The language in previous filings was IMO incorrect, while according to BIEL management the language was unclear. The "incorrect" or "unclear" language was brought to the attention of BIEL's corporate counsel, the CPA, and BIEL's securities attorney. Their review completed earlier this year is was facilitated the change in language in the most recent filings.
In essence, the loan amount and the number of shares required to satisfy the note are established on the date of the loan document (shown below). If the noteholder is "underwater" at the end of the term of the note, the noteholder can simply demand repayment. As BIEL cannot repay the loan, or chooses not to repay the loan, the lender demands that BIEL sign a new convertible note equal to the previous principal balance, plus interest, and the 50% discount is calculated on that date. Then the noteholder can immediately convert the new note to shares. Shares at 1/2 the value of the shares we own on the same day.
Per KW "my late father always indicated that the same investment terms were available to all, and therefore I have attached a draft of the standard note terms". If you are interested in lending money to BIEL, contact KW. While you have her on the phone ask her how much of her own money has she invested in BIEL. According to her testimony before the SEC she made a "one-time" "nominal" investment which she couldn't document (she was a licensed CPA right?), and "never put any additional capital at risk."
The Corporate Bylaws of BioElectronics Corpoaration require 3 board members. During the same period as was the execution of the convertible promissory notes, BioElectrronics only had 2 board members, Andrew Whelan and Patricia Whelan. IMO, the notes are unenforceable.