UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: March 16, 2016
(Date of earliest event reported: March 10, 2016)
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BREATHE ECIG CORP.
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(Exact Name of Registrant as Specified in its Charter)
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Nevada
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333-178624
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37-1640902
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(COMMISSION FILE NO.)
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(IRS EMPLOYEE
IDENTIFICATION NO.)
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39 Old Ridgebury Road, Suite C4
Danbury, CT 06810
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(917) 796-9926
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(REGISTRANT’S TELEPHONE NUMBER)
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(FORMER NAME, IF CHANGED SINCE LAST REPORT
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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):
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act
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Entry into Material Definitive Agreement
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On March 10, 2016, Breathe Ecig Corp., a Nevada corporation (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Giovanni Comito and Peter Comito (the “Plaintiffs”) respect to Case No. 15-cv-62653-BB filed in United States District Court for the Southern District of Florida (the “Court”). The Settlement Agreement has an effective date of March 9, 2016 and was approved by the Court on March 14, 2016.
Under terms of the Settlement Agreement, the Company will transfer its portfolio of intellectual property to the Plaintiffs in exchange for the termination of all pending litigation. The Company will retain ownership of the name “Breathe” and related trademarks. Additionally, the Company will issue to the Plaintiffs and their affiliated parties 85,832,640 shares of the Company’s common stock, par value $0.001 (the “Settlement Shares”). The Settlement Shares will be “restricted securities” as defined by the Securities Act of 1933, as amended (the “Securities Act”).
Under the terms of the Settlement Agreement, the Company retired $1,000,000 in promissory notes due to the Plaintiffs. The debt retirement will be reflected in the Company’s Form 10-Q for the quarterly period ended March 31, 2016. Both the Company and the Plaintiffs released all claims each may have against the other except for disputes which may arise under the Settlement Agreement.
On March 14, 2016, the Company issued a press release regarding the Settlement Agreement. A copy of such press release is attached to this Current Report on Form 8-K (this “Form 8-K”) as Exhibit 99.1.
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Unregistered Sales of Equity Securities |
Reference is made to the disclosure under Item 1.01 of this Form 8-K, which is incorporated in this Item 3.02 by reference.
The shares of Common Stock will be issued in reliance upon an exemption from registration provided by Section 4(2) of the Securities Act since no general solicitation or advertising was conducted by us in connection with the offering of any of the shares, all shares to be purchased in the offering will be “restricted” in accordance with Rule 144 of the Securities Act and each of the investors are “accredited” as defined under the Securities Act. This Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy any equity of the Company.
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Submission of Matters to a Vote of Security Holders |
On February 25, 2016, the Company began soliciting written consents from its stockholders pursuant to its Consent Solicitation Statement on Schedule 14A, filed with the Securities and Exchange Commission on February, 2016 (the “Consent Solicitation Statement”), to approve an amendment to the Company’s Articles of Incorporation to increase the number of the Company’s authorized shares of common stock, par value $0.001 per share (“Common Stock”), from 500 million shares to 8 billion shares (the “Amendment”). As of March 14, 2016, the Company had received written consents approving the Amendment from holders of 248,671,893 shares of Common Stock, which votes represent more than the majority of the Company’s issued and outstanding shares of Common Stock as of the record date set for the Consent Solicitation Statement, required to approve the Amendment and 99.55% of stockholder consents received.
On March 15, 2016, the Company filed the Amendment with the Nevada Secretary of State. A copy of the Amendment is attached to this Form 8-K as Exhibit 3.1, and is incorporated by reference herein. Additionally, on March 15, 2016, the Company issued a press release regarding the approval of the Amendment. A copy of such press release is attached to this Form 8-K as Exhibit 99.2.
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Financial Statements and Exhibits |
(d) Exhibits
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3.1
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Certificate of Amendment to the Articles of Incorporation of Breathe Ecig Corp., dated March 15, 2016. |
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99.1
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Press release issued on March 14, 2016.
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99.2
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Press release issued March 15, 2016.
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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.
| Dated: March 16, 2016 |
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BREATHE ECIG CORP. |
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/s/ Seth M. Shaw |
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By: President & Chief Executive Officer |
Exhibit 3.1
Exhibit 99.1
Breathe Ecig Corp. Enters into Comprehensive Settlement Agreement in Federal Lawsuit Concerning the Transfer of Intellectual Property and the Retirement of $1,000,000 in Outstanding Promissory Notes
March 14, 2016 -- Miami, Florida -- Breathe Ecig Corp. (OTCQB: BVAP) ("Breathe" or "the Company"), currently manufacturing and operating in the electronic Cigarette industry, today announced the execution of a comprehensive settlement agreement ("the Settlement") with Giovanni Comito and Peter Comito ("Plaintiffs") with respect to Case No, 15-cv-62653-BB filed in United States District Court for the Southern District of Florida. Under terms of the Settlement, the Company will transfer its portfolio of Intellectual Property ("IP" or "Patents") to the Plaintiffs in exchange for the termination of all pending litigation. The Company will retain ownership of the name “Breathe” and related trademarks.
