Code Green Apparel Corp. (OTCPK:CGAC) announced that it has entered into a securities purchase agreement for a private placement of 10% convertible promissory note for gross proceeds of $150,000 on June 5, 2017. The transaction included participation from accredited investor, Auctus Private Equity Management, Inc. The note carries a fixed interest rate of 10% per annum with a default rate of 24%, and is due on March 5, 2018. The payment for the note will be made in 2 tranches of $100,000 on closing and $50,000 within 45 days after the closing of the transaction, so long as no default has occured. The note can be repaid at any time prior to the 180th day after the issuance date subject to prepayment penalties of between 35% and 50% of the principal amount of the note, together with accrued interest, depending on what repaid. The convertible note is convertible into shares of the common stock at any time, at a conversion price equal to 58% of the lowest trading price during the prior 20 trading days, subject to anti-dilution rights. The company paid $12,500 to investor to cover due diligence, monitoring, and other transaction costs incurred for services rendered. The company issued securities pursuant to exemption provided under Regulation D.