Monarch America, Inc. (OTCPK:BTFL) announced that it has entered into a securities purchase agreement for a private placement of original issue discount convertible debenture with new accredited investor Redwood Management LLC for gross proceeds of $150,000 on April 29, 2015. The debenture carries a fixed coupon of 10% per annum, payable in six equal tranches, the first of which was paid on April 29, 2015 and the remaining are due on each of the first five monthly anniversaries of the issuance of the debenture. The note is issued at an original discount of 10%.

The debenture, which is due on April 29, 2016, is convertible into shares of the company's common stock at the election of investor at any time at a conversion price equal to 65% of the lowest trading price of the common stock during the 20 trading day period prior to conversion. Failure of the company to deliver shares to the investor within three days of conversion results the company paying $10 per trading day for the first four days and $20 per day thereafter. The company shall pay the legal expenses of counsel and due diligences expenses of the purchaser up to $10,000.

The company received net proceeds of $118,333. The company will issue the securities pursuant to exemption provided under Regulation D.