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Published on 6/24/2013 in the Prospect News PIPE Daily.

Max Sound negotiates sale of $2.22 million of convertible debentures

Debentures sold at a 10% original-issue discount through Aegis

By Devika Patel

Knoxville, Tenn., June 24 - Max Sound Corp. arranged a private placement of $2.22 million of original-issue discount convertible debentures, which will be sold at a 10% discount, on May 23, according to an 8-K filed Monday with the Securities and Exchange Commission.

The 4% debentures are convertible into common stock at a 25% discount to the average price of the lowest three closing bid prices for the stock during the 10 trading days preceding the conversion date. The company may prepay the notes at 115.

The investors also will receive warrants for 250,000 shares. The warrants are each exercisable at $0.40 for three years. The strike price is an 81.82% premium to the May 22 closing share price of $0.22.

Aegis Capital Corp. was the agent.

Proceeds will be used for clinical trials, expanding sales and marketing and general working capital purposes.

Based in Houston, Max Sound is an audio technology company.

Issuer:Max Sound Corp.
Issue:Original issue discount convertible debentures
Amount:$2,222,222
Coupon:4%
Price:10% discount
Conversion price:A 25% discount to the average price of the lowest three closing bid prices for the stock during the 10 trading days preceding the conversion date
Call:At 115
Warrants:For 250,000 shares
Warrant expiration:Three years
Warrant strike price:$0.40
Agent:Aegis Capital Corp.
Pricing date:May 23
Stock symbol:OTCBB: MAXD
Stock price:$0.22 at close May 22
Market capitalization:$53.09 million

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