VAPOR CORP. (Form: 8-K, Received: 06/01/2016 15:37:06)

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): June 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 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 March 21, 2016, Vapor Corp. (the “ Company ”) held a special meeting (the “ Special Meeting ”) of its stockholders. 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-10,000 and 1-for-20,000, 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-20,000, such Reverse Stock Split to be effective at 5:00 pm EST on June 1, 2016.

On May 27, 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 June 1, 2016 at 5:00 pm EST.

As a result of the Reverse Stock Split, every twenty thousand (20,000) shares of the Company’s issued and outstanding common stock, par value $0.0001 will be 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 five billion to approximately 250,000.

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 twenty thousand, 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.

The trading symbol for the common stock will be under “VPCOD.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 922099700.

Item 8.01 Other Events

On June 1, 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 June 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: June 1, 2016	By:	/s/ Jeffrey Holman
		Jeffrey 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 June 1, 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 CORRECTION OF "VAPOR CORP.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF MAY, A.D. 2016, AT 5:36 O'CLOCK P.M.

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

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

5455438 8100

SR# 20164116567

Authentication: 202410239

Date: 06-01-16

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

		State of Delaware
		Secretary of State
		Division of Corporations
		Delivered 05:36 PM 05/31/2016
	CERTIFICATE OF CORRECTION TO THE	FILED 05:36 PM 05/31/2016
	CERTIFICATE OF AMENDMENT TO THE	SR 20164116567 - File Number 5455438
	CERTIFICATE OF INCORPORATION
	OF VAPOR CORP.

Vapor Corp. (the “ Corporation ”), 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.	The name of the Corporation is Vapor Corp.

That a Certificate of Amendment to the Certificate of incorporation of the Corporation was filed by the Secretary of State of Delaware on May 27, 2016 and that said Certificate requires correction as permitted by Section 103(f) of the Delaware General Corporation Law.

The inaccuracy or defect of said Certificate is: The reference to June 1, 2016 failed to include a reference to the specific time of day of the effectiveness of the action noted therein.

Article 2 of the Certificate is corrected to read as follows:

2. Section 4 of the Certificate of Incorporation is amended by replacing the last paragraph of such Section with the following:

“Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, every twenty thousand (20,000) shares of the Corporation’s issued and outstanding Common Stock, par value $0.0001 per share, that are issued and outstanding immediately prior to 5:00 p.m. on June 1, 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.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of the 31 ^st day of May, 2016.

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

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., June 1, 2016 /PRNewswire/ — Vapor Corp. (OTCQB: 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 June 1, 2016 (the “Effective Time”), the Company will effect a one-for-20,000 reverse stock split of its outstanding common stock. On March 21, 2016, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of incorporation to effect the reverse stock split at a ratio between 1-for-10,000 and 1-for-20,000. The Board of Directors approved the implementation of a reverse stock split and determined the appropriate reverse stock split ratio to be 1-for-20,000.

As a result of the reverse stock split, every 20,000 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 Thursday, June 2, 2016, under the trading symbol “VPCOD” under the new CUSIP number 922099700. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately five billion pre-reverse split shares to approximately 250,000 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 March 3, 2016, a copy of

3001 Griffin Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax: 1.888.882.7095

www.vapor-corp.com

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 Vale 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.

3001 Griffin Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax: 1.888.882.7095