Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document And Entity Information | |
Entity Registrant Name | VAPOR CORP. |
Entity Central Index Key | 844,856 |
Document Type | S1 |
Document Period End Date | Mar. 31, 2015 |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | VPCO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 1,911,199 | $ 471,194 | $ 6,570,215 |
Due from merchant credit card processors, net of reserve for charge-backs of $2,500 and $2,500, respectively | 348,192 | 111,968 | 205,974 |
Accounts receivable, net of allowance of $228,856, $369,731 and $256,833, respectively | 203,793 | 239,652 | 1,802,781 |
Inventories | 2,536,149 | 2,048,883 | 3,321,898 |
Prepaid expenses and vendor deposits | $ 527,207 | 664,103 | $ 1,201,040 |
Loans receivable, net | 467,095 | ||
Deferred financing costs, net | $ 87,292 | $ 122,209 | |
Deferred tax asset, net | $ 766,498 | ||
TOTAL CURRENT ASSETS | 5,613,832 | $ 4,125,104 | 13,868,406 |
Property and equipment, net of accumulated depreciation of $158,238 $84,314 and $27,879, respectively | 633,705 | $ 712,019 | 28,685 |
Intangible assets, net of accumulated amortization of $22,177 and $0, respectively | 2,058,423 | ||
Goodwill | 15,654,484 | ||
Other assets | 92,131 | $ 91,360 | 65,284 |
TOTAL ASSETS | 24,052,575 | 4,928,483 | 13,962,375 |
CURRENT LIABILITIES: | |||
Accounts payable | 2,303,051 | 1,920,135 | 1,123,508 |
Accrued expenses | 1,419,241 | 975,112 | $ 420,363 |
Senior convertible notes payable - related parties, net of debt discount of $781,250, $1,093,750 and $0, respectively | 468,750 | $ 156,250 | |
Convertible notes, net of debt discount of $49,421 and $0 , respectively | 517,579 | ||
Notes payable - related party | 1,000,000 | ||
Current portion of capital lease | 52,015 | $ 52,015 | |
Term loan | 523,727 | 750,000 | $ 478,847 |
Customer deposits | 50,744 | 140,626 | 182,266 |
Income taxes payable | 3,092 | $ 3,092 | 5,807 |
Derivative liabilities | 87,603 | ||
TOTAL CURRENT LIABILITIES | 6,425,802 | $ 3,997,230 | $ 2,210,791 |
Capital lease, net of current portion | 107,195 | 119,443 | |
TOTAL LIABILITIES | $ 6,532,997 | $ 4,116,673 | $ 2,210,791 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock | |||
Common stock | $ 6,727 | $ 3,352 | $ 3,243 |
Additional paid-in capital | 36,725,950 | 16,040,361 | 13,127,995 |
Accumulated deficit | (19,213,099) | (15,231,903) | (1,379,654) |
TOTAL STOCKHOLDERS' EQUITY | 17,519,578 | 811,810 | 11,751,584 |
Total Stockholders' Equity | 17,519,578 | 811,810 | 11,751,584 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 24,052,575 | 4,928,483 | 13,962,375 |
Vaporin Inc [Member] | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | 865,737 | $ 25,221 | |
Due from merchant credit card processors, net of reserve for charge-backs of $2,500 and $2,500, respectively | 160,216 | ||
Accounts receivable, net of allowance of $228,856, $369,731 and $256,833, respectively | 88,614 | $ 16,587 | |
Inventories | 1,173,124 | 316,195 | |
Prepaid expenses and vendor deposits | 42,996 | 32,522 | |
TOTAL CURRENT ASSETS | 2,330,687 | 390,525 | |
Property and equipment, net of accumulated depreciation of $158,238 $84,314 and $27,879, respectively | 160,620 | 8,395 | |
Intangible assets, net of accumulated amortization of $22,177 and $0, respectively | 1,472 | $ 12,276 | |
Goodwill | 3,732,268 | ||
Other assets | 3,894,360 | $ 12,276 | |
TOTAL ASSETS | 6,225,047 | 411,196 | |
CURRENT LIABILITIES: | |||
Accounts payable and accrued liabilities | $ 824,104 | 31,312 | |
Accrued interest - related party | 804 | ||
Notes payable | 75,000 | ||
Notes payable - related party | $ 1,000,000 | $ 260,899 | |
Derivative liabilities | 43,944 | ||
TOTAL CURRENT LIABILITIES | 1,868,048 | $ 368,015 | |
TOTAL LIABILITIES | 1,868,048 | 368,015 | |
STOCKHOLDERS' EQUITY: | |||
Common stock | 489 | 70 | |
Additional paid-in capital | 10,864,408 | 349,930 | |
Accumulated deficit | (6,502,903) | (306,819) | |
TOTAL STOCKHOLDERS' EQUITY | 4,362,004 | $ 43,181 | |
Non-Controlling Interest in Subsidiary | (5,005) | ||
Total Stockholders' Equity | 4,356,999 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 6,225,047 | $ 411,196 | |
Vaporin Inc [Member] | Series A Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock | |||
Vaporin Inc [Member] | Series B Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock | $ 10 | ||
Vaporin Inc [Member] | Series C Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock | |||
Vaporin Inc [Member] | Series E Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY: | |||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Due from merchant credit card processor, reserve for charge-backs | $ 41,355 | $ 2,500 | $ 2,500 |
Accounts receivable, allowance for doubtful accounts | 228,856 | 369,731 | 256,833 |
Property and equipment, accumulated depreciation | 158,238 | 84,314 | 27,879 |
Intangible assets, accumulated amortization | 22,177 | 0 | |
Senior convertible notes payable debt discount net | 781,250 | 1,093,750 | $ 0 |
Convertible Notes, debt discount | $ 49,421 | $ 0 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,727,152 | 3,352,382 | 3,242,906 |
Common stock, shares outstanding | 6,727,152 | 3,352,382 | 3,242,906 |
Vaporin Inc [Member] | |||
Property and equipment, accumulated depreciation | $ 9,863 | $ 680 | |
Intangible assets, accumulated amortization | $ 16,206 | $ 5,402 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 4,893,254 | 700,000 | |
Common stock, shares outstanding | 4,893,254 | 700,000 | |
Vaporin Inc [Member] | Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 100,000 | 100,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Vaporin Inc [Member] | Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 100,000 | 0 | |
Preferred stock, shares outstanding | 100,000 | 0 | |
Vaporin Inc [Member] | Series C Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 100,000 | 100,000 | |
Preferred stock, shares issued | 1,550 | 0 | |
Preferred stock, shares outstanding | 1,550 | 0 | |
Vaporin Inc [Member] | Series E Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 2 | 2 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
SALES, NET | $ 1,468,621 | $ 4,792,544 | $ 15,279,859 | $ 25,990,228 |
Cost of goods sold | 1,651,110 | 3,831,928 | 14,497,254 | 16,300,333 |
GROSS (LOSS) PROFIT | (182,489) | 960,616 | 782,605 | 9,689,895 |
EXPENSES: | ||||
Selling, general and administrative | 3,243,189 | 2,769,726 | 11,126,759 | 6,464,969 |
Advertising | 105,177 | 367,615 | 2,374,329 | 2,264,807 |
Total operating expenses | 3,348,366 | 3,137,341 | 13,501,088 | 8,729,776 |
Operating (loss) income | (3,530,855) | $ (2,176,725) | $ (12,718,483) | 960,119 |
Other (expense) income: | ||||
Induced conversion expense | $ 299,577 | |||
Amortization of deferred financing costs | (34,917) | $ 17,458 | ||
Change in fair value of derivative liabilities | (37,965) | |||
Interest expense | (378,775) | $ (28,434) | $ 348,975 | $ 383,981 |
Interest Income | 1,316 | |||
Total other expense | (450,341) | $ (28,434) | 366,433 | 683,558 |
(LOSS) INCOME BEFORE INCOME TAX (EXPENSE) BENEFIT | $ (3,981,196) | (2,205,159) | (13,084,916) | 276,561 |
Income tax (expense) benefit | 752,400 | (767,333) | 524,791 | |
NET (LOSS) INCOME | $ (3,981,196) | (1,452,759) | (13,852,249) | 801,352 |
Loss attributable to common stockholders and loss per common share: | ||||
NET (LOSS) INCOME | $ (3,981,196) | $ (1,452,759) | $ (13,852,249) | $ 801,352 |
BASIC (LOSS) EARNINGS PER COMMON SHARE | $ (4.22) | $ 0.31 | ||
DILUTED (LOSS) EARNINGS PER COMMON SHARE | $ (4.22) | $ 0.30 | ||
LOSS PER COMMON SHARE - BASIC AND DILUTED | $ (0.89) | $ (0.45) | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC | 3,283,030 | 2,563,697 | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED | 3,283,030 | 2,637,273 | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 4,494,855 | 3,253,550 | ||
Vaporin Inc [Member] | ||||
SALES, NET | $ 3,281,838 | $ 23,268 | ||
Cost of goods sold | 1,790,098 | 10,851 | ||
GROSS (LOSS) PROFIT | 1,491,740 | 12,417 | ||
EXPENSES: | ||||
Promotional and marketing | 983,507 | 57,189 | ||
General and administrative | 6,131,510 | 238,999 | ||
Depreciation and amortization | 19,987 | 6,082 | ||
Professional fees | 315,086 | 15,779 | ||
Advertising | 983,507 | 0 | ||
Total operating expenses | 7,450,090 | 318,049 | ||
Operating (loss) income | (5,958,350) | $ (305,632) | ||
Other (expense) income: | ||||
Derivative expense | (86,484) | |||
Change in fair value of derivative liabilities | 251,625 | $ (219) | ||
Interest expense - related party | (407,890) | (804) | ||
Interest expense | (78,869) | |||
Total other expense | (242,749) | (1,023) | ||
(LOSS) INCOME BEFORE INCOME TAX (EXPENSE) BENEFIT | $ (6,201,099) | $ (306,655) | ||
Income tax (expense) benefit | ||||
NET (LOSS) INCOME | $ (6,201,099) | $ (306,655) | ||
Loss attributable to common stockholders and loss per common share: | ||||
Net loss | (6,196,084) | $ (306,655) | ||
Non-Controlling interest | 5,015 | |||
NET (LOSS) INCOME | $ (6,201,099) | $ (306,655) | ||
LOSS PER COMMON SHARE - BASIC AND DILUTED | $ (1.74) | $ (0.44) | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 3,554,486 | 700,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total | Series A Preferred Stock (Vaporin Inc) [Member] | Series B Preferred Stock (Vaporin Inc) [Member] | Series C Preferred Stock (Vaporin Inc) [Member] | Series E Preferred Stock (Vaporin Inc) [Member] | Common Stock (Vaporin Inc) [Member] | Additional Paid-In Capital (Vaporin Inc) [Member] | Accumulated Deficit (Vaporin Inc) [Member] | Non-Controlling Interest (Vaporin Inc) [Member] | Total Stockholders' Equity (Vaporin Inc) [Member] |
Balance at Dec. 31, 2012 | $ 2,407 | $ 1,695,155 | $ (2,181,006) | $ (483,444) | |||||||||
Balance, shares at Dec. 31, 2012 | 2,407,633 | ||||||||||||
Issuance of common stock for services | $ 4 | 86,996 | 87,000 | ||||||||||
Issuance of common stock for services, shares | 4,000 | ||||||||||||
Issuance of common stock in connection with exercise of stock options | $ 9 | 70,291 | $ 70,300 | ||||||||||
Issuance of common stock in connection with exercise of stock options, shares | 8,660 | (8,000) | |||||||||||
Stock-based compensation expense | 48,239 | $ 48,239 | |||||||||||
Discount on convertible notes to related parties | 98,970 | 98,970 | |||||||||||
Issuance of common stock for cash, net of offering costs | $ 667 | 9,124,436 | 9,125,103 | ||||||||||
Number of common stock shares issued | 666,668 | ||||||||||||
Issuance of common stock upon conversion of debt | $ 156 | 1,704,331 | 1,704,487 | ||||||||||
Issuance of common stock upon conversion of debt, shares | 155,945 | ||||||||||||
Induced conversion expense | 299,577 | (299,577) | |||||||||||
NET (LOSS) INCOME | $ 801,352 | 801,352 | |||||||||||
Balance at Dec. 31, 2013 | $ 3,243 | 13,127,995 | (1,379,654) | 11,751,584 | $ 70 | $ 349,930 | $ (306,819) | $ 43,181 | |||||
Balance, shares at Dec. 31, 2013 | 3,242,906 | 700,000 | |||||||||||
Issuance of common stock for services | $ 80 | 1,602,853 | 1,602,933 | $ 36 | 1,294,459 | 1,294,495 | |||||||
Issuance of common stock for services, shares | 80,000 | 363,250 | |||||||||||
Recapitalization of the company | $ 6 | $ 188 | 66,026 | 66,220 | |||||||||
Recapitalization of the company, shares | 60,000 | 2,000 | 1,883,250 | ||||||||||
Issuance of common stock - private placement | $ 10 | $ 82 | 4,357,378 | 4,357,470 | |||||||||
Issuance of common stock - private placement, shares | 100,000 | 820,993 | |||||||||||
Series E issued in connection with an acquisition | 3,142,854 | $ 3,142,854 | |||||||||||
Series E issued in connection with an acquisition, shares | 2 | ||||||||||||
Conversion of Series E into common shares | $ 57 | (57) | |||||||||||
Conversion of Series E into common shares, shares | (2) | 571,428 | |||||||||||
Reclassification of derivative liability to equity | 90,064 | $ 90,064 | |||||||||||
Stock based compensation in connection with restricted stock grants | 1,239,130 | 1,239,130 | |||||||||||
Stock based compensation in connection with stock option grants | 3,284 | $ 3,284 | |||||||||||
Shares issued for conversion of preferred stock | $ (6) | $ 51 | $ (45) | ||||||||||
Shares issued for conversion of preferred stock, shares | $ (60,000) | $ (450) | $ 510,000 | ||||||||||
Non-Controlling interest in subsidiary | |||||||||||||
Issuance of common stock in connection with exercise of stock options | $ 1 | 4,999 | $ 5,000 | ||||||||||
Issuance of common stock in connection with exercise of stock options, shares | 1,000 | (1,000) | |||||||||||
Stock-based compensation expense | 163,646 | $ 163,646 | |||||||||||
Issuance of common stock upon conversion of debt | $ 5 | $ 321,395 | $ 321,400 | ||||||||||
Issuance of common stock upon conversion of debt, shares | 44,333 | ||||||||||||
Induced conversion expense | |||||||||||||
Offering costs incurred in 2014 pertaining to December 2013 offering | (109,104) | $ (109,104) | |||||||||||
Issuance of common stock in connection with cashless exercise of warrants | $ 28 | (28) | |||||||||||
Issuance of common stock in connection with cashless exercise of warrants, shares | 28,477 | ||||||||||||
Discount on senior convertible notes | 1,250,000 | 1,250,000 | |||||||||||
NET (LOSS) INCOME | (13,852,249) | (13,852,249) | $ (6,196,084) | $ (5,015) | (6,201,099) | ||||||||
Balance at Dec. 31, 2014 | $ 3,352 | 16,040,361 | $ (15,231,903) | $ 811,810 | $ 10 | $ 489 | $ 10,864,408 | $ (6,502,903) | $ (5,005) | $ 4,356,999 | |||
Balance, shares at Dec. 31, 2014 | 3,352,382 | 100,000 | 1,550 | 4,893,254 | |||||||||
Issuance of common stock in connection with exercise of stock options, shares | |||||||||||||
Issuance of common stock in connection with the Merger (See Note 4) | $ 2,718 | 17,025,681 | $ 17,014,807 | ||||||||||
Issuance of common stock in connection with the Merger (See Note 4), shares | 2,718,307 | ||||||||||||
Issuance of common stock and warrants in connection with private placement | $ 687 | 2,941,273 | 2,941,960 | ||||||||||
Issuance of common stock and warrants in connection with private placement, shares | 686,463 | ||||||||||||
Contribution of note and interest payable to Vaporin to capital in connection with the Merger | 354,029 | $ 354,029 | |||||||||||
Cancellation of common stock as a result of early termination of consulting agreement | $ (30) | 30 | |||||||||||
Cancellation of common stock as a result of early termination of consulting agreement, shares | (30,000) | ||||||||||||
Stock-based compensation expense | $ 364,576 | $ 364,576 | |||||||||||
NET (LOSS) INCOME | $ (3,981,196) | (3,981,196) | |||||||||||
Balance at Mar. 31, 2015 | $ 6,727 | $ 36,725,950 | $ (19,213,099) | $ 17,519,578 | |||||||||
Balance, shares at Mar. 31, 2015 | 6,727,152 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ||||
NET (LOSS) INCOME | $ (3,981,196) | $ (1,452,759) | $ (13,852,249) | $ 801,352 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Provision for doubtful accounts | (86,314) | 112,898 | 183,333 | |
Depreciation and amortization | $ 85,013 | $ 3,888 | 56,435 | 11,284 |
Loss on disposal of assets | 289,638 | |||
Amortization of deferred debt discount | 317,702 | 156,250 | $ 102,500 | |
Amortization of deferred financing costs | 34,917 | $ (17,458) | ||
Induced conversion expense | $ (299,577) | |||
Write down of loan receivable to realizable value | $ 50,000 | |||
Write down of obsolete and slow moving inventory | 70,657 | 1,834,619 | ||
Stock-based compensation | $ 364,576 | $ 610,414 | 1,766,579 | $ 135,239 |
Deferred income tax benefit | $ (754,249) | $ (4,800,332) | 236,709 | |
Change in fair value of derivative expense | $ 37,965 | |||
Utilization of net operating loss carryforward | (346,783) | |||
Changes in operating assets and liabilities: | ||||
Due from merchant credit card processors | (35,083) | $ 85,694 | $ 94,006 | 838,002 |
Accounts receivable | 117,115 | 22,443 | 1,450,231 | (1,250,034) |
Prepaid expenses and vendor deposits | 164,917 | (40,945) | 536,937 | (735,180) |
Inventories | 423,635 | (924,169) | (561,604) | (1,651,891) |
Other assets | (771) | (25,000) | (26,076) | (53,284) |
Accounts payable | (140,092) | 293,700 | 796,627 | (2,085,087) |
Accrued expenses | 191,384 | 131,280 | 554,749 | 70,212 |
Customer deposits | $ (89,882) | (27,396) | (41,640) | (295,429) |
Income taxes | (1,701) | (2,715) | 53,622 | |
NET CASH USED IN OPERATING ACTIVITIES | $ (2,149,505) | $ (2,165,114) | (6,290,997) | $ (4,120,152) |
INVESTING ACTIVITIES: | ||||
Cash received in connection with the Merger | 136,468 | |||
Loan receivable | 467,095 | (517,095) | ||
Purchases of property and equipment | (67,492) | $ (4,795) | (560,410) | $ (14,779) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES: | 536,071 | (4,795) | (1,077,505) | (14,779) |
FINANCING ACTIVITIES | ||||
Proceeds from private placement of common stock and warrants, net of offering costs | 2,941,960 | $ (109,104) | ||
Proceeds from sale of common stock, net of offering costs | (109,104) | 9,125,103 | ||
Proceeds from senior convertible notes payable to related parties | 1,250,000 | 425,000 | ||
Proceeds from senior convertible notes payable | $ 500,000 | |||
Deferred financing costs | $ (139,667) | |||
Principal repayments of senior note payable to stockholder | $ (70,513) | |||
Proceeds from term loans payable | 350,000 | $ 1,000,000 | 750,000 | |
Principal repayments of term loans payable | (226,273) | $ (181,731) | (728,847) | $ (271,153) |
Principal repayments of capital lease obligations | (12,248) | (7,901) | ||
Proceeds from factoring facility | $ 0 | $ 407,888 | ||
Principal repayments of factoring facility | (407,888) | |||
Proceeds from exercise of stock options | $ 5,000 | 70,300 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,043,439 | $ (290,835) | 1,269,481 | 10,528,737 |
INCREASE (DECREASE) IN CASH | 1,440,005 | (2,460,744) | (6,009,021) | 6,393,806 |
CASH - BEGINNING OF YEAR | 471,194 | 6,570,215 | 6,570,215 | 176,409 |
CASH - END OF YEAR | 1,911,199 | 4,109,471 | 471,194 | 6,570,215 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||
Cash paid for interest | 30,351 | 29,077 | 103,068 | 297,508 |
Cash paid for income taxes | 2,791 | $ 3,550 | $ 3,550 | 13,770 |
Purchase Price Allocation in connection with the Merger: | ||||
Cash | 136,468 | |||
Accounts receivable | 81,256 | |||
Merchant credit card processor receivable | 201,141 | |||
Prepaid expense and other current assets | 28,021 | |||
Inventory | 981,558 | |||
Property and equipment | 206,668 | |||
Accounts payable and accrued expenses | (779,782) | |||
Derivative liabilities | (49,638) | |||
Notes payable, net of debt discount of 54,623 | (512,377) | |||
Notes payable - related party | (1,000,000) | |||
Net assets acquired | (706,685) | |||
Consideration: | ||||
Value of common stock issued | 17,028,399 | |||
Excess liabilities over assets assumed | 706,685 | |||
Total consideration | 17,735,084 | |||
Total excess consideration over net assets acquired | 17,735,084 | |||
Amount allocated to goodwill | 15,654,484 | |||
Amount allocated to identifiable intangible assets | $ 2,080,600 | |||
Remaining unallocated consideration | ||||
Issuance of common stock in connection with conversion of notes payable | $ 1,704,487 | |||
Cashless exercise of common stock purchase warrants | $ 143 | |||
Recognition of deferred debt discount on convertible notes payable | 1,250,000 | $ 98,970 | ||
Purchase of equipment through capital lease obligation | 179,359 | |||
Vaporin Inc [Member] | ||||
OPERATING ACTIVITIES: | ||||
NET (LOSS) INCOME | (6,201,099) | $ (306,655) | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation and amortization | 19,987 | $ 6,082 | ||
Amortization of deferred debt discount | 253,844 | |||
Derivative expense | 86,484 | |||
Stock-based compensation | 2,536,909 | |||
Change in fair value of derivative expense | (251,625) | |||
Interest expense in connection with the grant of warrants | 78,869 | |||
Interest expense in connection with conversion of debt | 26,400 | |||
Changes in operating assets and liabilities: | ||||
Due from merchant credit card processors | (160,216) | |||
Trade and related party receivable | (72,027) | $ (16,587) | ||
Inventories | (517,908) | (316,195) | ||
Other assets | (3,877) | (32,522) | ||
Accounts payable and accrued liabilities | $ 746,312 | 31,312 | ||
Accrued Interest – Related party | 804 | |||
NET CASH USED IN OPERATING ACTIVITIES | $ (3,457,947) | $ (633,761) | ||
INVESTING ACTIVITIES: | ||||
Cash received in connection with the Merger | $ (798,000) | |||
(Increase) decrease in intangible assets | $ (17,678) | |||
Purchases of property and equipment | $ (61,007) | (9,075) | ||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES: | $ (859,007) | (26,753) | ||
FINANCING ACTIVITIES | ||||
Proceed from issuance of notes payable | 75,000 | |||
Proceeds received from issuance of note payable - related party | $ 1,000,000 | $ 610,735 | ||
Proceeds received from issuance of note prior to recapitalization | 100,000 | |||
Issuance of preferred stock | 500,000 | |||
Proceeds from sale of common stock, net of offering costs | 3,857,470 | |||
Principal repayments of senior note payable to stockholder | (100,000) | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,157,470 | $ 685,735 | ||
INCREASE (DECREASE) IN CASH | 840,516 | $ 25,221 | ||
CASH - BEGINNING OF YEAR | $ 865,737 | $ 25,221 | 25,221 | |
CASH - END OF YEAR | 865,737 | $ 25,221 | ||
Noncash financing activities: | ||||
Reclassification of derivative liability to equity | 90,064 | |||
Note payable converted to common stock | 295,000 | |||
Note payable - related party exchanged to preferred stock pursuant to the Share Exchange | 285,710 | |||
Issuance of note payable in connection with the acquisition of business | 200,000 | |||
Purchase of inventory and other assets upon acquisition of business | 345,618 | |||
Purchase of property and equipment upon acquisition of business | 100,401 | |||
Assumption of liabilities upon acquisition of business | $ 37,433 | |||
Preferred Series A shares issued for conversion of debt | $ 350,000 |
Consolidated Statements of Cas7
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Cash Flows [Abstract] | ||
Debt discount | $ 54,623 | $ 54,623 |
Organization, Going Concern and
Organization, Going Concern and Management Plans, and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization, Going Concern and Management Plans, and Basis of Presentation | Note 1. ORGANIZATION, GOING CONCERN AND MANAGEMENT PLANS, AND BASIS OF PRESENTATION Organization Vapor Corp. (the Company or Vapor) is the holding company for its wholly owned subsidiaries The Vape Store, Inc. (Vape Store), Smoke Anywhere U.S.A., Inc. (Smoke), Emagine the Vape Store, LLC (Emagine) and IVGI Acquisition, Inc. The company operates 10-Florida based vape stores and a website where it sells vaporizers, liquids for vaporizers and electronic cigarettes. The Company designs, markets and distributes vaporizers, e-liquids, electronic cigarettes and accessories under the Vaporin, emagine vapor, Krave®, VaporX®, Hookah Stix®, Fifty-One® (also known as Smoke 51) and Alternacig® EZ Smoker®, Green Puffer®, Americig®, Vaporin, FumaréTM, and Smoke Star® brands. Vaporizers, Electronic cigarettes or e-cigarettes, are battery-powered products that enable users to inhale nicotine vapor without smoke, tar, ash, or carbon monoxide. Going Concern and Management Plans The Companys condensed consolidated financial statements for the quarter ended March 31, 2015 indicate there is substantial doubt about its ability to continue as a going concern as the Company requires additional equity and/or debt financing to continue its operations. The Company must ultimately generate sufficient cash flow to meet its obligations on a timely basis, attain profitability in its business operations, and be able to fund its long term business development and growth plans. The Companys business will require significant amounts of capital to sustain operations and make the investments it needs to execute its longer-term business plan. The Companys liquidity and capital resources have decreased as a result of the $3.98 million net loss that it incurred during the quarter ended March 31, 2015. At March 31, 2015, the Companys accumulated deficit amounted to $19.21 million. At March 31, 2015, the Company had a working capital deficiency of $811,970 compared to a positive working capital of $127,874 at December 31, 2014, a decrease of $939,844. The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Companys existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital deficiency and other financing requirements for the foreseeable future. The Company believes it will need to raise additional debt or equity financing to maintain and expand the business. Any equity financing or the issuance of equity equivalents could be dilutive to its shareholders. If either such additional capital is not available on terms acceptable to the Company or at all then the Company may need to curtail its operations and/or take additional measures to conserve and manage its liquidity and capital resources, any of which would have a material adverse effect on our business, results of operations and financial condition. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the condensed consolidated financial statements not misleading have been included. The condensed consolidated balance sheet at December 31, 2014 has been derived from the Companys audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements for the three months ended March 31, 2015 and 2014 should be read in conjunction with the audited consolidated financial statements and related notes thereto as of and for the year ended December 31, 2014 included elsewhere herein this filing. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015. Merger with Vaporin, Inc. As fully-disclosed in Note 3 to these condensed consolidated financial statements, on December 17, 2014, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Vaporin, Inc., a Delaware corporation (Vaporin) pursuant to which Vaporin was to merge with and into the Company with the Company being the surviving entity. On the same date, the Company also entered into a joint venture with Vaporin (the Joint Venture) through the execution of an operating agreement (the Operating Agreement) of Emagine, pursuant to which the Company and Vaporin were 50% members of Emagine. On March 4, 2015, the acquisition of Vaporin by the Company (the Merger) was completed pursuant to the terms of the Merger Agreement. In connection with the Merger, Vape Store and Emagine became wholly-owned subsidiaries of the Company. | Note 1. ORGANIZATION, BASIS OF PRESENTATION AND RECENT DEVELOPMENTS Organization Vapor Corp. (the Company) is the holding company for its wholly owned subsidiaries Smoke Anywhere U.S.A., Inc. (Smoke) and IVGI Acquisition, Inc. The Company designs, markets and distributes vaporizers, e-liquids, electronic cigarettes and accessories under the emagine vapor, Krave ® ® ®, ® ® The Company was originally incorporated as Consolidated Mining International, Inc. in 1985 as a Nevada corporation, and the Company changed its name in 1987 to Miller Diversified Corporation whereupon the Company operated in the commercial cattle feeding business until October 31, 2003 when the Company sold substantially all of its assets and became a discontinued operation. On November 5, 2009, the Company acquired Smoke Anywhere USA, Inc., a distributor of electronic cigarettes, in a reverse triangular merger. As a result of the merger, Smoke Anywhere USA, Inc. became the sole operating business. On January 7, 2010, the Company changed its name to Vapor Corp. The Company reincorporated to the State of Delaware from the State of Nevada effective on December 31, 2013. Basis of Presentation and Reverse Stock Split The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Effective on December 27, 2013, the Company effected a reverse stock split of its common stock at a ratio of 1-for-5. No fractional shares of common stock were issued, and no cash or other consideration were paid as a result of the reverse stock split. Instead, the Company issued one whole share of post-reverse stock split common stock in lieu of each fractional share of common stock. As a result of the reverse stock split, the Companys share capital was reduced to 51,000,000 shares from 251,000,000 shares, of which 50,000,000 shares are common stock and 1,000,000 shares are blank check preferred stock. All references in these notes and in the related consolidated financial statements to number of shares, price per share and weighted average number of shares outstanding of common stock prior to the reverse stock split (including the share capital decrease) have been adjusted to reflect the reverse stock split (including the share capital decrease) on a retroactive basis, unless otherwise noted. Merger with Vaporin, Inc. As fully-disclosed in Note 4 to these consolidated financial statements, on December 17, 2014, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Vaporin, Inc., a Delaware corporation (Vaporin) pursuant to which Vaporin was to merge with and into the Company with the Company being the surviving entity. On the same date, the Company also entered into a joint venture with Vaporin (the Joint Venture) through the execution of an operating agreement (the Operating Agreement) of Emagine the Vape Store, LLC, a Delaware limited liability company (Emagine), pursuant to which the Company and Vaporin were 50% members of Emagine. On March 4, 2015, the acquisition of Vaporin by the Company (the Merger) was completed pursuant to the terms of the Merger Agreement. In connection with the Merger, Emagine became a wholly-owned subsidiary of the Company. |
