Selway Capital Acquisition Corporation (OTCBB:SWCA.L) announced a private placement of a senior convertible promissory note for gross proceeds of $5,000,000 with new investor Partners for Growth III L.P., a fund managed by Partners for Growth, L.P. on July 17, 2013. The note carries a coupon of 5.25% plus prime per annum and would mature on July 17, 2018. The note is convertible into series C common shares at a conversion price of $8 per share. The interest rate will automatically reduce to prime plus 3.25% if the company's revenue and EBITDA for the six months ending December 31, 2013 exceed $35,500,000 and $3,100,000, respectively. The company also issued warrants to purchase 220,000 series C common shares at an exercise price of $7.50 per share, at any time on or prior July 17, 2018 and conditionally exercisable warrants to purchase 625,000 shares of series C common stock. The company issued securities pursuant to Regulation D. Mitchell S. Nussbaum of Loeb & Loeb LLP acted as the legal advisor to the company and Benjamin Greenspan of Greenspan Law Corporation acted as the legal advisor to the investor.

On the same date, the company has received $5,000,000 from the investor.

On December 31, 2013, Selway Capital Acquisition Corporation closed the transaction. The company amended the terms of the transaction on the same date. The company issued a senior convertible promissory note for $500,000 to the investor. The conversion price of the previous promissory note is adjusted to $2.50 per share. The company issued 425,000 common shares and additional 335,555 warrants and exercise price of previous warrants is reduced to $3 per share. The company is obligated to pay investor cash fees in the amount of $50,000, due at the earlier of financing and $100,000, due on June 30, 2014.