GlassesOff Inc. (OTCBB:GLSO) announced that it has entered into a securities purchase agreement for a private placement of 1,750 8% senior convertible promissory notes at principal amount of $1,000 per note for gross proceeds of $1,750,000 with accredited investors on September 17, 2015. The note carries a fixed coupon of 8% per annum and would mature on March 20, 2018. The company may at its option redeem all but not less than all of the issued and outstanding notes at any time prior to maturity by delivering notice thereof to the holders not less than 30 nor more than 60 days prior to the date of redemption. The notes are convertible into common stock of the company at an initial fixed conversion price of $2.19 per share or approximately 457 shares for each $1,000 principal amount of notes.

The company also will issue warrants to purchase 1,198,631 common shares of the company at an exercise price of $2.19 per share for a period of five years. The company will issue 500 notes and warrant to purchase 342,466 common shares of the company to the Chairman of the board of directors of the company. The company will issue securities pursuant to exemption provided under Regulation D. The transaction will include participation from existing investor Cowen Overseas Investment LP, a fund managed by Ramius Advisors, LLC, who will purchase 250 notes for $250,000, Shai Novik, Chairman of board of directors, who will purchase 500 notes for $500,000, Michael Hobi, who will purchase 500 notes for $500,000, and Ehud Levy, who will purchase 500 notes for $500,000. All expenses incurred in connection with the agreement will be paid by the company. The company may at its option redeem all but not less than all of the issued and outstanding notes at any time prior to maturity by delivering notice thereof to the holders not less than 30 nor more than 60 days prior to the date of redemption.