director of Brio Capital Master Fund Ltd., has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
|
|
(200)
|
Includes warrants to purchase 192,526 shares of common stock.
|
|
|
(201)
|
Includes (i) 50,000 shares of common stock issued upon conversion of shares of our Series C Preferred Stock, and (ii) 62,440 shares of common stock issuable upon the exercise of warrants.
|
|
|
(202)
|
Includes warrants to purchase 130,086 shares of common stock.
|
|
|
(203)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 187,077 shares of common stock and (ii) warrants to purchase 249,764 shares of common stock.
|
(204)
|
Includes 41,628 shares of common stock issuable upon the exercise of warrants.
|
(205)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 187,077 shares of common stock and (ii) warrants to purchase 208,136 shares of common stock.
|
(206)
|
Steven Lau, manager of S7 Capital, its General Partner of Lau Family Fund LP, has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(207)
|
Includes 62,446 shares of common stock issuable upon the exercise of warrants.
|
(208)
|
Includes 10,409 shares of common stock issuable upon the exercise of warrants.
|
(209)
|
Includes warrants to purchase 52,037 shares of common stock issuable upon the exercise of warrants.
|
(210)
|
Includes (i) 46,817 shares of common stock and (ii) warrants to purchase 31,222 shares of common stock.
|
(211)
|
Includes 5,204 shares of common stock issuable upon the exercise of warrants.
|
(212)
|
Includes (i) 46,817 shares of common stock and (ii) warrants to purchase 26,018 shares of common stock.
|
(213)
|
Includes (i) 535 shares of common stock, (ii) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 93,539 shares of common stock, and (iii) warrants to purchase 124,882 shares of common stock.
|
(214)
|
Includes 20,814 shares of common stock issuable upon the exercise of warrants.
|
(215)
|
Includes (i) 535 shares of common stock, (ii) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 93,539 shares of common stock, and (iii) warrants to purchase 104,068 shares of common stock.
|
(216)
|
Includes warrants to purchase 31,222 shares of common stock.
|
(217)
|
Includes 5,204 shares of common stock issuable upon the exercise of warrants.
|
(218)
|
Includes warrants to purchase 26,018 shares of common stock.
|
(219)
|
Includes 112,398 shares of common stock issuable upon the exercise of warrants.
|
(220)
|
Includes 20,400 shares of common stock issuable upon the exercise of warrants.
|
(221)
|
Includes 91,998 shares of common stock issuable upon the exercise of warrants.
|
(222)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 32,426 shares of common stock and (ii) warrants to purchase 46,631 shares of common stock.
|
(223)
|
Includes 7,287 shares of common stock issuable upon the exercise of warrants.
|
(224)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 32,426 shares of common stock, and (iii) warrants to purchase 39,344 shares of common stock.
|
(225)
|
Includes 62,444 shares of common stock issuable upon the exercise of warrants.
|
(226)
|
Includes 10,409 shares of common stock issuable upon the exercise of warrants.
|
(227)
|
Includes warrants to purchase 52,035 shares of common stock issuable upon the exercise of warrants.
|
(228)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 93,414 shares of common stock and (ii) warrants to purchase 124,882 shares of common stock.
|
(229)
|
Includes 20,814 shares of common stock issuable upon the exercise of warrants.
|
(230)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 93,414 shares of common stock and (ii) warrants to purchase 104,068 shares of common stock.
|
(231)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 18,683 shares of common stock and (ii) warrants to purchase 24,978 shares of common stock.
|
(232)
|
Includes 4,164 shares of common stock issuable upon the exercise of warrants.
|
(233)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 18,683 shares of common stock and (ii) warrants to purchase 20,814 shares of common stock.
|
(234)
|
Michael A. Knudsen, President of Portofino Mgmt Inc., its General Partner of Portofino Ventures LP, has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(235)
|
Includes 24,978 shares of common stock issuable upon the exercise of warrants.
|
(236)
|
Includes 4,164 shares of common stock issuable upon the exercise of warrants.
|
(237)
|
Includes warrants to purchase 20,814 shares of common stock.
