Pharmagen, Inc. (OTCBB:PHRX) announced a private placement of a 8% convertible promissory note with existing accredited investor Asher Enterprises, Inc. for gross proceeds of $42,500 on August 1, 2013. The note carries a coupon of 8% and will mature on May 5, 2014. The note is convertible into common stock, after 180 days, at the greater of the variable conversion price which is equal to 58% multiplied by the market price, calculated by taking the average of the lowest three trading prices for the common stock during the ten trading day period ending prior to the conversion date, or the fixed conversion price which is equal to $0.00005.

The note can be prepaid at a premium of 115% of the principal amount between the issue date and 30 days after issuance, at 120% of the principal amount between 31 and 60 days after issuance, at 125% of the principal amount between 61 and 90 days after issuance, at 130% of the principal amount between 91 and 120 days after issuance, and at 135% of the principal amount between 121 and 180 days after issuance. The company shall reimburse the investor for expenses incurred by them in connection with transaction at the time of closing. The company will issue the securities pursuant to exemption provided under Regulation D. Minimum investment accepted from any outside investor is $42,500.

The company's obligation with respect to this transaction to reimburse the expenses of the investor shall be $2,500. Brian A. Lebrecht of The Lebrecht Group, APLC will act as the legal advisor to the company and Bernard S. Feldman of Naidich Wurman Birnbaum & Maday LLP will act as the legal advisor to the investor. The transaction is expected to close on or about August 5, 2013.