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Convertible Notes Payable
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
Note 10. Convertible Notes Payable

During the three months ended June 30, 2011, the Company issued promissory notes to certain investors resulting in gross proceeds to the Company of $105,000 (the “Notes”). The Notes accrued interest at the rate of 3% annually, and were due and payable on or before November 19, 2011. On November 19, 2011 these Notes were cancelled and reissued in the original principal amount plus $1,373 of accrued interest, under the terms of the Notes described below. Concurrently with this debt financing commitment, the lender agreed to surrender and cancel 2,069,000 warrants held by it, and in consideration therefore the Company issued the lender 2,069,000 shares of common stock valued at $62,070.

 

In May 2012, in consideration for the extension of the Notes due and payable on March 31, 2012 to June 30, 2012, the Company agreed to assign a total of 113,127 $0.50 FPMI Warrants to the holders of the Notes. In August 2012, in consideration for the extension of the Maturity Date of the Notes maturing on June 30, 2012 to November 15, 2012, the Company agreed to assign a total of $0.50 155,877 FPMI Warrants to the holders of the Notes. As a result, and together with the assignment of 8,496 $0.50 FPMI Warrants in connection with the issuance of the $10K Note described below, a total of 269,004 $0.50 FPMI Warrants have been assigned to holders of Notes.

 

Between August 2012 and April 2013, the Company issued promissory notes to two investors in the principal amounts of $10,000 (the “$10K Note”), $25,000 (the “$25K Note”), $15,000 (the “$15K Note”), $20,000 (the “$20K Note”) and $16,000 (the "$16K Note") (together, the “Notes”). As additional consideration for the purchase of the Notes, the Company issued: (i) 200,000 shares of its common stock, par value $0.001 per share (“Common Stock”) to the purchaser of the $25K Note and the $15K Note, (ii) 8,496 $0.50 FPMI Warrants, defined below, to the purchaser of the $10K Note, and (iii) 36,000 warrants to purchase shares of FluoroPharma Medical, Inc. (“FPMI”) common stock, for $1.00 per share (“$1.00 FPMI Warrants”), to the purchaser of the $20K Note and the $16K Note. The $1.00 FPMI Warrants expire on February 15, 2019.

The Notes accrue interest at the rate of 6% annually. The $10K Note and the $25K Note are currently due and payable on demand, while the $15K Note, the $20K Note and the $16K Note are due and payable on June 30, 2013 (the “Maturity Date”). The Notes are convertible at the option of each respective holder into shares of Common Stock at a conversion price equal to $0.10 per share. In addition, the holders may exchange the Notes for Common Stock in the event the Company consummates a qualified financing (the “Qualified Financing”), which is defined in the Notes as a financing resulting in gross proceeds to the Company of at least $500,000. While the Company intends to pay the Notes using proceeds from a Qualified Financing, such Qualified Financing may not occur prior to the date the holders of the $10K Note and $25K Note demand repayment, or the Maturity Date of the $15K Note, the $20K Note or the $16K Note.

 

In connection with the issuance of all Notes, the Company has recorded debt discount and expenses of the beneficial conversion feature of $106,261 and $28,998, respectively. The Company will amortize these expenses over the life of the Notes. During the year ended December 31, 2012, the Company recorded interest expense related to the debt discount of $81,945 and $25,722 related to the beneficial conversion feature. During the year ended December 31, 2011, the Company recorded interest expense related to the debt discount of $21,905 and $3,777 related to the beneficial conversion feature.