Current Report Filing (8-k)
February 08 2016 - 9:44AM
Edgar (US Regulatory)
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):
February 5, 2016
VAPOR CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
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001-36469 |
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84-1070932 |
(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
3001 Griffin Road
Dania Beach, Florida 33312
(Address of Principal Executive Office) (Zip
Code)
(888) 766-5351
(Registrant’s telephone number, including
area code)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
As disclosed previously, the Company closed a registered public
offering of 3,761,657 Units (“Units”) pursuant to a prospectus dated July 23, 2015. Each Unit consisted of one-fourth
of a share of Series A Convertible Preferred Stock and 20 Series A Warrants. Each one-fourth share of Series A Convertible Preferred
Stock will be convertible into 10 shares of common stock and each Series A Warrant will be exercisable into one share of common
stock at an initial exercise price of $1.24 per share. The Units separated into the Series A Convertible Preferred Stock and Series
A Warrants as of January 25, 2016.
From January 25, 2016 to the date
of this report, 875,736 shares of Series A Convertible Preferred Stock have been converted
and the Company has issued 35,029,440 shares of its common stock to settle these conversions. In addition, 815,272 Series
A Warrants have been exercised through the cashless exercise provision in the Series A Warrant resulting in the issuance
of 47,354,336 shares of the Company’s common stock. As of the date of this report, there are 92,757,716
shares of the Company’s common stock issued and outstanding.
As of the date of this report, there are 64,679 shares of Series
A Convertible Preferred Stock outstanding and 9,367,975,217 shares of common stock issuable upon full exercise of the Company’s
Series A Warrants. The shares issuable upon exercise of the Series A Warrants are calculated (1) using a Black Scholes Value of
$1.0826 per share and a closing stock price of $0.0086 per share and (2) assuming the Company delivers only common stock
upon exercise of the Series A Warrants and not cash payments as permitted under the terms of the Series A Warrants. As of the date
of this report, the Company has 4,907,242,284 shares of common stock available for future issuances. In the future, if a sufficient
number of shares of common stock were not available for issuance upon exercise of any Series A Warrants, the Company would be required
to elect to make cash payments to satisfy its obligations pursuant to the Series A Warrants.
The information in this Item 7.01 furnished
herewith is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall such information
be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as otherwise stated in such filing.
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.
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VAPOR CORP. |
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Date: February 5, 2016 |
By: |
/s/ Jeffrey Holman |
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Name: |
Jeffrey Holman |
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Title: |
Chief Executive Officer |
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