HCMC Healthier Choices Management Corporation (PK)

On April 11, 2016, Vapor Inc. (the “Company”), entered into a Business Sale Offer and Acceptance Agreement (the “Purchase Agreement”) with Ada’s Whole Food Market LLC (“Seller”).  Under the Purchase Agreement, the Company will, following satisfaction or waiver of applicable conditions to closing, purchase certain assets and assume certain liabilities related to Ada’s Natural Market grocery store in Fort Myers, Florida. The Company intends to continue to operate the grocery store under its existing name. The cash purchase price under the Purchase Agreement is approximately $3.0 million, with an adjustment for the value of inventory at closing.  In addition, the Company will assume certain lease obligations and will enter into an employment agreement with the store manager.

The Purchase Agreement contains customary representations, warranties, and covenants of Seller and the Company, including covenants by Seller to continue to operate the stores in the ordinary course of business until the closing.  The Purchase Agreement also includes restrictive covenants and termination rights for the benefit of the Company.

The parties’ obligations to consummate the transactions contemplated by the Purchase Agreement are subject to the satisfaction or waiver of certain conditions, including obtaining required consents, the absence of any injunction or governmental investigation that prohibits or seeks to prohibit the consummation of the transactions or that would require the Company to take certain actions, and the absence of a material adverse effect on the business to be acquired.  The transaction is expected to close on or about June 1, 2016. The transaction is not subject to approval by the Company’s stockholders and is not subject to a financing condition. On May 17, 2016, the Company waived the right to terminate the Purchase Agreement at its sole discretion based upon its due diligence findings.

There is no material relationship between the Company, on the one hand, and Seller, on the other hand, other than in respect of the Purchase Agreement.

A copy of the Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement.