Rx Safes, Inc. (OTCBB:RXSF) announced that it has entered into a securities purchase agreement for private placement of 1 convertible promissory note at $55,250 per note for gross proceeds of $55,250 on October 6, 2015. The note was issued at par. The transaction involved sole participation from existing accredited investor, Auctus Private Equity Fund, LLC, a fund managed by Auctus Private Equity Management, Inc. The note will mature on July 6, 2016 and bears interest at the rate of 8% per annum.

The note can be converted into unregistered shares of the company at the conversion price, in whole, or in part, at any time after 180 days at the option of the investor. The fixed conversion price will be 65% multiplied by the lowest closing bid price on the OTCQB during the previous 20 trading day period ending on the latest complete trading day prior to the conversion date. The company issued securities pursuant to exemption provided under Regulation D. Upon conversion, the investor's stake in the company will not exceed 4.99% of its outstanding shares.

During the first 180 days following the closing date of the note, the company has the right to prepay the principal and accrued but unpaid interest due under the note at a graduating premium ranging from 125% to 140%. After this initial 180 day period, the company does have a right to prepay the note.