ADGS Advisory, Inc. (OTCPK:ADGS) announced that it has entered into a subscription agreement with Sky Venture Investment Development Limited, Wong Man Hin Charles, and Pristine Treasure Limited for a private placement of 8% convertible bonds for gross proceeds of $3,900,000 on May 19, 2015. The transaction will be completed in three tranches of $1,300,000 each. The company will receive minimum of $2,600,000 as the third tranche is subject to adjustment to a minimum principal amount of HK $100 in the event the earnings before interest, tax, and amortization for the year ended August 31, 2015 is less than $3,120,000.

The bonds are convertible into 40% of the enlarged share capital of the company. Each party shall pay their own fees and expenses in connection with the transaction.