TORONTO, Nov. 22, 2016 /PRNewswire/ -- Ehave, Inc. (OTCQB: EHVVF), a healthcare company dedicated to empowering the mental health community with next-generation digital solutions, today announced that it has entered into a definitive securities purchase agreement to sell up to $1,500,026 of convertible promissory notes (the "Notes") and warrants (the "Warrants") in multiple closings pursuant to a private placement (the "Private Placement"). Each closing of Notes and Warrants is subject to various closing conditions, including, in certain instances, the consent of the lenders. Net proceeds from the Private Placement will be used to further the development of Ehave Connect, for MegaTeam clinical trials, for general marketing and investor relations' purposes, and for working capital. The Notes will bear interest at a rate of 10% per annum payable either in cash or in common shares of Ehave, at the lender's discretion. The Notes will mature upon the earlier of twelve months from the date of issuance, or upon the closing by Ehave of a registered direct offering resulting in gross proceeds of not less than $5,000,000 at a pre-offering valuation of at least $15,000,000 (the "Qualified Offering"). Upon the closing of a Qualified Offering, all of the principal and accrued and unpaid interest then outstanding under the Notes shall, at the lender's discretion, become due and payable in cash or convert into the number of securities sold in the Qualified Offering at a conversion price equal to the lesser of (i) a price per share assuming a $5,500,000 pre-Qualified Offering valuation of Ehave or (ii) a 20% discount to the price that shares are sold in the Qualified Offering (the "Conversion Price"). Each lender is entitled to receive Warrants to purchase such number of common shares of Ehave upon the closing of the Qualified Offering equal to the aggregate consideration previously funded by such lender divided by the Conversion Price, subject to the terms set forth in the transaction documents. The Warrants will be exercisable at any time after the date of issuance and at any time up to the date that is the five year anniversary of the date of issuance and shall have an initial exercise price equal to 120% of the Conversion Price. Additional information about the Private Placement is contained in Ehave's Form 6-K filing with the Securities and Exchange Commission. The securities offered in the private placement will not be or have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.