Going Concern and Management Pl
Going Concern and Management Plans | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern and Management Plans | Note 2. GOING CONCERN AND MANAGEMENT PLANS The Companys financial statements for the year ended December 31, 2014 indicate there is substantial doubt about its ability to continue as a going concern as the Company requires additional equity and/or debt financing to continue its operations. The Company must ultimately generate sufficient cash flow to meet its obligations on a timely basis, attain profitability in its business operations, and be able to fund its long term business development and growth plans. The Companys business will require significant amounts of capital to sustain operations and make the investments it needs to execute its longer-term business plan. The Companys liquidity and capital resources have decreased as a result of the net loss of $13,852,249 that it incurred during the year ended December 31, 2014. At December 31, 2014, the Companys accumulated deficit amounted to $15,231,903. At December 31, 2014, the Company had working capital of $127,874 compared to $11,657,615 at December 31, 2013, a decrease of $11,529,741. As described in Note 13 (Subsequent Events), on March 3, 2015, the Company and institutional and individual accredited investors entered in a securities purchase agreement pursuant to which the Company issued and sold, in a $3.5 million private placement ($2.9 million in net proceeds), 686,463 shares of common stock and warrants to purchase up to 547,026 shares of the Companys common stock. The Company will use the net proceeds from the private placement for working capital. In addition, the Merger with Vaporin also provides an additional financing transaction to occur subsequent to the closing of the Merger for up to $25 million in exchange for common stock and warrants of the Company subject to the Company complying with certain financial covenants and performance-based metrics still to be negotiated. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Companys existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements for the foreseeable future. We believe we will need to raise additional debt or equity financing to maintain and expand the business. Any equity financing or the issuance of equity equivalents including convertible debt could be dilutive to our shareholders. If either such additional capital is not available on terms acceptable to the Company or at all then the Company may need to curtail its operations and/or take additional measures to conserve and manage its liquidity and capital resources, any of which would have a material adverse effect on our business, results of operations and financial condition. |
Vaporin Inc [Member] | |
Going Concern and Management Plans | NOTE 3 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses during the year ended December 31, 2014 of $6,201,099. In addition to raising capital from the sale of equity, the Companys development activities since inception have been financially sustained through capital contributions from note holders. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Vaporin Inc [Member] | |
Nature of Operations | NOTE 1 NATURE OF OPERATIONS Vaporin, Inc. (the Company), (formerly Valor Gold Corp.), was incorporated under the laws of the State of Delaware in June 2009. In January 2014, the Company entered into a Share Exchange Agreement (the Share Exchange) with Vaporin Florida, Inc., a privately-held Florida corporation (Vaporin Florida). Pursuant to the Exchange Agreement, all of the issued and outstanding common stock of Vaporin Florida was exchanged for an aggregate of 35 million shares of the Companys common stock. The Share Exchange was accounted for as a reverse acquisition and re-capitalization, whereas Vaporin Florida is deemed the accounting acquirer and Vaporin, Inc. the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in the Companys financial statements are those of Vaporin Florida, and the Companys assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Vaporin Florida effective January 24, 2014. The Company is a distributor and marketer of vaporizers, e-liquids and related products. Effective August 29, 2014 (the Closing), the Company , Vaporin Acquisitions, Inc., a Florida corporation and wholly-owned subsidiary of the Company (the Merger Sub), The Vape Store, Inc., a Florida corporation (Vape Store), and Steve and Christy Cantrell, holders of all outstanding Vape Store shares (the Cantrells) entered into and closed an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Vape Store merged with and into Merger Sub (the Merger), with Merger Sub continuing as the surviving corporation and a wholly-owned subsidiary of the Company (see Note 7). On September 8, 2014, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State of Delaware effecting a 1-for-50 reverse stock split of the Companys common stock (the Reverse Split). As a result of the Reverse Split, every 50 shares of the Companys common stock were combined into one share of common stock. All shares and per share values for all periods presented in the accompanying consolidated financial statements are retroactively restated for the effect of the reverse stock split (see Note 10). On November 6, 2014, the Company executed a binding Term Sheet to merge with and into Vapor Corp., a NASDAQ listed issuer. Shareholders of the Company will receive 45% of the combined company as merger consideration. On December 17, 2014, Vaporin, Inc. (Vaporin) and Vapor Corp. (Vapor) entered into an Agreement and Plan of Merger (the Vapor Merger Agreement) providing for the acquisition of Vaporin by Vapor. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Vaporin will be merged with and into Vapor (the Vapor Merger). Following the Merger, current shareholders of Vaporin common and preferred stock will own 45% of the outstanding shares of common stock of the combined company. On the same date, Vapor also entered into a joint venture with Vaporin (the Joint Venture) through the execution of an operating agreement (the Operating Agreement) of Emagine the Vape Store, LLC, a Delaware limited liability company (Emagine), pursuant to which the Registrant and Vaporin are 50% members of Emagine. On March 4, 2015, the acquisition of Vaporin by Vapor (the Vapor Merger) was completed pursuant to the terms of the Merger Agreement. In connection with the Merger, Emagine became a wholly-owned subsidiary of the Vapor. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies | Note 2. SUMMARY OF CERTAIN SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Use of estimates in the preparation of the financial statements The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, reserves and write-downs of receivables and inventory, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the preliminary valuation of the net assets acquired in the Merger. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Revenue recognition The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped, title passes to customers and collection is reasonably assured. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon the Companys delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by the Companys customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by its customers, are treated as a reduction to the purchase price of the related transaction based on estimated future redemption rates. Redemption rates are estimated using the Companys historical experience for similar inducement offers. The Company reports sales, net of current discount offers and inducement offers on its condensed consolidated statements of operations. Accounts Receivable Accounts receivable, net is stated at the amount the Company expects to collect. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the provision for allowances will change. At March 31, 2015 accounts receivable balances included a concentration from one customer of an amount greater than 10% of the total net accounts receivable balance. The amount was $54,993. At December 31, 2014 accounts receivable balances included concentrations from seven customers that had balances of an amount greater than 10%. The amounts ranged from $27,729 to $177,200. As to revenues, no customers accounted for revenues in excess of 10% of the net sales for the three-month periods ended March 31, 2015 and 2014. Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable intangible assets are amortized over 5 and 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment existed at March 31, 2015. Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. Inventories Inventories are stated at the lower of cost (determined by the first-in, first-out method) or market. If the cost of the inventories exceeds their market value, provisions are recorded to write down excess inventory to its net realizable value. The Companys inventories consist primarily of merchandise available for resale. Warranty liability The Companys limited lifetime warranty policy generally allows its end users and retailers to return defective purchased rechargeable products in exchange for new products. The Company estimates a reserve for warranty liability and records that reserve amount as a reduction of revenues and as an accrued expense on the accompanying condensed consolidated balance sheets. The warranty claims and expense was not deemed material for the years ended December 31, 2014 and three months ended March 31, 2015. Fair value measurements The Company applies the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements (ASC 820). The Companys short term financial instruments include cash, due from merchant credit card processors, accounts receivable, accounts payable and accrued expenses, each of which approximate their fair values based upon their short term nature. The Companys other financial instruments include notes payable obligations. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities; Level 2 quoted prices for similar assets and liabilities in active market or inputs that are observable; and Level 3 inputs that are unobservable. Stock-Based Compensation The Company accounts for stock-based compensation under ASC Topic No. 718, Compensation-Stock Compensation (ASC 718). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes-Merton valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date or other measurement date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic No. 815, Derivative Instruments and Hedging Activities, (ASC 815) as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex instruments, such as free-standing warrants, the Company generally uses the Black-Scholes-Merton valuation model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Black-Scholes-Merton valuation model) are highly volatile and sensitive to changes in the trading market price of the Companys common stock. Since derivative financial instruments are initially and subsequently carried at fair values, the Companys income (loss) going forward will reflect the volatility in these estimates and assumption changes. Under ASC 815, increases in the trading price of the Companys common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Companys common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. Convertible Debt Instruments The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company amortizes the respective debt discount over the term of the notes, using the straight-line method, which approximates the effective interest method. The Company records, when necessary, induced conversion expense, at the time of conversion for the difference between the reduced conversion price per share and the original conversion price per share. Lease Accounting The Company evaluates each lease for classification as either a capital lease or an operating lease. If substantially all of the benefits and risks of ownership have been transferred to the Company as lessee, the Company records the lease as a capital lease at its inception. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. If the lease agreement calls for a scheduled rent increase during the lease term, the Company recognizes the lease expense on a straight-line basis over the lease term. The Company determines the straight-line rent impact of an operating lease upon inception of the lease. | Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Smoke Anywhere USA, Inc., and its 50% joint venture interest in Emagine the Vape Store, LLC. All significant intercompany transactions and balances were eliminated. Use of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, reserves and write-downs of receivables and inventory, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the preliminary valuation of the net assets acquired subsequent to December 31, 2014 in the Merger. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Revenue recognition The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped, title passes to customers and collection is reasonably assured. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon the Companys delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by the Companys customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by its customers, are treated as a reduction to the purchase price of the related transaction based on estimated future redemption rates. Redemption rates are estimated using the Companys historical experience for similar inducement offers. The Company reports sales, net of current discount offers and inducement offers on its consolidated statements of operations. Shipping and Handling Costs The Company policy is to provide free standard shipping and handling for most orders shipped during the year. Shipping and handling costs incurred are recognized in selling, general and administrative expenses. Such amounts aggregated $661,583 and $658,586 for the years ended December 31, 2014 and 2013 respectively. In certain circumstances, shipping and handling costs are charged to the customer and recognized in sales, net. The amounts recognized for the years ended December 31, 2014 and 2013 were $71,225 and $129,761, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. For financial statement purposes, investments in money market funds are considered a cash equivalent and are included in cash and cash equivalents. The Company maintains its cash and cash equivalents at high credit quality federally insured financial institutions, with balances, at times, in excess of the Federal Deposit Insurance Corporations insurance coverage limit of $250,000 per federally insured financial institution. Management believes that the financial institutions that hold the Companys deposits are financially sound and, therefore, pose a minimum credit risk. The Company has not experienced any losses in such accounts. At December 31, 2014 and 2013, the Company did not hold cash equivalents. Accounts Receivable Accounts receivable, net is stated at the amount the Company expects to collect. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the provision for allowances will change. Due From Merchant Credit Card Processor Due from merchant credit card processor represents monies held by the Companys credit card processors. The funds are being held by the merchant credit card processors pending satisfaction of their hold requirements and expiration of charge backs/refunds from customers. Inventories Inventories are stated at the lower of cost (determined by the first-in, first-out method) or market. If the cost of the inventories exceeds their market value, provisions are recorded to write down excess inventory to its net realizable value. The Companys inventories consist primarily of merchandise available for resale. Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the respective asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: Description Useful Lives Warehouse fixtures 2 years Warehouse equipment 5 years Furniture and fixtures 5 years Computer hardware 3 years Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with this review, the Company also reevaluates the depreciable lives for these assets. The Company assesses recoverability by determining whether the net book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company determines that the carrying value of the asset may not be recoverable, it measures any impairment based on the projected future discounted cash flows as compared to the assets carrying value. Through December 31, 2014, the Company has not recorded any impairment charges on its long-lived assets. Advertising The Company expenses advertising cost as incurred. Warranty liability The Companys limited lifetime warranty policy generally allows its end users and retailers to return defective purchased rechargeable products in exchange for new products. The Company estimates a reserve for warranty liability and records that reserve amount as a reduction of revenues and as an accrued expense on the accompanying consolidated balance sheets. The warranty claims and expense was not deemed material for the years ended December 31, 2014 and 2013. Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (ASC 740.) Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. Product Development The Company includes product development expenses relating to the commercialization of new products which are expensed as incurred as part of operating expenses. Product development expenses for the years ended December 31, 2014 and 2013 were approximately $312,000 and $174,000, respectively. Fair value measurements The Company applies the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, (ASC 820). The Companys short term financial instruments include cash, due from merchant credit card processors, accounts receivable, accounts payable and accrued expenses, each of which approximate their fair values based upon their short term nature. The Companys other financial instruments include notes payable obligations. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities; Level 2 quoted prices for similar assets and liabilities in active market or inputs that are observable; and Level 3 inputs that are unobservable. Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718, Compensation-Stock Compensation (ASC 718). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC Topic 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes-Merton valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date or other measurement date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic No. 815, Accounting for Derivative Instruments and Hedging Activities, (ASC 815) as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex instruments, such as free-standing warrants, the Company generally uses the Black-Scholes-Merton valuation model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Black-Scholes-Merton valuation model) are highly volatile and sensitive to changes in the trading market price of the Companys common stock. Since derivative financial instruments are initially and subsequently carried at fair values, the Companys income (loss) going forward will reflect the volatility in these estimates and assumption changes. Under ASC 815, increases in the trading price of the Companys common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Companys common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. Convertible Debt Instruments The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company amortizes the respective debt discount over the term of the notes, using the straight-line method, which approximates the effective interest method. The Company records, when necessary, induced conversion expense, at the time of conversion for the difference between the reduced conversion price per share and the original conversion price per share. Lease Accounting The Company evaluates each lease for classification as either a capital lease or an operating lease. If substantially all of the benefits and risks of ownership have been transferred to the Company as lessee, the Company records the lease as a capital lease at its inception. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. If the lease agreement calls for a scheduled rent increase during the lease term, the Company recognizes the lease expense on a straight-line basis over the lease term. The Company determines the straight-line rent impact of an operating lease upon inception of the lease. Recent Accounting Pronouncements The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently evaluating the potential impact, if any, the adoption of this standard will have on the Companys consolidated financial position and results of operations. The FASB has issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern |
Vaporin Inc [Member] | ||
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and present the consolidated financial statements of the Company and its wholly-owned subsidiary. In the preparation of consolidated financial statements of the Company, all intercompany transactions and balances were eliminated. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Risks and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Companys operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and December 31, 2013, the Company had no cash equivalents. Accounts receivable The Company accounts receivable, represents our estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy and adjusts its allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of its individual customers. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. While estimates are involved, bad debts historically have not been a significant factor given the diversity of its customer base and well established historical payment patterns. As of December 31, 2014 and December 31, 2013, the Company recorded allowance for uncollectable accounts of $61,000 and $0 respectively. Inventory Inventories are stated at the lower of cost or market value. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand, production availability and/or our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market and economic conditions or other factors that may result in cancellations of advance orders or reductions in the rate of reorders placed by customers and/or continued weakening of economic conditions. Additionally, our estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. Product-related inventories are primarily maintained using the average cost method. Fixed Assets Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Equipment 3-5 years Furniture 7 years The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. Intangible assets ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. The Company did not record any impairment charges on its intangible assets during the twelve months ended December 31, 2014 and 2013. The Companys intangible assets consist of the costs of building companys website. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. Website Development Costs Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated useful life of the asset. Revenue recognition The Company recognizes ecommerce revenues and the related cost of goods sold at the time the products are delivered to customers. Revenue generated through the Companys brick and mortar locations is recognized at the point of sale. Discounts provided to customers are accounted for as a reduction of sales. The Company records a reserve for estimated product returns in each reporting period. Shipping and handling fees charged to the customer are recognized as revenue at the time the products are delivered to the customer. Revenues are presented net of any taxes collected from customers and remitted to governmental authorities. Cost of sales Cost of goods sold includes cost of goods, occupancy expenses and shipping costs. Cost of goods consists of cost of merchandise, inbound freight expenses, freight-to-store expenses and other inventory related costs such as shrinkage, damages and replacements. Occupancy expenses consist of rent, depreciation and other occupancy costs, including common area maintenance, property taxes and utilities. Shipping costs consist of third party delivery services and shipping materials. Shipping and Handling Product sold to customers is shipped from our warehouse. Any freight billed to customers is offset against shipping costs and included in cost of goods sold. Income taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Fair Value of Financial Instruments We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from January 1, 2014 to December 31, 2014: Conversion feature derivative liability Warrant liability Balance at January 1, 2014 $ 41,881 $ Recognition of derivative liability 72,064 271,688 Reclassification of derivative liability to equity (90,064 ) Change in fair value included in earnings (23,881 ) (227,742 ) Balance at December 31, 2014 $ - $ 43,944 The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at December 30, 2014. ● Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including NYMEX price quotations and contract terms. Advertising The Company expenses advertising costs as incurred. The Companys advertising expenses totaled $983,507 and $0 during the twelve months ended December 31, 2014 and 2013. Earnings (Loss) Per Share Net earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the year ended December 31, 2014, diluted net loss per share did not include the effect of a total of 1,680,374 shares of stock represented by 11,000 shares of common stock issuable upon the exercise of outstanding stock options, 119,374 shares of common stock issuable upon the exercise of outstanding warrants, and 1,650,000 shares of common stock issuable on the conversion of the preferred stock as their effect would be anti-dilutive. Warranty A return program for defective goods is offered to all of the Companys online customers. Customers are allowed to return defective goods within a specified period of time (90 days), after shipment. The Company records a liability for its defective goods allowance program at the time of sale for the estimated costs that may be incurred. The liability for defective goods is included in warranty provisions on the Consolidated Balance Sheets. Changes in the Companys obligations for return and allowance programs are presented in the following table: Year Ended December 31, 2014 December 31, 2013 Estimated return and allowance liabilities at beginning of period $ 0 $ 0 Costs accrued for new estimated returns and allowances $ 4,500 $ 0 Return and allowance obligations honored (0 ) (0 ) Estimated return and allowance liabilities at end of period $ 4,500 $ 0 Concentration of Business and Credit Risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Companys financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts which, may at times, exceed federally-insured limits. We review a customers credit history before extending credit. The following table shows significant concentrations in our revenues and accounts receivable for the periods indicated. Percentage of Revenue during the Percentage of Accounts Receivable period ended, period ended, December 31, 2014 December 31, 2013 December 31, 2014 December 31, 2013 Customer A 17 % 51 % 26 % 71 % Customer B 5 % 14 % 18 % 0 % Recent accounting pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. Year-end The Company has adopted December 31 as its fiscal year end. |
Merger With Vaporin, Inc.
