BEESFREE, Inc. (OTCPK:BEES) entered into securities purchase agreement for private placement of 15% senior secured convertible note for gross proceeds of $2,520,000 on March 13, 2013. The notes bears interest at a rate of 15% per annum, compounded quarterly. The notes are convertible into common shares of the company at $1.50 per share and will mature 24 months from the date of the announcement. The company will also issue warrants to purchase 700,000 common shares of the company for every investment of $105,000. The warrants are exercisable at $1.50 per share for a period of five years from the date of issuance. The company will issue securities pursuant to exemption provided under Regulation D. Steven D. Uslaner of Littman Krooks LLP will act as legal advisor to the company. The company will not pay finder's fee or commission in the transaction.

On the same day, the company received $210,000 in the first tranche of the transaction. The tranche included participation from one accredited investor. The company also issued two warrants to purchase 1,400,000 common shares of the company.

On June 20, 2013, the company announced that it has amended the terms of the transaction. The company will now issue warrants to purchase 1,050,000 common shares for each $105,000 invested. The initial exercise price of the warrants is $1.50 per share, subject to adjustment. If the fair market value of one share of common stock is greater than the exercise price of the warrants then it effect. The warrants may be exercised, in whole or in part, on a cashless basis. The company also issued an additional warrant to purchase 700,000 shares of common stock to the accredited Investor who invested in the first tranche.