GlassesOff Inc. (OTCBB:GLSO) announced that it has entered into a standby equity distribution agreement for a private placement of common shares with new accredited investor YA Global Master SPV Ltd., a fund managed by Yorkville Advisors, LLC for gross proceeds of $15,000,000 on July 1, 2014. Pursuant to the equity line transaction, the company will issue shares at a per share price equal to 98.5% of the lowest daily volume weighted average price of the common shares as quoted by Bloomberg, L.P. during the five consecutive trading days after the date on which the company delivers the notice of the tranche to the investor, however in no event such price will be less than 85% of the daily volume weighted average price of the common stock on the trading day immediately preceding the date of the tranche notice. The company will issue shares during the commitment period commencing on the date on which the United States Securities and Exchange Commission first declares effective a registration statement registering the resale of the shares to be issued in the transaction and expiring on the first day of the month next following the 36-month anniversary of the date of the agreement. The amount to be received by the company in each tranche may not exceed the lesser of $500,000 or the daily value traded for the five consecutive trading days just before the tranche notice. The company will determine, at its sole discretion, the timing and dollar amount of draws under the transaction. In no event, the number of shares of common stock issuable to the investor pursuant to a tranche shall cause the aggregate number of shares of common stock beneficially owned by the investor and its affiliates to exceed 9.99% of the then outstanding common stock.

The company will pay to the investor a structuring and due diligence fee of $3,000 in cash. The company will also pay to YA Global II SPV LLC as designee of the investor, a commitment fee, payable either in cash or shares, in an aggregate amount equal to $450,000, of which $150,000 will be paid within three trading days of the date of agreement, $150,000 will be paid within three trading days of the date that the company first receives advances hereunder in cumulative amount exceeding $3,000,000 and $150,000 will be paid within three trading days of the date that the company first receives advances hereunder in cumulative amount exceeding $6,000,000. Robert L. Grossman of Greenberg Traurig, P.A. will act as a legal advisor to the company and David Gonzalez of Gonzalez Law Firm will act as a legal advisor to the investor. The company will not pay any broker fees or finder's fee in the transaction. The company will issue securities pursuant to exemption provided under Regulation D.

On the same date, the company paid a commitment fee of $150,000 through the issuance of 103,301 shares to the investor.