XML 22 R11.htm IDEA: XBRL DOCUMENT v3.3.1.900
5. NOTES PAYABLE
12 Months Ended
Dec. 31, 2015
NotePayableAbstract  
NOTES PAYABLE

Convertible Notes Payable – Related Parties

 

Funds are advanced to the Company from various related parties. Other shareholders fund the Company as necessary to meet working capital requirements and expenses.

 

The following is a summary of outstanding convertible notes due to related parties, including accrued interest separately recorded, as of December 31, 2015:

 

Related party Nature of relationship Terms of the agreement   Principal amount     Accrued Interest  

S. Oden Howell Revocable

Trust (“HRT”)

Mr. S. Oden Howell, Jr. became a member of the Board of Directors in June of 2015 The note is unsecured, bears interest at 10% per annum, matures June 18, 2018 and is convertible into shares of the Company’s Series C Convertible Preferred Stock at a conversion price of $70.00 per share at any time prior to maturity.   $ 600,000     $ 32,877  
                     

James W. Stuckert Revocable

Trust (“SRT)

Mr. James Stuckert became a member of the Board of Directors in September of 2015 The note is unsecured, bears interest at 10% per annum, matures June 18, 2018 and is convertible into shares of the Company’s Series C Convertible Preferred Stock at a conversion price of $70.00 per share at any time prior to maturity.     600,000       32,877  
Total       $ 1,200,000     $ 65,754  

 

The following is a summary of outstanding convertible notes due to related parties, including accrued interest separately recorded, as of December 31, 2014:

 

Related party Nature of relationship Terms of the agreement   Principal Amount     Accrued Interest  

Brookhaven Medical, Inc. (“BMI”) Convertible

Note #1

Former Director of the Company is CEO of BMI Note in the principal amount of $1,000,000 which accrues interest at 8% per annum.  The note is due June 15, 2015.  The note may be converted, at the option of BMI, into shares of the Company’s Series C Preferred Stock at a conversion price of $70.00 per share.  Secured by assets of the Company.   $ 1,000,000     $ 16,877  
                     

Brookhaven Medical, Inc. (“BMI”) Convertible

Note #2

Former Director of the Company is CEO of BMI Note payable which accrues interest at 8% per annum and allows the Company to drawdown, as needed, an aggregate of $2,000,000, subject to an agreed upon schedule.  The note is due June 15, 2015.  The note may be converted, at the option of BMI, into shares of the Company’s Series C Preferred Stock at a conversion price of $70.00 per share.  Secured by assets of the Company.     200,000       3,375  
                     
  Total     $ 1,200,000     $ 20,252  

 

On June 15, 2015 the Company used proceeds from the above mentioned notes (with The James W. Stuckert Revocable Trust (“SRT) and The S. Oden Howell Revocable Trust (“HRT”) ) to pay off the negotiated outstanding unpaid principal to $1,100,000, accrued but unpaid interest and recognized $100,000 forgiveness of related party convertible debt under the Senior Secured Convertible Promissory Note issued to Brookhaven Medical, Inc. pursuant to a loan agreement dated October 11, 2013. The gain was accounted for as a capital transaction in 2015.

 

Notes Payable

 

The following is a summary of amounts due to unrelated parties, including accrued interest separately recorded, as of December 31, 2015:

 

 

Note Payable Terms of the agreement   Principal Amount     Discount     Principal Net of Discount     Accrued Interest  
March 4, 2011 Note Payable $223,500 note payable; (i) interest accrues at 13% per annum; (ii) maturity date of September 4, 2011; (iii) $20,000 fee due at maturity date with a $1,000 per day fee for each day the principal and interest is late.  This note is currently the subject of litigation  (see Note 12 "Legal Proceedings”)   $ 223,500       -     $ 223,500     $ 117,915  
                                   
Third Quarter 2012 Secured Subordinated Promissory Notes Seventeen notes in the original aggregate principal amount of $1,055,000; (i) 5% interest due on maturity date; (ii) maturity date of October 12, 2012; (iii) after the maturity date interest shall accrue at 18% per annum and the company shall pay to the note holders on a pro rata basis, an amount equal to twenty percent of the sales proceeds received by the Company and its subsidiary, WCI, from the sale of surgical powders, until such time as the note amounts have been paid in full.  As of March 31, 2015 three of these notes remain due.     110,000       -       110,000       67,558  
                                   
September 28, 2012 Promissory Note $51,300 note payable (i) interest accrues at 10% per annum; (ii) original maturity date of December 31, 2012; (iii) default interest rate of 15% per annum.  As of March 31, 2014 $11,300 of this note remains due.     11,300       -       11,300       14.748  
                                   
Quest Capital Investors, LLC Furniture purchase agreement in the original amount of $11,700 with $300 payments due each month. Secured by fixed assets of the Company.     3,900       -       3,900       -  

May 28, 2015 Promissory Note

 

