Notes Payable | 4. Notes Payable Convertible Notes Payable On April 1, 2021, May 3, 2021, May 10, 2021 and June 30, 2021, the Company closed on financings, pursuant to which, four convertible notes were issued to three separate investors, due in each case, one year from the effective date (which for the first, second and fourth closings was March 31, 2021, April 30, 2021 and June 29, 2021, respectively), with maturity amounts of $ 112,500 , $ 150,000, $ 150,000 and $ 115,000 , respectively. In addition, the noteholders received as consideration, warrants to purchase 2,400,000 , 3,200,000, 3,200,000 and 2,453,333 shares of common stock, respectively, each exercisable at $ 0.02 per share for five years. The Company received net proceeds of $ 96,750 , $ 123,400, $ 123,400 and $ 100,000 respectively, for an aggregate of $ 443,550 . The difference between the maturity amounts and the net proceeds were due to original issue discounts, investor legal fees and in two cases, broker fees. The four notes are convertible at a fixed price of $ 0.02 per share and bear interest at 10% per year which interest is guaranteed regardless of prepayment. The Company has the right to prepay the notes during the first six months subject to prepayment premiums that range from 0% to 15% ( 100% to 115% of the maturity amount plus accrued interest and any default interest and similar costs). The Company periodically issues convertible notes with similar characteristics. As described in the table below, during the six-months ended June 30, 2021, there were eight such notes outstanding (including the convertible notes described in the paragraph above), two of which were satisfied in full by conversion of both principal and interest and one of which was satisfied in part, principal only, during that period. These notes all have or had a fixed conversion price of $ 0.02 per share of common stock, subject to adjustment in certain circumstances. All notes but one had an annual interest rate of 10% which was guaranteed in full. One note had an annual interest rate of 8% . The convertible notes had an original issue discount (“OID”), debt issuance costs (“DIC”) that were capitalized by the Company, a warrant (“WT”) or commitment shares (“CS”) and in two cases a beneficial conversion feature (“BCF”). The OID, CN, WTs, CSs and BCF allocated values are amortized over the life of the notes to interest expense. All notes mature or matured nine to fifteen months from their issuance date. All notes were prepayable by the Company during the first six months, subject to prepayment premiums that range from 100% to 115% of the maturity amount plus accrued interest. If not earlier paid, the notes were convertible by the holder into the Company’s common stock. Two of the notes were paid before maturity. The table below summarizes the convertible notes with similar characteristics outstanding as of June 30, 2021 and the repayments by conversion during the six-months ended June 30, 2021: Schedule of Convertible Notes Outstanding Inception Date Maturity date Original Principal Amount Interest rate Original aggregate DIC, OID, Wts, CS and BCF Cumulative amortization of DIC, OID, Wts, CS and BCF Accrued coupon interest Repayment Balance sheet July 2, 2020 April 2, 2021 $ 137,500 10.00 % $ (44,423 ) $ 44,423 $ 6,875 $ (144,375 ) $ - July 28, 2020 July 28, 2021 $ 40,000 8.00 % $ — $ — $ 2,368 $ (25,000 ) $ 17,368 July 30, 2020 October 30, 2021 $ 75,000 10.00 % $ (27,778 ) $ 27,778 $ 4,136 $ (79,136 ) $ - February 17, 2021 November 17, 2021 $ 112,000 10.00 % $ (112,000 ) $ 16,531 $ 5,386 $ - $ 59,251 April 1, 2021 March 31, 2022 $ 112,500 10.00 % $ (112,500 ) $ 28,048 $ 2,805 $ - $ 30,853 May 3, 2021 April 30, 2022 $ 150,000 10.00 % $ (150,000 ) $ 25,068 $ 2,507 $ - $ 27,575 May 10, 2021 May 10, 2022 $ 150,000 10.00 % $ (150,000 ) $ 20,959 $ 2,096 $ - $ 23,055 June 30, 2021 June 29, 2022 $ 115,000 10.00 % $ (115,000 ) $ 315 $ 32 $ - $ 347 Total $ 892,000 $ (711,701 ) $ 163,122 $ 26,205 $ (248,511 ) $ 158,449 In addition to what appears in the table above, there is outstanding accrued interest of $ 2,747 On July 27, 2021, the maturity date of the note scheduled to mature on July 28, 2021 December 1, 2021 5,000 40,000 45,000 15,000 20,000 In addition to the convertible notes with similar characteristics