UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
| VAPOR CORP. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 84-1070932 | |
|
(State
of incorporation
or organization) |
(I.R.S.
Employer
Identification No.) |
|
| 3001 Griffin Road, Dania Beach, Florida | 33312 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
|
| Units, each consisting of (i) one-fourth of a share of Series A Convertible Preferred Stock, par value $0.001 per share, which is convertible into 10 shares of common stock, $0.001 per share, and (ii) 20 Series A Warrants to purchase one share of common stock. | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
| 333- 204599 |
| (if applicable) |
Securities to be registered pursuant to Section 12(g) of the Act:
| None |
| (Title of Class) |
| (Title of Class) |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
This registration statement relates to the registration with the Securities and Exchange Commission (the “SEC”) of units (the “Units”) of Vapor Corp., a Delaware corporation (the “Registrant”), with each Unit consisting of one-fourth of a share of our Series A Convertible Preferred stock and 20 Series A Warrants. The description of the Units set forth under the caption “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-204599) originally filed with the Securities and Exchange Commission on June 1, 2015 and as subsequently amended, together with the description set forth under such caption included in the form of prospectus subsequently filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 is incorporated herein by this reference in response to this item.
Item 2. Exhibits.
| Incorporated by Reference |
Filed
or
Furnished |
|||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Certificate of Incorporation | 8-K | 12/31/13 | 3.3 | ||||||
| 3.2 | Amendment to the Certificate of Incorporation | S-1 | 7/10/15 | 3.2 | ||||||
| 3.3 | Bylaws | 8-K | 12/31/13 | 3.4 | ||||||
| 3.4 | Certificate of Designation of Series A Convertible Preferred Stock | S-1 | 7/10/15 | 3.4 | ||||||
| 3.5 | Certificate of Correction to the Certificate of Designation of Series A Convertible Preferred Stock | Filed | ||||||||
| 4.1 | Specimen Common Stock Certificate | S-1 | 7/10/15 | 4.1 | ||||||
| 4.2 | Form of Series A Warrant | S-1 | 7/20/15 | 4.2 | ||||||
| 4.3 | Form of Unit Purchase Option | S-1 | 7/10/15 | 4.3 | ||||||
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| VAPOR CORP. | ||
| Date: July 27, 2015 | By: | /s/ Jeffrey Holman |
| Name: | Jeffrey Holman | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Certificate of Incorporation | 8-K | 12/31/13 | 3.3 | ||||||
| 3.2 | Amendment to the Certificate of Incorporation | S-1 | 7/10/15 | 3.2 | ||||||
| 3.3 | Bylaws | 8-K | 12/31/13 | 3.4 | ||||||
| 3.4 | Certificate of Designation of Series A Convertible Preferred Stock | S-1 | 7/10/15 | 3.4 | ||||||
| 3.5 | Certificate of Correction to the Certificate of Designation of Series A Convertible Preferred Stock | Filed | ||||||||
| 4.1 | Specimen Common Stock Certificate | S-1 | 7/10/15 | 4.1 | ||||||
| 4.2 | Form of Series A Warrant | S-1 | 7/20/15 | 4.2 | ||||||
| 4.3 | Form of Unit Purchase Option | S-1 | 7/10/15 | 4.3 | ||||||
CERTIFICATE OF CORRECTION TO THE
CERTIFICATE OF DESIGNATION OF SERIES A
CONVERTIBLE PREFERRED STOCK
Vapor Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY :
| 1. | The name of the corporation is Vapor Corp. |
| 2. | That a Certificate of Designation (the “Certificate”) was filed with the Secretary of State of Delaware on July 23, 2015 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. |
| 3. | The inaccuracy or defect of said Certificate is: |
| Due to a scrivener’s error, Section 5 of the Certificate erroneously provided for a conversion amount of 10 shares for each whole share of Series A Preferred Stock which should have been 40 shares for each whole share of Series A Preferred Stock. | |
| 4. | Section 5 of the Certificate is corrected to read as follows: |
5. Conversion .
5.1 Right to Convert .
(a) Right to Convert . Subject to the provisions of this Section 5, at any time and from time to time on or after the date that is six months after the Date of Issuance, any holder of Series A Preferred Stock shall have the right by written election to the Corporation to convert each whole share of Series A Preferred Stock held by such holder into 40 shares of Common Stock (and any fraction of a share of Series A Preferred Stock shall convert into a proportionate amount of shares of Common Stock). Notwithstanding anything to the contrary in this Certificate of Designation, the Series A Preferred Stock shall not be convertible until at least 30 days from the Date of Issuance (the “Earliest Conversion Date”).
(b) Early Conversion . Subject to the provisions of this Section 5, if at any time after the Earliest Conversion Date, either (i) the closing price of the Common Stock is greater than $2.48 per share (subject to adjustment for stock splits, stock dividends or similar events) for 10 consecutive trading days (a “Trading Separation Trigger”), or (ii) the Units are delisted from the Nasdaq Capital Market for any reason, then, at any time and from time to time after the 15th day after the Trading Separation Trigger, or immediately after a Delisting Trigger (such applicable day, the “Early Conversion Trigger Date”), any holder of Series A Preferred Stock shall have the right by written election to the Corporation and the Corporation’s transfer agent, Equity Stock Transfer (the “Transfer Agent”), to convert each outstanding whole share of Series A Preferred Stock held by such holder into 40 shares of Common Stock (and any fraction of a share of Series A Preferred Stock shall convert into a proportionate amount of shares of Common Stock). The 10 consecutive trading day period calculation for the Trading Separation Trigger may not commence until after the Earliest Conversion Date.
5.2 Fundamental Transaction Automatic Conversion . Subject to the provisions of this Section 5, if at any time and from time to time on or after the Date of Issuance, the Corporation enters into or is party to a Fundamental Transaction, each whole share of Series A Preferred Stock shall convert automatically into 40 shares of Common Stock (and any fraction of a share shall convert into a proportionate amount of shares of Common Stock) immediately prior to consummation of such Fundamental Transaction. To the extent such a conversion would be limited by Section 5.5, the holder shall be entitled to convert the Series A Preferred Stock that it could not initially convert at a later date or dates, provided that at such later date or dates the limitation in Section 5.5 would no longer apply to the holder because such holder would no longer own in excess of the Maximum Percentage.
| 5. | All other provisions of the Certificate remain unchanged. |
[Signature Page Immediately Follows]
IN WITNESS WHEREOF , the undersigned has executed this Certificate of Correction to the Certificate of Designation this 24th day of July 2015.
| VAPOR CORP. | ||
| By: | ||
| Authorized Officer | ||
| Name: | James Martin | |
| (Print or Type) | ||
| Title: | Chief Financial Officer | |