Longfin Corp. (NasdaqCM:LFIN) announced that it has entered into a security purchase agreement for the private placement of series A senior secured convertible notes and series B senior secured convertible notes for aggregate gross proceeds of $5,000,000 on January 22, 2018. The transaction will include participation from Hudson Bay Master Fund Ltd; a fund managed by Hudson Bay Capital Management LP. The notes will mature 18 months from the closing date. The company will also issue warrants to purchase 751,894 shares of class A common stock, exercisable for a period of five years at an exercise price of $38.5493 per share. The notes carry a principal amount of $10,095,941.18 and $42,604,058.82 respectively. The balance of the proceeds will be satisfied by a secured promissory note payable by the investor in the principal amount of $42,604,058.82. The notes are being issued at a 12% original issue discount and shall not bear interest unless and until an event of default has occurred, in which event the notes will bear interest at a rate of 18%. The transaction is subject to shareholder’s approval. The securities will be issued pursuant to exemption provided under Regulation D. The notes are convertible into common shares of the company at a conversion price equal to the lower of the volume weighted average prices of the class A common stock on the trading day immediately prior to the conversion date, the average of the volume weighted average price for two lowest trading days during the ten consecutive trading days ending on the trading day immediately prior to the conversion date payment date, and $38.5493, subject to adjustment. The closing shall occur on the first business day on which the conditions are satisfied.