Greenfield Farms Food, Inc. (OTCPK:GRAS) announced that it has entered into a securities purchase agreement with existing accredited investor Carebourn Capital, L.P. for private placement of a convertible promissory note for gross proceeds of $922,646 on July 8, 2019. The note carries a fixed interest rate of 10% per annum due quarterly and will mature on June 28, 2020. The interest payment of $92,264 are due on or before September 30, 2019, December 31, 2109, March 31, 2020 and June 28, 2020. The note can be converted into common shares of the company at any time beginning from October 1, 2019. The conversion price shall be equal to 58% of the lowest price of the company’s stock during the 30 trading days prior to the conversion date. The company may prepay in full the unpaid principal and interest on the note, with at least 20 trading days’ notice, any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the note together with accrued interest thereon; and any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, the company have no right of prepayment. The company paid $70,146 as transactional expenses and $17,500 was paid directly to Company professional service providers for accounting and auditing fees. The company received net proceeds of $835,000 in the transaction. The company issued securities pursuant to exemption provided under Regulation D.