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 12, 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, Vapor Corp. (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 through February 11, 2016, 879,401 shares
of Series A Convertible Preferred Stock have been converted and the Company has issued 35,184,360 shares of its common stock to
settle these conversions. In addition, 1,636,187 Series A Warrants have been exercised through the cashless exercise provision
in the Series A Warrant resulting in the issuance of 465,216,627 shares of the Company’s common stock. As of the close of
business February 11, 2016, there are 475,597,698 shares of the Company’s common stock issued and outstanding.
As of February 11, 2016, there were 61,014 shares of Series
A Convertible Preferred Stock outstanding and 56,890,444,669 shares of common stock issuable upon full exercise of the Company’s
73,596,953 Series A Warrants. The shares issuable upon exercise of the Series A Warrants are calculated (1) using a Black Scholes
Value of $1.0822 per share and a closing stock price of $0.0014 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 4,524,402,302 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 or if the
Company fails to meet certain conditions set forth in the 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.
Item 8.01 Other Events
On February 12, 2016, The issued a press release
announcing that it was notified by Nasdaq on the afternoon of February 11, 2016 that trading of the Company’s common stock
would be halted. A copy of the press release is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
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Exhibit |
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99.1 |
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Press release dated February 12, 2016 |
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 12, 2016 |
By: |
/s/ Jeffrey Holman |
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Jeffrey Holman |
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Chief Executive Officer |
Exhibit 99.1
Investor Contacts:
Gina Hicks
Chief Financial Officer
Phone: 888-482-7671
ghicks@vpco.com
VAPOR
CORP. ANNOUNCES HALT IN TRADING OF ITS COMMON STOCK
DANIA
BEACH, Fla., Feb. 12, 2016 -- Vapor Corp. (NASDAQ CM:VPCO) (the "Company"), a leading U.S.-based distributor and
retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, was notified by
Nasdaq on the
afternoon of February 11, 2016 that trading of the Company’s common stock would be halted. The trading halt related to the
trading volume and share price of the Company’s common stock. Nasdaq has not indicated to the Company when trading
of the Company’s common stock would resume. The Company's board of directors is reviewing its options and the Company
will continue to make efforts to return its common stock to normal trading status on this exchange or another trading market as
quickly as possible. Holders of the Company’s Series A Convertible Preferred Stock and
Series A Warrants should contact their brokers or the Company with respect to their conversion and exercise options.
About
Vapor Corp.
Vapor
Corp., a Nasdaq company, is a U.S. based distributor and retailer of vaporizers, e-liquids and electronic cigarettes. It recently
acquired the retail store chain “The Vape Store” as part of a merger with Vaporin, Inc. The Company’s innovative
technology enables users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide. Vapor Corp. has a streamlined supply
chain, marketing strategies and wide distribution capabilities to deliver its products. The Company’s brands include VaporX®,
Krave®, Hookah Stix® and Vaporin™ and are distributed to retail stores throughout the U.S. and Canada. The Company
sells direct to consumer via e-commerce and Company-owned brick-and-mortar retail locations operating under “The Vape Store”
brand.
Safe
Harbor Statement
Safe
Harbor Statements under the Private Securities Litigation Reform Act of 1995: The Material contained in this press release
may include statements that are not historical facts and are considered “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Vapor Corp.’s
current views about future events, financial performances, and project development. These “forward-looking”
statements are identified by the use of terms and phrases such as “will,” “believe,”
“expect,” “plan,” “anticipate,” and similar expressions identifying forward-looking
statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks,
uncertainties, and other factors that could cause actual results to differ materially from Vapor’s expectations. These
risk factors include, but are not limited to, the risks and uncertainties identified by Vapor Corp. under the headings
“Risk Factors” in its latest Annual Report on Form 10-K. These factors are elaborated upon and other factors may
be disclosed from time to time in Vapor Corp.’s filings with the Securities and Exchange Commission. Vapor Corp.
expressly does not undertake any duty to update forward-looking statements.
SOURCE Vapor Corp.
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