Securities Registration (section 12(b)) (8-a12b)
July 27 2015 - 4:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
VAPOR
CORP. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
84-1070932 |
(State
of incorporation
or organization) |
|
(I.R.S.
Employer
Identification No.) |
|
|
|
3001
Griffin Road, Dania Beach, Florida |
|
33312 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered |
|
Name
of each exchange on which
each
class is to be registered |
Units,
each consisting of (i) one-fourth of a share of Series A Convertible Preferred Stock, par value $0.001 per share, which is
convertible into 10 shares of common stock, $0.001 per share, and (ii) 20 Series A Warrants to purchase one share of common
stock. |
|
The
NASDAQ Stock Market LLC |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. [ ]
Securities
Act registration statement file number to which this form relates:
333-
204599 |
(if
applicable) |
Securities
to be registered pursuant to Section 12(g) of the Act:
None |
(Title
of Class) |
|
|
(Title
of Class) |
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be Registered.
This
registration statement relates to the registration with the Securities and Exchange Commission (the “SEC”) of units
(the “Units”) of Vapor Corp., a Delaware corporation (the “Registrant”), with each Unit consisting of
one-fourth of a share of our Series A Convertible Preferred stock and 20 Series A Warrants. The description of the Units set forth
under the caption “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File
No. 333-204599) originally filed with the Securities and Exchange Commission on June 1, 2015 and as subsequently amended, together
with the description set forth under such caption included in the form of prospectus subsequently filed by the Registrant with
the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 is incorporated herein by this
reference in response to this item.
Item
2. Exhibits.
|
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished |
Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date
|
|
Number |
|
Herewith |
3.1 |
|
Certificate of
Incorporation |
|
8-K |
|
12/31/13 |
|
3.3 |
|
|
3.2 |
|
Amendment to the
Certificate of Incorporation |
|
S-1 |
|
7/10/15 |
|
3.2 |
|
|
3.3 |
|
Bylaws |
|
8-K |
|
12/31/13 |
|
3.4 |
|
|
3.4 |
|
Certificate of Designation of Series A Convertible Preferred Stock |
|
S-1 |
|
7/10/15 |
|
3.4 |
|
|
3.5 |
|
Certificate of Correction to the Certificate of Designation of Series
A Convertible Preferred Stock |
|
|
|
|
|
|
|
Filed |
4.1 |
|
Specimen Common
Stock Certificate |
|
S-1 |
|
7/10/15 |
|
4.1 |
|
|
4.2 |
|
Form of Series
A Warrant |
|
S-1 |
|
7/20/15 |
|
4.2 |
|
|
4.3 |
|
Form of Unit Purchase
Option |
|
S-1 |
|
7/10/15 |
|
4.3 |
|
|
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
VAPOR
CORP. |
|
|
|
Date:
July 27, 2015 |
By: |
/s/
Jeffrey Holman |
|
Name: |
Jeffrey Holman |
|
Title: |
Chief Executive
Officer |
EXHIBIT
INDEX
|
|
|
|
Incorporated
by Reference |
|
Filed
or Furnished |
Exhibit
# |
|
Exhibit
Description |
|
Form
|
|
Date
|
|
Number
|
|
Herewith |
3.1 |
|
Certificate of
Incorporation |
|
8-K |
|
12/31/13 |
|
3.3 |
|
|
3.2 |
|
Amendment to the
Certificate of Incorporation |
|
S-1 |
|
7/10/15 |
|
3.2 |
|
|
3.3 |
|
Bylaws |
|
8-K |
|
12/31/13 |
|
3.4 |
|
|
3.4 |
|
Certificate of Designation of Series A Convertible Preferred Stock |
|
S-1 |
|
7/10/15 |
|
3.4 |
|
|
3.5 |
|
Certificate of Correction to the Certificate of Designation of Series
A Convertible Preferred Stock |
|
|
|
|
|
|
|
Filed |
4.1 |
|
Specimen Common
Stock Certificate |
|
S-1 |
|
7/10/15 |
|
4.1 |
|
|
4.2 |
|
Form of Series
A Warrant |
|
S-1 |
|
7/20/15 |
|
4.2 |
|
|
4.3 |
|
Form of Unit Purchase
Option |
|
S-1 |
|
7/10/15 |
|
4.3 |
|
|
CERTIFICATE
OF CORRECTION TO THE
CERTIFICATE
OF DESIGNATION OF SERIES A
CONVERTIBLE
PREFERRED STOCK
Vapor
Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of
the State of Delaware.