Merger With Vaporin, Inc. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Merger With Vaporin, Inc. | Note 3. MERGER WITH VAPORIN, INC. Merger with Vaporin, Inc. On December 17, 2014, the Company entered into the Merger Agreement with Vaporin pursuant to which Vaporin was to merge with and into the Company with Vapor being the surviving and controlling entity (as a result of the current stockholders of the Company maintaining more than 50% ownership in the Companys outstanding shares of common stock and the current Vapor directors comprising the majority of the board). The Merger closed on March 4, 2015 and the purchase price consideration paid by the Company consisted of the following: 1. 100% of the issued and outstanding shares of Vaporin common stock (including shares of common stock issued upon conversion of Vaporin preferred stock immediately prior to the consummation of the merger in accordance with the Merger Agreement) were converted into, and became 2,718,307 shares of the Companys common stock such that the former Vaporin stockholders collectively hold approximately 45% of the issued and outstanding shares of the Companys common stock following consummation of the Merger. The aggregate value of these shares issued was $14,949,328, or approximately $5.50 per share, and was based on the closing price of the Companys common stock on March 4, 2015. 2. 100% of the issued shares of Vaporin restricted stock units were converted into the right to receive 378,047 shares of the Companys common stock. The restricted stock units became fully-vested in connection with the Merger and as a result, were included as a part of the Companys purchase price as no further services from the holders is required to be provided to the Company. The 378,047 restricted stock units remain outstanding as of March 31, 2015. The aggregate value of these shares issued was $2,079,071, or approximately $5.50 per share, and was based on the closing price of the Companys common stock on March 4, 2015. Based on the terms of the Merger Agreement, the Company has agreed to issue these in twelve equal monthly installments, with the first delivery date being the date of the closing of the Merger, however, all shares of common stock to be delivered on March 15, 2016 to the extent they are not previously delivered. The Merger Agreement contained customary conditions that were satisfied prior to the closing of the merger, including the requirement for the Company to receive gross proceeds from a $3.5 million equity offering (See Note 5). Additionally, as required by the Merger Agreement the Company received non-binding commitments from certain third parties for financing of up to $25 million to be used for the construction of retail stores and which is contingent on the achievement of certain performance metrics by the Company. The fair value of the purchase consideration issued to the sellers of Vaporin was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill. Goodwill recognized from the transactions mainly represented the expected operational synergies upon acquisition of the combined entity and intangibles not qualifying for separate recognition. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business. The purchase price allocation was based, in part, on managements knowledge of Vaporins business and the results of a preliminary third party appraisal commissioned by management. The fair value was based on a preliminary valuation. Purchase Consideration Value of consideration paid: $ 17,735,084 Tangible assets acquired and liabilities assumed at fair value Cash $ 136,468 Due from merchant credit card processor 201,141 Accounts receivable 81,256 Inventories 981,558 Property and Equipment 206,668 Other Assets 28,021 Notes payable, net of debt discount of $54,623 (512,377 ) Notes payable related party (1,000,000 ) Accounts Payable and accrued expenses (775,753 ) Derivative Liabilities (49,638 ) Excess liabilities over assets assumed $ (706,685 ) Consideration: Value of common stock issued 17,028,399 Excess liabilities over assets assumed 706,685 Total purchase price $ 17,735,084 Identifiable intangible assets Trade names and technology 1,500,000 Customer relationships 488,274 Assembled workforce 92,326 Total Identifiable Intangible Assets 2,080,600 Goodwill 15,654,484 Total allocation to identifiable intangible assets and goodwill $ 17,735,084 In addition, in connection with the Merger, an aggregate $354,029 of a note and interest payable by the Company to Vaporin was forgiven. In connection with the Merger Agreement, the Company also issued 49,592 warrants to purchase the Companys common stock to certain warrant holders of Vaporin as replacement for warrants issued in connection with previous Vaporin note payable issuances. In addition, the Company also issued 3,947 options to purchase common stock to certain holders of Vaporin as replacement for options issued for services. The Company determined that based on the remaining term of the warrants and options as well as the nature of the remaining services to be provided by the holders that the value of the warrants and options at the date of the Merger was not material. The Company was unable to report the financial results of Vaporin for the period from the date the Merger closed on March 4, 2015 through March 31, 2015. The accounting and reporting operations of Vaporin were fully integrated into the Company at Merger and it is impracticable to separate. The following presents the unaudited pro-forma combined results of operations of the Company with Vaporin as if the acquisition occurred on January 1, 2014. For the three months Ended March 31, 2015 2014 Revenues $ 2,584,884 $ 4,975,337 Net Loss $ (5,378,927 ) $ (2,590,724 ) Net Loss per share $ (0.86 ) $ (0.42 ) Weighted Average number of shares outstanding 6,252,037 6,153,204 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2014 or to project potential operating results as of any future date or for any future periods. In connection with the acquisition of Vaporin, the Company acquired net deferred tax assets consisting of net operating loss carryforwards offset by the difference between the book and tax basis of intangible assets acquired. At the acquisition date, this net deferred tax asset has been completely offset by a valuation allowance. The Joint Venture On December 17, 2014, the Company and Vaporin agreed to enter into the Joint Venture through Emagine, a Delaware limited liability company of which the Company and Vaporin are 50% members. The Operating Agreement provides that Vaporin will serve as the initial manager of Emagine and will manage the day-to-day operations of Emagine, subject to certain customary limitations on managerial actions that require the unanimous consent of the Company and Vaporin, including but not limited to making or guaranteeing loans, distributing cash or other property to the members of Emagine, entering into affiliate transactions, amending or modifying limited liability company organizational documents, and redeeming or repurchasing membership interests from any of the members. The results of operations of Emagine from January 1, 2015 through the date of the Merger were not material. In connection with the completion of the Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of the Company. | Note 4. MERGER WITH VAPORIN, INC. Merger with Vaporin, Inc. On December 17, 2014, the Company entered into the Merger Agreement with Vaporin pursuant to which Vaporin was to merge with and into the Company with Vapor being the surviving entity. The Merger closed on March 4, 2015 whereby 100% of the issued and outstanding shares of Vaporin common stock (including shares of common stock issued upon conversion of Vaporin preferred stock immediately prior to the consummation of the merger in accordance with the Merger Agreement) were converted into, and became 2,718,307 shares of the Companys common stock such that the former Vaporin stockholders collectively hold approximately 45% of the issued and outstanding shares of the Companys common stock following consummation of the Merger. The options and warrants to acquire Vaporin common stock that were issued and outstanding as of the effective time of the Merger, as well as 182,000 restricted stock units which were exchangeable for Vaporin common stock, were assumed by the Company in the merger and the number of shares issued under such securities were adjusted to give effect to the Per Share Merger Consideration (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company completed actions to cause its board of directors immediately following the consummation of the merger to be comprised of (x) three directors chosen by the Companys Board of Directors (at least two of whom shall be independent for purposes of the Nasdaq listing rules) and (y) two directors chosen by the Vaporin Board or Directors (at least one of whom shall be independent for purposes of the Nasdaq listing rules), each to serve for a term expiring on the earlier of his or her death, resignation, removal or the Companys next annual meeting of stockholders and, despite the expiration of his or her term, until his or her successor has been elected and qualified or there is a decrease in the size of the Companys Board of Directors. If at any time prior to the effective time of the merger, any such board designee becomes unable or unwilling to serve as a director of the Company following consummation of the merger, then the party that designated such individual shall designate another individual to serve in such individuals place. The Merger Agreement contained customary representations and warranties of the Company and Vaporin relating to their respective businesses. The Company and Vaporin have agreed to use commercially reasonable efforts to preserve intact its business organization and that of its significant subsidiaries, as well as maintain its rights, franchises and existing relations with customers, suppliers and employees. The Merger Agreement also contains covenants by each party to furnish current information to the other party. The Company has also agreed that, for a period of six years following the closing date of the merger, it will indemnify, defend and hold harmless each officer and director of Vaporin and its subsidiaries against losses arising from such persons status as an officer or director of Vaporin or any of its subsidiaries prior to the effective time of the merger. The Company has also agreed to cover such directors and officers with its existing directors and officers insurance policy or obtain a six-year tail policy, in each case with coverages not less advantageous as Vaporins existing policy, provided, however, that the Company will not be required to pay more than 200% of Vaporins current premium for such insurance. The Merger Agreement contained customary conditions that were satisfied prior to the closing of the merger, including the requirement for the Company to receive gross proceeds from a $3.5 million equity offering disclosed in Note 13. Additionally, the Company must have received commitments from certain third parties for financing of up to $25 million to be used for the construction of retail stores and which is contingent on the achievement of certain performance metrics by the Company. The fair value of the purchase consideration issued to the sellers of Vaporin was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill. Goodwill recognized from the transactions mainly represented the expected operational synergies upon acquisition of the combined entity and intangibles not qualifying for separate recognition. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business. The Company has not completed its evaluation of the purchase price allocation as it is currently conducting a thorough analysis to identify the intangible assets acquired, including whether or not any goodwill is to be recorded, in the Merger and determine the proper allocation of the fair value of such assets with the assistance of a third-party appraiser. The following table presents the unaudited pro-forma financial results, as if the acquisition of Vaporin had been completed as of January 1, 2013 and 2014: For the Years Ended December 31, 2014 2013 Revenues $ 20,253,052 $ 28,259,309 Net (loss) income $ (19,595,702 ) $ 415,316 Loss per share - basic and diluted $ (2.95 ) $ 0.05 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2013 or to project potential operating results as of any future date or for any future periods. The Joint Venture On December 17, 2014, the Company and Vaporin agreed to enter into the Joint Venture through Emagine, a Delaware limited liability company of which the Company and Vaporin are 50% members. The Operating Agreement provides that Vaporin will serve as the initial manager of Emagine and will manage the day-to-day operations of Emagine, subject to certain customary limitations on managerial actions that require the unanimous consent of the Company and Vaporin, including but not limited to making or guaranteeing loans, distributing cash or other property to the members of Emagine, entering into affiliate transactions, amending or modifying limited liability company organizational documents, and redeeming or repurchasing membership interests from any of the members. The purpose of the Joint Venture was to obtain and build-out retail stores for the sale of the Company and Vaporins products under the Emagine Vapor name or The Vape Store, Inc. name or other brands of the respective parties. The parties originally planned to finance the retail stores through third party loan financing secured by a blanket lien on the assets of Emagine. In connection with the Joint Venture, Emagine entered into a Secured Line of Credit Agreement, pursuant to which certain third parties have agreed to provide debt financing of up to $3 million to Emagine to finance the Joint Venture. The Company has accounted for the joint venture under the equity method of accounting for investments. For the year ended December 31, 2014, the operations of the joint-venture were immaterial. In connection with the completion of the Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of the Company. |
Vaporin Inc [Member] | ||
Merger With Vaporin, Inc. | NOTE 7 ACQUISITION Effective August 29, 2014 (the Closing), the Company, Vaporin Acquisitions, Inc., a Florida corporation and wholly-owned subsidiary of the Company (the Merger Sub), The Vape Store, Inc., a Florida corporation (Vape Store), and Steve and Christy Cantrell, holders of all outstanding Vape Store shares (the Cantrells) entered into and closed an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Vape Store merged with and into Merger Sub (the Merger), with Merger Sub continuing as the surviving corporation and a wholly-owned subsidiary of the Company. In connection with the Merger Agreement, the Company paid the Cantrells $800,000 at the Closing and agreed to pay the Cantrells an additional $200,000 within 30 days of the Closing. In addition, the Company issued the Cantrells two shares of the Companys newly created Series E Convertible Preferred Stock. On September 8, 2014, the Companys Series E shares were converted to 571,428 shares of the Companys common stock 10% of the shares of common stock will remain in escrow until completion of an audit of Vape Stores balance sheet as of Closing. Additionally, the Company agreed to assume certain liabilities and business obligations of Vape Store, with respect to which the Company will indemnify the Cantrells. The Company valued these common shares at the fair market value on the date of grant at $5.50 per share or $3,142,854 based on a recent sale of common stock in a private placement. The total purchase price aggregated to $4,142,854. The transaction resulted in a business combination and caused Vape Store to become a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company has an irrevocable option to repurchase from the Cantrells up to a total of 280,000 shares of the Companys common stock at a price of $5.00 per share during the first 12 months following the Closing and at a price of $7.50 per share during the second 12 months following the Closing. In connection with the Merger, the Company entered into an employment agreement, dated as of August 29, 2014 (the Employment Agreement) with Steve Cantrell. Under the terms of the Employment Agreement, Mr. Cantrell will serve as Vice President of the Company and receive an annual salary of $200,000. The Employment Agreement has an initial term of two years and is automatically renewable for successive one-year terms unless either party opts not to renew. In the event of termination by the Company other than for Cause or Abandonment, or in the event of termination by Mr. Cantrell for Good Reason (as capitalized terms are defined in the Employment Agreement), Mr. Cantrell will be entitled to severance in an amount equal to $400,000 less all salary previously received under the Employment Agreement. In accordance with the Employment Agreement, on September 5, 2014 the Company appointed Mr. Cantrell to serve as Vice President and as a Director of the Company. The Company accounted for the acquisition utilizing the purchase method of accounting in accordance with ASC 805 Business Combinations. The Company is the acquirer for accounting purposes and Vape Store is the acquired company. Accordingly, the Company applied pushdown accounting and adjusted to fair value all of the assets and liabilities directly on the financial statements of the subsidiary. The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: Current assets (including cash of $2,000) $ 341,021 Other Assets 6,597 Property and equipment 100,401 Goodwill 3,732,268 Liabilities assumed (37,433 ) Net purchase price $ 4,142,854 The following table summarizes the unaudited pro forma consolidated results of operations as though the Company and Vape Store acquisition had occurred on January 1, 2014: For the twelve months Ended December 31, 2014 As Reported Pro Forma Net Revenues $ 3,281,838 $ 5,056,029 Loss from operations (5,958,350 ) (5,348,336 ) Net Loss (6,201,099 ) (5,534,088 ) Loss per common share: Basic $ (1.74 ) $ (1.56 ) Diluted $ (1.74 ) $ (1.56 ) The unaudited pro forma consolidated income statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved if the Company and Vape Store acquisition had been completed at the beginning of 2014, or results that may be obtained in any future period. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 4. Accrued Expenses Accrued expenses are comprised of the following: March 31, 2015 December 31, 2014 Commissions payable $ 179,000 $ 179,000 Retirement plan contributions 101,000 80,000 Accrued severance 160,000 82,000 Accrued customer returns 648,000 360,000 Other accrued liabilities 331,241 274,112 Total $ 1,419,241 $ 975,112 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2014 | |
Vaporin Inc [Member] | |
Inventory | NOTE 4 INVENTORY Inventories consist of the following: December 31, 2014 December 31, 2013 Finished goods $ 1,173,124 $ 316,195 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2014 | |
Property and Equipment | Note 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following: December 31, 2014 2013 Computer hardware $ 389,373 $ 12,471 Furniture and fixtures 347,612 19,821 Warehouse fixtures 7,564 7,564 Warehouse equipment 16,708 16,708 Leasehold improvements 35,076 - 796,333 56,564 Less: accumulated depreciation and amortization (84,314 ) (27,879 ) $ 712,019 $ 28,685 During the year ended December 31, 2014 and 2013, the Company incurred $56,435 and $11,284, respectively, of depreciation expense. |
Vaporin Inc [Member] | |
Property and Equipment | NOTE 5 PROPERTY & EQUIPMENT The following is a summary of property and equipment: December 31, 2014 December 31, 2013 Leasehold Improvements $ 47,443 Computer Equipment 8,413 $ 8,413 Furniture, Fixtures and Equipment 114,627 662 Less: accumulated depreciation (9,863 ) (680 ) $ 160,620 $ 8,395 Depreciation for the twelve months ended December 31, 2014 and 2013 was $9,183 and $680, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2014 | |
Vaporin Inc [Member] | |
Intangible Assets | NOTE 6 INTANGIBLE ASSETS Intangible assets consist of the following: December 31, 2014 December 31, 2013 Website, capitalized $ 17,678 $ 17,678 Less: accumulated amortization (16,206 ) (5,402 ) $ 1,472 $ 12,276 Amortization for the twelve months ended December 31, 2014 and 2013 was $10,804 and $5,402 respectively. |
Acquisition
Acquisition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Acquisition | Note 3. MERGER WITH VAPORIN, INC. Merger with Vaporin, Inc. On December 17, 2014, the Company entered into the Merger Agreement with Vaporin pursuant to which Vaporin was to merge with and into the Company with Vapor being the surviving and controlling entity (as a result of the current stockholders of the Company maintaining more than 50% ownership in the Companys outstanding shares of common stock and the current Vapor directors comprising the majority of the board). The Merger closed on March 4, 2015 and the purchase price consideration paid by the Company consisted of the following: 1. 100% of the issued and outstanding shares of Vaporin common stock (including shares of common stock issued upon conversion of Vaporin preferred stock immediately prior to the consummation of the merger in accordance with the Merger Agreement) were converted into, and became 2,718,307 shares of the Companys common stock such that the former Vaporin stockholders collectively hold approximately 45% of the issued and outstanding shares of the Companys common stock following consummation of the Merger. The aggregate value of these shares issued was $14,949,328, or approximately $5.50 per share, and was based on the closing price of the Companys common stock on March 4, 2015. 2. 100% of the issued shares of Vaporin restricted stock units were converted into the right to receive 378,047 shares of the Companys common stock. The restricted stock units became fully-vested in connection with the Merger and as a result, were included as a part of the Companys purchase price as no further services from the holders is required to be provided to the Company. The 378,047 restricted stock units remain outstanding as of March 31, 2015. The aggregate value of these shares issued was $2,079,071, or approximately $5.50 per share, and was based on the closing price of the Companys common stock on March 4, 2015. Based on the terms of the Merger Agreement, the Company has agreed to issue these in twelve equal monthly installments, with the first delivery date being the date of the closing of the Merger, however, all shares of common stock to be delivered on March 15, 2016 to the extent they are not previously delivered. The Merger Agreement contained customary conditions that were satisfied prior to the closing of the merger, including the requirement for the Company to receive gross proceeds from a $3.5 million equity offering (See Note 5). Additionally, as required by the Merger Agreement the Company received non-binding commitments from certain third parties for financing of up to $25 million to be used for the construction of retail stores and which is contingent on the achievement of certain performance metrics by the Company. The fair value of the purchase consideration issued to the sellers of Vaporin was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill. Goodwill recognized from the transactions mainly represented the expected operational synergies upon acquisition of the combined entity and intangibles not qualifying for separate recognition. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business. The purchase price allocation was based, in part, on managements knowledge of Vaporins business and the results of a preliminary third party appraisal commissioned by management. The fair value was based on a preliminary valuation. Purchase Consideration Value of consideration paid: $ 17,735,084 Tangible assets acquired and liabilities assumed at fair value Cash $ 136,468 Due from merchant credit card processor 201,141 Accounts receivable 81,256 Inventories 981,558 Property and Equipment 206,668 Other Assets 28,021 Notes payable, net of debt discount of $54,623 (512,377 ) Notes payable related party (1,000,000 ) Accounts Payable and accrued expenses (775,753 ) Derivative Liabilities (49,638 ) Excess liabilities over assets assumed $ (706,685 ) Consideration: Value of common stock issued 17,028,399 Excess liabilities over assets assumed 706,685 Total purchase price $ 17,735,084 Identifiable intangible assets Trade names and technology 1,500,000 Customer relationships 488,274 Assembled workforce 92,326 Total Identifiable Intangible Assets 2,080,600 Goodwill 15,654,484 Total allocation to identifiable intangible assets and goodwill $ 17,735,084 In addition, in connection with the Merger, an aggregate $354,029 of a note and interest payable by the Company to Vaporin was forgiven. In connection with the Merger Agreement, the Company also issued 49,592 warrants to purchase the Companys common stock to certain warrant holders of Vaporin as replacement for warrants issued in connection with previous Vaporin note payable issuances. In addition, the Company also issued 3,947 options to purchase common stock to certain holders of Vaporin as replacement for options issued for services. The Company determined that based on the remaining term of the warrants and options as well as the nature of the remaining services to be provided by the holders that the value of the warrants and options at the date of the Merger was not material. The Company was unable to report the financial results of Vaporin for the period from the date the Merger closed on March 4, 2015 through March 31, 2015. The accounting and reporting operations of Vaporin were fully integrated into the Company at Merger and it is impracticable to separate. The following presents the unaudited pro-forma combined results of operations of the Company with Vaporin as if the acquisition occurred on January 1, 2014. For the three months Ended March 31, 2015 2014 Revenues $ 2,584,884 $ 4,975,337 Net Loss $ (5,378,927 ) $ (2,590,724 ) Net Loss per share $ (0.86 ) $ (0.42 ) Weighted Average number of shares outstanding 6,252,037 6,153,204 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2014 or to project potential operating results as of any future date or for any future periods. In connection with the acquisition of Vaporin, the Company acquired net deferred tax assets consisting of net operating loss carryforwards offset by the difference between the book and tax basis of intangible assets acquired. At the acquisition date, this net deferred tax asset has been completely offset by a valuation allowance. The Joint Venture On December 17, 2014, the Company and Vaporin agreed to enter into the Joint Venture through Emagine, a Delaware limited liability company of which the Company and Vaporin are 50% members. The Operating Agreement provides that Vaporin will serve as the initial manager of Emagine and will manage the day-to-day operations of Emagine, subject to certain customary limitations on managerial actions that require the unanimous consent of the Company and Vaporin, including but not limited to making or guaranteeing loans, distributing cash or other property to the members of Emagine, entering into affiliate transactions, amending or modifying limited liability company organizational documents, and redeeming or repurchasing membership interests from any of the members. The results of operations of Emagine from January 1, 2015 through the date of the Merger were not material. In connection with the completion of the Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of the Company. | Note 4. MERGER WITH VAPORIN, INC. Merger with Vaporin, Inc. On December 17, 2014, the Company entered into the Merger Agreement with Vaporin pursuant to which Vaporin was to merge with and into the Company with Vapor being the surviving entity. The Merger closed on March 4, 2015 whereby 100% of the issued and outstanding shares of Vaporin common stock (including shares of common stock issued upon conversion of Vaporin preferred stock immediately prior to the consummation of the merger in accordance with the Merger Agreement) were converted into, and became 2,718,307 shares of the Companys common stock such that the former Vaporin stockholders collectively hold approximately 45% of the issued and outstanding shares of the Companys common stock following consummation of the Merger. The options and warrants to acquire Vaporin common stock that were issued and outstanding as of the effective time of the Merger, as well as 182,000 restricted stock units which were exchangeable for Vaporin common stock, were assumed by the Company in the merger and the number of shares issued under such securities were adjusted to give effect to the Per Share Merger Consideration (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company completed actions to cause its board of directors immediately following the consummation of the merger to be comprised of (x) three directors chosen by the Companys Board of Directors (at least two of whom shall be independent for purposes of the Nasdaq listing rules) and (y) two directors chosen by the Vaporin Board or Directors (at least one of whom shall be independent for purposes of the Nasdaq listing rules), each to serve for a term expiring on the earlier of his or her death, resignation, removal or the Companys next annual meeting of stockholders and, despite the expiration of his or her term, until his or her successor has been elected and qualified or there is a decrease in the size of the Companys Board of Directors. If at any time prior to the effective time of the merger, any such board designee becomes unable or unwilling to serve as a director of the Company following consummation of the merger, then the party that designated such individual shall designate another individual to serve in such individuals place. The Merger Agreement contained customary representations and warranties of the Company and Vaporin relating to their respective businesses. The Company and Vaporin have agreed to use commercially reasonable efforts to preserve intact its business organization and that of its significant subsidiaries, as well as maintain its rights, franchises and existing relations with customers, suppliers and employees. The Merger Agreement also contains covenants by each party to furnish current information to the other party. The Company has also agreed that, for a period of six years following the closing date of the merger, it will indemnify, defend and hold harmless each officer and director of Vaporin and its subsidiaries against losses arising from such persons status as an officer or director of Vaporin or any of its subsidiaries prior to the effective time of the merger. The Company has also agreed to cover such directors and officers with its existing directors and officers insurance policy or obtain a six-year tail policy, in each case with coverages not less advantageous as Vaporins existing policy, provided, however, that the Company will not be required to pay more than 200% of Vaporins current premium for such insurance. The Merger Agreement contained customary conditions that were satisfied prior to the closing of the merger, including the requirement for the Company to receive gross proceeds from a $3.5 million equity offering disclosed in Note 13. Additionally, the Company must have received commitments from certain third parties for financing of up to $25 million to be used for the construction of retail stores and which is contingent on the achievement of certain performance metrics by the Company. The fair value of the purchase consideration issued to the sellers of Vaporin was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill. Goodwill recognized from the transactions mainly represented the expected operational synergies upon acquisition of the combined entity and intangibles not qualifying for separate recognition. