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) July 9, 2013
VAPOR CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-19001 | 84-1070932 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3001 Griffin Road, Dania Beach, Florida | 33312 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code(888) 766-5351
N/A
(Former name or former address, if changed since last report)
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 July 9, 2013, Vapor Corp. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) with Ralph Frija, the father of the Company’s Chief Executive Officer Kevin Frija and a less than 5% stockholder of the Company, Philip Holman, the father of the Company’s President Jeffrey Holman and a less than 5% stockholder of the Company, and Angela Vaccaro, the Company’s Controller, pursuant to which Messrs. Frija and Holman and Ms. Vaccaro (each, a “Purchaser”) purchased from the Company (i) $350,000 aggregate principal amount of the Company’s senior convertible notes (the “Convertible Notes”) and (ii) common stock purchase warrants to purchase up to an aggregate of 16,857 shares of the Company’s common stock (the “Warrants”) allocable among such Purchasers as follows:
| • | Mr. Frija purchased a Convertible Note in the principal amount of $200,000 and a Warrant to purchase up to 9,633 shares of the Company’s common stock (which number of shares represents the quotient obtained by dividing (x) $10,000 (5% of the $200,000 principal amount of the Convertible Note) by (y) $1.0381 (the 30-day weighted average closing price per share of the Company’s common stock, as reported on the OTC Bulletin Board, preceding July 9, 2013)); |
| • | Mr. Holman purchased a Convertible Note in the principal amount of $100,000 and a Warrant to purchase up to 4,816 shares of the Company’s common stock (which number of shares represents the quotient obtained by dividing (x) $5,000 (5% of the $100,000 principal amount of the Convertible Note) by (y) $1.0381 (the 30-day weighted average closing price per share of the Company’s common stock, as reported on the OTC Bulletin Board, preceding July 9, 2013)); and |
| • | Ms. Vaccaro purchased a Convertible Note in the principal amount of $50,000 and a Warrant to purchase up to 2,408 shares of the Company’s common stock (which number of shares represents the quotient obtained by dividing (x) $2,500 (5% of the $50,000 principal amount of the Convertible Note) by (y) $1.0381 (the 30-day weighted average closing price per share of the Company’s common stock, as reported on the OTC Bulletin Board, preceding July 9, 2013)). |
On July 11, 2013, the Company and Ms. Vaccaro entered into another Securities Purchase Agreement pursuant to which she purchased (i) a Convertible Note in the principal amount of $75,000 and (ii) a Warrant to purchase up to 3,587 shares of the Company’s common stock (which number of shares represents the quotient obtained by dividing (x) $3,750 (5% of the $75,000 principal amount of the Convertible Note) by (y) $1.0454 (the 30-day weighted average closing price per share of the Company’s common stock, as reported on the OTC Bulletin Board, preceding July 11, 2013))
The Company generated aggregate proceeds of $425,000 from the sale of these securities pursuant to the Securities Purchase Agreements. The Company intends to use such proceeds for working capital purposes.
The Convertible Notes issued on July 9, 2013 bear interest at 18% per annum, provide for cash interest payments on a monthly basis, mature on July 8, 2016, are redeemable at the option of the holder at any time after July 8, 2014, subject to certain limitations, are convertible into shares of the Company’s common stock at the option of the holder at an initial conversion price of $1.1419 per share (which represents 110% of the 30-day weighted average closing price per share of the Company’s common stock, as reported on the OTC Bulletin Board, preceding July, 9, 2013) subject to certain anti-dilution protection and are senior unsecured obligations of the Company. The Convertible Notes do not restrict the Company’s ability to incur future indebtedness.
The Convertible Note issued on July 11, 2013 is the same as the Convertible Notes issued on July 9, 2013 except that it matures on July 10, 2016, it is redeemable on July 10, 2014 and its initial conversion price is $1.1499 per share.
The Warrants issued on July 9, 2013 are exercisable at initial exercise prices of $1.1419 per share (which represents 110% of the 30-day weighted average closing price per share of the Company’s common stock, as reported on the OTC Bulletin Board, preceding July 9, 2013) subject to certain anti-dilution protection and may be exercised at the option of the holder for cash or on a cashless basis until July 8, 2018.
The Warrant issued on July 11, 2013 is the same as the Warrants issued on July 9, 2013 except that its initial exercise price is $1.1499 per share and it is exercisable until July 10, 2018.
The Convertible Notes, the Warrants and the shares of common stock issuable upon conversion of the Convertible Notes and exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act or any applicable state securities laws.
The foregoing description of the Securities Purchase Agreements, the Convertible Notes and the Warrants is not complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, the form of Convertible Note and the form of Warrant, copies of which are listed and incorporated by reference as Exhibits 10.1, 10.2 and 10.3, respectively, to this report, and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information required by this Item 3.02 is set forth in Item 1.01 above, which is incorporated herein by reference.
The sales of securities reported in Item 1.01 above were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, including rules and regulations issued thereunder for transactions by an issuer not involving a public offering.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
| 10.1 | Form of Securities Purchase Agreement* | |
| 10.2 | Form of Convertible Note* | |
| 10.3 | Form of Warrant* | |
*Incorporated by reference from the Company’s Current Report on Form 8-K dated June 19, 2012.
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. (Registrant) | ||
| By: | /s/Harlan Press | |
Harlan Press Chief Financial Officer | ||
Date: July 15, 2013