ProGreen US, Inc. (OTCPK:PGUS) announced that it has entered into a securities purchase agreement for private placement of a convertible promissory note for gross proceeds of $63,000 on January 17, 2018. The transaction included participation from existing accredited investor PowerUp Lending Group, Ltd. The note carries a fixed coupon of 12% per annum and would mature on October 30, 2018. The interest rate in case of event of default is 22%. The note is convertible into common stock at the conversion price equal to 58% multiplied by the market price, defined as the average of the lowest two 2 trading prices for the common stock during the fifteen 15 trading day period ending on the latest complete trading day prior to the conversion date. The company may repay the convertible note, at 120% of such note if the note is repaid during the period beginning on the issue date and ending 150 days following the issue date; and 125% of such note if such note is repaid during the period beginning on the date that is 151 days from the issue date and ending 180 days following the issue date. After 180 days have elapsed from the issue date the company has no right to prepay the convertible note. The company has paid the investor legal fee of $1,500 in the transaction. The company issued the securities pursuant to exemption provided under Regulation D.