Pharmagen, Inc. (OTCBB:PHRX) announced private placement with new investor Asher Enterprises, Inc. of a convertible promissory note for gross proceeds of $63,000 on June 5, 2013. The note carries a coupon of 8% and will mature on March 7, 2014. The note is convertible into common stock, after 180 days, at the greater of the variable conversion price which is equal to 60% multiplied by the market price, calculated by taking the average of the lowest three trading prices for the common stock during the ten trading day period ending prior to the conversion date or the fixed conversion price which is equal to $0.00005.

The note can be prepaid at a premium of 120% of the principal amount between 31 and 60 days after issuance, 125% of the principal amount between 61 and 90 days after issuance, 130% of the principal amount between 91 and 120 days after issuance, and 135% of the principal amount between 121 and 180 days after issuance. The company shall reimburse the buyer for expenses incurred by them in connection with transaction at the time of closing. The company will issue securities pursuant to exemption provided under Regulation D. Brian A. Lebrecht of The Lebrecht Group, APLC will serve as a legal advisor to the company and Bernard S. Feldman of Naidich Wurman Birnbaum & Maday LLP will serve as a legal advisor to the investor.