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business. The Company has not completed its evaluation of the purchase price allocation as it is currently conducting a thorough analysis to identify the intangible assets acquired, including whether or not any goodwill is to be recorded, in the Merger and determine the proper allocation of the fair value of such assets with the assistance of a third-party appraiser. The following table presents the unaudited pro-forma financial results, as if the acquisition of Vaporin had been completed as of January 1, 2013 and 2014: For the Years Ended December 31, 2014 2013 Revenues $ 20,253,052 $ 28,259,309 Net (loss) income $ (19,595,702 ) $ 415,316 Loss per share - basic and diluted $ (2.95 ) $ 0.05 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2013 or to project potential operating results as of any future date or for any future periods. The Joint Venture On December 17, 2014, the Company and Vaporin agreed to enter into the Joint Venture through Emagine, a Delaware limited liability company of which the Company and Vaporin are 50% members. The Operating Agreement provides that Vaporin will serve as the initial manager of Emagine and will manage the day-to-day operations of Emagine, subject to certain customary limitations on managerial actions that require the unanimous consent of the Company and Vaporin, including but not limited to making or guaranteeing loans, distributing cash or other property to the members of Emagine, entering into affiliate transactions, amending or modifying limited liability company organizational documents, and redeeming or repurchasing membership interests from any of the members. The purpose of the Joint Venture was to obtain and build-out retail stores for the sale of the Company and Vaporins products under the Emagine Vapor name or The Vape Store, Inc. name or other brands of the respective parties. The parties originally planned to finance the retail stores through third party loan financing secured by a blanket lien on the assets of Emagine. In connection with the Joint Venture, Emagine entered into a Secured Line of Credit Agreement, pursuant to which certain third parties have agreed to provide debt financing of up to $3 million to Emagine to finance the Joint Venture. The Company has accounted for the joint venture under the equity method of accounting for investments. For the year ended December 31, 2014, the operations of the joint-venture were immaterial. In connection with the completion of the Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of the Company. |
Vaporin Inc [Member] | ||
Acquisition | NOTE 7 ACQUISITION Effective August 29, 2014 (the Closing), the Company, Vaporin Acquisitions, Inc., a Florida corporation and wholly-owned subsidiary of the Company (the Merger Sub), The Vape Store, Inc., a Florida corporation (Vape Store), and Steve and Christy Cantrell, holders of all outstanding Vape Store shares (the Cantrells) entered into and closed an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Vape Store merged with and into Merger Sub (the Merger), with Merger Sub continuing as the surviving corporation and a wholly-owned subsidiary of the Company. In connection with the Merger Agreement, the Company paid the Cantrells $800,000 at the Closing and agreed to pay the Cantrells an additional $200,000 within 30 days of the Closing. In addition, the Company issued the Cantrells two shares of the Companys newly created Series E Convertible Preferred Stock. On September 8, 2014, the Companys Series E shares were converted to 571,428 shares of the Companys common stock 10% of the shares of common stock will remain in escrow until completion of an audit of Vape Stores balance sheet as of Closing. Additionally, the Company agreed to assume certain liabilities and business obligations of Vape Store, with respect to which the Company will indemnify the Cantrells. The Company valued these common shares at the fair market value on the date of grant at $5.50 per share or $3,142,854 based on a recent sale of common stock in a private placement. The total purchase price aggregated to $4,142,854. The transaction resulted in a business combination and caused Vape Store to become a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company has an irrevocable option to repurchase from the Cantrells up to a total of 280,000 shares of the Companys common stock at a price of $5.00 per share during the first 12 months following the Closing and at a price of $7.50 per share during the second 12 months following the Closing. In connection with the Merger, the Company entered into an employment agreement, dated as of August 29, 2014 (the Employment Agreement) with Steve Cantrell. Under the terms of the Employment Agreement, Mr. Cantrell will serve as Vice President of the Company and receive an annual salary of $200,000. The Employment Agreement has an initial term of two years and is automatically renewable for successive one-year terms unless either party opts not to renew. In the event of termination by the Company other than for Cause or Abandonment, or in the event of termination by Mr. Cantrell for Good Reason (as capitalized terms are defined in the Employment Agreement), Mr. Cantrell will be entitled to severance in an amount equal to $400,000 less all salary previously received under the Employment Agreement. In accordance with the Employment Agreement, on September 5, 2014 the Company appointed Mr. Cantrell to serve as Vice President and as a Director of the Company. The Company accounted for the acquisition utilizing the purchase method of accounting in accordance with ASC 805 Business Combinations. The Company is the acquirer for accounting purposes and Vape Store is the acquired company. Accordingly, the Company applied pushdown accounting and adjusted to fair value all of the assets and liabilities directly on the financial statements of the subsidiary. The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: Current assets (including cash of $2,000) $ 341,021 Other Assets 6,597 Property and equipment 100,401 Goodwill 3,732,268 Liabilities assumed (37,433 ) Net purchase price $ 4,142,854 The following table summarizes the unaudited pro forma consolidated results of operations as though the Company and Vape Store acquisition had occurred on January 1, 2014: For the twelve months Ended December 31, 2014 As Reported Pro Forma Net Revenues $ 3,281,838 $ 5,056,029 Loss from operations (5,958,350 ) (5,348,336 ) Net Loss (6,201,099 ) (5,534,088 ) Loss per common share: Basic $ (1.74 ) $ (1.56 ) Diluted $ (1.74 ) $ (1.56 ) The unaudited pro forma consolidated income statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved if the Company and Vape Store acquisition had been completed at the beginning of 2014, or results that may be obtained in any future period. |
Notes Payable and Receivable
Notes Payable and Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes Payable and Receivable | Note 5. Notes Payable and Receivable $567,000 Convertible Notes Payable Between January 20, 2015 and January 23, 2015, Vaporin entered into a Securities Purchase Agreement with certain accredited investors providing for the sale of $567,000 of Vaporins Convertible Notes (the Vaporin Notes) and calculated a debt discount on the date of the Merger at $54,623. The Vaporin Notes accrue interest on the outstanding principal at an annual rate of 10%. The principal and accrued interest on the Notes is due and payable between January 20, 2016 and January 23, 2016. The Notes are convertible into the Company common stock at the lower of (i) $5.40 or (ii) a 15% discount to a 20-trading day VWAP following the closing of the merger, which was calculated at $4.75. Investors were provided with standard piggyback registration rights which were conditioned on the March 4, 2015 merger closing. $350,000 Convertible Notes Payable On January 29, 2015, the Company issued a $350,000 convertible promissory note (the Note) to Vaporin in consideration for a loan of $350,000 made by Vaporin to the Company. The Note accrued interest on the outstanding principal at an annual rate of 12%. In connection with the completion of the Merger on March 4, 2015, the $350,000 Note along with accrued interest of $4,029 was extinguished. $1,000,000 Notes Payable Related Party On December 8, 2014, Emagine entered into a Secured Line of Credit Agreement (the Agreement), effective as of December 1, 2014, with one affiliated shareholder of the Company and two unaffiliated investors (the Lenders). Under the Agreement, the Lenders agreed to advance up to $3,000,000 in three equal tranches in exchange for secured promissory notes which mature on March 31, 2016, bear interest at 12% per annum, and are secured by a first lien on the assets of Emagine. The Company drew on a first tranche of funding under the Agreement was on December 1, 2014. The funds were used to purchase and/or open vape stores similar to those operated by the Company. In connection with the completion of the Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of the Company, and the debt was assumed by the Company. $467,095 Notes Receivable On January 12, 2015, the Company entered into an agreement with International Vapor Group, Inc. (IVG) whereby the Company agreed to reduce the $500,000 principal amount of the loan receivable by $50,000 if IVG were to remit payment of all principal and interest accrued on the loan receivable within one day. The Company included the write-down of the loan receivable in selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2014. On January 13, 2015, IVG paid the Company in full. | Note 6. NOTES PAYABLE $1,250,000 Senior Convertible Notes Payable to Related Parties On November 14, 2014, the Company entered into securities purchase agreements with certain accredited investors who are also stockholders of Vaporin providing for the sale of $1,250,000 in aggregate principal amount of the Companys senior convertible notes (the $1,250,000 Senior Convertible Notes) and common stock purchase warrants to purchase up to an aggregate of 227,273 shares of the Companys common stock, $0.001 par value per share with an exercise price of $10.00 per share. The $1,250,000 Senior Convertible Notes accrue interest on the outstanding principal at an annual rate of 7% per annum. The principal and accrued interest on the Notes are due and payable on November 14, 2015, the maturity date of the Notes. The terms of the $1,250,000 Senior Convertible Notes included customary anti-dilution protection and also included piggy-back registration rights with respect to the shares of common stock underlying the $1,250,000 Senior Convertible Notes and warrants. The terms of the Notes provide that the Company may prepay the outstanding principal amount of the Notes, in whole or in part, by paying to the holders thereof an amount in cash equal to 115% of the principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to such holders through the date of such redemption payment. In connection with the completion of the securities purchase agreement for the $1,250,000 Senior Convertible Notes, the Company incurred financing costs of $139,667, which are being amortized on a straight-line basis, which approximates the interest rate method, over the one-year maturity period of the $1,250,000 Senior Convertible Notes. The Company incurred $17,458 in amortization expense of the deferred financing costs during the year ended December 31, 2014. The Notes are convertible into shares of the Companys Common Stock at any time, in whole or in part, at the option of the holder thereof at a conversion price of $5.50 per share (the Conversion Price). The Conversion Price is subject to customary adjustment upon the occurrence of certain events, including but not limited to stock dividends, stock splits, subsequent rights offerings of the Company, pro rata distributions of the Company, and in connection with a Fundamental Transaction (as such term is defined in the securities purchase agreement, which includes, without limitation, mergers, consolidations, a sale of all or substantially all of the assets of the Company, transactions effecting a change in control of the Company and other similar transactions). In connection with the sale and issuance of the $1,250,000 Senior Convertible Notes, the Company also issued warrants to acquire an aggregate of 227,273 shares of the Companys common stock. The Warrants are exercisable after 180 days from the date of issuance, or May 14, 2015, until the fifth anniversary of such date of issuance at an exercise price of $10.00 per share (subject to certain customary adjustments upon the occurrence of certain events, including but not limited to stock dividends, stock splits, subsequent rights offerings of the Company, pro rata distributions of the Company, and in connection with a Fundamental Transaction. Palladium Capital Advisors, LLC acted as the exclusive placement agent for the $1,250,000 Senior Convertible Notes and, as compensation therefor, the Company paid Palladium Capital Advisors, LLC a placement agent fee of $62,500, included as part of financing fees described above, and issued to them a common stock warrant to purchase up to 11,364 shares of our common stock at an initial exercise price of $10.00 per share. The warrant is immediately exercisable and expires on November 14, 2019. The exercise price and number of shares of common stock issuable under the warrant are subject to customary anti-dilutive adjustments for stock splits, stock dividends, recapitalizations and similar transactions. At any time the warrant may be exercised by means of a cashless exercise and the Company will not receive any proceeds at such time. On the date of the issuance of the $1,250,000 Senior Convertible Notes, the Company recorded a debt discount of $1,250,000, of which $701,250 was allocated on a relative fair value basis to the warrants issued and the remaining $548,750 was allocated on a relative fair value basis to the conversion feature embedded within the $1,250,000 Senior Convertible Notes. The debt discount will be amortized using the effective interest method over the life of the $1,250,000 Senior Convertible Note, as applicable, or until such time that the $1,250,000 Senior Convertible Notes are converted, in full or in part, into shares of common stock of the Company with any unamortized debt discount continuing to be amortized in the event of any partial conversion thereof and any unamortized debt discount being expensed at such time of full conversion thereof. During the year ended December 31, 2014, the Company recorded an aggregate $156,250 in non-cash interest expense related to the amortization of the debt discount, which is included in interest expense in the accompanying consolidated statement of operations. $300,000 Senior Convertible Notes Payable to Related Parties On June 19, 2012, the Company entered into securities purchase agreements with Kevin Frija, its former Chief Executive Officer, Harlan Press, its former Chief Financial Officer, and Doron Ziv, a then greater than 10% stockholder of the Company, pursuant to which Messrs. Frija, Press and Ziv purchased from the Company (i) $300,000 aggregate principal amount of the Companys senior convertible notes (the $300,000 Senior Convertible Notes) and (ii) common stock purchase warrants to purchase up to an aggregate of 1,861 shares of the Companys common stock. The Company incurred interest expense of $48,674 during 2013 on the $300,000 Senior Convertible Notes until they were converted in full into 56,338 shares of the Companys common stock and fully extinguished in conjunction with completion of the Private Placement (as defined in Note 9), on October 29, 2013. $50,000 Senior Convertible Notes Payable to Related Parties On September 28, 2012, the Company entered into a securities purchase agreement with Kevin Frija, its former Chief Executive Officer, pursuant to which Mr. Frija purchased from the Company (i) a $50,000 principal amount senior convertible note of the Company (the $50,000 Senior Convertible Note) and (ii) common stock purchase warrants to purchase up to an aggregate of 275 shares of the Companys common stock. The Company incurred interest expense of $8,113 during 2013 on the $50,000 Senior Convertible Notes until they were converted in full into 8,333 shares of the Companys common stock and fully extinguished in conjunction with completion of the Private Placement (as defined in Note 9), on October 29, 2013. During the year ended December 31, 2013, the Company recorded $3,530 in amortization expense related to the debt discount, which is included in interest expense in the accompanying consolidated statements of operations. $350,000 Senior Convertible Notes Payable to Related Parties On July 9, 2013, the Company entered into securities purchase agreements with Ralph Frija, the father of the Companys former Chief Executive Officer Kevin Frija and a less than 5% stockholder of the Company, Philip Holman, the father of the Companys Chief Executive Officer Jeffrey Holman and a less than 5% stockholder of the Company, and Angela Vaccaro, the Companys 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 Companys senior convertible notes (the $350,000 Senior Convertible Notes) and (ii) common stock purchase warrants to purchase up to an aggregate of 675 shares of the Companys common stock (the Warrants) allocable among such Purchasers as follows: ● Ralph Frija purchased a Convertible Note in the principal amount of $200,000 and a Warrant to purchase up to 385 shares of the Companys 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) $5.19 (the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding July 9, 2013)); ● Philip Holman purchased a Convertible Note in the principal amount of $100,000 and a Warrant to purchase up to 964 shares of the Companys 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) $5.19 (the 30-day weighted average closing price per share of the Companys 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 482 shares of the Companys 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) $25.95 (the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding July 9, 2013)). 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 holders at any time after July 8, 2014, subject to certain limitations, are convertible into shares of the Companys common stock at the option of the holders at an initial conversion price of $28.55 per share (which represents 110% of the 30-day weighted average closing price per share of the Companys 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 Company incurred interest expense of $16,126 during 2013 on the $350,000 Senior Convertible Notes. In conjunction with completion of the Private Placement (as defined in Note 9), on October 29, 2013, the conversion price was reduced to $15.00 per share inducing the holders of $350,000 Senior Convertible Notes to fully convert all of these senior convertible notes into 23,334 shares of our common stock, whereupon all of these senior convertible notes were fully extinguished and cease to be outstanding. During the year ended December 31, 2013, the Company recorded $246,375 in induced conversion expense related to the reduction in the conversion price for the $350,000 Senior Convertible Notes. The induced conversion expense is included in other expense in the accompanying consolidated statements of operations. The Company recorded $4,550 as debt discount on the principal amount of the $350,000 Senior Convertible Notes issued on July 9, 2013 due to the valuation of the Warrants issued in conjunction therewith. Additionally, as a result of issuing the Warrants with the $350,000 Senior Convertible Notes, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $3,937, at the time of issuance provided to the holders of the Notes. The debt discounts applicable to the $350,000 Senior Convertible Notes was amortized, using the straight-line method, over the life of the $350,000 Senior Convertible Notes, until October 29, 2013 when the $350,000 Senior Convertible Notes were converted in full into shares of common stock of the Company. The remaining unamortized debt discounts was expensed at the time of the conversion. During the year ended December 31, 2013, the Company recorded $4,550 and $3,937 in amortization expense related to the debt discounts and the beneficial conversion option, respectively. The amortization expense related to the debt discounts and the beneficial conversion option is included in interest expense in the accompanying consolidated statements of operations. The Warrants issued on July 9, 2013 are exercisable at initial exercise prices of $28.55 per share (which represents 110% of the 30-day weighted average closing price per share of the Companys 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 holders for cash or on a cashless basis until July 8, 2018. $75,000 Senior Convertible Notes Payable to Related Parties 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 (the $75,000 Senior Convertible Note) and (ii) a Warrant to purchase up to 144 shares of the Companys 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) $26.135 (the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding July 11, 2013)). 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 $28.75 per share. 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 $28.75 per share and it is exercisable until July 10, 2018. The Company incurred interest expense of $3,957 during 2013 on the $75,000 Senior Convertible Notes. In conjunction with completion of the Private Placement (as defined in Note 9), on October 29, 2013, the conversion price was reduced to $15.00 per share inducing the holder of the $75,000 Senior Convertible Note to fully convert all of these senior convertible notes into 5,000 shares of our common stock, whereupon all of these senior convertible notes were fully extinguished and cease to be outstanding. During the year ended December 31, 2013, the Company recorded $53,202 in induced conversion expense related to the reduction in the conversion price for the $75,000 Senior Convertible Note. The induced conversion expense is included in other expense in the accompanying consolidated statements of operations. The Company recorded $825 as debt discount on the principal amount of the $75,000 Senior Convertible Note issued on July 11, 2013 due to the valuation of the Warrant issued in conjunction therewith. The debt discount applicable to the $75,000 Senior Convertible Note was amortized, using the straight-line method, over the life of the $75,000 Senior Convertible Note, until October 29, 2013 when the $75,000 Senior Convertible Note was converted in full into shares of common stock of the Company. The remaining unamortized debt discounts was expensed at the time of the conversion. During the year ended December 31, 2013, the Company recorded $825 in amortization expense related to the debt discount, and is included in interest expense in the accompanying consolidated statements of operations. The $300,000 Senior Convertible Notes, as amended, the $50,000 Senior Convertible Note, as amended, the $350,000 Senior Convertible Notes, and the $75,000 Senior Convertible Note did not restrict the Companys ability to incur future indebtedness. $500,000 Senior Convertible Note Payable to Stockholder On July 9, 2012, the Company borrowed $500,000 from Ralph Frija, the father of the Companys former Chief Executive Officer Kevin Frija and a less than 5% stockholder of the Company, pursuant to a senior note (the Senior Note). The Senior Note, as amended (as described below), bears interest at 24% per annum, provides for cash principal and interest payments on a monthly basis, is a senior unsecured obligation of the Company, matures on April 22, 2016, is convertible into shares of the Companys common stock at the option of the holder at an initial conversion price of $12.885 per share (which represents 110% of the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding April 30, 2013) subject to certain anti-dilution protection and is a senior unsecured obligation of the Company. Initially, this Senior Note provided for only cash interest payments on a monthly basis, matured at the discretion of the Company on the earlier of (x) the date on which the Company consummated a single or series of related financings from which it received net proceeds in excess of 125% of the initial principal amount of the Senior Note or (y) January 8, 2013 and was not convertible at the option of the holder into shares of the Companys common stock. On November 13, 2012, the Company and the above named holder of the $500,000 Senior Note amended the Note to extend its maturity date for payment from January 8, 2013 to January 8, 2014. On April 30, 2013, the Company and the above named holder of the Senior Note further amended the Note to provide for cash principal and interest payments on a weekly basis, extend the maturity date for payment to April 22, 2016 and make the Note convertible into shares of the Companys common stock at the option of the holder at an initial conversion price of $12.885 per share (which represents 110% of the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding April 30, 2013) subject to certain anti-dilution protection. The Company incurred interest expense of $93,267 during 2013 on the $50,000 Senior Convertible Notes until they were converted in full into 33,332 shares of the Companys common stock and fully extinguished in conjunction with completion of the Private Placement (as defined in Note 9), on October 29, 2013. $500,000 Senior Convertible Note Payable On January 29, 2013, the Company entered into a securities purchase agreement (the Securities Purchase Agreement) with Robert John Sali, pursuant to which Mr. Sali purchased from the Company (i) a $500,000 principal amount senior convertible note of the Company (the 2013 Convertible Note) and (ii) common stock purchase warrants to purchase up to an aggregate of 1,628 shares of the Companys common stock (the Warrant) (which number of shares represents the quotient obtained by dividing (x) $25,000 (5% of the $500,000 principal amount of the 2013 Convertible Note) by (y) $15.35 (the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding January 29, 2013)). The Company generated aggregate proceeds of $500,000 from the sale of these securities pursuant to the Securities Purchase Agreement. The 2013 Convertible Note bears interest at 18% per annum, provides for cash interest payments on a monthly basis, matures on January 28, 2016, is redeemable at the option of the holder at any time after January 28, 2014 subject to certain limitations, is convertible into shares of the Companys common stock at the option of the holder at an initial conversion price of $16.888 per share (which represents 110% of the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding January 29, 2013) subject to certain anti-dilution protection and is a senior unsecured obligation of the Company. The 2013 Convertible Note does not restrict the Companys ability to incur future indebtedness. The Company incurred interest expense of $66,329 during 2013 on the $50,000 Senior Convertible Notes until they were converted in full into 148,039 shares of the Companys common stock and fully extinguished in conjunction with completion of the Private Placement (as defined in Note 9), on October 29, 2013. The Warrant is exercisable at initial exercise price of $16.888 per share (which represents 110% of the 30-day weighted average closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, preceding January 29, 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 January 28, 2018. The Company recorded $10,131 as debt discount on the principal amount of the 2013 Senior Convertible Note issued on January 29, 2013 due to the valuation of the Warrant issued in conjunction therewith. Additionally, as a result of issuing the Warrant with the 2013 Senior Convertible Note, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $79,527, at the time of issuance provided to the holder of the Note. The debt discounts applicable to the 2013 Convertible Note was amortized, using the straight-line method, over the life of the 2013 Convertible Note, until October 29, 2013 when the 2013 Convertible Note was converted in full into shares of common stock of the Company. The remaining unamortized debt discounts was expensed at the time of the conversion. During the year ended December 31, 2013, the Company recorded $10,131 and $79,527 in amortization expense related to the debt discounts and the beneficial conversion option, respectively. The amortization expense related to the debt discounts and the beneficial conversion option is included in interest expense in the accompanying consolidated statements of operations. |
