STWC Holdings, Inc. (OTCPK:STWC) that it will receive $1,000,000 in funding from PowerUp Lending Group, Ltd. on February 13, 2019. The transaction is expected to complete in next 12 months. The company will issue the securities pursuant to exemption provided under Regulation D. On the same date, the company has entered into a securities purchase agreement with the investor for issuance of a convertible promissory note for the gross proceeds of $103,000 in its first tranche. The note is issued at par. The note bears an interest of 12% per annum, increasing to 22% after maturity and will mature on February 13, 2020. The investor may convert all or a portion of the note into the common shares of the company beginning on the date which is 180 days from the date of the note, at a price equal to 61% of the lowest trading price during the 20 trading day period ending on the last complete trading date prior to the date of conversion; provided, however, that the investor may not convert the note to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 4.99% of the company’s issued and outstanding common shares. If the company prepays the note within 30 days of the date of the note, the company must pay all of the principal at a cash redemption premium of 110%; if the prepayment is made between the 31st day and the 60th day after the date of the note, then the redemption premium is 115%; if the prepayment is made from the 61st to the 90th day after date of the note, then the redemption premium is 120%; if the prepayment is made from the 91st to the 120th day after the date of the note, then the redemption premium is 125%; if the prepayment is made from the 121st to the 150th day after the date of the note, then the redemption premium is 130%; and if the prepayment is made from the 151st to the 180th day after the date of the note, then the redemption premium is 135%. The note cannot be prepaid after the 180th day following the date of the note. The company received net proceeds of $100,000 in the first tranche.