Attached files
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EX-10.2 - CONVERTIBLE PROMISSORY NOTE - Wisdom Homes of America, Inc. | wofa_ex102.htm |
EX-10.3 - SECURITIES PURCHASE AGREEMENT - Wisdom Homes of America, Inc. | wofa_ex103.htm |
EX-10.4 - CONVERTIBLE PROMISSORY NOTE - Wisdom Homes of America, Inc. | wofa_ex104.htm |
EX-10.1 - SECURITIES PURCHASE AGREEMENT - Wisdom Homes of America, Inc. | wofa_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 26, 2015
WISDOM HOMES OF AMERICA, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
000-51225 |
43-2041643 |
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(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
500 North Northeast Loop 323
Tyler, TX 75708
(Address of principal executive offices) (zip code)
(800) 727-1024
(Registrant’s telephone number, including area code)
________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 3 – Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities.
Oakmore Opportunity Fund I LP
On June 23, 2015, we entered into a Securities Purchase Agreement with Oakmore Opportunity Fund I LP (“Oakmore”), pursuant to which we sold to Oakmore a 8% Convertible Promissory Note in the original principal amount of Forty Thousand Dollars ($40,000) (the “Note”). The Note has a maturity date of June 23, 2016, and is convertible after 180 days into our common stock at a forty two percent (42%) discount from the average of the three (3) lowest trading prices of our common stock, as reported by any exchange upon which our common stock is then traded, for the ten (10) trading days prior to our receipt of notice from the Note holder to exercise this conversion feature. The conversion price shall be subject to a minimum conversion price of $0.00005 per share (the “floor price”), but in the event that our common stock becomes “chilled” by the Deposit Trust Corporation, the conversion discount shall increase from forty two percent (42%) to fifty two percent (52%) for as long as our common stock is chilled, calculated against the floor price. The Note can be prepaid by us at a premium as follows: (a) between 0 and 90 days after issuance – 130% of the principal amount; (b) between 91 and 120 days after issuance – 135% of the principal amount; (c) between 121 and 180 days after issuance – 140% of the principal amount. There is no right to prepay the Note after 180 days. The purchase and sale of the Note closed on June 30, 2015, the date that the purchase price was delivered to us.
The issuance of the Note was exempt from the registration requirements under the Securities Act of 1933 pursuant to Rule 506 of Regulation D thereof. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.
Carebourn Capital, L.P.
On June 26, 2015, we entered into a Securities Purchase Agreement with Carebourn Capital, L.P. (“Carebourn”), pursuant to which we sold to Carebourn a 10% Convertible Promissory Note in the original principal amount of Thirty Thousand Five Hundred Dollars ($30,500) (the “Note”). The Note has a maturity date of June 26, 2016, and is convertible after 180 days into our common stock at a forty two percent (42%) discount from the average of the three (3) lowest trading prices of our common stock, as reported by any exchange upon which our common stock is then traded, for the ten (10) trading days prior to our receipt of notice from the Note holder to exercise this conversion feature. The conversion price shall be subject to a minimum conversion price of $0.0001 per share (the “floor price”). The Note can be prepaid by us at a premium as follows: (a) between 0 and 30 days after issuance – 115% of the principal amount; (b) between 31 and 60 days after issuance – 120% of the principal amount; (c) between 61 and 90 days after issuance – 125% of the principal amount; (d) between 91 and 120 days after issuance – 130% of the principal amount; (e) between 121 and 150 days after issuance – 135% of the principal amount; and (f) between 151 and 180 days after issuance – 140% of the principal amount. There is no right to prepay the Note after 180 days. The purchase and sale of the Note closed on June 26, 2015, the date that the purchase price was delivered to us.
The issuance of the Note was exempt from the registration requirements under the Securities Act of 1933 pursuant to Rule 506 of Regulation D thereof. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.
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Section 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 |
Securities Purchase Agreement with Oakmore Opportunity Fund I LP dated June 23, 2015. |
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10.2 |
Convertible Promissory Note with Oakmore Opportunity Fund I LP dated June 23, 2015. |
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10.3 |
Securities Purchase Agreement with Carebourn Capital, L.P., dated June 26, 2015. |
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10.4 |
Convertible Promissory Note with Carebourn Capital, L.P., dated June 26, 2015. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Wisdom Homes of America, Inc. |
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Dated: June 30, 2015 |
By: |
/s/ James Pakulis |
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Name: |
James Pakulis |
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Its: |
President and Chief Executive Officer |
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