|
(238)
|
Includes 31,222 shares of common stock issuable upon the exercise of warrants.
|
(239)
|
Includes 5,204 shares of common stock issuable upon the exercise of warrants.
|
(240)
|
Includes 26,018 shares of common stock issuable upon the exercise of warrants.
|
(241)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 23,283 shares of common stock and (ii) warrants to purchase 31,222 shares of common stock.
|
(242)
|
Includes 5, 204 shares of common stock issuable upon the exercise of warrants.
|
(243)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 23,283 shares of common stock and (ii) warrants to purchase 26,018 shares of common stock.
|
(244)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 41,668 shares of common stock and (ii) warrants to purchase 54,117 shares of common stock. Ray Weber may also be deemed beneficial owner of shares held by Sterne Agee & Leach Inc C/F Raymond E Weber IRA
|
(245)
|
Includes 9,368 shares of common stock issuable upon the exercise of warrants.
|
(246)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 41,668 shares of common stock and (ii) warrants to purchase 44,749 shares of common stock.
|
(247)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 32,596 shares of common stock and (ii) warrants to purchase 43,708 shares of common stock.
|
(248)
|
Includes 7,285 shares of common stock issuable upon the exercise of warrants.
|
(249)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 32,596 shares of common stock and (ii) warrants to purchase 36,423 shares of common stock.
|
(250)
|
Brian Miller, manager of Fourfathom Capital LLC, has sole voting and dispositive power over the securities held for the account of this selling stockholder.
|
(251)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 93,130 shares of common stock and (ii) warrants to purchase 124,882 shares of common stock.
|
(252)
|
Includes 20,814 shares of common stock issuable upon the exercise of warrants.
|
(253)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 93,130 shares of common stock and (ii) warrants to purchase 104,068 shares of common stock.
|
(254)
|
Includes 213,989 shares of common stock issuable upon the exercise of warrants
|
(255)
|
Includes 31,221 shares of common stock issuable upon the exercise of warrants.
|
(256)
|
Includes 182,768 shares of common stock issuable upon the exercise of warrants.
|
(257)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 91,959 shares of common stock and (ii) warrants to purchase 124,882 shares of common stock.
|
(258)
|
Includes 20,814 shares of common stock issuable upon the exercise of warrants.
|
(259)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 91,959 shares of common stock and (ii) warrants to purchase 104,068 shares of common stock.
|
(260)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 45,980 shares of common stock and (ii) warrants to purchase 95,778 shares of common stock.
|
(261)
|
Includes 10,409 shares of common stock issuable upon the exercise of warrants.
|
(262)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 45,980 shares of common stock and (ii) warrants to purchase 85,369 shares of common stock.
|
(263)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 18,392 shares of common stock and (ii) warrants to purchase 24,978 shares of common stock.
|
(264)
|
Includes 4,164 shares of common stock issuable upon the exercise of warrants.
|
(265)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 18,392 shares of common stock and (ii) warrants to purchase 20,814 shares of common stock.
|
(266)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 4,536 shares of common stock and (ii) warrants to purchase 5,206 shares of common stock.
|
(267)
|
Includes 1,042 shares of common stock issuable upon the exercise of warrants.
|
(268)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 4,536 shares of common stock and (ii) warrants to purchase 4,164 shares of common stock.
|
(269)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) warrants to purchase 10,409 shares of common stock. Mr. Sommer may also be deemed beneficial owner of shares held by John L Sommer and Michelle D Sommer JT TEN
|
(270)
|
Includes 2,083 shares of common stock issuable upon the exercise of warrants.
|
(271)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) warrants to purchase 8,326 shares of common stock.
|
(272)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072shares of common stock and (ii) warrants to purchase 10,409 shares of common stock.
|
(273)
|
Includes 2,083 shares of common stock issuable upon the exercise of warrants.
|
(274)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) warrants to purchase 8,326 shares of common stock.
|
(275)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072shares of common stock and (ii) warrants to purchase 27,076 shares of common stock.
|
(276)
|
Includes shares of common stock issuable upon the exercise of warrants.
