Orbital Tracking Corp. (OTCBB:TRKK) announced that it has entered into securities purchase agreement with PowerUp Lending Group, Ltd. for private placement of a convertible promissory note for gross proceeds of $65,000 on January 14, 2019. The note is carries a coupon of 12% per annum and would mature on January 14, 2020. The notes are issued at par value. The note is convertible into common shares of the company at a price equal to 61% of the Market Price, which is defined as the lowest trading price for our common stock during the 15 trading days prior to the conversion notice. The conversions under the note are limited such that the holder may not convert the note to the extent that the number of shares of common stock issuable upon the conversion would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the company’s outstanding shares of common stock. The note may be pre-paid at a premium for the first 150 days after issue, with the pre-payment amount ranging from 115% of the balance to 140% of the balance. After 150 days from issue, pre-payment of the note is not allowed. The securities were issued pursuant to exemption provided under Rule 506 of Regulation D. The company has reimburse buyer’ expenses shall be $2,500 for buyer’s legal fees and due diligence fee.