Wisdom Homes of America, Inc. (OTCPK:WOFA) announced that it has entered into a securities purchase agreement for a private placement of a 10% convertible promissory note for aggregate principal amount of $55,000 with an existing accredited investor Auctus Private Equity Fund, LLC, a fund managed by Auctus Private Equity Management, Inc. on July 9, 2015. The note will be issued at its original principal amount. The note will bear a fixed interest rate of 10% per annum and will mature on April 9, 2016.

The note is immediately convertible into common stock at 42% discount from the lowest trading price of its common stock, for 15 trading days prior to 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. Any amount of principal or interest on the note which is not paid when due shall bear 24% per annum from the due date until the default interest is paid.

The company issued securities pursuant to exemption provided under Regulation D. The company will reimburse investor's expenses for $2,750. The company shall pay advance fee of $2,250 to the investor. The note can be prepaid at a premium between 0 and 30 days after issuance, 115% of the principal amount and any accrued and unpaid interest, between 31 and 60 days after issuance 120% of the principal amount and any accrued and unpaid interest, between 61 and 90 days after issuance 125% of the principal amount, between 91 and 120 days after issuance 130% of the principal amount, between 121 days and 150 days after issuance 135% of the principal amount, and between 151 days and 180 days after issuance 140% of the principal amount.

The note cannot be prepaid after 180 days.