|
(277)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) warrants to purchase 24,993 shares of common stock.
|
(278)
|
Includes warrants to purchase 20,816 shares of common stock.
|
(279)
|
Includes 4,164 shares of common stock issuable upon the exercise of warrants.
|
(280)
|
Includes warrants to purchase 16,652 shares of common stock.
|
(281)
|
Includes 26,018 shares of common stock issuable upon the exercise of warrants.
|
(282)
|
Includes 5,204 shares of common stock issuable upon the exercise of warrants.
|
(283)
|
Includes 20,814 shares of common stock issuable upon the exercise of warrants.
|
(284)
|
Includes 52,035 shares of common stock issuable upon the exercise of warrants.
|
(285)
|
Includes 10,407 shares of common stock issuable upon the exercise of warrants.
|
(286)
|
Includes 41,628 shares of common stock issuable upon the exercise of warrants.
|
(287)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 90,717 shares of common stock and (ii) warrants to purchase 104,068 shares of common stock.
|
(288)
|
Includes 20,814 shares of common stock issuable upon the exercise of warrants.
|
(289)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 90,717 shares of common stock and (ii) warrants to purchase 83,254 shares of common stock.
|
(290)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) warrants to purchase 10,409 shares of common stock.
|
(291)
|
Includes 2,083 shares of common stock issuable upon the exercise of warrants.
|
(292)
|
Includes (i) shares of Series C Preferred Stock and accrued dividends thereon that are convertible into 9,072 shares of common stock and (ii) warrants to purchase 8,326 shares of common stock.
|
|
(i)
|
we fail to, or announce our intention not to, deliver common stock share certificates upon conversion of our Series C Preferred Stock prior to the seventh trading day after such shares are required to be delivered,
|
|
(ii)
|
we fail for any reason to pay in full the amount of cash due pursuant to our failure to deliver common stock share certificates upon conversion of our Series C Preferred Stock within five calendar days after notice therefor is delivered,
|
|
(iii)
|
we fail to have available a sufficient number of authorized and unreserved shares of common stock to issue upon a conversion of our Series C Preferred Stock,
|
|
(iv)
|
we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of our obligations under, the securities purchase agreement, the registration rights agreement, the certificate of designation or the warrants entered into pursuant to the private placement transaction for our Series C Preferred Stock, which failure or breach could have a material adverse effect, and such failure or breach is not cured within 30 calendar days after written notice was delivered,
|
|
(v)
|
we are party to a change of control transaction,
|
|
(vi)
|
we file for bankruptcy or a similar arrangement or are adjudicated insolvent,
|
|
(vii)
|
we are subject to a judgment, including an arbitration award against us, of greater than $100,000, and such judgment remains unvacated, unbonded or unstayed for a period of 45 calendar days,
|
|
●
|
incur additional indebtedness;
|
|
●
|
permit liens on assets;
|
|
●
|
repay, repurchase or otherwise acquire more than a de minimis number of shares of capital stock;
|
|
●
|
pay cash dividends to our stockholders; and
|
|
●
|
engage in transactions with affiliates.
|
|
●
|
prior to such time the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
|
●
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or
|
|
●
|
at or subsequent to such time, the business combination is approved by the board of directors and authorized by the affirmative vote at a stockholders’ meeting of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
|
●
|
do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
|
|
●
|
provide that special meetings of our stockholders may be called only by our board of directors, chairman, chief executive officer, president or secretary; and
|
|
●
|
provide advance notice provisions with which a stockholder who wishes to nominate a director or propose other business to be considered at a stockholder meeting must comply.
|
|
●
|
by a majority of the disinterested directors, even though less than a quorum;
|
|
●
|
by a committee of such directors designated by a majority vote of such directors, even though less than a quorum;
|
|
●
|
if there are no disinterested directors, or if such directors so direct, by independent legal counsel; or
|
|
●
|
by a majority vote of the stockholders, at a meeting at which a quorum is present.
|
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately negotiated transactions;
|
|
●
|
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
|
●
|
In transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
●
|
a combination of any such methods of sale; or
|
|
●
|
any other method permitted pursuant to applicable law.