DOES
HEREBY CERTIFY:
1. |
The
name of the corporation is Vapor Corp. |
|
|
2. |
That
a Certificate of Designation (the “Certificate”) was filed with the Secretary of State of Delaware on July 23,
2015 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State
of Delaware. |
|
|
3. |
The
inaccuracy or defect of said Certificate is: |
|
|
|
Due
to a scrivener’s error, Section 5 of the Certificate erroneously provided for a conversion amount of 10 shares for each
whole share of Series A Preferred Stock which should have been 40 shares for each whole share of Series A Preferred Stock. |
|
|
4. |
Section
5 of the Certificate is corrected to read as follows: |
5.
Conversion.
5.1
Right to Convert.
(a)
Right to Convert. Subject to the provisions of this Section 5, at any time and from time to time on or after the date that
is six months after the Date of Issuance, any holder of Series A Preferred Stock shall have the right by written election to the
Corporation to convert each whole share of Series A Preferred Stock held by such holder into 40 shares of Common Stock (and any
fraction of a share of Series A Preferred Stock shall convert into a proportionate amount of shares of Common Stock). Notwithstanding
anything to the contrary in this Certificate of Designation, the Series A Preferred Stock shall not be convertible until at least
30 days from the Date of Issuance (the “Earliest Conversion Date”).
(b)
Early Conversion. Subject to the provisions of this Section 5, if at any time after the Earliest Conversion Date, either
(i) the closing price of the Common Stock is greater than $2.48 per share (subject to adjustment for stock splits, stock dividends
or similar events) for 10 consecutive trading days (a “Trading Separation Trigger”), or (ii) the Units are delisted
from the Nasdaq Capital Market for any reason, then, at any time and from time to time after the 15th day after the Trading Separation
Trigger, or immediately after a Delisting Trigger (such applicable day, the “Early Conversion Trigger Date”), any
holder of Series A Preferred Stock shall have the right by written election to the Corporation and the Corporation’s transfer
agent, Equity Stock Transfer (the “Transfer Agent”), to convert each outstanding whole share of Series A Preferred
Stock held by such holder into 40 shares of Common Stock (and any fraction of a share of Series A Preferred Stock shall convert
into a proportionate amount of shares of Common Stock). The 10 consecutive trading day period calculation for the Trading Separation
Trigger may not commence until after the Earliest Conversion Date.
5.2
Fundamental Transaction Automatic Conversion. Subject to the provisions of this Section 5, if at any time and from time
to time on or after the Date of Issuance, the Corporation enters into or is party to a Fundamental Transaction, each whole share
of Series A Preferred Stock shall convert automatically into 40 shares of Common Stock (and any fraction of a share shall convert
into a proportionate amount of shares of Common Stock) immediately prior to consummation of such Fundamental Transaction. To the
extent such a conversion would be limited by Section 5.5, the holder shall be entitled to convert the Series A Preferred Stock
that it could not initially convert at a later date or dates, provided that at such later date or dates the limitation in Section
5.5 would no longer apply to the holder because such holder would no longer own in excess of the Maximum Percentage.
5. | All
other provisions of the Certificate remain unchanged. |
[Signature
Page Immediately Follows]
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Correction to the Certificate of Designation this 24th day
of July 2015.
|
VAPOR
CORP. |
|
|
|
|
By: |
|
|
|
Authorized
Officer |
|
|
|
|
Name: |
James
Martin |
|
|
(Print
or Type) |
|
|
|
|
Title: |
Chief
Financial Officer |
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