Vaporin Inc [Member] | ||
Notes Payable and Receivable | NOTE 9 NOTES PAYABLE Convertible notes payable On January 24, 2014, following the closing of the Share Exchange, the Company assumed convertible notes payable for a total of $350,000. On January 24, 2014, the debt discount on the convertible notes has a remaining balance of $253,844. These convertible notes payable consisted of the following: $75,000 10% secured convertible promissory note due in June 2014 with a 5-year warrant to purchase 75,000 shares of the Companys common stock at an exercise price of $10 per share for gross proceeds to the Company of $75,000. The note was convertible into shares of the Companys common stock at an initial conversion price of $10 per share. In September 2014, the Company issued 11,000 shares of common stock for the conversion of principal debt of $75,000 including accrued interest of $7,500. The warrants have an exercise price of $0.50 per share, as a result of being reduced from $10 per share pursuant to full-ratchet anti-dilution protection. The Company accounted for the reduction of the conversion price from $10 to a lower price per share and such conversion under ASC 470-20-40 Debt with Conversion and Other Options and accordingly recorded an additional interest expense of $9,900 which is equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. $175,000 10% secured convertible promissory notes due in August 2014 with a 5-year warrant to purchase 30,000 shares of the Companys common stock at an exercise price of $0.50 per share for gross proceeds to the Company of $175,000. The notes are convertible into shares of the Companys common stock at an initial conversion price of $10 per share. In February 2014, the Company paid back the principal plus accrued interest owed to one of the investors for a sum total of $52,433. In September 2014, the Company issued 18,333 shares of common stock for the conversion of principal debt of $125,000 including accrued interest of $12,500. The warrants have an exercise price of $0.50 per share, as a result of being reduced from $10 per share pursuant to full-ratchet anti-dilution protection. The Company accounted for the reduction of the conversion price from $10 to a lower price per share and such conversion under ASC 470-20-40 Debt with Conversion and Other Options and accordingly recorded an additional interest expense of $16,500 which is equal to the fair value of shares issued in excess of the fair value issuable pursuant to the original conversion terms. $100,000 of its 10% convertible promissory notes due in January 2015 with warrants to purchase up to an aggregate of 20,000 shares of the Companys common stock at an exercise price of $5.00 per share for gross proceeds to the Company of $100,000. The notes are convertible into shares of the Companys common stock at an initial conversion price of $5.00 per share, subject to adjustment. On January 22, 2014, prior to the closing of the Share Exchange, the Company issued 10,000 shares of the Companys common stock in connection with the conversion of $50,000 of the notes at a conversion price of $5.00 per share. The warrants have an initial exercise price of $5.00 per share. In accordance with ASC 470-20-25, the convertible notes were considered to have an embedded beneficial conversion feature because the effective conversion price was less than the fair value of the Companys common stock. These convertible notes were fully convertible at the issuance date thus the value of the beneficial conversion and the warrants were treated as a discount on the convertible notes to be amortized over the term of the convertible notes. The fair value of this warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility ranging from 120% to 131%; risk-free interest rate ranging from 1.39% to 1.73% and an expected holding period of five years. During the nine months ended December 31, 2014, amortization of debt discount amounted to $253,844 and was included in interest expense. On January 14, 2014, prior to the closing of the Share Exchange, the Company granted warrants to purchase up to an aggregate of 12,500 shares of the Companys common stock at an exercise price of $0.50 (collectively the Additional Warrants) to a certain note holder in connection with a note that is due in August 2014. The Company issued the Additional Warrants in connection with certain protection clause contained in the note holders respective securities purchase agreements as a result of the Companys subsequent issuance in January 2014 of its warrants related to a convertible note payable at a per share price lower than the per share price paid by the note holder. The fair value of this warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 131%; risk-free interest rate of 1.65% and an expected holding period of five years. During the year ended December 31, 2014, the Company recognized an interest expense of $78,869 and a corresponding derivative liability in connection with the Additional Warrants. The initial conversion price of the notes above and initial exercise prices of warrants issued above are subject to full-ratchet anti-dilution protection. In accordance with ASC Topic 815 Derivatives and Hedging, these convertible notes include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings (see Note 7). Instruments with down-round protection are not considered indexed to a companys own stock under ASC Topic 815, because neither the occurrence of a sale of common stock by the company at market nor the issuance of another equity-linked instrument with a lower strike price is an input to the fair value of a fixed-for-fixed option on equity shares. Notes payable On December 19, 2013, the Company issued a six month 10% note payable of $50,000. The note was scheduled to mature on June 18, 2014. In April 2014, the Company paid off the note including interest in the amount of $51,762. On December 19, 2013, the Company issued a six month 10% note payable of $25,000. The note was scheduled to mature on June 18, 2014. In February 2014, the Company issued 5,000 shares of the Companys common stock in connection with the full conversion of this note. Notes payable related party In connection with the Merger Agreement, the Company agreed to pay the Cantrells $200,000 within 30 days of the Closing. The Company subsequently paid the $200,000 in October 2014. At the closing of the Share Exchange, $285,710 in principal amount plus accrued interest of the notes were cancelled in exchange for the issuance of an aggregate of 100,000 shares of Series C Preferred Stock of the Company. On December 8, 2014, Emagine the Vape Stores, LLC, a Delaware limited liability company (Emagine) managed by Vaporin, Inc., a Delaware corporation (the Company), entered into a Secured Line of Credit Agreement (the Agreement), effective as of December 1, 2014, with one affiliated shareholder of the Company and two unaffiliated investors (the Lenders). Under the Agreement, the Lenders agreed to advance up to $3,000,000 in three equal tranches in exchange for secured promissory notes which mature on March 31, 2016, bear interest at 12% per annum, and are secured by a first lien on the assets of Emagine. The first tranche of funding under the Agreement was provided on December 1, 2014. The funds will be used to purchase and/or open Vape Stores similar to those operated by the Company. In connection with the completion of the Vapor Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of Vapor. |
Factoring Facility and Term Loa
Factoring Facility and Term Loan Payable | 12 Months Ended |
Dec. 31, 2014 | |
Factoring Facility And Term Loan Payable | |
Factoring Facility and Term Loan Payable | Note 7. FACTORING FACILITY AND TERM LOAN PAYABLE Factoring Facility On August 8, 2013, the Company and Smoke entered into an accounts receivable factoring facility (the Factoring Facility) with Entrepreneur Growth Capital, LLC (the Lender) pursuant to an Invoice Purchase and Sale Agreement, dated August 8, 2013, by and among them (the Factoring Agreement). The Factoring Facility has an initial term of one year and automatically renews from month to month thereafter subject to the Company terminating it earlier upon at least 15 business days advance written notice provided that all obligations are paid (including a termination fee, if applicable, as specified in the Factoring Agreement). The Factoring Facility is secured by a security interest in substantially all of the Companys assets. Under the terms of the Factoring Agreement, the Lender may, at its sole discretion, purchase certain of the Companys eligible accounts receivable. Upon any acquisition of an account receivable, the Lender will advance to the Company up to 50% of the face amount of the account receivable. Each account receivable purchased by the Lender will be subject to a factoring fee of 1% of the gross face amount of such purchased account for each 30 day period (or part thereof) the purchased account remains unpaid. The Lender will generally have full recourse against the Company in the event of nonpayment of any such purchased account. The Factoring Agreement contains covenants and provisions relating to events of default that are customary for agreements of this type. The failure to satisfy covenants under the Factoring Agreement or the occurrence of other specified events that constitute an event of default could result in the termination of the Factoring Facility and/or the acceleration of the repayment obligations of the Company. During the year ended December 31, 2013 gross borrowings under the Factoring Facility were $407,888, all of which were repaid as of September 30, 2013. There were no borrowings during the year ended December 31, 2014. 2013 Term Loan On August 16, 2013, the Company and Smoke entered into a $750,000 term loan (the 2013 Term Loan) with the Lender pursuant to a Credit Card Receivables Advance Agreement, dated August 16, 2013, by and among them (the Term Agreement). The Term Loan matured on August 15, 2014, was payable from the Companys and Smokes merchant credit card receivables at the annual rate of 16% subject to the Lender retaining a daily fixed amount of $3,346 from the daily collection of the merchant credit card receivables and is secured by a security interest in substantially all of the Companys assets. The Company used the proceeds of the Term Loan for general working capital purposes. At December 31, 2013 the Company had $478,847 of borrowings outstanding under the 2013 Term Loan. During the year ended December 31, 2014 and 2013, the Company recorded $76,617 and $44,769, respectively, in interest expense for the 2013 Term Loan and this amount is included in interest expense in the accompanying consolidated statements of operations. The 2013 Term Loan was repaid in full during the year ended December 31, 2014. 2014 Term Loan On September 23, 2014, the Company and Smoke entered into a $1,000,000 term loan (the 2014 Term Loan) with the Lender pursuant to a secured promissory note entered into by the Company and Smoke in favor of the Lender (the Secured Note). Under the Secured Note, the 2014 Term Loan bears interest at 14% per annum and is secured by a security interest in substantially all of the Companys assets. Under the Secured Note, the principal amount of the 2014 Term Loan is payable in twelve (12) successive monthly installments of $83,333 with the last payment due in September 2015. Interest on the 2014 Term Loan is payable in arrears. The Company used the proceeds of the 2014 Term Loan for general working capital purposes. The Term Agreement contains covenants that are customary for agreements of this type. The failure to satisfy covenants under the Term Agreement or the occurrence of other specified events that constitute an event of default could result in the termination of the Term Agreement (as well as the Factoring Agreement) and/or the acceleration of the repayment of the Term Loan and the other obligations of the Company (including the Factoring Facility). The Term Agreement contains provisions relating to events of default that are customary for agreements of this type. At December 31, 2014, the Company had $750,000 of borrowings outstanding under the 2014 Term Loan. During the year ended December 31, 2014, the Company recorded $24,086 in interest expense for the 2014 Term Loan and this amount is included in interest expense in the accompanying consolidated statements of operations. The Companys Chief Executive Officer and Former Chief Financial Officer have personally guaranteed performance of certain of the Companys obligations under the Factoring Agreement and the Term Agreement. In consideration of the Companys Former Chief Financial Officer providing the personal guarantee, the Company has agreed to amend his employment agreement as described in Note 9. |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2014 | |
Leases [Abstract] | |
Capital Lease Obligations | Note 8. CAPITAL LEASE OBLIGATIONS On October 1, 2014, the Company entered into a capital lease obligation in connection with the acquisition of equipment for its retail locations in the principal amount of $179,359. Annual interest on the capital lease obligation is 15.8% and borrowings are to be repaid over 36 months maturing on October 17, 2017. During the year ended December 31, 2014, the Company incurred interest expense associated with the capital lease obligation of $4,679. Depreciation expense incurred during the year ended December 31, 2014 for equipment held under capital lease obligations was $9,964. The net book value of equipment held under capital lease obligations at December 31, 2014 is $169,395. Future minimum lease payments under non-cancelable capital leases that have initial or remaining terms in excess of one year at December 31, 2014 are due as follows: Capital 2015 $ 75,485 2016 75,485 2017 62,904 Total 213,874 Amounts representing interest payments (42,416 ) Present value of future minimum payments 171,458 Current portion of capital lease obligations (52,015 ) Capital lease obligations, long term $ 119,443 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Vaporin Inc [Member] | |
Derivative Liabilities | NOTE 10 DERIVATIVE LIABILITIES In connection with the issuance of the 10% convertible notes (see Note 9), the Company determined that the terms of the convertible notes include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company. Accordingly, under the provisions of FASB ASC Topic No. 815-40, Derivatives and Hedging - Contracts in an Entitys Own Stock, the convertible instrument was accounted for as a derivative liability at the date of issuance and adjusted to fair value through earnings at each reporting date. The Company has recognized a derivative liability of $43,944 and $0 at December 31, 2014 and December 31, 2013, respectively. The gain resulting from the decrease in fair value of this convertible instrument was $251,625 for year ended December 31, 2014. The derivative expense was $86,484, for year ended December 31, 2014. The Company reclassified $90,064 to paid-in capital due to the payment of convertible notes during the twelve months ended December 31, 2014. The Company used the following assumptions for determining the fair value of the convertible instruments under the Black-Scholes option pricing model: December 31, 2014 Dividend rate 0 % Term (in years) 0.33 - 5 Years Volatility 126% - 131 % Risk-free interest rate 0.05% - 1.73 % |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity | Note 6. STOCKHOLDERS EQUITY Issuance of Common Stock On February 3, 2014, the Company entered into a consulting agreement (the Consulting Agreement) with Knight Global Services, LLC (Knight Global) pursuant to which the Company retained Knight Global to assist the Company with increasing awareness of its electronic cigarette brands as well as assisting the Company to expand and diversify its relationships with large retailers and national chains. Knight Global is a wholly owned subsidiary of Knight Global, LLC of which Ryan Kavanaugh is an investor and principal. Effective March 5, 2014, the Board of Directors of the Company elected Mr. Kavanaugh as a member of the Board of Directors in accordance with the Consulting Agreement. Knight Global serves as the family office for Mr. Kavanaugh. Under the terms of the Consulting Agreement, the Company issued to Mr. Kavanaugh 80,000 shares of its common stock, of which 10,000 shares vested immediately while the remaining 70,000 shares vest in installments of 10,000 shares per quarterly period beginning on the 90th day following February 3, 2014 and each ensuing quarterly period thereafter so long as the Consulting Agreement has not been terminated and during each quarterly period Knight Global has presented the Company with a minimum of six (6) bona fide opportunities for activities specified in the Consulting Agreement that are intended to increase awareness of the Companys electronic cigarettes. In addition, during the term of the Consulting Agreement, which is 2 years, and during an 18-month post-termination period, the Company has agreed to pay Knight Global commissions payable in cash equal to 6% of net sales (as defined in the Consulting Agreement) of its products to retailers introduced by Knight Global and to retailers with which the Company has existing relationships and with which Knight Global is able, based on its verifiable efforts, to increase net sales of the Companys products. The grant date fair value of the common shares issued on February 3, 2014 was $3,080,000 based on closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, on February 3, 2014. On January 24, 2015, the Company and Knight Global mutually agreed to terminate the Consulting Agreement as it was in the best interests of both parties to do so. As a result of such termination, the Company issued 10,000 shares of its common stock to Knight Global pursuant to the early termination provisions of the Consulting Agreement. The Company cancelled 30,000 shares that were not vested that had been previously issued to Mr. Kavanaugh. In addition, on January 24, 2015, the Company received notice from Ryan Kavanaugh, a director of the Company that he had resigned from the Companys board of directors, effective immediately. During the three months ended March 31, 2015 and 2014, the Company recognized stock-based compensation expense, for the Consulting Agreement, in the amount of $322,067 and $592,300, which is included as part of selling, general and administrative expense in the accompanying condensed consolidated statements of operations. Private Placement of Common Stock In connection with the Merger, on March 3, 2015, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with certain accredited investors providing for the sale of $3,500,960 in shares of the Companys Common Stock, par value $0.001 per share, at a price of $5.10 per share. The Company also issued Warrants to purchasers of the shares to acquire an aggregate of 547,026 shares of the Companys Common Stock with an exercise price of $6.40 per share. The shares and Warrants were issued and sold through an exempt private securities offering to certain accredited investors. The Company incurred aggregate offering costs of $559,000 in connection with the private placement, of which $350,000 was paid to Palladium Capital Advisors, the Companys placement agent. Under the Purchase Agreement, the Company made certain customary representations and warranties to the purchasers concerning the Company and its operations. The Company has also agreed to register the Common Stock and the Warrants for resale pursuant to an effective registration statement which must be filed within 45 days of March 3, 2015 and must be effective by the later of (i) the 90 th th Warrants A summary of warrant activity for the three months ended March 31, 2015 is presented below: Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 243,218 $ 10.05 Warrants granted 598,763 8.20 Warrants exercised Warrants forfeited or expired Outstanding at March 31, 2015 841,981 $ 8.75 5.0 $ - Exercisable at March 31, 2015 603,345 $ 8.25 5.0 $ - Stock-based Compensation During the three months ended March 31, 2015 and 2014, the Company recognized stock-based compensation expense in connection with the amortization of stock option expense of $364,576 and $18,106, respectively, which is included as part of selling, general and administrative expense in the accompanying condensed consolidated statements of operations. No employee stock options were granted during the first quarter of 2015, with the exception of the 19,734 options granted in connection with the Merger, for which the grant date fair value was determined to be immaterial. Stock option activity Options outstanding at March 31, 2015 under the various plans are as follows: Plan Total Number of Options Outstanding under Plans Equity compensation plans not approved by security holders 180,000 Equity Incentive Plan 68,567 248,567 A summary of activity under all option Plans at March 31, 2015 and changes during the three months ended March 31, 2015: Number of Shares Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 268,860 $ 15.4 6.53 $ - Options granted 3,947 28.05 - - Options exercised - - - - Options forfeited or expired (24,240 ) 36.60 - - Outstanding at March 31, 2015 248,567 $ 13.55 6.17 $ - Exercisable at March 31, 2015 209,847 $ 11.30 6.52 $ - Options available for grant at March 31, 2015 281,773 At March 31, 2015 the amount of unamortized stock-based compensation expense on unvested stock options granted to employees and consultants was $338,105 and will vest over 1.6 years. Loss per share Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Companys convertible debt and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the exercise of stock options from the calculation of net loss per share, as their effect is antidilutive. The following table summarizes the Companys securities that have been excluded from the calculation of basic and dilutive loss per share as their effect would be anti-dilutive: March 31, 2015 2014 Convertible debt 358,862 - Stock options 244,620 234,900 Warrants 841,981 43,176 Total 1,445,463 278,076 | Note 9. STOCKHOLDERS EQUITY Preferred Stock The Companys amended and restated articles of incorporation authorizes the Companys Board of Directors to issue up to 1,000,000 shares of blank check preferred stock, having a $0.001 par value, in one or more series without stockholder approval. Each such series of preferred stock may have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as determined by the Companys Board of Directors. At December 31, 2014 and 2013, no shares of preferred stock were issued or outstanding. Common Stock The Companys amended and restated articles of incorporation authorizes the Companys Board of Directors to issue up to 50,000,000 shares of common stock having a par value of $0.001 per share. Each share entitles the holder to one vote. Common Stock Issued for Services On March 15 and June 15, 2013, the Company issued a total of 4,000 shares of common stock, pursuant to a consultancy agreement dated March 4, 2013. The Company terminated this consultancy agreement effective June 2013. Prior to termination of the agreement, the Company had agreed to issue on a quarterly basis common stock as compensation for services provided thereunder. The Company determined that the fair value of the common stock issued was more readily determinable than the fair value of the services provided. Accordingly, the Company recorded the fair market value of the stock as compensation expense. The Company valued the shares issued on March 15 and June 15, 2013 shares at $29,500 and $57,500, respectively, based on closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, on March 15 and June 15, 2013, respectively. During the year ended December 31, 2013, the Company recognized stock-based compensation expense in the amount of $87,000, which is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. On February 3, 2014, the Company entered into a consulting agreement (the Consulting Agreement) with Knight Global Services, LLC (Knight Global) pursuant to which the Company retained Knight Global to assist the Company with increasing awareness of its electronic cigarette brands as well as assisting the Company to expand and diversify its relationships with large retailers and national chains. Knight Global is a wholly owned subsidiary of Knight Global, LLC of which Ryan Kavanaugh is an investor and principal. Effective March 5, 2014, the Board of Directors of the Company elected Mr. Kavanaugh as a member of the Board of Directors in accordance with the Consulting Agreement. Knight Global serves as the family office for Mr. Kavanaugh. Mr. Kavanaugh is the Founder and Chief Executive Officer of Relativity, a next-generation media company engaged in multiple aspects of entertainment, including film production; financing and distribution; television; sports management; music publishing; and digital media. Under the terms of the Consulting Agreement, the Company has issued to Mr. Kavanaugh 80,000 shares of its common stock, of which 10,000 shares vested immediately upon execution of the Consulting Agreement, 10,000 shares vested on May 3, 2014, 10,000 shares vested on August 3, 2014, 10,000 shares vested on November 3, 2014 and 10,000 shares will vest in installments of 10,000 shares each quarterly period beginning on the 90th day following November 3, 2014 and each ensuing quarterly period thereafter so long as the Consulting Agreement has not been terminated and during each quarterly period Knight Global has presented the Company with a minimum of six (6) bona fide opportunities for activities specified in the Consulting Agreement that are intended to increase awareness of the Companys electronic cigarettes. In addition, during the term of the Consulting Agreement, which is 2 years, and during an 18-month post-termination period, the Company has agreed to pay Knight Global commissions payable in cash equal to 6% of net sales (as defined in the Consulting Agreement) of its products to retailers introduced by Knight Global and to retailers with which the Company has existing relationships and with which Knight Global is able, based on its verifiable efforts, to increase net sales of the Companys products. No commissions were paid under the consulting agreement during the year ended December 31, 2014. The grant date fair value of the common shares issued on February 3, 2014 was $3,080,000 based on closing price per share of the Companys common stock, as reported on the OTC Bulletin Board, on February 3, 2014. During the year ended December 31, 2014, the Company recognized stock-based compensation expense relating to the Consulting Agreement, in the amount of $1,602,933, which is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. On January 24, 2015, the Company and Knight Global mutually agreed to terminate the Consulting Agreement as it was in the best interests of both parties to do so. As a result of such termination, the Company issued 10,000 shares of its common stock to Knight Global pursuant to the early termination provisions of the Consulting Agreement. The Company will incur $322,067 in connection with this final issuance during the first quarter of 2015. In addition, on January 24, 2015, the Company received notice from Ryan Kavanaugh, a director of the Company that he had resigned from the Companys board of