|
•
|
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 30, 2017, as amended on April 11, 2017;
|
||
|
•
|
|
Our Quarterly Report on Form 10-Q for the three months ended March 31, 2017, filed with the Securities and Exchange Commission on May 9, 2017;
|
|
•
|
|
Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2017;
|
|
•
|
|
Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 22, 2017;
|
|
•
|
|
Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 16, 2017;
|
|
•
|
|
Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 17, 2017;
|
|
•
|
|
Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 21, 2017;
|
|
•
|
|
Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 6, 2017;
|
|
•
|
|
Our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 24, 2017; and
|
|
•
|
|
The description of our common stock contained in Form 8-A, filed with the Securities and Exchange Commission on July 20, 2015, and any amendment or report filed for the purpose of updating such description..
|
Securities and Exchange Commission Registration Fee
|
$
|
1,903.08
|
||
Accounting Fees and Expenses
|
$
|
4,000.00
|
||
Legal Fees and Expenses
|
$
|
30,000.00
|
||
Printing Expenses
|
$
|
3,000.00
|
||
Miscellaneous Fees and Expenses
|
$
|
500.00
|
||
Total
|
$
|
39,403.08
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form S-1 filed on July 22, 2013)
|
3.2
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-1 filed on July 22, 2013)
|
3.3
|
|
Certificate of Second Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.3 to the Form S-1 filed on July 22, 2013)
|
3.4
|
|
Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.5 to the Form S-1/A filed on January 21, 2014)
|
3.5
|
|
Certificate of Fourth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.6 to the Form S-1/A filed on March 28, 2014)
|
3.6
|
|
Certificate of Fifth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on August 21, 2014)
|
3.7
|
|
Certificate of Sixth Amendment to the Amended and Restated Certificate of Incorporation of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 25, 2016)
|
3.8
|
|
Bylaws of BioSig Technologies, Inc. (incorporated by reference to Exhibit 3.4 to the Form S-1 filed on July 22, 2013)
|
5.1
|
Opinion of Haynes and Boone, LLP (incorporated by reference to Exhibit 5.1 to the Form S-1/A filed on June 10, 2015)
|
|
10.1
|
|
BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form S-1 filed on July 22, 2013)
|
10.2
|
|
Form of Stock Option Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form S-1 filed on July 22, 2013)
|
10.3
|
|
Securities Purchase Agreement, dated September 19, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to the Form S-1 filed on July 22, 2013)
|
10.4
|
|
Securities Purchase Agreement, dated December 27, 2011, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.4 to the Form S-1 filed on July 22, 2013)
|
10.5
|
|
Securities Purchase Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.5 to the Form S-1 filed on July 22, 2013)
|
10.6
|
|
Registration Rights Agreement, dated February 6, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.6 to the Form S-1 filed on July 22, 2013)
|
10.7
|
|
Form of Warrant used in connection with February 6, 2013 private placement (incorporated by reference to Exhibit 10.7 to the Form S-1 filed on July 22, 2013)
|
10.8
|
|
Amendment Agreement No. 1 to Securities Purchase Agreement and Registration Rights Agreement, dated February 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.8 to the Form S-1 filed on July 22, 2013)
|
10.9
|
|
Amendment Agreement No. 2 to Securities Purchase Agreement, dated April 12, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.9 to the Form S-1 filed on July 22, 2013)
|
10.10
|
|
Amendment Agreement No. 3 to Securities Purchase Agreement and Registration Rights Agreement, dated June 25, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.10 to the Form S-1 filed on July 22, 2013)
|
10.11
|
|
Office Lease Agreement, dated August 9, 2011, by and between BioSig Technologies, Inc. and Douglas Emmett 1993, LLC (incorporated by reference to Exhibit 10.11 to the Form S-1 filed on July 22, 2013)
|
10.12
|
|
Employment Agreement, dated March 1, 2013, by and between BioSig Technologies, Inc. and Kenneth Londoner (incorporated by reference to Exhibit 10.12 to the Form S-1 filed on July 22, 2013)
