Jeffrey E. Holman
Martin T. Schrier, Esq.
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box
¨
.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
|
|
Jeffrey E. Holman
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
|
|
|
(a)
¨
|
|
|
(b)
¨
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
|
|
|
|
|
OO (see Item 3 below)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
|
|
|
|
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States of America
|
|
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
4,275,813,177 (see Item 5 below)
|
|
SHARES
|
8
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
-0-
|
|
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
4,275,813,177 (see Item 5 below)
|
|
WITH
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
4,275,813,177 (see Item 5 below)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
|
|
|
x
(Excludes shares issuable upon exercise of option agreement as described in Item 5 below, which is subject to a 19.99% blocker provision.)
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
19.99% (see Item 5 below)
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
IN
|
Item 1. Security and Issuer.
This Statement relates to the common stock,
par value of $0.0001 per share (“Common Stock”), of Vapor Corp., a Delaware corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 3800 North 28th Way, Hollywood, Florida 33020.
Item 2. Identity and Background.
|
|
(a)
|
Name
: Jeffrey E. Holman (the “Reporting Person”)
|
|
|
(b)
|
Business Address
: The Reporting Person’s business
address is c/o Vapor Corp., 3800 North 28th Way, Hollywood, Florida 33020.
|
|
|
(c)
|
Principal Occupation or Employment
: The Reporting
Person’s principal occupation is serving as Chairman and Chief Executive Officer of the Issuer.
|
|
|
(d)
|
Criminal Proceedings
: During the last five years
the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
|
(e)
|
Civil Proceedings
: During the last five years, the
Reporting Person was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
|
|
(f)
|
Citizenship
: The Reporting Person is a citizen of
the United States of America.
|
Item 3. Source and Amount of Funds or Other Considerations.
The Reporting Person’s securities
ownership in the Issuer is comprised of (1) one share of common stock which is held of record and (2) the following stock options
that are either presently exercisable or exercisable within 60 days of the date hereof and were granted in connection with the
Reporting Person’s service as an officer and director of the Issuer:
|
|
·
|
Stock options (right to purchase) with respect to 25,000,000,000
shares of Common Stock, at an exercise price of $0.0001 per share, granted February 2, 2017 by the Issuer’s Board of Directors
(does not include 25,000,000,000 shares subject to stock options owned by Mr. Holman that will become exercisable after 60 days).
|
As stated above, the stock options were
granted in connection with the Reporting Person’s service as an officer and director of the Issuer, and no additional consideration
was paid by the Reporting Person in connection with the receipt of such stock options.
Item 4. Purpose of Transaction.
As described in Item 3 above, the Reporting
Person acquired the securities identified in this Statement in connection with his service as an officer and director of the Issuer
and pursuant to the Issuer’s various equity compensation plans.
The option agreement includes a provision
that prevents the Reporting Person from exercising the option into common stock to the extent (but only to the extent) that such
conversion would result in the holder, or any of its affiliates, beneficially owning (as determined in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) more than 19.9% of the
Company’s outstanding Common Stock (the “Exercise Blocker”).
The Reporting Person beneficially owns
4,275,813,177 shares of Common Stock of the Issuer, comprised of one share of common stock held and options to purchase 4,275,813,176
shares of Common Stock that are exercisable as of the date hereof or within 60 days. The Reporting Person owns 19.99% of the Issuer’s
Common Stock, calculated based on 17,826,286,160 shares of Common Stock outstanding as of February 10, 2017 and assuming that the
shares of Common Stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). The foregoing excludes
20,724,186,824 shares of Common Stock issuable upon exercise of the option agreement of the Reporting Person. Without the Exercise
Blocker, the Reporting Person would be deemed to beneficially own 25,000,000,001 shares of Common Stock.
The securities described in this Statement
are being held by the Reporting Person for investment purposes. The Reporting Person may acquire additional Common Stock of the
Issuer through compensatory grants by the Issuer or through public or private purchases. The Reporting Person may exercise the
stock options described in Item 3 above and subsequently dispose of the underlying Common Stock or otherwise acquire or dispose
of additional securities of the Issuer, to the extent deemed advisable in light of his general investment strategies, market conditions,
or other factors.
In the ordinary course of his duties as
Chief Executive Officer and as the Chairman of the Board of Directors of the Issuer, the Reporting Person has and expects in the
future to discuss and to make decisions regarding plans or proposals with respect to the matters specified in clauses (a) through
(j) of this Item 4 with the Issuer.
Except as described in this Statement or in his capacity as
Chief Executive Officer or the Chairman of the Board of Directors of the Issuer, the Reporting Person has no plans or proposals
which relate to or would result in:
(a) The acquisition by any person
of additional securities of the issuer, or the disposition of securities of the issuer.
(b) An extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries.
(c) A sale or transfer of a material
amount of assets of the issuer or any of its subsidiaries.
(d) Any change in the present
board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board.
(e) Any material change in the
present capitalization or dividend policy of the issuer.
(f) Any other material change
in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940.
(g) Changes in the issuer’s
charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer
by any person.
(h) Causing a class of securities
of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of registered national securities association.
(i) A class of equity securities
of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
|
|
(a)
|
The Reporting Person beneficially owns 4,275,813,177 shares
of Common Stock of the Issuer, comprised of one share of common stock held and options to purchase 4,275,813,176 shares of Common
Stock that
|
are exercisable as of the date hereof or within 60 days. The
Reporting Person owns 19.99% of the Issuer’s Common Stock, calculated based on 17,826,286,160 shares of Common Stock outstanding
as of February 10, 2017 and assuming that the shares of Common Stock underlying the stock options are deemed outstanding pursuant
to SEC Rule 13d-3(d)(1)(i). The foregoing excludes 20,724,186,824 shares of Common Stock issuable upon exercise of the option agreement
of the Reporting Person. Without the Exercise Blocker, the Reporting Person would be deemed to beneficially own 25,000,000,001
shares of Common Stock.
|
|
(b)
|
The Reporting Person has the sole power to vote or direct
the vote, and to dispose or direct the disposition, 4,275,813,176 shares of Common Stock of the Issuer underlying the options
to purchase. The foregoing excludes 20,724,186,824 shares of Common Stock issuable upon exercise of the option agreement of the
Reporting Person. Without the Exercise Blocker, the Reporting Person would be deemed to have sole voting and dispositive power
over 25,000,000,001 shares of Common Stock.
|
|
|
(c)
|
The Reporting Person has not effected any transaction in
the Common Stock of the Issuer in the past sixty days.
|
|
|
(d)
|
No person, other than the Reporting Person, is known to
have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale, of the Common Stock
underlying the options to purchase identified in this Statement.
|
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Except as set forth above or set forth
in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other
person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
10.1
|
|
Option Award Agreement dated February 2, 2017.
|
Signature
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Dated: February 13, 2017
|
/s/ Jeffrey E. Holman
|
|
|
Name: Jeffrey E. Holman
|
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).