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): March 4, 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 |
|
(Commission |
|
(I.R.S. Employer |
of Incorporation) |
|
File Number) |
|
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information
regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated
by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On January 28, 2016, Vapor Corp. (the “Company”)
held a special meeting (the “Special Meeting”) of its stockholders, which meeting was adjourned to February
1, 2016. At the Special Meeting, the stockholders approved, among other things, an amendment to the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of
the Company’s common stock at a ratio between 1-for-10 and 1-for-70, such ratio to be determined by the board of directors
of the Company (the “Board”) (the “Reverse Stock Split”). The Board approved the Reverse
Stock Split at a ratio of 1-for-70, such Reverse Stock Split to be effective at 5:00 pm EST on March 8, 2016.
On March 4, 2016, the Company filed a Certificate of Amendment
to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware,
which will effect the Reverse Stock Split on March 8, 2016 at 5:00 pm EST.
As a result of the Reverse Stock Split, every seventy (70) shares
of the Company’s issued and outstanding common stock, par value $0.0001 was converted into one (1) share of common stock,
par value $0.0001 reducing the number of issued and outstanding shares of the Company’s common stock from approximately 973
million to approximately 13.9 million.
No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse
stock split shares of the Company’s common stock not evenly divisible by seventy, will have the number of post-reverse split
shares of the Company’s common stock to which they are entitled rounded up to the next whole number of shares of the Company’s
common stock. No stockholders will receive cash in lieu of fractional shares.
Pursuant to the terms of the Company’s Series A Convertible
Preferred Stock (the “Series A Preferred Shares”), the conversion price at which Series A Preferred Shares may
be converted into shares of common stock will be proportionately adjusted to reflect the Reverse Stock Split. In addition, pursuant
to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under of
all of the Company’s outstanding stock options and warrants to purchase shares of common stock (including , in the case of
the Series A Warrants, an adjustment to the Closing Bid Price formula for any cashless exercises which occur after the Reverse
Stock Split but which reference to a pre-Reverse Stock Split Closing Bid Price), and the number of shares reserved for issuance
pursuant to the Company’s equity compensation plans will be reduced proportionately.
The above description of the Amendment and the Reverse Stock
Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Amendment, a copy of which
is attached hereto as Exhibit 3.1.
Quotation of the Company’s common
stock on the the OTC Pink – Current Information Tier on a split-adjusted basis is expected to begin at the opening of trading
on March 9, 2016. The trading symbol for the common stock will be “VPCOD.” The new CUSIP number for the Common
Stock following the Reverse Stock Split is 922099601.
Item 8.01 Other Events
On March 8, 2016, the Company issued a press
release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
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3.1 |
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vapor Corp. |
99.1 |
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Press release dated March 8, 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: March 8, 2016 |
By: |
/s/ Gina Hicks |
|
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Gina Hicks |
|
|
Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
|
Description |
|
|
3.1 |
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vapor Corp. |
99.1 |
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Press release dated March 8, 2016 |
Exhibit 3.1
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Delaware |
Page 1 |
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The First State |
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I, JEFFREY W. BULLOCK, SECRETARY
OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF
“VAPOR CORP.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF MARCH, A.D. 2016, AT 4:25 O`CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE
HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.
|
|
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5455438 8100
SR# 20161503164 |
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Authentication: 201935163
Date: 03-04-16 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF VAPOR CORP.
Vapor Corp. (the “Company”),
a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General
Corporation Law”), hereby certifies as follows:
1. Pursuant to Sections
242 and 228 of the Delaware General Corporation Law, the amendment herein set forth has been duly approved by the Board of Directors
and holders of a majority of the outstanding capital stock of the Company.
2. Section 4 of the
Certificate of Incorporation is amended to read as follows:
“4. The total number of shares
of stock which the Corporation is authorized to issue is 5,001,000,000. 5,000,000,000 shares shall be common stock, par value $0.0001
per share (“Common Stock”), and 1,000,000 shall be preferred stock, par value $0.001 per share (“Preferred
Stock”). Except as otherwise provided in this Corporation’s Certificate of Incorporation, authority is hereby
vested in the Board of Directors of the Corporation from time to time to provide for the issuance of shares of one or more series
of Preferred Stock and in connection therewith to fix by resolution or resolutions providing for the issue of any such series,
the number of shares to be included therein, the voting powers thereof, and such of the designations, preferences and relative
participating, optional or other special rights and qualifications, limitations and restrictions of each such series, including,
without limitation, dividend rights, voting rights, rights of redemption, or conversion into Common Stock rights, and liquidation
preferences, to the fullest extent now or hereafter permitted by the Delaware General Corporation Law and any other provisions
of this Amended and Restated Certificate of Incorporation. The Board of Directors is further authorized to increase or decrease
(but not below the number of such shares of such class or series then outstanding) the number of shares of any such class or series
subsequent to the issuance of shares of that class or series.
