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EX-10.1 - SECURITIES PURCHASE AGREEMENT - Wisdom Homes of America, Inc.wofa_ex101.htm
EX-10.2 - CONVERTIBLE PROMISSORY NOTE - Wisdom Homes of America, Inc.wofa_ex102.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): November 23, 2015

 

WISDOM HOMES OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

000-51225

43-2041643

(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.

 

Carebourn Capital, L.P.

 

On November 23, 2015, we entered into a Securities Purchase Agreement dated November 20, 2015 with Carebourn Capital, L.P. ("Carebourn"), pursuant to which we sold to Carebourn a 12% Convertible Promissory Note in the original principal amount of Thirty Six Thousand Dollars ($36,000) (the "Note"). The Note is convertible after 90 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 twenty (20) trading days prior to our receipt of notice from the Note holder to exercise this conversion feature. The Note can be prepaid by us at a premium as follows: (a) between 0 and 30 days after issuance – 125% of the principal amount; (b) between 31 and 60 days after issuance – 130% of the principal amount; (c) between 61 and 90 days after issuance – 135% of the principal amount; (d) between 91 and 120 days after issuance – 140% of the principal amount; (e) between 121 and 150 days after issuance – 145% of the principal amount; and (f) between 151 and 180 days after issuance – 150% of the principal amount. There is no right to prepay the Note after 180 days. The purchase and sale of the Note closed on November 23, 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 Section 4(a)(2) thereof. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

 

Section 9 – Financial Statements and Exhibits.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1

Securities Purchase Agreement with Carebourn Capital, L.P. dated November 20, 2015

 

10.2

Convertible Promissory Note with Carebourn Capital, L.P. dated November 20, 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.

 

 

  

 

Dated: November 24, 2015

By:

/s/ James Pakulis

 

 

Name:

James Pakulis

 

 

Its:

President and Chief Executive Officer

 

 

 

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