Soupman, Inc. (OTCPK:SOUP) announced that it has entered into securities purchase agreement with accredited investor, PowerUp Lending Group, Ltd. for a private placement of a convertible promissory note at a price of $53,000 per note for gross proceeds of $53,000 on March 14, 2017. The note will carry coupon rate of 12% per annum and will mature on December 30, 2017. The note will be issued at par. The note will be convertible into common shares of the company of par value $1 per share at a variable conversion price which will be 61% multiplied by the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. The notes will be convertible at any time during the period beginning on the date that is 180 days following the issue date. The note will carry default interest rate of 22% per annum. The company will issue convertible notes pursuant to Regulation D. The investor will not hold more than 4.99% stake in the company upon conversion. The company may prepay the note during 30 days following the issue date at 112%, during the period beginning from 31 days following the issue date and ending on the date which is 60 days following the issue date at 117%, during the period beginning from 61 days following the issue date and ending on the date which is 90 days following the issue date at 122%, during the period beginning from 91 day from the issue date and ending 120 days following the issue date at 127%, during the period beginning from 121 day from the issue date and 150 days following the issue date at 132%, and during the period beginning from 151 day from the issue date and ending 180 days following the issue date at 137%. The company has share capital of 278,797,345 shares.