Premier Biomedical, Inc. (OTCPK:BIEI) announced that it has entered into a securities purchase agreement with existing investor, PowerUp Lending Group, Ltd. on August 15, 2019. The company will issue a convertible promissory note at a price of $43,000 per note for gross proceeds of $43,000. The note carries a fixed coupon of 10% and a default interest rate of 22%. The note would mature on August 15, 2020. The note is convertible into common stock at a conversion price of equal to 61% of the average of the lowest two trading prices during the last twenty trading days prior to the conversion date. The company must reserve shares of its authorized common stock equal to four times the number of shares issuable upon full conversion of the note, initially 44,756,700. The notes can be pre-paid at any time with a prepayment percentage that ranges from 115% to 140% depending on the time when it is prepaid. The note will be issued pursuant to exemption provided under the Section 4(a)(2) of the Securities Act of 1933 and Regulation D. The note limits the investor to beneficial ownership of the company’s common stock of no more than 4.99%. The investor has the right to receive any dividend or distribution of assets as if the note had been fully converted on the applicable record date.