|
10.13
|
|
Indemnity Agreement, dated May 2, 2013 by and between BioSig Technologies, Inc. and Seth H. Z. Fischer (incorporated by reference to Exhibit 10.14 to the Form S-1 filed on July 22, 2013)
|
10.14
|
|
Consulting Agreement, dated August 1, 2012, by and between BioSig Technologies, Inc. and Asher Holzer (incorporated by reference to Exhibit 10.15 to the Form S-1 filed on July 22, 2013)
|
10.15
|
|
Unsecured Promissory Note made by BioSig Technologies, Inc. in favor of Kenneth Londoner, dated November 21, 2012 (incorporated by reference to Exhibit 10.19 to the Form S-1/A filed on September 11, 2013)
|
10.16
|
|
Form of 8% Senior Convertible Promissory Note issued pursuant to Bridge Loan Agreement, dated July 20, 2012 (incorporated by reference to Exhibit 10.20 to the Form S-1/A filed on September 11, 2013)
|
10.17
|
|
Promissory Note made by BioSig Technologies, Inc. in favor of Kenneth Londoner, dated December 6, 2012 (incorporated by reference to Exhibit 10.21 to the Form S-1/A filed on September 11, 2013)
|
10.18
|
|
Amendment Agreement No. 4 to Securities Purchase Agreement, dated October 14, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.23 to the Form S-1/A filed on January 21, 2014)
|
10.19
|
|
Securities Purchase Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.24 to the Form S-1/A filed on January 21, 2014)
|
10.20
|
|
Registration Rights Agreement, dated December 31, 2013, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.25 to the Form S-1/A filed on January 21, 2014)
|
10.21
|
|
Form of Warrant used in connection with December 31, 2013 private placement (incorporated by reference to Exhibit 10.26 to the Form S-1/A filed on January 21, 2014)
|
10.22
|
|
Amendment No. 1 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Form S-1/A filed on March 28, 2014)
|
10.23
|
|
Amendment Agreement No. 5 to Securities Purchase Agreement, dated March 24, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.28 to the Form S-1/A filed on March 28, 2014)
|
10.24
|
|
Patent Assignment, dated March 17, 2014, by and among Budimir Drakulic, Thomas Foxall, Sina Fakhar and Branislav Vlajinic and BioSig Technologies, Inc. (incorporated by reference to Exhibit 10.29 to the Form S-1/A filed on May 1, 2014)
|
10.25
|
|
Securities Purchase Agreement, dated April 4, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.30 to the Form S-1/A filed on May 1, 2014)
|
10.26
|
|
Registration Rights Agreement, dated April 4, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.31 to the Form S-1/A filed on May 1, 2014)
|
10.27
|
|
Form of Warrant used in connection with April 4, 2014 private placement (incorporated by reference to Exhibit 10.32 to the Form S-1/A filed on May 1, 2014)
|
10.28
|
|
Consulting Agreement, dated December 10, 2010, by and between BioSig Technologies, Inc. and Jonathan Steinhouse (incorporated by reference to Exhibit 10.33 to the Form S-1/A filed on May 22, 2014)
|
10.29
|
|
Executive Employment Agreement, dated July 15, 2014, by and between BioSig Technologies, Inc. and Gregory Cash (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 21, 2014)
|
10.30
|
|
Incentive Stock Option Agreement, dated July 15, 2014, by and between BioSig Technologies, Inc. and Gregory Cash (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 21, 2014)
|
10.31
|
|
Securities Purchase Agreement, dated as of August 15, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 21, 2014)
|
10.32
|
|
Registration Rights Agreement, dated as of August 15, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on August 21, 2014)
|
10.33
|
|
Form of Warrant used in connection with August 15, 2014 private placement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 21, 2014)
|
10.34
|
|
Letter Agreement and Release, dated as of September 1, 2014, by and between BioSig Technologies, Inc. and Asher Holzer, Ph.D (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 5, 2014)
|
10.35
|
|
Form of Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on September 5, 2014)
|
10.36
|
|
Settlement and Mutual Release Agreement, dated November 3, 2014, by and between BioSig Technologies, Inc. and David Drachman (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 5, 2014)