described above, on December 31, 2018 and January 2, 2019, the Company issued convertible notes to a single investor totaling $ 35,000 of maturity amount with accrued interest of $ 9,321 as of June 30, 2021. The number of shares of common stock (or preferred stock) into which these notes may convert is not determinable. The warrants to purchase 19,000 shares of common stock issued in connection with the sale of these notes and other convertible notes issued December 2018 and March 2019 are exercisable at a fixed price of $ 15.00 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events and expire on December 30, 2023 . Other convertible notes were also sold to investors in 2014 and 2015 (“Original Convertible Notes”), which aggregated a total of $ 579,500 , and had a fixed interest rate of 10% per annum. The Original Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants to purchase shares of common stock issued in connection with the sale of the Original Convertible Notes have either been exchanged as part of note and warrant exchange agreements executed in April and May of 2016 or expired on September 15, 2016 . The remaining outstanding Original Convertible Notes (including those for which default notices have been received) consist of the following at June 30, 2021 and December 31, 2020: Schedule of Convertible Notes Payable June 30, 2021 December 31, 2020 Principal amount of notes payable $ 75,000 $ 75,000 Accrued interest payable 71,256 64,357 Foreign currency transaction adjustment Total note payable $ 146,256 $ 139,357 As of June 30, 2021, principal and accrued interest on the Original Convertible Note that is subject to a default notice accrues annual interest at 12% 10% 51,111 26,111 48,700 23,700 As of June 30, 2021 all of the outstanding Original Convertible Notes, inclusive of accrued interest, were convertible into an aggregate of 1,286 Note Payable to SY Corporation Co., Ltd. On June 25, 2012, the Company borrowed 465,000,000 400,000 12% June 25, 2013 The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, dating back to January, August and September 2007, including composition of matter patents for certain of the Company’s high impact ampakine compounds and the low impact ampakine compounds CX2007 and CX2076, and other related compounds that the Company is no longer developing and where patent rights date back to January, August and September 2007. The security interest does not extend to the Company’s patents for its low impact ampakine compounds, such as CX717, CX1739 and CX1942 or certain related method of use patents. The note payable to SY Corporation consists of the following at June 30, 2021 and December 31, 2020: Schedule of Convertible Notes Payable June 30, 2021 December 31, 2020 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 435,174 411,384 Foreign currency transaction adjustment 21,138 53,393 Total note payable $ 856,086 $ 864,551 Interest expense with respect to this promissory note was $ 23,789 and $ 23,921 for the six-months ended June 30, 2021 and 2020, respectively, and $ 11,960 for the three-months ended June 30, 2021 and 2020. Notes Payable to Officers and Former Officers The following amounts were charged to interest expense with respect to notes payable to Dr. Arnold S. Lippa: $ 3,062 2,817 the three-months ended June 30, 2021 and 2020, respectively, and $ 6,097 5,633 The following amounts were charged to interest expense with respect to notes payable to Dr. James S. Manuso: $ 4,651 4,228 9,252 8,439 As of September 30, 2018, Dr. James S. Manuso resigned as executive officer in all capacities and as a member of the board of directors of RespireRx (the “Board of Directors”). Other Short-Term Notes Payable Other short-term notes payable at June 30, 2021 and December 31, 2020 consisted of premium financing agreements with respect to various insurance policies. At June 30, 2021, a premium financing agreement was payable in the initial amount of $ 81,672 (after payment of a deposit of $ 20,347 ), with interest at 11% per annum, in eight monthly installments of $ 10,635 . In addition, there is $ 9,238 of short-term financing of office and clinical trials insurance premiums. At June 30, 2021 and December 31, 2020, the aggregate amount of the short-term notes payable was $ 71,060 and $ 4,608 respectively. |