Upon the effectiveness of this Certificate
of Amendment to the Certificate of Incorporation of the Corporation, every seventy (70) shares of the Corporation’s issued
and outstanding Common Stock, par value $0.0001 per share, that are issued and outstanding immediately prior to March 8, 2016 shall,
automatically and without any further action on the part of the Corporation or the holder thereof, be combined into one (1) validly
issued, fully paid and non-assessable share of the Corporation’s Common Stock, par value $0.0001 per share, provided that
in the event a stockholder would otherwise be entitled to a fraction of a share of Common Stock pursuant to the provisions of this
Article, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares
shall be issued.”
3. This Certificate
of Amendment to the Certificate of Incorporation was duly adopted and approved by the stockholders of this Company on the 1st
day of February, 2016 in accordance with Section 242 of the Delaware General Corporation Law.
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:25 PM 03/04/2016
FILED 04:25 PM 03/04/2016
SR 20161503164 - File Number
5455438
IN WITNESS WHEREOF, the undersigned has
executed this Certificate of Amendment to the Certificate of Incorporation as of the 4th day of March, 2016.
|
By: |
/s/ Jeffrey Holman |
|
|
Jeffrey Holman,
Chief Executive Officer |
Exhibit 99.1
Investor Contacts:
Gina Hicks
Chief Financial Officer
Phone: 888-482-7671
ghicks@vpco.com
Vapor
Corp. Announces Reverse Stock Split
DANIA BEACH, Fla., March 8, 2016 /PRNewswire/ -- Vapor
Corp. (OTC Pink – Current Information Tier: VPCO) (the “Company”), a leading U.S.-based distributor and
retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, today announced that effective at 5:00 pm, Eastern Time, on
March 8, 2016 (the “Effective Time”), the Company will effect a one-for-70 reverse stock split of its outstanding
common stock. On February 1, 2016, the Company’s stockholders approved (1) an amendment to the Company’s Amended
and Restated Certificate of incorporation to effect the reverse stock split at a ratio between 1-for-10 and 1-for-70 and (2)
an increase in the number of shares of common stock authorized for issuance. The Board of Directors approved the
implementation of a reverse stock split and determined the appropriate reverse stock split ratio to be 1-for-70. The
Company’s common stock will be quoted on the OTC Pink-Current Information Tier on March 9, 2016 on a post-split
basis.
As a result of the reverse stock split, every 70
shares of the Company’s common stock issued and outstanding as of the Effective Time will be consolidated into one issued
and outstanding share, except to the extent that the reverse stock split results in any of the Company’s stockholders owning
a fractional share, which would be rounded up to the next highest whole share
Quotation of the Company’s common stock will
continue, on a split-adjusted basis, with the opening of the markets on Wednesday, March 9, 2016, under the trading symbol
“VPCOD” under a new CUSIP number 922099601. The reverse stock split reduces the number of shares of the Company’s
common stock outstanding from approximately 973 million pre-reverse split shares to approximately 13.9 million post-reverse split.
Stockholders of record who hold physical certificates should submit
their old certificates to the Company’s transfer agent, Equity Stock Transfer, LLC, in order to obtain new certificates.
Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse
stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the
reverse stock split. Equity Stock Transfer, LLC can be reached at (212) 575 5757.
Additional information about the reverse stock split can be found
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 11, 2016, a copy
of which is available at www.sec.gov or at www.vapor-corp.com under the SEC Filings tab located on the Investors page.
About
Vapor Corp.
Vapor
Corp. 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
3001
Griffin Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax:
1.888.882.7095
www.vapor-corp.com
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.
3001
Griffin Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax:
1.888.882.7095
www.vapor-corp.com
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