|
10.37
|
|
Composite of Unit Purchase Agreement, dated December 19, 2014, as amended by Supplement No. 1, dated December 17, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 20, 2015)
|
10.38
|
|
Registration Rights Agreement, dated December 19, 2014, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.38 to the Form 10-K filed on February 20, 2015)
|
10.39
|
|
Form of “A” Warrant used in connection with December 19, 2014 private placement (incorporated by reference to Exhibit 10.39 to the Form 10-K filed on February 20, 2015)
|
10.40
|
|
Form of “B” Warrant used in connection with December 19, 2014 private placement (incorporated by reference to Exhibit 10.40 to the Form 10-K filed on February 20, 2015)
|
10.41
|
|
Amendment No. 2 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the Form S-8 filed on April 17, 2015)
|
10.42
|
|
Amendment No. 3 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.41 to the Form S-1 filed on May 20, 2015)
|
10.43
|
|
Securities Purchase Agreement, dated as of May 11, 2015, by and between BioSig Technologies, Inc. and Alpha Capital Anstalt (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 15, 2015)
|
10.44
|
|
Securities Purchase Agreement, dated as of May 11, 2015, by and between BioSig Technologies, Inc. and Brio Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on May 15, 2015)
|
10.45
|
|
Amendment Agreement No. 6 to Securities Purchase Agreement, dated July 30, 2014, by and between BioSig Technologies, Inc. and certain purchasers (incorporated by reference to Exhibit 10.44 to the Form S-1/A filed on June 10, 2015
|
10.46
|
|
Amendment No. 4 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form 8-K filed on May 29, 2015)
|
10.47
|
|
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 29, 2015)
|
10.48
|
|
Unit Purchase Agreement, dated October 23, 2015, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 29, 2015)
|
10.49
|
|
Form of Warrant used in connection with October 23, 2015 private placement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on Form 8-K on October 29, 2015)
|
10.50
|
|
Registration Rights Agreement, dated October 23, 2015, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to Exhibit 10.04 to the Form 8-K filed on October 29, 2015)
|
10.54
|
|
Form of Subscription Agreement (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
10.55
|
|
Unit Purchase Agreement, dated October 28, 2016, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
10.56
|
|
Form of Warrant used in connection with October 28, 2016 private placement (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
10.57
|
|
Registration Rights Agreement, dated October 28, 2016, by and between BioSig Technologies, Inc. and certain purchasers set forth therein (incorporated by reference to the Item 1.01 – Entry Into a Material Definitive Agreement to the Form 8-K filed on November 3, 2016)
|
10.58
|
|
Amendment No. 5 to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 25, 2016)
|
23.1
|
|
|
23.2
|
|
Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
|
24.1
|
|
Power of Attorney (incorporated by reference on signature page to the Form S-1 filed on May 20, 2015)
|
|
BIOSIG TECHNOLOGIES, INC.
|
|
|
|
|
|
By:
|
/s/ Kenneth L. Londoner
|
|
|
Name: Kenneth L. Londoner
|
|
|
Title: Executive Chairman
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kenneth L. Londoner
|
|
Executive Chairman and Director
|
|
May 26, 2017
|
Kenneth L. Londoner
|
|
|
|
|
|
|
|
|
|
*
|
|
President and Chief Executive Officer, Director
|
|
May 26, 2017
|
Gregory D. Cash
|
|
|
|
|
|
|
|
|
|
*
|
|
Chief Financial Officer
|
|
May 26, 2017
|
Steve Chaussy
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 26, 2017
|
Donald E. Foley
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 26, 2017
|
Roy T. Tanaka
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 26, 2017
|
Patrick J. Gallagher
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
May 26, 2017
|
Seth H.Z. Fischer
|
|
|
|
|
*
|
|
Director
|
|
May 26, 2017
|
Jeffrey F. O’Donnell, Sr.
|
|
|
|
|
*
|
|
Director
|
|
May 26, 2017
|
Jerome B. Zeldis
|
|
|
|
|
*
|
|
Director
|
|
May 26, 2017
|
David Weild IV
|
|
|
|
|