Wally World Media, Inc. (OTCPK:WLYW) announced that it has entered into a securities purchase agreement for a private placement of 10% convertible promissory note for gross proceeds of $160,000 with certain funds and investors on October 23, 2014. The note carries a fixed coupon of 10% per annum and would mature on April 23, 2015. The note is convertible any time after the issuance date of the notes. The investors have the right to convert the notes into common shares at a conversion price equal to the lessor of $0.0375, and 75% of the lowest closing bid price for the 20 consecutive trading days preceding a conversion date, subject to standard adjustments. The notes can be redeemed under certain conditions and the company can force the conversion of the notes in the event certain equity conditions are met. In the event of default, the investors have the right to require the company to repay in cash all or a portion of the notes at a price equal to 115% of the aggregate principal amount of the notes plus all accrued but unpaid interest. The company also issued class A warrants to purchase an aggregate of 4,266,667 common shares for an exercise price of $0.05 per share for a period of five years and class B warrants to purchase an aggregate of 4,266,667 common shares for an exercise price of $0.25 per share for a period of five years. The company issued securities pursuant to exemption provided under Regulation D. Gregg Jaclin of Szaferman, Lakind, Blumstein & Blader, P.C. acted as legal advisor to the company. Grushko & Mittman acted as legal advisor and received legal fees of $10,000.

On October 23, 2014, Wally World Media, Inc. closed the transaction.