Xfuels Inc. (OTCPK:XFLS) announced that it has entered into an equity purchase agreement for an equity line of funding with a new institutional investor, Southridge Partners II, LP, a fund managed by Southridge LLC for gross proceeds of up to $3,500,000 on August 23, 2016. The issue price for each draw-down will be equal to 90% of the market price on that date. The company will decide the amount, minimum pricing, and timing of each capital draw-down. The stake of the investor can be 9.99% maximum at any given point of time. The equity line will run for a period of 24 months. The company will issue a promissory note to the investor as a commitment fee. The note will have a face value of $35,000 and will mature on March 31, 2017. The note will carry a fixed interest rate of 10% per annum and will be redeemable at the time of maturity. The transaction is subject to the certain conditions being met, including but not limited to a registration statement on form S-1 becoming effective which registers investor’s resale of any shares purchased by it under this transaction. The company will issue securities pursuant to exemption provided under Regulation D.