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 12, 2015
ICON VAPOR, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-55284 | | 46-1471251 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification Number) |
| | | | | |
8525 Arjons Drive, Suite A
San Diego, CA 92126
Tel. (858) 564-9515
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On February 12, 2015, Icon Vapor, Inc., a Nevada corporation (the “Company”) entered into a Sales and Broker Agreement (the “Agreement”) with Scott Hoag Sales, Inc. (“SHS”).
Founded in 2008, SHS calls on over 275 wholesalers, jobbers, distributers, and cash-and-carry houses, in the niche convenience store market throughout California, Nevada, and Arizona. SHS employs an effective staff of Sales Associates, covering well-known chains such as AM-PM, Circle K, Core-Mark, and Smart-N-Final, among many others.
| ITEM 7.01 | REGULATION FD DISCLOSURES |
Press Releases
On February 12, 2015, the Company issued a press release regarding the entry into a Sales and Broker Agreement with Scott Hoag Sales, Inc. (“SHS”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Limitation on Incorporation by Reference.
In accordance with General Instruction B.2 of Form 8−K, the information in this Form 8−K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “anticipate”, “expect” or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibits.The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
| Exhibit | |
| Number | Description of Exhibit |
| 99.1 | Press Release dated February 12, 2015(1) |
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 thereunto duly authorized.
| | ICON VAPOR, INC. |
| | |
| | |
| Dated: February 12, 2015 | /s/ Daniel Balsiger |
| | By: Daniel Balsiger |
| | Its: Chief Executive Officer |
