Quarterly report pursuant to sections 13 or 15(d)

NOTES PAYABLE TO SIGNIFICANT STOCKHOLDERS

v2.4.0.6
NOTES PAYABLE TO SIGNIFICANT STOCKHOLDERS
3 Months Ended
Mar. 31, 2012
Notes to Financial Statements  
NOTES PAYABLE TO SIGNIFICANT STOCKHOLDERS

 

3. NOTES PAYABLE TO SIGNIFICANT STOCKHOLDERS

 

The Company had issued senior secured convertible promissory notes to significant stockholders pursuant to the terms of Note Purchase Agreements.  The outstanding principal and interest under the notes were due and payable upon the earliest to occur of:  (i) March 31, 2012 (as amended); (ii) the date on which the Company consummates a preferred stock financing in which the gross proceeds to the Company total at least $10,000,000 (“Qualified Financing” as defined in the Notes); and (iii) the occurrence of an Event of Default (as defined in the Notes), the first of these three events to occur was referred to as the “Maturity Date”.  Interest accrued on the outstanding principal at the stated rate and was payable on the Maturity Date.

 

If all or any of the principal and accrued interest thereon remained outstanding prior to the date of a Qualified Financing, those amounts would automatically convert into shares of the Company’s preferred stock at the lower of (a) the price per share paid by investors in the Qualified Financing or (b) the stated Conversion Price.

 

Principal of $200,000 plus accrued interest of $3,255 was repaid in January 2012 on the December 2011 notes.  Principal of $250,000 plus accrued interest of $12,740 from the August 2011 notes was converted into 27,369 shares of common stock by the noteholders in the 2012 Financing.