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):
August 4, 2016
VAPOR
CORP.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-36469
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84-1070932
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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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 August 4, 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 increase the number of authorized shares of the Company’s common stock from 5,000,000,000 shares, par value $0.0001, to
750,000,000,000, par value $0.0001 (the “
Authorized Share Increase
”).
On August 4, 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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, stockholders representing 190,632,428
(85.02%) 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 approved an amendment to
the Certificate of Incorporation to effect the Authorized Share Increase.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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186,041,790
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4,589,726
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912
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—
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Item 8.01
Other Events
On August 4, 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
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vapor Corp.
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99.1
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Press release dated August 4, 2016
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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.
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VAPOR CORP.
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Date: August 4, 2016
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By:
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/s/ Jeffrey E. Holman
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Jeffrey E. Holman
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vapor Corp.
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99.1
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Press release dated August 4, 2016
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Exhibit 3.1
Delaware
The First State Page 1 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
AUGUST, A.D. 2016, AT 3:17 O`CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.
5455438 8100 Authentication: 202777547 SR# 20165232297 Date: 08-04-16 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 750,001,000,000. 750,000,000,000 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 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 the Corporation’s Certificate of
Incorporation, as amended. 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 4th day of August, 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 4th day of August, 2016. By: /s/ Jeffrey Holman Jeffrey Holman, Chief Executive Officer State of Delaware Secretary
of State Division of Corporations Delivered 03:17 PM 08/04/2016 FILED 03:17 PM 08/04/2016 SR 20165232297 - File Number 5455438
LEGAL\27636304\1
Exhibit 99.1
Investor Contacts:
Gina Hicks
Chief Financial
Officer
Phone: 888-482-7671
ghicks@vpco.com
Vapor Corp. Announces Results of Special
Meeting
DANIA BEACH, Fla., August 4, 2016 /PRNewswire/ -- Vapor Corp.
(OTCQB: VPCOD) (“
Vapor
” or the “
Company
”) announced the results of its Special Meeting of
Stockholders held earlier today. At the Special Meeting, Vapor’s stockholders approved an amendment to the Company’s
Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock
from 5,000,000,000 shares, par value $0.0001, to 750,000,000,000, par value $0.0001 (the “
Authorized Share Increase
”).
On August 4, 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.
About Vapor Corp.
Vapor Corp. is a U.S. based retailer of vaporizers, e-liquids
and electronic cigarettes. Vapor Corp. has a streamlined supply chain and marketing strategies. The Company sells direct to consumer
via Company-owned brick-and-mortar retail locations operating under “The Vape Store” brand.
Through its wholly owned subsidiary, Healthy Choice Markets,
Inc., the Company also operates natural and organic grocery operations. The initial store acquired for these operations in June
2016 is Ada’s Natural Market in Ft. Myers, Florida.
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
www.vapor-corp.com