Current Report Filing (8-k)
May 03 2016 - 10:10AM
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):
May 3, 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
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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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 8.01
Other Events
On May 3, 2016,
Vapor Corp. (the “Company”) issued a press release announcing that the Series A Warrant Standstill Agreements (the
“Amended Standstill Agreements”) have been amended and restated pursuant to which, among other things, each holder
(each, a “Holder”) of the Series A Warrants agreed not to exercise their Series A Warrants pursuant to the "cashless
exercise" provisions of the Series A Warrants prior to the earlier of (1) June 2, 2016, or (2) the date the Company completes
its previously approved reverse stock split (the “Standstill Date”). Pursuant to the terms of the Amended Standstill
Agreements, in the event the reverse stock split does not occur prior to June 2, 2016, the Holders agree to receive only common
stock (and not cash) pursuant to any exercise of their Series A Warrants until the date of the reverse stock split. For the period
through the Standstill Date, the number of Series A Warrants the Holders would have been permitted to exercise will roll over and
cumulate and will be exercisable after the Standstill Date. More than 85% of the Series A Warrants are subject to the Amended Standstill
Agreement.
A copy of this press release is included as Exhibit 99.1 to
this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description
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99.1
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Press release dated May 3, 2016 regarding the Third Amended and Restated Series A Warrant Standstill Agreement
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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: May 3, 2016
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By:
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/s/ Jeffrey E. Holman
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Jeffrey E. Holman
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Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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99.1
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Press release dated May 3, 2016 regarding the Third Amended and Restated Series A Warrant Standstill Agreement
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