VAPOR CORP. (Form: 8-K, Received: 02/02/2016 09:28:47)

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): February 1, 2016

VAPOR CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36469	84-1070932
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3001 Griffin Road

Dania Beach, Florida 33312

(Address of Principal Executive Office) (Zip Code)

(888) 766-5351

(Registrant’s telephone number, including area code)

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:

☐ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 28, 2016, Vapor Corp. (the “ Company ”) held a special meeting (the “ Special Meeting ”) of its stockholders, which meeting was adjourned to February 1, 2016. At the Special Meeting, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”) to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-10 and 1-for-70, such ratio to be determined by the board of directors of the Company (the “ Board ”), to reduce the par value of the Company’s common stock from $0.001 to $0.0001 (the “ Reverse Stock Split ”), and to increase the number of authorized shares of the Company’s common stock from 500,000,000 shares, par value $0.001, to 5,000,000,000, par value $0.0001 (the “ Authorized Share Increase ”).

On February 1, 2016, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, which will effect the Authorized Share Increase immediately. The Board has the discretion to implement the Reverse Stock Split at any time prior to March 31, 2016.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, stockholders representing 8,435,095 (81.31%) shares of the Company’s issued and outstanding shares of common stock were present in person or by proxy, representing a quorum for the purposes of the Special Meeting. The matters voted on at the Special Meeting and the results of the votes were as follows:

The stockholders approved an amendment to the Certificate of Incorporation to effect the Reverse Stock Split.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,687,706		708,153		39,236		—

The stockholders approved an amendment to the Certificate of Incorporation to effect the Authorized Share Increase.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
5,258,156		396,506		29,517		2,750,916

The stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies in the event the stockholders did not approve the Reverse Stock Split and/or the Authorized Share Increase proposals.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
7,641,070		714,293		79,732		—

Item 7.01 Regulation FD Disclosure.

As disclosed previously, the Company closed a registered public offering of 3,761,657 Units (“ Units ”) pursuant to a prospectus dated July 23, 2015. Each Unit consisted of one-fourth of a share of Series A Convertible Preferred Stock and 20 Series A Warrants. Each one-fourth share of Series A Convertible Preferred Stock will be convertible into 10 shares of common stock and each Series A Warrant will be exercisable into one share of common stock at an initial exercise price of $1.24 per share. The Units separated into the Series A Convertible Preferred Stock and Series A Warrants as of January 25, 2016.

From January 25, 2016 to the date of this report, 799,252 shares of Series A Convertible Preferred Stock have been converted and the Company has issued 31,970,080 shares of its common stock to settle these conversions. In addition, 124,445 Series A Warrants have been exercised through the cashless exercise provision in the Series A Warrant resulting in the issuance of 3,143,279 shares of the Company’s common stock. As of the date of this report, there are 45,487,294 shares of the Company’s common stock issued and outstanding.

As of the date of this report, there are 141,163 shares of Series A Convertible Preferred Stock outstanding and 75,108,295 shares of common stock issuable upon full exercise of Series A Warrants outstanding.

The information in this Item 7.01 furnished herewith is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 8.01 Other Events

On February 1, 2016, the Company issued a press release announcing the results of its Special Meeting of Stockholders. A copy of the press release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vapor Corp.
99.1		Press release dated February 1, 2016

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.

	VAPOR CORP.

Date: February 2, 2016	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vapor Corp.
99.1		Press release dated February 1, 2016

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF VAPOR CORP.

Vapor Corp. (the “ Company ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Delaware General Corporation Law ”), hereby certifies as follows:

1. Pursuant to Sections 242 and 228 of the Delaware General Corporation Law, the amendment herein set forth has been duly approved by the Board of Directors and holders of a majority of the outstanding capital stock of the Company.

