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Convertible Notes Payable
12 Months Ended
Dec. 31, 2013
Convertible Notes Payable  
Note 9. Convertible Notes Payable

In May 2012, in consideration for the extension of certain promissory notes (the “2012 Notes”) due and payable on March 31, 2012 to June 30, 2012, the Company agreed to assign to the holders of the 2012 Notes warrants to purchase a total of 113,127 shares of FPMI common stock for $0.50 per share (the “$0.50 FPMI Warrants”).  In August 2012, in consideration for the extension of the maturity date of the 2012 Notes maturing on June 30, 2012 to November 15, 2012, the Company agreed to assign a total of 155,877 $0.50 FPMI Warrants to the holders of the 2012 Notes.  As a result, a total of 260,508 $0.50 FPMI Warrants have been assigned to holders of 2012 Notes.

 

Between August 2012 and May 2013, the Company issued promissory notes to two investors in the principal amounts of $10,000 (the “$10K Note”), $25,000 (the “2012 $25K Note”), $15,000 (the “$15K Note”), $20,000 (the “$20K Note”), $17,000 (the "$17K Note"), $2,000 (the “$2K Note”) and $25,000 (the “2013 $25K 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, to the purchaser of the $25K Note and the $15K Note, (ii) ,496 $0.50 FPMI Warrants to the purchaser of the $10K Note, and (iii) 64,000 warrants to purchase shares of FluoroPharma Medical, Inc. (“FPMI”) Common Stock, for $1.00 per share (“$1.00 FPMI Warrants”), to the purchasers of the $20K Note, $17K Note, $2K Note and the 2013 $25K Note. The $1.00 FPMI Warrants expire on February 15, 2019.

 

The Notes accrue interest at the rate of 6% annually, and are currently due and payable on demand. 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 Notes demand repayment.

 

On October 29, 2013, the holder of certain outstanding Notes totaling approximately $217,000 in principal and accrued interest agreed to cancel such notes in exchange for a new note with a face amount of $217,000, maturing on June 30, 2014, and 100,000 $1.00 FPMI Warrants.

  

Separately, our financial advisor, agreed to exchange $216,000 of fees accrued from May 15, 2011 to October 15, 2012 that are payable in cash on December 31, 2013 for a note in the face amount of $250,000 maturing on June 30, 2014 and 100,000 FPMI warrants.  These notes accrue 8% interest per annum, and are due and payable on June 30, 2014. Additionally, we entered into a new financial advisory agreement on October 29, 2013, which replaced the previous agreement that expired on October 15, 2012.  Pursuant to this Agreement, we agreed to pay a retainer in the amount of $100,000 and $15,000 per month beginning on November 29, 2013. The initial term of the Agreement expires on December 31, 2014. The advisor agreed to defer the cash fees due under the new Agreement until June 30, 2014.

 

 In connection with the issuance of all Notes and Exchange Notes, the Company has recorded debt discount and expenses of the beneficial conversion feature of $193,206 and $28,999, respectively.  The Company will amortize these expenses over the life of the Notes and Exchange Notes.  During the year ended December 31, 2013, the Company recorded interest expense related to the amortization of debt discount of $41,433 and no amounts related to the beneficial conversion feature.  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.