Be Active Holdings, Inc. (OTCPK:JALA) announced that it issued 33,333,332 shares of common shares at 0.03 per share, 26,666,667 shares of series C convertible preferred stock, and five year warrants to purchase up to aggregate of 59,999,999 common shares for gross proceeds of $1,799,999.99 on February 18, 2014. The company will issue securities pursuant to exemption provided under Regulation D. Harvey Kesner of Sichenzia Ross Friedman Ference LLP will serve as legal advisor to the company. Palladium Capital will serve as placement agent to the company.

The transaction included participation from certain accredited investors. The preferred stock is convertible into common shares of the company. The conversion ratio of the preferred stock is subject to adjustment in the case of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The company is prohibited from effecting the conversion of the preferred stock to the extent that as a result of such conversion, the holder would beneficially own more than 9.99%, in the aggregate, of the issued and outstanding shares of common share calculated immediately after giving effect to the issuance of shares of common share upon the conversion of the preferred stock. The warrants are exercisable for a period of five years from the date of issuance and have an exercise price of $0.03 per share. Certain members of the company's management have agreed to invest an aggregate of $250,000 into the company within thirty days of the closing of the transaction. As a result of the transaction, the investors will hold in excess of 5% of the company's issued and outstanding common stock.