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): March 4, 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 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

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, among other things, 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 ”) (the “ Reverse Stock Split ”). The Board approved the Reverse Stock Split at a ratio of 1-for-70, such Reverse Stock Split to be effective at 5:00 pm EST on March 8, 2016.

 

On March 4, 2016, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “ Amendment ”) with the Secretary of State of the State of Delaware, which will effect the Reverse Stock Split on March 8, 2016 at 5:00 pm EST.

 

As a result of the Reverse Stock Split, every seventy (70) shares of the Company’s issued and outstanding common stock, par value $0.0001 was converted into one (1) share of common stock, par value $0.0001 reducing the number of issued and outstanding shares of the Company’s common stock from approximately 973 million to approximately 13.9 million.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by seventy, will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to the next whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares.

 

Pursuant to the terms of the Company’s Series A Convertible Preferred Stock (the “ Series A Preferred Shares ”), the conversion price at which Series A Preferred Shares may be converted into shares of common stock will be proportionately adjusted to reflect the Reverse Stock Split. In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under of all of the Company’s outstanding stock options and warrants to purchase shares of common stock (including , in the case of the Series A Warrants, an adjustment to the Closing Bid Price formula for any cashless exercises which occur after the Reverse Stock Split but which reference to a pre-Reverse Stock Split Closing Bid Price), and the number of shares reserved for issuance pursuant to the Company’s equity compensation plans will be reduced proportionately.

 

The above description of the Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1.

 

Quotation of the Company’s common stock on the the OTC Pink – Current Information Tier on a split-adjusted basis is expected to begin at the opening of trading on March 9, 2016. The trading symbol for the common stock will be “VPCOD.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 922099601.

 

Item 8.01 Other Events

 

On March 8, 2016, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

 

 

 

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 March 8, 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:  March 8, 2016 By: /s/ Gina Hicks
    Gina Hicks
    Chief Financial 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 March 8, 2016

 

 

 

 

Exhibit 3.1

 

  Delaware Page 1
  The First State  

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “VAPOR CORP.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF MARCH, A.D. 2016, AT 4:25 O`CLOCK P.M.

 

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

 

   
5455438  8100
SR# 20161503164 		Authentication: 201935163
Date: 03-04-16

 

You may verify this certificate online at corp.delaware.gov/authver.shtml

 

 

 

 

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.

 

Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every seventy (70) shares of the Corporation’s issued and outstanding Common Stock, par value $0.0001 per share, that are issued and outstanding immediately prior to March 8, 2016 shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined into one (1) validly issued, fully paid and non-assessable share of the Corporation’s Common Stock, par value $0.0001 per share, provided that in the event a stockholder would otherwise be entitled to a fraction of a share of Common Stock pursuant to the provisions of this Article, such stockholder shall receive one whole share of Common Stock in lieu of such fractional share and no fractional shares shall be issued.”

 

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.

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:25 PM 03/04/2016

FILED 04:25 PM 03/04/2016

SR 20161503164 - File Number 5455438

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of the 4 th day of March, 2016.

 

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

 

  2  

 

 

Exhibit 99.1

 

  

Investor Contacts:

 

Gina Hicks

Chief Financial Officer

Phone: 888-482-7671

ghicks@vpco.com

 

Vapor Corp. Announces Reverse Stock Split

 

DANIA BEACH, Fla., March 8, 2016 /PRNewswire/ -- Vapor Corp. (OTC Pink – Current Information Tier: VPCO) (the “Company”), a leading U.S.-based distributor and retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, today announced that effective at 5:00 pm, Eastern Time, on March 8, 2016 (the “Effective Time”), the Company will effect a one-for-70 reverse stock split of its outstanding common stock. On February 1, 2016, the Company’s stockholders approved (1) an amendment to the Company’s Amended and Restated Certificate of incorporation to effect the reverse stock split at a ratio between 1-for-10 and 1-for-70 and (2) an increase in the number of shares of common stock authorized for issuance. The Board of Directors approved the implementation of a reverse stock split and determined the appropriate reverse stock split ratio to be 1-for-70. The Company’s common stock will be quoted on the OTC Pink-Current Information Tier on March 9, 2016 on a post-split basis.

 

As a result of the reverse stock split, every 70 shares of the Company’s common stock issued and outstanding as of the Effective Time will be consolidated into one issued and outstanding share, except to the extent that the reverse stock split results in any of the Company’s stockholders owning a fractional share, which would be rounded up to the next highest whole share

 

Quotation of the Company’s common stock will continue, on a split-adjusted basis, with the opening of the markets on Wednesday, March 9, 2016, under the trading symbol “VPCOD” under a new CUSIP number 922099601. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately 973 million pre-reverse split shares to approximately 13.9 million post-reverse split.

 

Stockholders of record who hold physical certificates should submit their old certificates to the Company’s transfer agent, Equity Stock Transfer, LLC, in order to obtain new certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split. Equity Stock Transfer, LLC can be reached at (212) 575 5757.

 

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 11, 2016, a copy of which is available at www.sec.gov or at www.vapor-corp.com under the SEC Filings tab located on the Investors page.

 

About Vapor Corp.

Vapor Corp. 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

 

3001 Griffin Road  |  Ft. Lauderdale, FL 33312  |  Phone: 1.888.766.5351  |  Fax: 1.888.882.7095
www.vapor-corp.com

 

     

 

 

 

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.

 

3001 Griffin Road  |  Ft. Lauderdale, FL 33312  |  Phone: 1.888.766.5351  |  Fax: 1.888.882.7095
www.vapor-corp.com