Premier Biomedical, Inc. (OTCPK:BIEI) announced that it has entered into a securities purchase agreement with PowerUp Lending Group, Ltd. for private placement of a convertible promissory note for gross proceeds of $38,000 on April 23, 2019. The note has a maturity date of April 23, 2020, a fixed interest rate of 10% per annum, and a default interest rate of 22%. The note is convertible into its common stock at a conversion price equal to 61% of the average of the lowest two trading prices during the last 20 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 9,752,654. The note can be prepaid by the company at any time upon three days written notice to the investor for a cash amount equal to the sum of the then outstanding principal amount of the note and interest multiplied by a prepayment percentage that ranges from as low as 115% to as high as 140%, depending on when the company calls for prepayment. The company will issue convertible promissory note pursuant to exemption provided under 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.