STWC Holdings, Inc. (OTCPK:STWC) that it has entered into a securities purchase agreement with Crown Bridge Partners, LLC for the private placement of a convertible promissory note for gross proceeds of $95,000 on April 18, 2019. The company issued warrants to purchase 60,606 shares with exercise price of $1.65 per share and maturity date of 2 years from closing. The note will be issued is issued at discount of $5,000 with maturity date of 1 year from closing. The note bears an interest rate of 10% per annum and will mature on March 18, 2020. The notes are convertible based on share price of the company. If company prepay the note through the 180th day following the date thereof, the company must pay all of the principal and interest with a prepayment penalty ranging from 135% to 150%. After the 180th day company have no further right of prepayment. The company will issue securities pursuant to exemption provided under Regulation D.