WOODLAND HILLS, Calif.,
March 3, 2014 /PRNewswire/
-- Vape Holdings, Inc. (OTCQB: VAPE) (the "Company"), a
holding company functioning within the legal cannabis concentrate
industry, is pleased to announce a special meeting of its
shareholders has been scheduled for 10:00
a.m. on March 24, 2014 (the
"Meeting"). The Meeting will be held at the Sheraton Denver
Downtown Hotel which is located at 1550 Court Place, Denver, Colorado 80202. The Board of
Directors of the Company (the "Board") has fixed the close of
business on February 14, 2014 as the
record date of shareholders entitled to attend and vote at the
Meeting. A formal notice of the Meeting will be sent to
all shareholders beginning today.
No means of electronic participation will be provided.
Shareholders must be present at the meeting either in person or by
proxy to vote. To gain admission into the special meeting,
shareholders must show valid government issued photo identification
and either possess 1) their proxy card or 2) a legal proxy from
their broker (if shares are held in a bank, brokerage or related
entity).
The Company has recently completed its ongoing negotiations with
HIVE Ceramics for the acquisition of the HIVE Ceramics vaporization
product and related intellectual property. The following
proposals will be discussed at the special meeting:
1. Approval of the Asset Purchase Agreement with HIVE
Ceramics, LLC which provides for the following:
- Acquisition by the Company of the assets of HIVE
Ceramics, LLC, including the HIVE Ceramics vaporization products
and related intellectual property (the "Acquisition");
- $250,000 in capital to the
Company in the form of a promissory note payable within 30 days of
closing;
- Employment Agreements with Kyle
Tracey and Michael Cook of
HIVE Ceramics for employment by the Company;
- Authorization and issuance of 500,000 shares of preferred stock
to HIVE Ceramics, LLC. This preferred stock shall be subject
to the following terms:
- Voting Rights: each share of preferred stock is entitled
to 15 votes (7.5 million votes in the aggregate);
- Initial Conversion Ratio. Each share of preferred stock
shall initially be convertible into one share of common stock
(500,000 shares of common stock in the aggregate);
- Conversion Ratio Adjustment. On the two year anniversary
of the Acquisition the preferred stock conversion ratio shall be
adjusted as follows: a one-time pro rata adjustment of up to
ten-for-one (10-1) based upon the Company generating aggregate
gross revenues over the two years of at least $8,000,000 (e.g. If the Company generates only
$4,000,000 in aggregate gross
revenues over the two year period then the convertible ratio will
adjust to 5-1). In no event will the issuance convert into
more than 5,000,000 shares of common stock of the Company; and
2. Such other matters as may lawfully be brought before the
meeting.
NOTE: The full Asset Purchase Agreement with HIVE
Ceramics has been field as an exhibit to the Form 8-K filed today
which is available online on the www.SEC.gov website or at
www.vapeholdings.com/investor-information under the "SEC Filings"
tab. This Notice is qualified by reference to the complete
terms of the Asset Purchase Agreement.
"I look forward to meeting and addressing the shareholders of
our Company and to come to a final determination as to Vape's
future with Hive Ceramics," Kyle
Tracey, CEO, Vape Holdings, Inc.
For more information on Vape Holdings, please visit:
www.VapeHoldings.com
From time to time, Vape Holdings will provide market updates and
news via its website http://www.vapeholdings.com/ or the Company's
Facebook page at http://on.fb.me/1d5c7iO
Cautionary Language Concerning Forward-Looking
Statements
This release contains "forward-looking
statements" that include information relating to future events and
future financial and operating performance. The words "may,"
"would," "will," "expect," "estimate," "can," "believe,"
"potential" and similar expressions and variations thereof are
intended to identify forward-looking statements. Forward-looking
statements should not be read as a guarantee of future performance
or results, and will not necessarily be accurate indications of the
times at, or by, which that performance or those results will be
achieved. Forward-looking statements are based on information
available at the time they are made and/or management's good faith
belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. Important factors
that could cause these differences include, but are not limited to:
fluctuations in demand for Vape Holdings' products, the
introduction of new products, the Company's ability to maintain
customer and strategic business relationships, the impact of
competitive products and pricing, growth in targeted markets, the
adequacy of the Company's liquidity and financial strength to
support its growth, and other information that may be detailed from
time-to-time in Vape Holdings' filings with the United States
Securities and Exchange Commission. Examples of such
forward-looking statements in this release include statements
regarding future sales, costs and market acceptance of products as
well as regulatory actions at the State or Federal level. For
a more detailed description of the risk factors and uncertainties
affecting Vape Holdings please refer to the Company's Securities
and Exchange Commission filings, which are available at
www.sec.gov. Vape Holdings undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
SOURCE Vape Holdings, Inc.