HCMC Healthier Choices Management Corporation (PK)

 

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 21, 2016

 

 

VAPOR CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-36469		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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 21, 2016, Vapor Corp. (the “Company”) held a special meeting (the “Special Meeting”) of its stockholders. At the Special Meeting, the stockholders approved 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-10,000 and 1-for-20,000, such ratio to be determined by the board of directors of the Company (the “Board”) (the “Reverse Stock Split”).

 

The Board has the discretion to implement the Reverse Stock Split at any time prior to April 15, 2017.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Special Meeting, stockholders representing 41,164,511 (69.91%) shares of the Company’s issued and outstanding shares of common stock were present in person or by proxy, representing a quorum for the purposes of the Special Meeting. The matters voted on at the Special Meeting and the results of the votes were as follows:

 

1.	The stockholders approved an amendment to the Certificate of Incorporation to effect the Reverse Stock Split.

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
32,147,736		9,000,293		19,481		—

 

2.	The stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies in the event the stockholders did not approve the Reverse Stock Split proposals.

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
32,149,314		8,836,772		181,424		—

 

Item 8.01 Other Events

 

On March 21, 2016, the Company issued a press release announcing the results of its Special Meeting of Stockholders. 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 Number		Description
99.1		Press release dated March 21, 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.

 

	VAPOR CORP.
Date: March 21, 2016	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman
		Chief Executive Officer

 

 

EXHIBIT INDEX

 

 

Exhibit Number		Description
99.1		Press release dated March 21, 2016

 

 

Exhibit 99.1

 

 

Investor Contacts:

Gina Hicks

Chief Financial Officer

Phone: 888-482-7671

ghicks@vpco.com

 

VAPOR CORP. ANNOUNCES RESULTS OF SPECIAL MEETING

 

DANIA BEACH, Fla., Mar. 21, 2016 — Vapor Corp. (OTCQB: VPCOD) ("Vapor" or the “Company”), a leading U.S.-based distributor and retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, today announced the results of its Special Meeting of Stockholders scheduled for Monday, March 21, 2016. At the Special Meeting, Vapor’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-10,000 and 1-for-20,000, such ratio to be determined by the board of directors of the Company (the “Reverse Stock Split”). The Board has the discretion to implement the Reverse Stock Split at any time prior to April 15, 2017.

 

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 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