JRjr33, Inc. (AMEX:JRJR) announced that it has entered into securities purchase agreement with certain investors for a private placement of 14.0% original issue discount senior secured guaranteed convertible term loan note for gross proceeds of $5,000,000 on October 19, 2017. The note will be issued at discount of 5% and will bear interest at a fixed rate of 14% per annum. The note will mature on October 19, 2020 and are convertible, at any time after the issuance date at the option of the investor, into shares of the company’s common stock at a conversion price equal to $0.4652 per share, subject to adjustment as set forth in the notes. Commencing in April 2018, the investor shall have the right, at the option, to require the company to redeem up to an aggregate amount of $150,000 of the outstanding principal amount of the notes per month. The notes may be prepaid by the company at any time after October 19, 2018 provided that certain equity conditions are satisfied or upon a change of control, by paying an amount in cash after October 19, 2018 but prior to October 19, 2019 equal to 110% of then outstanding principal balance and all accrued and unpaid interest due thereon or after October 19, 2019 and by paying an amount in cash equal to 105% of the then outstanding principal balance and all accrued and unpaid interest due thereon. The company will also issue 2,625,000 share purchase warrants of the company shares at par value $0.0001 per share. The warrants are exercisable for 2,625,000 shares of common stock at an exercise price of $0.5566 per share beginning on October 19, 2017 and expiring on October 19, 2021. The company issued securities pursuant to exemption provided under Regulation D.