High Performance Beverages Company (OTCPK:TBEV) announced that it has entered into a securities purchase agreement for a private placement of one 12% original issue discount convertible debenture due March 27, 2015 at $150,000 per debenture with one investor for gross proceeds of $150,000 on August 27, 2014. The transaction will see participation from new investor Alpha Capital Anstalt. The debenture ill have a principal amount of $160,000 and was issued at a discount of $10,000, which was used by the company at the closing to reimburse to the investor a non-accountable sum of $10,000 for its legal fees and expenses. The debenture will bear interest at a fixed rate of 12% per annum, payable on the maturity date. The debenture will mature on March 27, 2015. All the overdue accrued and unpaid interest will entail a late fee at an interest rate equal to the lower of 18% per annum or the maximum rate permitted by applicable law. The company may not prepay the principal amount of the debenture without the prior written consent of the holder of the debenture. The debenture will be convertible into common shares of the company, at the option of the investor, at a variable conversion price equal to the lesser of $0.01 and 60% of lowest intra-day trade price during the 25 trading days immediately prior to a conversion date. The company will not make any conversion of the debenture to the extent that after giving effect to such conversion, the investor would beneficially own in excess of 4.99% of the number of shares of the common stock outstanding. The investor, upon not less than 61 days' prior notice to the company, may increase the beneficial ownership limitation to 9.99% of the number of shares of the company's common stock outstanding. Sichenzia Ross Friedman Ference LLP acted as a legal advisor for the company, and Ellenoff Grossman & Schole LLP acted as a legal advisor for the investor. The transaction may be terminated by the investor by written notice to the other parties, if the closing has not been consummated on or before September 4, 2014. The company issued the securities pursuant to exemption provided under Regulation D.

On August 27, 2014, High Performance Beverages Company closed the transaction.