Additionally, if and when the shareholders of the Company agree to increase the number of authorized shares of the Company as currently contemplated by a currently pending Schedule 14A (including any amendments and extensions thereto), the Company agreed to issue to the Plaintiffs and their affiliated parties 85,832,640 shares of common stock (the “Settlement Shares”). The Settlement Shares will be “restricted securities” as defined by the Securities Act of 1933, as amended. If the Company is unable to approve an increase in its authorized shares in an amount sufficient to issue the Settlement Shares by May 9, 2016, the Plaintiffs may in their discretion enforce a confession of judgment against the Company in the amount of $4 million.
In addition, as a result of the Settlement, the Company has retired $1,000,000 in promissory notes due the Plaintiffs. The debt retirement will be reflected in the Company’s first quarterly report for 2016.
Breathe CEO Mr. Seth M. Shaw expressed, "The settlement of this lawsuit and the retirement of $1,000,000 of the Company's outstanding debt are two important and positive developments which will improve the Company’s overall financial condition. The Company is currently in discussions with two convertible note holders to restructure approximately $300,000 of remaining debt. Over the next several months management intends to phase out of the electronic cigarette business while simultaneously seeking to acquire new businesses and technologies."
DISCLAIMER - Caution Concerning Forward Looking Statements
This press release contains statements that are "Forward-Looking" in nature (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). All statements regarding the Company's financial position, potential, business strategy, plans and objectives for future operations are Forward-Looking statements. Many of these statements contain words such as "hopefully," "attempt," "goal," "aims," "may," "expect," "believe," "intend," "anticipate," "estimate," "continue," "would," "exceed," "should," "steady," "plan," "potential," "dramatic," and variations of such words and similar expressions identify Forward-Looking statements, but their absence does not mean that a statement is not a Forward-Looking statement. Because Forward-Looking statements involve future risks and uncertainties, there are many factors that could cause actual results to differ materially from those expressed or implied. The Company cannot predict the actual effect these factors will have on its results and many of the factors and their effects are beyond the Company's control. Any forward-looking statement made by the Company speaks only as of the date on which it is made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. Given these uncertainties, you should not rely on these forward-looking statements.
Information for the Educated Investor
For further information regarding these and other risks related to Breathe eCigs' business, investors should consult Breathe eCigs' filings with the Securities and Exchange Commission, available at http://www.sec.gov.
Contact
Mr. Seth M. Shaw
Interim Chairman and Chief Executive Officer
Breathe eCig Corp.
Email: seth@breathecig.com or sethsms47@aol.com
Cell: +1-917-796-9926
Exhibit 99.2
Breathe Ecig Corp. Shareholders Ratify Management's Restructuring Plan
March 15, 2016 -- New York, New York -- Breathe Ecig Corp. (OTCQB: BVAP) ("Breathe" or "the Company"), today announced that the Company’s shareholders approved management's restructuring plan to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 500 million to 8 billion shares. A Certificate of Amendment will now be filed with the Nevada Secretary of State.
The increase in the number of authorized shares will enable the Company to proceed with its plans to reduce and or settle a portion of its current outstanding liabilities as well as well as evaluate potential acquisition opportunities. The Company is currently in negotiations with two convertible note holders to restructure approximately $300,000 of outstanding debt.
Breathe CEO, Mr. Seth M. Shaw expressed, "The Company’s short-term goals are to settle the liabilities incurred by the previous management team and consider alternative strategies to restore and enhance shareholder value."
Lastly, the Company was able to approve this increase in its authorized shares in an amount sufficient to issue the 85,832,640 shares of common stock to Giovanni and Peter Comito (collectively, "the Comitos") due to the Comitos under the previously disclosed Settlement Agreement. Since this approval to increase the authorized occurred prior to May 9, 2016, the Company will be able to satisfy this provision of the Settlement Agreement without triggering the $4 million confession of judgement.
DISCLAIMER - Caution Concerning Forward Looking Statements
This press release contains statements that are "Forward-Looking" in nature (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). All statements regarding the Company's financial position, potential, business strategy, plans and objectives for future operations are Forward-Looking statements. Many of these statements contain words such as "hopefully," "attempt," "goal," "aims," "may," "expect," "believe," "intend," "anticipate," "estimate," "continue," "would," "exceed," "should," "steady," "plan," "potential," "dramatic," and variations of such words and similar expressions identify Forward-Looking statements, but their absence does not mean that a statement is not a Forward-Looking statement. Because Forward-Looking statements involve future risks and uncertainties, there are many factors that could cause actual results to differ materially from those expressed or implied. The Company cannot predict the actual effect these factors will have on its results and many of the factors and their effects are beyond the Company's control. Any forward-looking statement made by the Company speaks only as of the date on which it is made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. Given these uncertainties, you should not rely on these forward-looking statements.
Information for the Educated InvestorFor further information regarding these and other risks related to Breathe eCigs' business, investors should consult Breathe eCigs' filings with the Securities and Exchange Commission, available at http://www.sec.gov.
ContactMr. Seth M. Shaw
Interim Chairman and Chief Executive Officer
Breathe eCig Corp.
Email: seth@breathecig.com or sethsms47@aol.com
Cell: +1-917-796-9926
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