Omega Commercial Finance Corp. (OTCPK:OCFN) announced that it has entered into a securities purchase agreement for a private placement of a promissory note with Mark Feanny for gross proceeds of $500,000 on March 4, 2016. The note carries a fixed coupon of 8% per annum which increases to fifteen percent 15% per annum during the extension period, if any and would mature on March 4, 2017.

Interest accrues in arrears and is payable in monthly installments of $3,333.33 in cash or, at the option of lender, the issuance of 1,334 shares of series Z preferred stock valued at $2.50 per share. If we exercise right to extend maturity of the note, the monthly cash interest payment or number of series Z preferred shares issuable in lieu thereof at the option of lender, will increase proportionately. The note may be prepaid by the company at any time prior to maturity, without premium or penalty.

The company also issued five year warrants to purchase 20,000,000 common shares and the exercise price are subject to adjustment in the event of stock dividends, stock splits and similar recapitalization events. As a part of the transaction, Mark Feanny has joined as board of directors. The note is secured by the pledge of 1,000,000,000 shares of our series CC preferred stock held by Jon S Cummings IV and is personally guaranteed by Jon S Cummings IV, Todd C Buxton, and Eran Danino.