2. Section 4 of the Certificate of Incorporation is amended to read as follows:

“4. The total number of shares of stock which the Corporation is authorized to issue is 5,001,000,000. 5,000,000,000 shares shall be common stock, par value $0.0001 per share (“ Common Stock ”), and 1,000,000 shall be preferred stock, par value $0.001 per share (“ Preferred Stock ”). Except as otherwise provided in this Corporation’s Certificate of Incorporation, authority is hereby vested in the Board of Directors of the Corporation from time to time to provide for the issuance of shares of one or more series of Preferred Stock and in connection therewith to fix by resolution or resolutions providing for the issue of any such series, the number of shares to be included therein, the voting powers thereof, and such of the designations, preferences and relative participating, optional or other special rights and qualifications, limitations and restrictions of each such series, including, without limitation, dividend rights, voting rights, rights of redemption, or conversion into Common Stock rights, and liquidation preferences, to the fullest extent now or hereafter permitted by the Delaware General Corporation Law and any other provisions of this Amended and Restated Certificate of Incorporation. The Board of Directors is further authorized to increase or decrease (but not below the number of such shares of such class or series then outstanding) the number of shares of any such class or series subsequent to the issuance of shares of that class or series.”

3. This Certificate of Amendment to the Certificate of Incorporation was duly adopted and approved by the stockholders of this Company on the 1 ^st day of February, 2016 in accordance with Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of the 1 ^st day of February, 2016.

By:	/s/ Jeffrey Holman
	Jeffrey Holman, Chief Executive Officer

Exhibit 99.1

Investor Contacts:

Jeffrey Goldberger / Garth Russell
KCSA Strategic Communications

jgoldberger@kcsa.com / grussell@kcsa.com
(212)-896-1249 / (212)-896-1250

VAPOR CORP. ANNOUNCES RESULTS OF SPECIAL MEETING

DANIA BEACH, Fla., Feb. 1, 2016 — Vapor Corp. (NASDAQ CM:VPCO) ("Vapor" or the “Company”), a leading U.S.-based distributor and retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, today announced the results of its Special Meeting of Stockholders scheduled for Thursday, January 28, 2016 and adjourned to today. At the Special Meeting, Vapor’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-10 and 1-for-70, such ratio to be determined by the board of directors of the Company, to reduce the par value of the Company’s common stock from $0.001 to $0.0001 (the “Reverse Stock Split”), and to increase the number of authorized shares of the Company’s common stock from 500,000,000 shares, par value $0.001, to 5,000,000,000, par value $0.0001 (the “Authorized Share Increase”).

About Vapor Corp.

Vapor Corp., a Nasdaq company, is a U.S. based distributor and retailer of vaporizers, e-liquids and electronic cigarettes. It recently acquired the retail store chain “The Vape Store” as part of a merger with Vaporin, Inc. The Company’s innovative technology enables users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide. Vapor Corp. has a streamlined supply chain, marketing strategies and wide distribution capabilities to deliver its products. The Company’s brands include VaporX®, Krave®, Hookah Stix® and Vaporin™ and are distributed to retail stores throughout the U.S. and Canada. The Company sells direct to consumer via e-commerce and Company-owned brick-and-mortar retail locations operating under “The Vape Store” brand.

Safe Harbor Statement

Safe Harbor Statements under the Private Securities Litigation Reform Act of 1995: The Material contained in this press release may include statements that are not historical facts and are considered “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of

1995. These forward-looking statements reflect Vapor Corp.’s current views about future events, financial performances, and project development. These “forward-looking” statements are identified by the use of terms and phrases such as “will,” “believe,” “expect,” “plan,” “anticipate,” and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from Vapor’s expectations. These risk factors include, but are not limited to, the risks and uncertainties identified by Vapor Corp. under the headings “Risk Factors” in its latest Annual Report on Form 10-K. These factors are elaborated upon and other factors may be disclosed from time to time in Vapor Corp.’s filings with the Securities and Exchange Commission. Vapor Corp. expressly does not undertake any duty to update forward-looking statements.

SOURCE Vapor Corp.