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RELATED PARTIES
12 Months Ended
Dec. 31, 2013
Related Party Transactions [Abstract]  
RELATED PARTIES

NOTE 12 – RELATED PARTIES

 

Loan Guaranty

 

In March 2011, VitaMed entered into a business loan agreement with First United for a $300,000 line of credit for which personal guarantees and cash collateral were required. Personal guarantees and cash collateral limited to $100,000 each were provided by Mr. Finizio, Mr. Milligan, and Reich Family Limited Limited Partnership. See NOTES 9 and 10 for more details.

 

Loans from Affiliates

 

In June 2011, VitaMed issued promissory notes, or the VitaMed Notes, in the aggregate principal amount of $500,000, of which $100,000 was sold to affiliates. In June 2012, the affiliate notes were extended to October 15, 2012 (one held by Mr. Milligan for $50,000 and one for $50,000 held by BF Investments, LLC, which is owned by Brian Bernick, a member of the board of directors of our company. On October 4, 2012 these VitaMed Promissory Notes were paid in full including $5,341 in accrued interest.

 

In December 2011, we issued 4% promissory notes to Mr. Finizio and Mr. Milligan and for an aggregate of $100,000 ($50,000 each) with original due dates of March 1, 2012. These promissory notes were extended by mutual agreement to June 1, 2012. In June 2012, the VitaMed Promissory Note held by Mr. Finizio was paid in full, including $888 in accrued interest. Mr. Milligan’s VitaMed Promissory Note was extended to October 15, 2012. On October 4, 2012 this VitaMed Notes was paid in full including $1,519 in accrued interest.

 

Lock Up Agreements

 

As required by the terms of the merger agreement with VitaMed dated July 18, 2011, we entered into Lock-Up Agreements with stockholders covering the aggregate of 70,000,000 shares of our Common Stock issued pursuant to the merger or reserved for issuance pursuant to stock options and warrants. Each stockholder agreed that during a lock-up period from the date of the lock-up agreements until 18 months thereafter they would not make or cause any sale of our common stock. After the completion, each stockholder agreed not to sell or dispose of more than 2.5% of the stockholder’s aggregate Common Stock or shares reserved for issuance under stock options and warrants per quarter over the following 12-month period, or the Dribble Out Period. Upon the completion of the Dribble Out Period, the Agreements will terminate.

 

Purchases by Related Parties

 

During 2013, 2012, and 2011, we sold our products to Dr. Brian Bernick, a director of our company, in the amounts of $0, $2,632 and $20,669, respectively, while $0, $1,272 and $0 of receivables related thereto remained outstanding at December 31, 2013, 2012 and 2011, respectively.

 

Agreements with Pernix Therapeutics, LLC

 

On February 29, 2012, Cooper C. Collins, President and largest shareholder of Pernix Therapeutics, LLC, or Pernix, was elected to serve on our board of directors. We closed a stock purchase agreement with Pernix on October 5, 2011. From time to time, we have entered into agreements with Pernix in the normal course of business. All such agreements are reviewed by independent directors or a committee consisting of independent directors. During the years ended December 31, 2013, 2012, and 2011, we made purchases of approximately $0, $404,000 and $19,000, respectively, from Pernix. At December 31, 2013, 2012, and 2011, there were amounts due Pernix of approximately $46,000, $308,000 and 19,000 outstanding, respectively.

 

Additionally, there were amounts due to us from Pernix for legal fee reimbursement relating to a litigation matter pursuant to a license and supply agreement, in the amounts of $249,981 and $0 for the periods ending December 31, 2013 and December 31, 2012, respectively.

 

Warrants assigned to Related Party

 

In June 2012, a warrant to purchase 100,000 shares of our Common Stock was assigned to the son of the Chairman of our board of directors by a non-affiliated third party.