Bioheart, Inc. Bridge Financing Promissory Note and Stock Purchase Agreement with Investor

Contract Categories: Business Finance › Note Agreements
Summary

Bioheart, Inc. has entered into a bridge financing agreement with an investor, issuing a $200,000 promissory note at a 10% interest rate and 200,000 shares of common stock for a purchase price of $190,000. The note can be prepaid by Bioheart at any time and is due in 12 months or upon completion of a $3 million financing. The investor may convert the note into common stock at a discount, and the note is subordinated to existing BlueCrest debt. A 5% placement fee is payable to Meyers Associates, LP.

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EX-10.1 2 g17685exv10w1.htm EX-10.1 EX-10.1
         
Exhibit 10.1
January 21, 2009
Bridge Financing:
Bioheart, Inc
         
Type of Offering:
  •   $200,000 principal amount of 10% Promissory Note; 200,000 shares of common stock.
 
        
Purchase Price:
  •   $190,000 principal (95% of the face amount) representing an original issue discount of 5%
 
        
Prepayment:
  •   The Note may be repaid at any time, at the option of the Company for the full the principal amount of the Notes plus accrued and unpaid interest.
 
        
Due Date:
  •   The earlier of the twelve (12) months or the completion of a $3 million in financing pursuant to fulfilling Blue Crest obligation.
 
        
Registration Rights:
  •   Same as for the offering.
 
        
Default Provisions:
  •   The Note will be subject to appropriate provisions setting forth the events of default including, but not limited to, a default by the Company, and other appropriate default provisions
 
        
Other Features:
  •   The holder of the Notes can convert these Notes into the Company’s common stock at a 22 1/2 % discount to the five (5) day trading average of the closing bid price.
 
        
 
  •   The $200,000 of promissory notes proposed in this bridge financing will be subordinated to the existing BlueCrest debt.
 
        
Documentation:
  •   The Company will provide the investors with the complete set of documents for this bridge financing.
 
        
Fees:
  •   A 5% cash placement fee on the gross proceeds payable to Meyers Associates, LP.
                     
Accepted:                
Bioheart, Inc       Investor:    
 
                    
By:
          By:        
 
                   
 
  Howard J Leonhardt
Chief Executive Officer 		          Bruce Meyers