$96,000 note payable (i) interest accrues at 10% per annum; (II) original maturity date of May 28, 2016:     96,000       -       96,000       2,420  
June 26, 2015 Convertible Promissory Note Note payable which accrues interest at 5% per annum.  The note is due September 26, 2016.  The note may be converted, into common shares of the Company at the option of the Company at a rate equal to 90% of the volume weighted average price of the company’s common stock for the 5 trading days preceding the date of conversion.     170,000       -       170,000       4,674  
                                   
Total     $ 614,700       -     $ 614,700     $ 207,315  

 

On June 26, 2015, the Company entered into an Exchange Agreement with Tonaquint, Inc., a Utah corporation (“Tonaquint”), under which Tonaquint was issued a convertible promissory note (the “Note”) in exchange for the surrender of common stock warrants originally issued by the Company to Tonaquint pursuant to a Securities Purchase Agreement dated June 21, 2011. The Note is in the original principal amount of $200,000, carries a 5% rate of interest, and matures on September 26, 2016. The Note provides for an initial cash installment payment of $10,000, with subsequent monthly cash installment payments beginning in December of 2015. Each such monthly installment payment may be made, at the Company's option, in shares of common stock. Subject to certain conditions, the number of shares issuable in lieu of cash installment payments is determined based on a conversion price equal to 90% of the five-day volume weighted average trading price of the Company's common stock. The surrendered warrants were accounted for as derivatives with a fair value of $1,693 on the date of the exchange. This resulted in a loss on the issuance of debt for warrants of $198,307 during the year ended December 31, 2015. The Company paid a total of $30,000 in cash under this note during the year ended December 31, 2015.

 

During the year ended December 31, 2015, the Company paid a total of $3,600 to Quest Capital as part of the furniture purchase agreement in the original amount of $11,700.

 

During the year ended December 31, 2015, the Company paid a total of $40,620 towards the MAH Holding note described below (MAH Holding is controlled by a former major stockholder of the Company).

 

The following is a summary of amounts due to unrelated parties, including accrued interest separately recorded, as of December 31, 2014:

 

 

Note Payable Terms of the agreement   Principal Amount     Discount     Principal Net of Discount     Accrued Interest  
March 4, 2011 Note Payable $223,500 note payable; (i) interest accrues at 13% per annum; (ii) maturity date of September 4, 2011; (iii) $20,000 fee due at maturity date with a $1,000 per day fee for each day the principal and interest is late.  This note is currently the subject of litigation  (see Note 12 "Legal Proceedings”)   $ 223,500       -     $ 223,500     $ 88,456  
                                   

 

MAH Holding, LLC

 

 

Unsecured note with interest accrued at 10% per annum, due on demand. This note is currently the subject of litigation  (see Note 12 "Legal Proceedings”)

    40,620       -        40,620        14,861  
                                   
Third Quarter 2012 Secured Subordinated Promissory Notes Seventeen notes in the original aggregate principal amount of $1,055,000; (i) 5% interest due on maturity date; (ii) maturity date of October 12, 2012; (iii) after the maturity date interest shall accrue at 18% per annum and the company shall pay to the note holders on a pro rata basis, an amount equal to twenty percent of the sales proceeds received by the Company and its subsidiary, WCI, from the sale of surgical powders, until such time as the note amounts have been paid in full.  As of March 31, 2014 three of these notes remain due, of which two are with unrelated parties in the aggregate principal amount of $110,000.     110,000       -       110,000       47,483  
                                   
September 28, 2012 Promissory Note $51,300 note payable (i) interest accrues at 10% per annum; (ii) maturity date of December 31, 2012; (iii) default interest rate of 15% per annum.  As of March 31, 2014 $11,300 of this note is was past due.     11,300       -       11,300       10,379  
                                   
Quest Capital Investors, LLC Furniture purchase agreement in the original amount of $11,700 with $300 payments due each month. Secured by fixed assets of the Company.     7,500       -       7,500       -  
                                   
Total     $ 392,920       -     $ 392,920     $ 161,179  

 

In January of 2014, the Company paid $20,000 in principal on the September 28, 2012 Promissory Note in the original amount of $51,300 and the final $5,000 in principal and $5,000 in accrued interest due on the Second Quarter 2012 Convertible Note in the original amount of $25,000.

 

In January of 2014, the Company converted $90,000 of principal and $3,728 of accrued interest payable related to the two July 16, 2013 promissory notes into 1,087,762 shares of common stock.

 

In March of 2014, the Company paid the final $39,900 in principal and $1,995 in accrued interest due on the May 30, 2012 Convertible note.

 

During the year ended December 31, 2014, the Company paid a total of $3,600 to Quest Capital as part of the furniture purchase agreement in the original amount of $11,700.

 

During the year ended December 31, 2014, aggregate amortization of debt discounts and deferred financing costs was $140,837 and $1,032, respectively.