CervoMed Inc. - 10-K filing on 2012-05-21

22. Subsequent Events	12 Months Ended
Dec. 31, 2011
Subsequent Events [Text Block]	22. Subsequent Events On January 25, 2012, SMDI issued a promissory note in the principal amount of $1,000,000. This note bears interest at 0.19% with principal and interest due on the earlier to occur 120 days from the date of the note or the receipt by the Company of net proceeds of $1,000,000 from a private placement of the Company’s securities. In consideration of this loan to the Company, the Company issued a five year option to Mr. Blech to purchase from the Company 82,784,000 shares of the Common Stock of ProElite, Inc. (“PEI”) owned by the Company at $0.05 per share. The option shares represent approximately 4.99% of the outstanding shares of PEI after giving effect to the conversion of PEI’s Series A Convertible Preferred Stock owned by the Company, but before the anticipated 1:25 reverse split of the Common Stock of PEI. On April 4, 2012, SMDI issued a promissory note in the principal amount of $249,999. This note bears interest at an annual rate of 10% with principal and interest due on October 4, 2012. Until the note is paid, the holder has the right to convert some or all of the principal balance of the note into the shares of the Company’s common stock at $0.30 per share. In consideration of the loan to the Company, the Company issued a five-year option to purchase 833,330 shares of the Company’s common stock at $0.40 per share and a five-year option to purchase from the Company 12,500,000 shares of the Common Stock of ProElite, Inc. (“PEI”) owned by the Company at an exercise price of $0.02 per share. The option shares represent approximately 4.99% of the outstanding shares of PEI after giving effect to the conversion of PEI’s Series A Convertible Preferred Stock owned by the Company, but before the anticipated 1:25 reverse split of the Common Stock of PEI. All of the underlying shares related to this note carry “piggyback” registration rights. On May 11, 2012, SMDI issued three promissory notes in the aggregate principal amount of $350,000. These notes bear interest at an annual rate of 10% with principal and interest due on the earlier of November 11, 2012, or the receipt by the Company of $2,000,000 or more of gross proceeds from the sale of equity securities. These notes are secured by the assets of the Company on a pari passu basis with the holders of the Company’s Series E Preferred Stock.

22. Subsequent Events

12 Months Ended

Dec. 31, 2011

22. Subsequent Events

On January 25, 2012, SMDI issued a promissory note in the principal amount of $1,000,000. This note bears interest at 0.19% with principal and interest due on the earlier to occur 120 days from the date of the note or the receipt by the Company of net proceeds of $1,000,000 from a private placement of the Company’s securities. In consideration of this loan to the Company, the Company issued a five year option to Mr. Blech to purchase from the Company 82,784,000 shares of the Common Stock of ProElite, Inc. (“PEI”) owned by the Company at $0.05 per share. The option shares represent approximately 4.99% of the outstanding shares of PEI after giving effect to the conversion of PEI’s Series A Convertible Preferred Stock owned by the Company, but before the anticipated 1:25 reverse split of the Common Stock of PEI.

On April 4, 2012, SMDI issued a promissory note in the principal amount of $249,999. This note bears interest at an annual rate of 10% with principal and interest due on October 4, 2012. Until the note is paid, the holder has the right to convert some or all of the principal balance of the note into the shares of the Company’s common stock at $0.30 per share. In consideration of the loan to the Company, the Company issued a five-year option to purchase 833,330 shares of the Company’s common stock at $0.40 per share and a five-year option to purchase from the Company 12,500,000 shares of the Common Stock of ProElite, Inc. (“PEI”) owned by the Company at an exercise price of $0.02 per share. The option shares represent approximately 4.99% of the outstanding shares of PEI after giving effect to the conversion of PEI’s Series A Convertible Preferred Stock owned by the Company, but before the anticipated 1:25 reverse split of the Common Stock of PEI. All of the underlying shares related to this note carry “piggyback” registration rights.

On May 11, 2012, SMDI issued three promissory notes in the aggregate principal amount of $350,000. These notes bear interest at an annual rate of 10% with principal and interest due on the earlier of November 11, 2012, or the receipt by the Company of $2,000,000 or more of gross proceeds from the sale of equity securities. These notes are secured by the assets of the Company on a pari passu basis with the holders of the Company’s Series E Preferred Stock.