Current Report Filing (8-k)
June 14 2016 - 12:40PM
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): June 13, 2016
VAPE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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333-163290
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90-0436540
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(State
of other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5304
Derry Ave., Suite C
Agoura
Hills, CA 91301
(Address
of principal executive office)
1-877-827-3959
(Registrant's
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last report)
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 (
see
General Instruction A.2. below):
☐ 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
3.02 Unregistered Sales of Equity Securities.
On
June 13, 2016, Vape Holdings, Inc., a Delaware corporation (the “Company”), issued 20,235,000 shares of its common
stock pursuant to a partial conversion of a convertible note. The aforementioned issuance was made pursuant to the noteholder’s
conversion of $28,936.05 of the debt.
The
original issuance of the above convertible note, and its subsequent assignment, were previously disclosed on our Current Reports
on Form 8-K dated August 11, 2015 and March 15, 2016, and in our Quarterly Report on Form 10-Q dated August 14, 2015, respectively,
which disclosures are incorporated by reference herein.
In
making the above sales without registration, we relied upon the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
As
of June 13, 2016, the total number of shares outstanding of the Company’s common stock was 406,335,168.
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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VAPE
HOLDINGS, INC.
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Dated:
June 13, 2016
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By:
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/s/
Justin
Braune
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Justin
Braune
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Duly
Authorized Officer, Chief Executive Officer
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