directors, effective immediately. Private Placement of Common Stock On October 22, 2013, the Company entered into a purchase agreement (the Purchase Agreement) with various institutional and individual accredited investors and certain of its officers and directors to raise gross proceeds of $10 million in a private placement of 666,668 shares of its common stock at a per share price of $15.00 (the Private Placement). On October 29, 2013, the Company completed the Private Placement. The Company received net proceeds from the Private Placement of approximately $9.0 million, after paying placement agent fees and estimated offering expenses, which the Company used to fund its growth initiatives and for working capital purposes. Of the approximate $1 million in offering costs, approximately $110,000 were incurred during the year ended December 31, 2014. Pursuant to the Purchase Agreement, concomitantly with completion of the Private Placement, the Company entered into a registration rights agreement with the investors (other than its participating officers and directors), pursuant to which the Company filed with the SEC an initial registration statement to register for resale the 3,216,171 shares of the Companys common stock purchased by the investors (other than the Companys participating officers and directors). The initial registration statement was declared effective by the SEC on January 27, 2014. On March 5, 2014, the Company filed a post-effective amendment to the initial registration statement. The post-effective amendment to the initial registration statement was declared effective by the SEC on March 11, 2014. On June 20, 2014, the Company filed a second post-effective amendment to the initial registration statement. The second post-effective amendment to the initial registration statement was declared effective by the SEC on June 27, 2014. If the second post-effective amendment to the initial registration statement after being declared effective by the SEC is not effective for resales for more than 20 consecutive days or more than 45 days in any 12 month period during the registration period (i.e., the earlier of the date on which the shares have been sold or are eligible for sale under SEC Rule 144 without restriction), the Company is required to pay the investors (other than the Companys participating officers and directors) liquidated damages in cash equal to 1.5% of the aggregate purchase price paid by the investors for the shares for every 30 days or portion thereof until the default is cured. These cash payments could be as much as $81,489 for every 30 days. Under the terms of the Purchase Agreement, the Company: ● Amended its existing equity incentive plan on November 20, 2013 to reduce the number of shares of its common stock reserved and available for issuance under the plan to 360,000 from 1,600,000. ● Effectuated a reverse stock split of its common stock at a ratio of 1-for-5, which became effective in the marketplace at the opening of business December 27, 2013 (as disclosed in Note 1 above). ● Reincorporated to the State of Delaware effective on December 31, 2013 (as disclosed in Note 1). ● Reconstituted its board of directors effective April 25, 2014 so that the board of directors consists of five members, a majority of whom each qualify as an independent director as defined in NASDAQ Marketplace Rule 5605(a)(2) and the related NASDAQ interpretative guidance; and ● Listed its common stock on The NASDAQ Capital Market effective May 30, 2014. In conjunction with completion of the Private Placement, on October 29, 2013, the holders of the Companys approximately $1.7 million of outstanding senior convertible notes, some of whom were officers and directors of the Company, converted in full all of these senior convertible notes into approximately 780,000 shares of the Companys common stock, whereupon all of these senior convertible notes were fully extinguished and cease to be outstanding. See Note 6. All of the warrants issued in conjunction with the convertible notes described in Note 6 and the Private Placement were evaluated in accordance with ASC 815 and were determined to be equity instruments. The Company estimated the fair value of these Warrants using the Black-Scholes-Merton valuation model. The significant assumptions which the Company used to measure their respective fair values included stock prices ranging from $5.00 to $17.50 per share, expected terms of 5 years, volatility ranging from 30.3% to 51.4%, risk free interest rates ranging from 0.71% to 0.90%, and a dividend yield of 0.0%. Warrants A summary of warrant activity for the years ended December 31, 2014 and 2013 is presented below: Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2013 2,135 $ 5.40 Warrants granted 41,041 16.70 Warrants exercised Warrants forfeited or expired Outstanding at December 31, 2013 43,176 $ 16.15 Warrants granted 238,636 10.00 Warrants exercised (38,594 ) 16.50 Warrants forfeited or expired Outstanding at December 31, 2014 243,218 $ 10.05 5.0 $ Exercisable at December 31, 2014 43,124 $ 16.15 5.0 $ During the year ended December 31, 2014, 192,970 warrants were exercised in a cashless manner into 28,477 shares of common stock. Equity Incentive Plan There are 360,000 shares of common stock reserved for issuance under the Companys Equity Incentive Plan (after giving effect to the reduction of the number of shares reserved and available for issuance thereunder and the 1-for-5 reverse stock split, each as implemented in accordance with the Purchase Agreement governing the Private Placement), which was duly adopted by the stockholders on November 24, 2009. The Plan provides for the granting of incentive stock options to employees, the granting of non-qualified stock options to employees, non-employee directors and consultants, and the granting of restricted stock to employees, non-employee directors and consultants in connection with their retention and/or continued employment by the Company. Options issued under the Plan generally have a ten-year term and generally become exercisable over a four-year period. Shares subject to awards that expire unexercised or are forfeited or terminated will again become available for issuance under the Plan. No participant in the Equity Incentive Plan can receive option grants and/or restricted shares for more than 20% of the total shares subject to the Plan. Stock-Based Compensation On March 6, 2014, the Board granted to Ryan Kavanaugh a non-qualified Directors stock option award under the Companys Equity Incentive Plan to purchase up to 12,000 shares of the Companys common stock at an exercise price per share equal to $41.50 (the closing share price of the Companys common stock as reported on the OTC Bulletin Board at the close of trading on the grant date). On April 25, 2014, the Board granted to each of the three (3) other New Directors a non-qualified stock option award under the Companys Equity Incentive Plan to purchase up to 12,000 shares of the Companys common stock at an exercise price per share equal to $32.40 (the closing share price of the Companys common stock as reported on the OTC Bulletin Board at the close of trading on the grant date). Each of the New Directors stock options expire on the fifth anniversary of the grant date, vest in equal annual installments over a three-year period from the grant date subject to he/she serving as a member of the Board on each such vesting date and is to be evidenced by a non-qualified stock option agreement customarily utilized under the Equity Incentive Plan. The weighted average grant date fair value of the March 6 and April 25, 2014 awards were $149,160 and $315,720, respectively. In addition, during the year ended December 31, 2014, the Company issued non-qualified stock option awards under the Companys Equity Incentive Plan to purchase up to 2,400 shares of the Companys common stock at an exercise price equal to $8.30 (the closing share price of the Companys common stock as reported on the OTC Bulletin Board at the close of trading on the grant date). The options vest in 3 annual installments and had an aggregate grant date fair value of $29,832. During the year ended December 31, 2013, the Company issued non-qualified stock option awards under the Companys Equity Incentive Plan to purchase up to 2,000 shares of the Companys common stock at an exercise price equal to $21.75 (the closing share price of the Companys common stock as reported on the OTC Bulletin Board at the close of trading on the grant date) that vest in 3 annual installments and had an aggregate grant date fair value of $25,900 and up to 31,200 shares of the Companys common stock at an exercise price equal to $21.75 (the closing share price of the Companys common stock as reported on the OTC Bulletin Board at the close of trading on the grant date) that vest in 4 annual installments and had an aggregate grant date fair value of $80,808. The fair value of employee stock options was estimated using the following weighted-average assumptions: For the Years Ended December 31, 2014 2013 Expected term 5 - 7 years 6.3 - 10 years Risk Free interest rate 1.57% - 1.72 % 2.62 % Dividend yield 0.0 % 0.0 % Volatility 27% - 31 % 46.3 % Stock option activity Options outstanding at December 31, 2014 under the various plans are as follows (in thousands): Plan Total Number of Options Outstanding in Plans Equity compensation plans not approved by security holders 180 Equity Incentive Plan 89 269 A summary of activity under all option Plans for the years ended December 31, 2014 and 2013 is presented below (in thousands, except per share data): Number of Shares Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2013 226 $ 10.30 Options granted 8 21.75 Options exercised (8 ) 7.85 Options forfeited or expired (2 ) 6.35 Outstanding at December 31, 2013 224 10.85 Options granted 50 35.00 Options exercised (1 ) 5.00 Options forfeited or expired (4 ) 7.35 Outstanding at December 31, 2014 269 $ 15.40 6.53 $ - Exercisable at December 31, 2014 203 $ 10.85 6.45 $ - Options available for grants at December 31, 2014 260 For the years ended December 31, 2014 and 2013, the Companys estimated forfeiture rate utilized ranged from 0.01% to 0.02%. During the years ended December 31, 2014 and 2013, the Company recognized stock-based compensation expense, for the vesting of stock options, of $163,646 and $48,239, respectively. Stock-based compensation expense is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2014, 1,012,745 common stock options that were granted had vested and 66,311 common stock options were unvested. At December 31, 2014 and 2013, the amount of unamortized stock-based compensation expense on unvested stock options granted to employees and consultants was and $476,828 and $150,037, respectively. The unamortized amounts will be amortized over the remaining vesting period through September 30, 2016. The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. Compensation expense includes the impact of an estimate for forfeitures for all stock options. The Company estimated the fair value of employee stock options using the Black-Scholes-Merton option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service periods of the respective awards. The expected term of such stock options represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by SAB 107 for plain vanilla options. Through September 30, 2014, the expected stock price volatility for the Companys stock options was determined by using an average of the historical volatilities of the Company and industry peers. Beginning in the fourth quarter of 2014, the Company began estimating its expected volatility using the weekly trading prices of its own common stock as the Company felt this was a more appropriate measure. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Companys stock options. The expected dividend assumption is based on the Companys history and expectation of dividend payouts. (Loss) Earnings Per Share The Company utilizes ASC 260, Earnings per Share, (ASC 260) to calculate earnings or loss per share. Basic earnings or loss per share is computed by dividing the net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Companys convertible debt and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the exercise of stock options, convertible notes and common stock purchase warrants from the calculation of net loss per share, as their effect is antidilutive. The following table reconciles the numerator and denominator for the calculation: For the years ended 2014 2013 Net (loss) income - basic $ (13,852,249 ) $ 801,352 Denominator basic: Weighted average number of common shares outstanding 3,283,030 2,563,697 Basic (loss) earnings per common share $ (4.22 ) $ 0.31 Net (loss) earnings diluted $ (13,852,249 ) $ 801,352 Denominator diluted: Basic weighted average number of common shares outstanding 3,283,030 2,563,697 Weighted average effect of dilutive securities: Common share equivalents of outstanding stock options - 69,886 Common share equivalents of convertible debt - - Common share equivalents of outstanding warrants - 3,690 Diluted weighted average number of common shares outstanding 3,283,030 2,637,273 Diluted (loss) earnings per common share $ (4.22 ) $ 0.30 Securities excluded from the weighted outstanding calculation because their inclusion would have been antidilutive: Convertible debt 227,273 Stock options 268,860 1,287 Warrants 243,218 818 |
Vaporin Inc [Member] | ||
Stockholders' Equity | NOTE 11 STOCKHOLDERS EQUITY The Company is authorized to issue up to 200,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of blank check preferred stock, par value $0.0001 per share. On May 30, 2014, the Board of Directors of the Company approved an amendment (the Amendment) to the 2014 Equity Incentive Plan (the Plan) which provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units (RSUs) and stock appreciation rights to employees, consultants, officers and directors of the Company in order to help the Company attract, retain and incentivize qualified individuals that will contribute to the Companys success. The Amendment increased the maximum number of shares of the Companys common stock that may be issued under the Plan from a total of 500,000 shares to a total of 1,000,000 shares. Series A Preferred Stock On April 8, 2014, the holders of all shares of the Companys Series A Preferred Stock converted the shares of Series A Preferred Stock into a total of 60,000 shares of common stock. At December 31, 2014, the Company did not have any shares of Series A Preferred Stock outstanding. Series B Preferred Stock The Company has outstanding 100,000 shares of Series B Preferred Stock. Each share has a liquidation preference equal to $0.0001 per share. Shares of Series B Preferred Stock are convertible at any time on a share-for-share basis, subject to a limitation that the holder shall not at any time be a beneficial owner of more than 9.99% of the Companys common stock outstanding at such time. The Series B votes on an as-converted basis, subject to this limitation. Holders of Series B have no dividend preference. Series C Preferred Stock The Company has outstanding 1,550 shares of Series C Preferred Stock. Each share has a liquidation preference equal to $0.0001 per share. Shares of Series C Preferred Stock are convertible at any time on a 1 share of Series C Preferred Stock-for-1,000 shares of common stock basis, subject to a limitation that the holder shall not at any time be a beneficial owner of more than 9.99% of the Companys common stock outstanding at such time. The Series C votes on an as-converted basis, subject to this limitation. Holders of Series C have no dividend preference. Series E Preferred Stock On September 2, 2014, the Company filed a Certificate of Designation creating the Series E Convertible Preferred Stock of the Company. The Series E shares: (i) automatically convert into shares of the Companys common stock at a rate of 285,714.29 shares of common stock for each share of Series E at such time that the Company has sufficient authorized capital, (ii) are entitled to vote on all matters submitted to shareholders of the Company on an as-converted basis and (iii) have a nominal liquidation preference. The Series E converted into common stock on September 8, 2014. (A) Share Exchange In January 2014, the Company entered into the Share Exchange with Vaporin Florida. Pursuant to the Exchange Agreement, all of the issued and outstanding common stock of Vaporin Florida was exchanged for an aggregate of 700,000 shares of the Companys common stock. Additionally, the holders of all of Vaporin Floridas issued and outstanding Series A Preferred Stock and the holders of outstanding notes of Vaporin Florida in the aggregate principal amount of $285,710 (the Vaporin Florida Notes) exchanged all of the outstanding shares of Vaporin Floridas Series A Preferred Stock and converted the Vaporin Florida Notes into an aggregate of 2,000 shares of the Companys Series C Preferred Stock. This transaction was accounted for as a reverse recapitalization of Vaporin Florida whereby Vaporin Florida is considered the acquirer for accounting purposes. The Company is deemed to have issued 1,883,250 shares of common stock and 60,000 shares of Series A Preferred Stock which represents the outstanding common and preferred stock of the Company just prior to the closing of the transaction. (B) Private Placement In January 2014, the Company entered into stock purchase agreements with accredited investors pursuant to which they purchased 115,000 shares of common stock and 100,000 shares of Series B Preferred Stock at a price of $5.00 per share for net proceeds of $1,043,500. The Company paid placement agent fees of $31,500 in connection with the sale of common and preferred stock. On April 1, 2014, the Company closed on a private placement of 503,993 shares of the Companys common stock to accredited investors at a price per share of $5.00. Subsequent closings took place on April 7, 2014 and May 6, 2014. The offering generated gross proceeds to the Company of $2,529,965. As compensation, the acting placement agent for the offering received a commission of 10% of the gross proceeds from the shares it sold and a number of five-year warrants equal to 10% of the shares it sold. To date, the Company has paid the placement agent $144,997 and issued the placement agent 28,999 five-year warrants exercisable at $5.00 per share. The net proceeds to the Company, after deducting placement agent fees, legal fees, filing fees and escrow expenses, were $2,290,768. On August 29, 2014, the Company raised $880,000 in gross proceeds from the sale of 160,000 shares of common stock at a price of $5.50 per share in a private placement offering to four accredited investors. The Company has paid legal fees and escrow expenses related to the private placement of approximately $58,000 which resulted to a net proceeds to the Company of approximately $822,000. On September 29, 2014, the Company raised $220,000 in gross proceeds from the sale of 40,000 shares of common stock at a price of $5.50 per share in a private placement offering to four accredited investors. The Company has paid legal fees, filing fees and escrow expenses related to the private placement of approximately $18,700 which resulted to a net proceeds to the Company of approximately $201,000. The securities were not registered under the Securities Act and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Act and Rule 506(b) promulgated thereunder. (C) Common stock for services In March 2014, the Company issued an aggregate of 51,000 shares of the Companys common stock to two consultants for consulting services rendered. The Company valued these common shares at the fair market value on the date of grant at approximately $5.00 per share or $255,000 based on the sale of commons stock in a private placement at $5.00 per common share. In connection with the issuance of these common shares, the Company recorded stock based consulting for the year ended December 31, 2014 of $255,000. Between April 2014 and May 2014, the Company issued an aggregate of 102,000 shares of the Companys common stock to various consultants for consulting and accounting service rendered. The Company valued these common shares at the fair market value on the date of grant at approximately $5.00 per share or $510,000 based on the sale of commons stock in a private placement at $5.00 per common share. In connection with the issuance of these common shares, the Company recorded stock based consulting for the year ended December 31, 2014 of $510,000. On May 30, 2014, the Board of Directors approved the grant under the Plan of 400,000 restricted stock units (RSU) to Marlin Capital Investments, LLC, a consultant to the Company, 200,000 RSUs to Greg Brauser, the Companys Chief Operating Officer, and 200,000 RSUs to Scott Frohman, the Companys Chief Executive Officer and Director. All the RSUs will vest quarterly in approximately equal installments over a three-year period from the date of issuance or upon a change in control as defined in the Plan, subject to the consultants or individuals continued service to the Company on each applicable vesting date, with delivery of shares taking place on the third anniversary of the date of issuance. In connection with the grant of these RSUs, the Company recorded stock based compensation and consulting in the year ended December 31, 2014 of $1,239,129. Between July 2014 and August 2014, the Company issued an aggregate of 34,250 shares of the Companys common stock to various consultants for consulting service rendered. In connection with the issuance of these common shares, the Company recorded stock based consulting for twelve year ended December 31, 2014 of $124,375. In July 2014, the Company entered into a one-year employment agreement for a Vice President of Internet Marketing. The Company granted the executive 10,000 restricted shares of common stock and 5,000 stock options exercisable at $4.15 vesting quarterly over a three-year period. The Company valued these common shares at the fair market value on the date of grant at $5.00 per share or a total of $50,000 based on the quoted trading price on the grant date. In connection with the issuance of these common shares, the Company recorded stock based compensation for the year ended December 31, 2014 of $50,000. The 5,000 stock options were valued on the grant date at approximately $17,650 or $3.53 per option using a Black-Scholes option pricing model with the following assumptions: stock price of approximately $4.15 per share, volatility of 127%, expected term of 5 years, and a risk free interest rate of 1.70%. Between October 2014 and December 2014, the Company issued an aggregate of 196,000 shares of the Companys common stock to various consultants for consulting service rendered. In connection with the issuance of these common shares, the Company recorded stock based consulting for year ended December 31, 2014 of $355,120. (D) Stock Options A summary of the stock options for the twelve months ending December 31, 2014 and for the year ending December 31, 2013 and changes during the period are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Recapitalization on January 24, 2014 6,000 20.00 8.69 Granted 5,000 4.15 5.00 Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding at December 31, 2014 11,000 $ 12.80 6.29 Options exercisable at December 31, 2014 4,917 $ 19.00 Options expected to vest 4,583 Weighted average fair value of options granted during the twelve months ended December 31, 2014 $ 3.53 Stock options outstanding at December 31, 2014 as disclosed in the above table have no intrinsic value at the end of the period. For the twelve months ended December 31, 2014, total stock-based compensation related to the options was $3,284. The value of stock based compensation expense not yet recognized pertaining to unvested options and stock grants was approximately $2,047,883 at December 31, 2014. (E) Stock Warrants A summary of the status of the Companys outstanding stock warrants for the twelve months ending December 31, 2014 and for the year ending December 31, 2013 and changes during the period then ended is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Recapitalization on January 24, 2014 90,375 14.00 4.32 Granted 28,999 5.00 5.00 Cancelled - - - Forfeited - - - Exercised - - - Balance at December 31, 2014 119,374 $ 12.00 3.60 Warrants exercisable at December 31, 2014 119,374 $ 12.00 3.60 Weighted average fair value of warrants granted during the twelve months ended December 31, 2014 $ 5.00 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. INCOME TAXES The income tax provision (benefit) consists of the following: For the Years ended 2014 2013 Current: Federal $ - $ 337,016 State and local - 29,344 Utilization of net operating loss carryforward - (346,783 ) - 19,577 Deferred: Federal (4,337,272 ) 202,531 State and local (463,060 ) 34,178 (4,800,332 ) 236,709 Change in valuation allowance 5,567,665 (781,077 ) 767,333 (544,368 ) Income tax provision (benefit) $ 767,333 $ (524,791 ) The following is a reconciliation of the expected tax expense (benefit) on the U.S. statutory rate to the actual tax expense (benefit) reflected in the accompanying statement of operations: For the Years Ended 2014 2013 U.S. federal statutory rate (34.00 )% 34.00 % State and local taxes, net of federal benefit (2.98 )% 3.63 % Amortization of debt discount 13.95 % Debt conversion inducement 40.76 % Net operating loss tax adjustment (9.65 )% Other permanent differences 0.29 % 3.00 % Alternative minimum tax 6.97 % Change in valuation allowance 42.55 % (282.42 )% Income tax provision (benefit) 5.86 % (189.76 )% As of December 31, 2014 and 2013, the Companys deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Years Ended December 31, 2014 2013 Current deferred tax assets: Net operating loss carryforwards $ 4,556,515 $ 169,404 Stock-based compensation expense 507,864 442,813 Alternative minimum tax credit carryforwards 15,336 19,283 Reserves and allowances 263,609 97,587 Inventory 269,865 59,320 Accrued expenses and deferred income 53,442 8,824 Severance 27,555 Charitable contributions 1,260 1,317 Total current deferred tax assets 5,695,446 798,548 Current deferred tax liabilities: Section 481 (a) adjustment (24,450 ) Property and equipment (7,600 ) Total current deferred tax liabilities (32,050 ) Net current deferred tax assets 5,695,446 766,498 Valuation allowance (5,695,446 ) Net deferred tax assets $ $ 766,498 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the positive and negative evidence available, management has determined that a valuation allowance of $5,695,446 and $0 are required at December 31, 2014 and 2013, respectively, to reduce the deferred tax assets to amounts that are more likely than not to be realized. Should the factors underlying managements analysis change, future valuation adjustments to the Companys net deferred tax assets may be necessary. At December 31, 2014 the Company had U.S. federal and state net operating loss carryforwards (NOLS) of $12,214,479 and $12,812,444, respectively. At December 31, 2013 the Company had U.S. federal and state NOLS of $251,269 and $1,526,482, respectively. These NOLs expire beginning in 2032. Utilization of our NOLS may be subject to an annual limitation under section 382 and similar state provisions of the Internal Revenue Code due to changes of ownership that may have occurred or that could occur in the future, as defined under the regulations. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as unrecognized benefits. A liability is recognized (or amount of NOL or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprises potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs and penalties related to unrecognized tax benefits are required to be calculated and would be classified as interest and penalties in general and administrative expense in the statement of operations. As of December 31, 2014 and 2013, no liability for unrecognized tax benefit was required to be reported. No interest or penalties were recorded during the years ended December 31, 2014 and 2013. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company files U.S. federal and Florida, Maryland, Texas, New Jersey and Wisconsin state income tax returns. As of December 31, 2014, the Companys U.S. and state tax returns remain subject to examination by tax authorities beginning with the tax year ended December 31, 2011. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7. FAIR VALUE MEASUREMENTS The fair value framework under the Financial Accounting Standards Boards guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows: ● Level 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and ● Level 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Companys own assumptions regarding the applicable asset or liability. The following table summarizes the liabilities measured at fair value on a recurring basis as of March 31, 2015: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liability - - $ 87,603 $ 87,603 Total derivative liabilities $ - $ - $ 87,603 $ 87,603 The following table summarizes the liabilities measured at fair value on a recurring basis as of December 31, 2014: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liability $ - $ - $ - $ - Total derivative liability $ - $ - $ - $ - Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Companys accounting and finance department, who report to the Chief Financial Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companys accounting and finance department and are approved by the Chief Financial Officer. Level 3 Valuation Techniques Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company deems financial instruments which do not have fixed settlement provisions to be derivative instruments. The common stock purchase warrants reissued by the Company in connection with the Merger do not have fixed settlement provisions because their exercise prices may be lowered if the Company issues securities at lower prices in the future. In accordance with Accounting Standards Codification (ASC) Topic 480, Distinguishing Liabilities from Equity The Companys warrant liabilities are carried at fair value and were classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs. Although the Company determined the warrants include an implied downside protection feature, it performed a Monte-Carlo simulation and concluded that the value of the feature is de minimus and the use of the Black-Scholes valuation model is considered to be a reasonable method to value the warrants. The following table summarizes the values of certain assumptions used by the Companys custom model to estimate the fair value of the warrant liabilities as of March 31, 2015: March 31, 2015 (Unaudited) Stock price $ 5.20 Weighted average strike price $ 1.20 Remaining contractual term (years) 3.70 Volatility 124.0 % Risk-free rate 1.37 % Dividend yield 0.0 % The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: For the three months ended March 31, 2015 Beginning balance $ Fair value of warrant liabilities reissued in connection with the Merger 49,638 Change in fair value of derivative liabilities 37,965 Ending balance $ 87,603 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases its Florida office and warehouse facilities under a twenty-four month lease agreement with an initial term through April 30, 2013 that the Company extended in March 2015 when it exercised the second of three successive one-year renewal options. The lease provides for annual rental payments of $144,000 per annum (including 45 days of total rent abatement) during the initial twenty-four month term and annual rental payments of $151,200, $158,760 and $174,636 during each of the three one-year renewal options. In October 2013, the Company amended the master lease to include an additional approximately 2,200 square feet for an additional annual rental payment of $18,000 subject to the same renewal options and other terms and conditions set forth in the master lease. During the year ended December 31, 2014, the Company entered into nine (9) real estate leases for eight (8) new retail kiosks and one (1) new retail store. The kiosks opened during the fourth quarter of 2014 and the store is scheduled to open during 2015. The kiosks are located in malls in Florida, Maryland, New Jersey and Texas. The retail store is located in Ft. Lauderdale, FL. Under these leases, the initial lease terms range from one to five years, the Company is required to pay base and percentage rents and the Company is required to pay for common area and maintenance charges and utilities. In addition through the merger which occurred on March 4, 2015 the Company acquired additional lease commitments which included one (1) Florida office space and ten (10) new retail stores. Future minimum lease payments under non-cancelable operating that have initial or remaining terms in excess of one year at March 31, 2015 are due as follows: The remaining minimum annual rents for the years ending December 31 are: 2015 $ 630,256 2016 539,990 2017 429,628 2018 201,853 2019 153,386 2020 18,961 Total $ 1,974,074 Rent expense for the three months ended March 31, 2015 and 2014 was $215,087 and $44,838, respectively, and is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations. Resignation of Chief Financial Officer On March 27, 2015, Harlan Press notified the Company of his intention to resign from the Company, effective April 10, 2015. Mr. Press previously served as Chief Financial Officer of the Company. In connection with the Companys previously disclosed merger with Vaporin, Inc. in March 2015, Mr. Press was appointed Vice-President of Finance of the Company. Mr. Press received severance compensation and accrued vacation in accordance with his employment agreement in the total amount of $159,810, which is divided into equal weekly payments that end on January 29, 2016 and has been included in accrued liabilities as of March 31, 2015. Legal Proceedings From time to time the Company may be involved in various claims and legal actions arising in the ordinary course of our business. There were no pending material claims or legal matters as of the date of this report other than two of the three following matters. On June 22, 2012, Ruyan Investment (Holdings) Limited (Ruyan) filed a lawsuit against the Company alleging infringement of U.S. Patent No. 8,156,944 (the 944 Patent). Ruyan also filed separate cases for patent infringement against nine other defendants asserting infringement of the 944 Patent. Ruyans lawsuit against the Company known as Ruyan Investment (Holdings) Limited vs. Vapor Corp. CV-12-5466 is pending in the United States District Court for the Central District of California. All of these lawsuits have been consolidated for discovery and pre-trial purposes. The Company intends to vigorously defend against this lawsuit. On February 25, 2013, Ruyans second patent infringement lawsuit against the Company as well as all of the other consolidated lawsuits were stayed as a result of the Court granting a stay in one of the consolidated lawsuits. The Court granted the motion to stay Ruyans separate lawsuits against the Company and the other defendants based on the filing of a request for inter partes reexamination of the 944 Patent at the United States Patent and Trademark Office. All reexamination proceedings of the 944 Patent have been stayed by the United States Patent and Trademark Office Patent Trial and Appeal Board pending its approval of one or more of them. On March 5, 2014, Fontem Ventures, B.V. and Fontem Holdings 1 B.V. (the successors to Ruyan) filed a complaint against the Company alleging infringement of U.S. Patent No. 8,365,742, entitled Aerosol Electronic Cigarette, U.S. Patent No. 8,375,957, entitled Electronic Cigarette, U.S. Patent No. 8,393,331, entitled Aerosol Electronic Cigarette and U.S. Patent No. 8,490,628, entitled Electronic Atomization Cigarette. On April 8, 2014, plaintiffs amended their complaint to add U.S. Patent No. 8,689,805, entitled Electronic Cigarette. The products accused of infringement by the plaintiff are various Krave, Fifty-one and Hookah Stix products and parts. Eight other companies were also sued in separate lawsuits alleging infringement of one or more of the patents listed above. The Company filed its Answer and Counterclaims on May 1, 2014. The Company intends to vigorously defend against this lawsuit. On October 21, 2014, Fontem Ventures B.V. and Fontem Holdings 1 B.V. filed a complaint against the Company in the U.S. District Court for the Central District of California, captioned Fontem Ventures B.V., et al. v. Vapor Corp., No. 14-cv-8155. The complaint alleges infringement of United States Patent No. 8,863,752, entitled Electronic Cigarette. The products accused of infringement by plaintiffs are various Krave and Fifty-One products and parts On January 15, 2015, the Company filed its Answer and Counterclaims. The Company will vigorously defend itself against such allegations. On December 2, 2014, Fontem Ventures B.V. and Fontem Holdings 1 B.V. filed a complaint against the Company in the U.S. District Court for the Central District of California, captioned Fontem Ventures B.V., et al. v. Vapor Corp., No. 14-cv-09267. The Complaint alleges infringement by the plaintiffs against the Company relating to various Krave, Vapor X and Fifty-One products and parts. Fontem amended its compliant on December 16, 2014, to allege infringement of United States Patent No. 8,910,641, entitled Electronic Cigarette against the same products. On January 15, 2015, the Company filed its Answer and Counterclaims. The Company will vigorously defend itself against such allegations. All of the above referenced cases filed by Fontem have been consolidated and are currently scheduled for trial in November 2015. The parties are currently in active fact discovery and claim construction. On June 22, 2015, the Center for Environment Health, as plaintiff, filed suit against a number of defendants including Vapor Corp., its wholly-owned subsidiary, the Vape Store, Inc., Vaporin and another wholly-owned subsidiary, Vaporin Florida, Inc. The lawsuit was filed in the Superior Court of the State of California, County of Alameda. The suit seeks relief under California Proposition 65 which makes it unlawful for businesses to knowingly and intentionally expose individuals in California to chemicals known to cause birth defects or other harm without providing clear and reasonable warnings. All of the defendants are alleged to have sold products containing significant quantities of nicotine in violation of Proposition 65. The plaintiff is seeking a civil penalty against these defendants in the amount of $2,500 per day for each violation of Proposition 65, together with attorneys fees and costs. The Company and its subsidiaries are in the process of hiring counsel and intend to defend the allegations. The Company believes that all of the products sold by Vapor Corp. have always contained an appropriate warning. The Vape Store, Inc., operates vape stores located only in the State of Florida and has not, to the best of its knowledge, sold any products into the State of California. Purchase Commitments At March 31, 2015 and December 31, 2014, the Company has vendor deposits of $298,320 and $319,563, respectively, and vendor deposits are included as a component of prepaid expenses and vendor deposits on the condensed consolidated balance sheets included herewith. | \ Note 11. COMMITMENTS AND CONTINGENCIES Employment Agreements On February 19, 2013, the Company entered into an employment agreement with Mr. Jeffrey Holman pursuant to which Mr. Holman will be employed as President of the Company for a term that shall begin on February 19, 2013, and, unless sooner terminated as provided therein, shall end on December 31, 2015; provided that such term of employment shall automatically extend for successive one-year periods unless either party gives at least six months advance written notice of its intention not to extend the term of employment. Mr. Holman will receive a base salary of $182,000 for the first two years of the employment agreement. Mr. Holman shall be eligible to participate in the Companys annual performance based bonus program, as the same may be established from time to time by the Companys Board of Directors in consultation with Mr. Holman for executive officers of the Company. Resignation of Chief Executive Officer and Appointment of New Chief Executive Officer Effective April 25, 2014, Kevin Frija resigned as the Companys Chief Executive Officer and the Companys Board of Directors appointed the Companys President and incumbent member of the Board, Jeffrey Holman, as the Companys new Chief Executive Officer. In connection with Mr. Frijas resignation as Chief Executive Officer, the Board approved severance payments to Mr. Frija in an aggregate amount equal to one year of base salary at the rate of $159,000 per annum payable in installments in accordance with the Companys normal payroll schedule conditioned upon his execution and delivery of a general release to the Company, which has become irrevocable in accordance with its terms and applicable law, and his compliance with the non-solicitation, confidentiality and non-competition covenants of his Employment Agreement dated February 27, 2012 with the Company until April 24, 2015 in certain respects and indefinitely in other respects. During the year ended December 31, 2014 the Company accrued severance expense in the amount of $167,003, which is included as part of the selling, general and administrative expenses in accompanying consolidated statements of operations in connection with Mr. Frijas resignation. During the year ended December 31, 2014 $89,925 was paid and $77,028 is included in accrued expenses in accompanying consolidated balance sheets. Termination of Asset Purchase Agreement With International Vapor Group, Inc. On May 14, 2014, the Company and the Companys wholly-owned subsidiary IVGI Acquisition, Inc., a Delaware corporation (the Buyer) entered into the Asset Purchase Agreement with International Vapor Group, Inc. (IVG) pursuant to which the Company was to purchase the business of IVG by acquiring substantially all of the assets and assuming certain of the liabilities of IVG in an asset purchase transaction. On July 25, 2014, the Company, the Buyer and the Owners David Epstein, David Herrera and Nicolas Molina, in their capacities as the representatives of the Sellers and Owners, entered into a First Amendment to Asset Purchase Agreement (the First Amendment). In connection with the First Amendment, the Company entered into a Secured Promissory Note whereby it loaned IVG $500,000 for working capital purposes. The secured promissory note accrued interest at a rate of 8% per year and was due at the earlier of (a) six months after the date of the termination of the Asset Purchase Agreement or the date the asset purchase closed. During the year ended December 31, 2014, the Company recognized interest income of $17,095 relating to this loan receivable. On August 26, 2014, the Company, the Buyer, and the Sellers and David Epstein, David Herrera and Nicolas Molina, in their capacities as the representatives of the Sellers and the owners of International Vapor Group, Inc., entered into a Termination Letter, pursuant to which the parties mutually terminated their previously announced Asset Purchase Agreement entered into on May 14, 2014 and amended on July 25, 2014. The Company and the Sellers mutually terminated the Asset Purchase Agreement because the parties could not agree upon certain operational and financial matters pertaining to the post-closing integration of the Sellers business operations. There are no current disputes or disagreements between the Company and the Sellers and neither party is liable for any breakup fees or reimbursement of costs to the other party as a result of the termination of the Asset Purchase Agreement. On January 12, 2015, the Company entered into an agreement with IVG whereby the Company agreed to reduce the principal amount of the loan receivable by $50,000 if IVG were to remit payment of all principal and interest accrued on the loan receivable within one day. The Company included the write-down of the loan receivable in selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2014. On January 13, 2015, IVG paid the Company in full. Lease Commitments The Company leases its Florida office and warehouse facilities under a twenty-four month lease agreement with an initial term through April 30, 2013 that the Company extended in March 2014 when it exercised the second of three successive one-year renewal options. The lease provides for annual rental payments of $144,000 per annum (including 45 days of total rent abatement) during the initial twenty-four month term and annual rental payments of $151,200, $158,760 and $174,636 during each of the three one-year renewal options. In October 2013, the Company amended the master lease to include an additional approximately 2,200 square feet for an additional annual rental payment of $18,000 subject to the same renewal options and other terms and conditions set forth in the master lease. During the year ended December 31, 2014, the Company entered into nine (9) real estate leases for eight (8) new retail kiosks and one (1) new retail store. The kiosks opened during the fourth quarter of 2014 and the store is scheduled to open during 2015. The kiosks are located in malls in Florida, Maryland, New Jersey and Texas. The retail store is located in Ft. Lauderdale, FL. Under these leases, the initial lease terms range from one to five years, the Company is required to pay base and percentage rents and the Company is required to pay for common area and maintenance charges and utilities. Future minimum lease payments under non-cancelable operating that have initial or remaining terms in excess of one year at December 31, 2014 are due as follows: Operating 2015 $ 572,798 2016 307,488 2017 300,279 2018 253,841 2019 203,964 Total $ 1,638,370 Rent expense for the years ended December 31, 2014 and 2013 was $307,110 and $162,498, respectively. Legal Proceedings From time to time the Company may be involved in various claims and legal actions arising in the ordinary course of our business. On May 15, 2011, the Company became aware that Ruyan Investment (Holdings) Limited (Ruyan) had named the Company, along with three other sellers of electronic cigarettes in a lawsuit filed in the U.S. District Court for the Central District of California alleging infringement of U.S. Patent No. 7,832,410, entitled Electronic Atomization Cigarette against the Companys Fifty-One Trio products. In that lawsuit, which was initially filed on January 12, 2011, Ruyan was unsuccessful in bringing suit against the Company due to procedural rules of the court. Subsequent thereto, on July 29, 2011, Ruyan filed a new lawsuit in which it named the Company, along with seven other sellers of electronic cigarettes, alleging infringement of the same patent. On March 1, 2013, the Company and Ruyan settled this multi-defendant federal patent infringement lawsuit as to them pursuant to a settlement agreement by and between them. Under the terms of the settlement agreement: ● The Company acknowledged the validity of Ruyans U.S. Patent No. 7,832,410 for Electronic Atomization Cigarette (the 410 Patent), which had been the subject of Ruyans patent infringement claim against the Company; ● The Company paid Ruyan a lump sum payment of $12,000 for the Companys previous sales of electronic cigarettes based on the 410 Patent; and ● On March 1, 2013, in conjunction with releasing one another (including their respective predecessors, successors, officers, directors and employees, among others) from claims related to the 410 Patent, the Company and Ruyan filed a Stipulated Judgment and Permanent Injunction with the above Court dismissing with prejudice all claims which have been or could have been asserted by them in the lawsuit. On June 22, 2012, Ruyan filed a second lawsuit against the Company alleging infringement of U.S. Patent No. 8,156,944, entitled Aerosol Electronic Cigarette (the 944 Patent). Ruyan also filed separate cases for patent infringement against nine other defendants asserting infringement of the 944 Patent. Ruyans second lawsuit against the Company known as Ruyan Investment (Holdings) Limited v. Vapor Corp., No. 12-cv-5466, is pending in the United States District Court for the Central District of California. All of these lawsuits have been consolidated for discovery and pre-trial purposes. The Company intends to vigorously defend against this lawsuit. On February 25, 2013, Ruyans second patent infringement lawsuit against the Company as well as all of the other consolidated lawsuits were stayed as a result of the Court granting a stay in one of the consolidated lawsuits. The Court granted the motion to stay Ruyans separate lawsuits against the Company and the other defendants based on the filing of a request for inter partes reexamination of the 944 Patent at the U.S. Patent and Trademark Office. As a result of the stay, all of the consolidated lawsuits involving the 944 Patent have been stayed until the reexamination is completed. As a condition to granting the stay of all the lawsuits, the Court required any other defendant who desires to seek reexamination of the 944 Patent and potentially seek another stay (or an extension of the existing stay) based on any such reexamination to seek such reexamination no later than July 1, 2013. Two other defendants sought reexamination of the 944 Patent before expiration of such Court-imposed deadline of July 1, 2013. All reexamination proceedings of the 944 Patent have been stayed by the United States Patent and Trademark Office Patent Trial and Appeal Board pending its approval of one or more of them. On December 24, 2014, the Patent Trial and Appeal Board issued its ruling that all of the challenged claims in the reexamination proceedings of the 944 patent were invalid except for one claim. To the extent claim 11 is asserted against the Company, the Company will vigorously defend itself against such allegations. Currently, the case remains stayed. On March 5, 2014, Fontem Ventures, B.V. and Fontem Holdings 1 B.V. (the successors to Ruyan) filed a complaint against the Company in the U.S. District Court for the Central District of California, captioned Fontem Ventures B.V., et al. v. Vapor Corp., No. 14-cv-1650. The complaint alleges infringement of U.S. Patent No. 8,365,742, entitled Aerosol Electronic Cigarette, U.S. Patent No. 8,375,957, entitled Electronic Cigarette (the 957 Patent), U.S. Patent No. 8,393,331, entitled Aerosol Electronic Cigarette (the 331 Patent) and U.S. Patent No. 8,490,628, entitled Electronic Atomization Cigarette (the 628 Patent). On April 8, 2014, plaintiffs amended their complaint to add U.S. Patent No. 8,689,805, entitled Electronic Cigarette (the 805 Patent). The products accused of infringement by plaintiffs are various Krave, Fifty-One and Hookah Stix products and parts. Nine other companies were also sued in separate lawsuits alleging infringement of one or more of the patents listed above. The Company filed its Answer and Counterclaims on May 1, 2014 and believes the claims are without merit. Other defendants have filed petitions for inter partes reexamination of the 331, 628 and 805 Patents at the U.S. Patent and Trademark Office, which petitions are pending. On October 21, 2014, Fontem Ventures B.V. and Fontem Holdings 1 B.V. filed a complaint against the Company in the U.S. District Court for the Central District of California, captioned Fontem Ventures B.V., et al. v. Vapor Corp., No. 14-cv-8155. The complaint alleges infringement of United States Patent No. 8,863,752, entitled Electronic Cigarette. The products accused of infringement by plaintiffs are various Krave and Fifty-One products and parts. On January 15, 2015, the Company filed its Answer and Counterclaims. The Company will vigorously defend itself against such allegations. On December 2, 2014, Fontem Ventures B.V. and Fontem Holdings 1 B.V. filed a complaint against the Company in the U.S. District Court for the Central District of California, captioned Fontem Ventures B.V., et al. v. Vapor Corp., No. 14-cv-09267. The Compliant alleges infringement by plaintiffs are various Krave, Vapor X and Fifty-One products and parts. Fontem amended its compliant on December 16, 2014, to allege infringement of United States Patent No. 8,910,641, entitled Electronic Cigarette against the same products. On January 15, 2015, the Company filed its Answer and Counterclaims. The Company will vigorously defend itself against such allegations. All of the above referenced cases filed by Fontem have been consolidated and are currently scheduled for trail in November 2014. The parties are currently in active fact discovery and claim construction. Purchase Commitments At December 31, 2014 and 2013, the Company has vendor deposits of $319,563 and $782,363, respectively, and vendor deposits are included as a component of prepaid expenses and vendor deposits on the consolidated balance sheets included herewith. |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | Note 12. CONCENTRATION OF CREDIT RISK At December 31, 2014 accounts receivable balances included concentrations from seven customers that had balances of an amount greater than 10%. The amounts ranged from $27,729 to $177,200. At December 31 2013, accounts receivable balances included a concentration from one customer in the amount of $268,768, which was an amount greater than 10% of the total net accounts receivable balance. Beginning the first quarter of 2012, the Company began selling electronic cigarettes in the country of Canada exclusively through a Canadian distributor. For the years ended December 31, 2014 and 2013, the Company had sales in excess of 10% to this Canadian distributor of $2,912,525 and $3,847,310, respectively. For the year ended December 31, 2014 one other customer accounted for sales in excess of 10% with sales of $1,536,050. No other customer accounted for sales of 10% for the year ended December 31, 2013. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Vaporin Inc [Member] | |
Related Party Transactions | NOTE 12 RELATED PARTY TRANSACTIONS The Company purchases most of its products from Direct Source China, LLC. , an entity controlled by Gregory Brauser, our Chief Operating Officer. This entity purchases the products directly from the manufacturers in China and charges the Company an 8% premium. The Company paid Direct Source net of all credits approximately $509,000 for products for the twelve months ended December 31, 2014. Note Payable Related Party See Note 9 During the year ended December 31, 2014, the Company paid total of $24,500 in consulting fees to related parties. The Company purchases most of its products from Direct Source China, LLC. , an entity controlled by Gregory Brauser, our Chief Operating Officer. This entity purchases the products directly from the manufacturers in China and charges the Company an 8% premium. The Company paid Direct Source net of all credits approximately $509,000 for products for the twelve months ended December 31, 2014. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the accompanying condensed consolidated financial statements, except for the following: During March and April 2015 the Company closed seven of their retail Kiosk locations. This comprised of three in Maryland, two in Texas one in New Jersey and one in Florida. In addition, the Company decided not to proceed with opening the retail store located in Ft, Lauderdale Florida. This was primarily due to the Companys refocus of resources on management and expansion of the acquired Vape Store brand retail locations. The Company is negotiating early terminations of the lease commitments. Effective as of May 7, 2015, the Company entered an Engagement Agreement with Dawson James Securities (Dawson). In accordance with the Engagement Agreement, Dawson has agreed to act as the lead or managing underwriter on a best-efforts basis in connection with a proposed offering of approximately $24 million of the Companys equity securities. The Engagement Agreement provides for an underwriting discount of 8% and a $25,000 advance fee which has been paid to Dawson. The actual size of the offering and the offering price will be subject to negotiation and the Company can provide no assurance that any such offering will be successful. On May 19, 2015, the Company received a deficiency letter from the Nasdaq Listing Qualifications department (the Staff) notifying the Company that for the last 30 consecutive business days the Companys common stock had closed below the minimum $1.00 per share bid price requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until November 16, 2015, to regain compliance with the bid price requirement. If, at any time before November 16, 2015, the closing bid price for the Companys common stock is $1.00 or more for a minimum of 10 consecutive business days, the Staff will provide written notification to the Company that it has regained compliance with the bid price requirement. If the Company does not regain compliance with the bid price requirement by November 16, 2015, the Company may be eligible for an additional 180 calendar day compliance period provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides the Staff with written notice of its intention to cure the deficiency. If the Company does not regain compliance by November 16, 2015 or the termination of any subsequent compliance period, if applicable, the Staff will provide written notification to the Company that its common stock may be delisted. In anticipation of receiving the Staffs notice, on May 12, 2015, the Company filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission, followed by a definitive proxy statement filed May 22, 2015, in connection with the Companys 2015 Annual Meeting of shareholders that included a proposal to approve an amendment to the Companys Certificate of Incorporation to effect a reverse stock split. The Companys Annual Meeting is scheduled for July 7, 2015. There can be no assurance that the Companys shareholders will approve the amendment, or that a reverse stock split will prevent the Companys stock price from falling below the bid price requirement in the future. On June 25, 2015, the Company closed on a Securities Purchase Agreement, dated as of June 22, 2015, with certain purchasers pursuant to which the Company sold, at a 5% original issue discount, a total of $1,750,000 convertible debentures (the Debentures). Net proceeds to the Company from sale of the Debentures, after payment of commissions and legal fees of the lead investor, were $1,466,250. The Debentures mature December 22, 2015, and accrue interest at 10% per year. Amounts of principal and accrued interest under the Debentures are convertible into common stock of the Company at a price per share of $2.50. Principal and accrued interest on the Debentures are payable in three approximately equal installments on September 22, 2015, October 22, 2015 and December 22, 2015, at the election of the holders of the Debentures, (i) in cash for an additional 25% premium, or (ii) in common stock of the Company at a price per share of $2.50. As lead investor under the Securities Purchase Agreement, Redwood Management, LLC received a right of first refusal to purchase up to 100% of the securities offered by the Company in future private placement offerings through December 22, 2015. The Companys obligations under the Debentures can be accelerated in the event the Company undergoes a change in control and other customary events of default. In the event of default and acceleration of the Companys obligations, the Company would be required to pay 130% of amounts of principal and interest then outstanding under the Debentures. The Companys obligations under the Debentures are secured under a Security Agreement, under which Redwood Management, LLC acts as Collateral Agent, by a second lien on substantially all of the Companys assets, including all of the Companys interests in its consolidated subsidiaries. For acting as placement agent in the offering of the Debentures, the Company paid Chardan Capital Management, LLC (the Placement Agent) a fee equal to 10% of the gross proceeds from the sale of the Debentures, and issued the Placement Agent 70,000 five-year warrants exercisable at $2.50 per share. In addition, the Company agreed to reduce the exercise price of 143,072 warrants held by the Placement Agent to $2.50 from their original exercise prices ranging from $2.01 to $2.41. On June 19, 2015, the Company entered into agreements (the Waivers), with certain investors in each of its private placement offerings under the Securities Purchase Agreement dated March 3, 2015 (the 2015 Agreement) and the Securities Purchase Agreement dated November 14, 2014 (the 2014 Agreement, and with the 2015 Agreement, the Agreements). Under the terms of the Waivers, the signatories thereto (the Prior Investors) agreed to amend the Agreements and waive or modify certain terms thereunder, including certain price protection provisions and participation rights in subsequent securities offerings. In exchange, the Company agreed to issue the Prior Investors a total of 647,901 shares of common stock (including 142,000 shares issued to the lead investor under each of the Agreements in its capacity as lead investor) and 595,685 five-year warrants exercisable at $2.525 per share. In the event that, prior to November 14, 2015, the Company issues shares of common stock, or securities convertible into common stock, at an effective price per share of less than $2.70, the Prior Investors will be entitled to the issuance of additional shares (the Additional Shares), the exact amount of which will depend on the effective price per share of such subsequent issuance, but which will not exceed a total of 2,328,598 shares. The Company will not issue any shares of common stock requiring shareholder approval under the Rules of the Nasdaq Stock Market without receipt of such approval. The Company will not issue any of the Additional Shares unless the 647,901 shares of common stock, the shares issuable upon conversion of the Debentures and the Additional Shares are either within the 19.9% Nasdaq limitation or the issuance is approved by shareholders. The Company agreed to file a registration statement with the Securities and Exchange Commission registering the shares and warrant shares issued to the Prior Investors under the Waivers. On June 16, 2015, the Company issued a total of 292,191 shares of common stock upon the vesting of restricted stock units assumed by the Company in connection with its merger with Vaporin, Inc. effective March 4, 2015. Recipients of the shares issued upon vesting of the restricted stock units included Gregory Brauser, the Companys president and a member of the board of directors. On May 27, 2015, the Company issued a total of 27,500 shares of common stock to consultants of the Company for consulting services. On July 7, 2015, the Company filed an amendment to its Certificate of Incorporation to effectuate a one-for-five reverse stock split to its common stock and to increase its authorized common stock to 150,000,000 shares. The amendments were effective on July 8, 2015 at 11:59 pm. All warrant, option, common stock shares and per share information included herein gives effect to the 1 for 5 reverse split of the Companys common stock effectuated on July 8, 2015. | Note 13. SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements other disclosed. The merger closed on March 4, 2015. Prior to the closing of the Merger, Vapor and Vaporin entered into a Securities Purchase Agreement (Securities Purchase Agreement) with certain accredited investors providing for the sale of $350,000 of Vaporins Convertible Notes (the Notes). On January 29, 2015, the Company issued the notes. The Note accrues interest on the outstanding principal at an annual rate of 12%. The principal and accrued interest on the Note is due and payable on January 29, 2016 (the Maturity Date) The Note will not be convertible until such time as the Nasdaq Stock Market (Nasdaq) approves the listing of the shares to be issued upon conversion of the Note. In no event will the number of shares of the Companys common stock issuable upon conversion of the Note exceed 19.99% of the Companys issued and outstanding common stock, regardless of the conversion price. In connection with the Merger, on March 3, 2015, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with certain accredited investors providing for the sale of $3,500,960 in shares of the Companys Common Stock, par value $0.001 per share at a price of $5.10 per share. The Company also issued Warrants to purchasers of the shares to acquire an aggregate of 547,026 shares of the Companys Common Stock with an exercise price of $6.40 per share. The shares and Warrants were issued and sold through an exempt private securities offering to certain accredited investors. Under the Purchase Agreement, the Company made certain customary representations and warranties to the purchasers concerning the Company and its operations. The Company has also agreed to register the Common Stock and the Warrants for resale pursuant to an effective registration statement which must be filed within 45 days of March 3, 2015 and must be effective by the later of (i) the 90th day following March 3, 2015 (if no SEC review) or (ii) the 120th day following March 3, 2015 (if subject to SEC review). If the Form S-3 Registration Statement is not effective for resales for more than 10 consecutive days or more than 15 days in any 12 month period during the registration period ( i.e. |
Vaporin Inc [Member] | ||
Subsequent Events | NOTE 13 SUBSEQUENT EVENTS On January 20, 2015, Vaporin, Inc. (the Company) and Vapor Corp. (Vapor) entered into a Securities Purchase Agreement with certain accredited investors providing for the sale of $350,000 of the Companys Convertible Notes (the Notes). The Notes accrue interest on the outstanding principal at an annual rate of 10%. The principal and accrued interest on the Notes is due and payable on January 20, 2016. Assuming the merger between the Company and Vapor (Merger) closes, the Notes will be convertible into Vapor common stock at the lower of (i) $1.08 or (ii) a 15% discount to a 20-trading day VWAP following the closing of the merger (subject to a maximum issuance of 525,000 shares). If the Merger does not close, the Notes will not be convertible into either the Companys or Vapors stock. Investors were provided with standard piggyback registration rights which are conditioned on the Merger closing. On January 29, 2015, Vaporin, Inc. (the Company) was issued a $350,000 note by Vapor Corp. (Borrower) in consideration for a loan of $350,000. The note accrues interest on the outstanding principal at an annual rate of 12%. The principal and accrued interest on the note is due and payable on January 29, 2016 (the Maturity Date). If the merger between the Company and the Borrower (Merger) does not close by May 31, 2015 (the End Date), the Maturity Date will accelerate and become due June 1, 2015. Additionally, if the Merger does not close by the End Date or in the event of a default by the Borrower, the note will be convertible into the Borrowers common stock at 85% of the Borrowers closing price on May 29, 2015. If the merger closes prior to the End Date, the note shall not be convertible. The note shall not be convertible until such time as the Nasdaq Stock Market (Nasdaq) approves the issuance of the shares underlying the note. On March 4, 2015, the acquisition of Vaporin by Vapor (the Vapor Merger) was completed pursuant to the terms of the Merger Agreement. In connection with the Merger, Emagine became a wholly-owned subsidiary of the Vapor. |
Reverse Stock Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 2014 | |
Reverse Stock Split | |
Reverse Stock Split | Note 14. REVERSE STOCK SPLIT On July 7, 2015, the Company filed an amendment to its Certificate of Incorporation to effectuate a one-for-five reverse stock split to its common stock and to increase its authorized common stock to 150,000,000 shares. The amendments were effective on July 8, 2015 at 11:59 pm. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Principles of consolidation | Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. | Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Smoke Anywhere USA, Inc., and its 50% joint venture interest in Emagine the Vape Store, LLC. All significant intercompany transactions and balances were eliminated. |
Use of estimates in the preparation of the financial statements | Use of estimates in the preparation of the financial statements The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, reserves and write-downs of receivables and inventory, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the preliminary valuation of the net assets acquired in the Merger. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. | Use of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, reserves and write-downs of receivables and inventory, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the preliminary valuation of the net assets acquired subsequent to December 31, 2014 in the Merger. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. |
Revenue recognition | Revenue recognition The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped, title passes to customers and collection is reasonably assured. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon the Companys delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by the Companys customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by its customers, are treated as a reduction to the purchase price of the related transaction based on estimated future redemption rates. Redemption rates are estimated using the Companys historical experience for similar inducement offers. The Company reports sales, net of current discount offers and inducement offers on its condensed consolidated statements of operations. | Revenue recognition The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped, title passes to customers and collection is reasonably assured. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon the Companys delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by the Companys customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by its customers, are treated as a reduction to the purchase price of the related transaction based on estimated future redemption rates. Redemption rates are estimated using the Companys historical experience for similar inducement offers. The Company reports sales, net of current discount offers and inducement offers on its consolidated statements of operations. |
Shipping and Handling Costs | Shipping and Handling Costs The Company policy is to provide free standard shipping and handling for most orders shipped during the year. Shipping and handling costs incurred are recognized in selling, general and administrative expenses. Such amounts aggregated $661,583 and $658,586 for the years ended December 31, 2014 and 2013 respectively. In certain circumstances, shipping and handling costs are charged to the customer and recognized in sales, net. The amounts recognized for the years ended December 31, 2014 and 2013 were $71,225 and $129,761, respectively. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. For financial statement purposes, investments in money market funds are considered a cash equivalent and are included in cash and cash equivalents. The Company maintains its cash and cash equivalents at high credit quality federally insured financial institutions, with balances, at times, in excess of the Federal Deposit Insurance Corporations insurance coverage limit of $250,000 per federally insured financial institution. Management believes that the financial institutions that hold the Companys deposits are financially sound and, therefore, pose a minimum credit risk. The Company has not experienced any losses in such accounts. At December 31, 2014 and 2013, the Company did not hold cash equivalents. | |
Accounts Receivable | Accounts Receivable Accounts receivable, net is stated at the amount the Company expects to collect. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the provision for allowances will change. At March 31, 2015 accounts receivable balances included a concentration from one customer of an amount greater than 10% of the total net accounts receivable balance. The amount was $54,993. At December 31, 2014 accounts receivable balances included concentrations from seven customers that had balances of an amount greater than 10%. The amounts ranged from $27,729 to $177,200. As to revenues, no customers accounted for revenues in excess of 10% of the net sales for the three-month periods ended March 31, 2015 and 2014. | Accounts Receivable Accounts receivable, net is stated at the amount the Company expects to collect. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the provision for allowances will change. |
Due From Merchant Credit Card Processor | Due From Merchant Credit Card Processor Due from merchant credit card processor represents monies held by the Companys credit card processors. The funds are being held by the merchant credit card processors pending satisfaction of their hold requirements and expiration of charge backs/refunds from customers. | |
Identifiable Intangible Assets and Goodwill | Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable intangible assets are amortized over 5 and 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment existed at March 31, 2015. Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. | |
Inventories | Inventories Inventories are stated at the lower of cost (determined by the first-in, first-out method) or market. If the cost of the inventories exceeds their market value, provisions are recorded to write down excess inventory to its net realizable value. The Companys inventories consist primarily of merchandise available for resale. | Inventories Inventories are stated at the lower of cost (determined by the first-in, first-out method) or market. If the cost of the inventories exceeds their market value, provisions are recorded to write down excess inventory to its net realizable value. The Companys inventories consist primarily of merchandise available for resale. |
Property and Equipment | Property and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the respective asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: Description Useful Lives Warehouse fixtures 2 years Warehouse equipment 5 years Furniture and fixtures 5 years Computer hardware 3 years | |
Impairment of Long Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with this review, the Company also reevaluates the depreciable lives for these assets. The Company assesses recoverability by determining whether the net book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company determines that the carrying value of the asset may not be recoverable, it measures any impairment based on the projected future discounted cash flows as compared to the assets carrying value. Through December 31, 2014, the Company has not recorded any impairment charges on its long-lived assets. | |
Advertising | Advertising The Company expenses advertising cost as incurred. | |
Warranty liability | Warranty liability The Companys limited lifetime warranty policy generally allows its end users and retailers to return defective purchased rechargeable products in exchange for new products. The Company estimates a reserve for warranty liability and records that reserve amount as a reduction of revenues and as an accrued expense on the accompanying condensed consolidated balance sheets. The warranty claims and expense was not deemed material for the years ended December 31, 2014 and three months ended March 31, 2015. | Warranty liability The Companys limited lifetime warranty policy generally allows its end users and retailers to return defective purchased rechargeable products in exchange for new products. The Company estimates a reserve for warranty liability and records that reserve amount as a reduction of revenues and as an accrued expense on the accompanying consolidated balance sheets. The warranty claims and expense was not deemed material for the years ended December 31, 2014 and 2013. |
Income Taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (ASC 740.) Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
Product Development | Product Development The Company includes product development expenses relating to the commercialization of new products which are expensed as incurred as part of operating expenses. Product development expenses for the years ended December 31, 2014 and 2013 were approximately $312,000 and $174,000, respectively. | |
Fair value measurements | Fair value measurements The Company applies the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements (ASC 820). The Companys short term financial instruments include cash, due from merchant credit card processors, accounts receivable, accounts payable and accrued expenses, each of which approximate their fair values based upon their short term nature. The Companys other financial instruments include notes payable obligations. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities; Level 2 quoted prices for similar assets and liabilities in active market or inputs that are observable; and Level 3 inputs that are unobservable. | Fair value measurements The Company applies the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, (ASC 820). The Companys short term financial instruments include cash, due from merchant credit card processors, accounts receivable, accounts payable and accrued expenses, each of which approximate their fair values based upon their short term nature. The Companys other financial instruments include notes payable obligations. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities; Level 2 quoted prices for similar assets and liabilities in active market or inputs that are observable; and Level 3 inputs that are unobservable. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under ASC Topic No. 718, Compensation-Stock Compensation (ASC 718). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes-Merton valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date or other measurement date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. | Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718, Compensation-Stock Compensation (ASC 718). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC Topic 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes-Merton valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date or other measurement date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. |
Derivative Instruments | Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic No. 815, Derivative Instruments and Hedging Activities, (ASC 815) as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex instruments, such as free-standing warrants, the Company generally uses the Black-Scholes-Merton valuation model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Black-Scholes-Merton valuation model) are highly volatile and sensitive to changes in the trading market price of the Companys common stock. Since derivative financial instruments are initially and subsequently carried at fair values, the Companys income (loss) going forward will reflect the volatility in these estimates and assumption changes. Under ASC 815, increases in the trading price of the Companys common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Companys common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. | Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic No. 815, Accounting for Derivative Instruments and Hedging Activities, (ASC 815) as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex instruments, such as free-standing warrants, the Company generally uses the Black-Scholes-Merton valuation model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Black-Scholes-Merton valuation model) are highly volatile and sensitive to changes in the trading market price of the Companys common stock. Since derivative financial instruments are initially and subsequently carried at fair values, the Companys income (loss) going forward will reflect the volatility in these estimates and assumption changes. Under ASC 815, increases in the trading price of the Companys common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Companys common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. |
Convertible Debt Instruments | Convertible Debt Instruments The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company amortizes the respective debt discount over the term of the notes, using the straight-line method, which approximates the effective interest method. The Company records, when necessary, induced conversion expense, at the time of conversion for the difference between the reduced conversion price per share and the original conversion price per share. | Convertible Debt Instruments The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 Debt with Conversion and Other Options. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company amortizes the respective debt discount over the term of the notes, using the straight-line method, which approximates the effective interest method. The Company records, when necessary, induced conversion expense, at the time of conversion for the difference between the reduced conversion price per share and the original conversion price per share. |
Lease Accounting | Lease Accounting The Company evaluates each lease for classification as either a capital lease or an operating lease. If substantially all of the benefits and risks of ownership have been transferred to the Company as lessee, the Company records the lease as a capital lease at its inception. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. If the lease agreement calls for a scheduled rent increase during the lease term, the Company recognizes the lease expense on a straight-line basis over the lease term. The Company determines the straight-line rent impact of an operating lease upon inception of the lease. | Lease Accounting The Company evaluates each lease for classification as either a capital lease or an operating lease. If substantially all of the benefits and risks of ownership have been transferred to the Company as lessee, the Company records the lease as a capital lease at its inception. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. If the lease agreement calls for a scheduled rent increase during the lease term, the Company recognizes the lease expense on a straight-line basis over the lease term. The Company determines the straight-line rent impact of an operating lease upon inception of the lease. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Financial Accounting Standards Board (FASB) has issued Accounting Standards Update (ASU) No. 2014-12, Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently evaluating the potential impact, if any, the adoption of this standard will have on the Companys consolidated financial position and results of operations. The FASB has issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern | |
Vaporin Inc [Member] | ||
Use of estimates in the preparation of the financial statements | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. | |
Revenue recognition | Revenue recognition The Company recognizes ecommerce revenues and the related cost of goods sold at the time the products are delivered to customers. Revenue generated through the Companys brick and mortar locations is recognized at the point of sale. Discounts provided to customers are accounted for as a reduction of sales. The Company records a reserve for estimated product returns in each reporting period. Shipping and handling fees charged to the customer are recognized as revenue at the time the products are delivered to the customer. Revenues are presented net of any taxes collected from customers and remitted to governmental authorities. | |
Shipping and Handling Costs | Shipping and Handling Product sold to customers is shipped from our warehouse. Any freight billed to customers is offset against shipping costs and included in cost of goods sold. | |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and December 31, 2013, the Company had no cash equivalents. | |
Accounts Receivable | Accounts receivable The Company accounts receivable, represents our estimate of the amount that ultimately will be realized in cash. The Company reviews the adequacy and adjusts its allowance for doubtful accounts on an ongoing basis, using historical payment trends and the age of the receivables and knowledge of its individual customers. However, if the financial condition of our customers were to deteriorate, additional allowances may be required. While estimates are involved, bad debts historically have not been a significant factor given the diversity of its customer base and well established historical payment patterns. As of December 31, 2014 and December 31, 2013, the Company recorded allowance for uncollectable accounts of $61,000 and $0 respectively. | |
Identifiable Intangible Assets and Goodwill | Intangible assets ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. The Company did not record any impairment charges on its intangible assets during the twelve months ended December 31, 2014 and 2013. The Companys intangible assets consist of the costs of building companys website. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. | |
Inventories | Inventory Inventories are stated at the lower of cost or market value. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand, production availability and/or our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market and economic conditions or other factors that may result in cancellations of advance orders or reductions in the rate of reorders placed by customers and/or continued weakening of economic conditions. Additionally, our estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. Product-related inventories are primarily maintained using the average cost method. | |
Property and Equipment | Fixed Assets Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Equipment 3-5 years Furniture 7 years The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. | |
Advertising | Advertising The Company expenses advertising costs as incurred. The Companys advertising expenses totaled $983,507 and $0 during the twelve months ended December 31, 2014 and 2013. | |
Warranty liability | Warranty A return program for defective goods is offered to all of the Companys online customers. Customers are allowed to return defective goods within a specified period of time (90 days), after shipment. The Company records a liability for its defective goods allowance program at the time of sale for the estimated costs that may be incurred. The liability for defective goods is included in warranty provisions on the Consolidated Balance Sheets. Changes in the Companys obligations for return and allowance programs are presented in the following table: Year Ended December 31, 2014 December 31, 2013 Estimated return and allowance liabilities at beginning of period $ 0 $ 0 Costs accrued for new estimated returns and allowances $ 4,500 $ 0 Return and allowance obligations honored (0 ) (0 ) Estimated return and allowance liabilities at end of period $ 4,500 $ 0 | |
Income Taxes | Income taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
Product Development | Website Development Costs Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated useful life of the asset. | |
Fair value measurements | Fair Value of Financial Instruments We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from January 1, 2014 to December 31, 2014: Conversion feature derivative liability Warrant liability Balance at January 1, 2014 $ 41,881 $ Recognition of derivative liability 72,064 271,688 Reclassification of derivative liability to equity (90,064 ) Change in fair value included in earnings (23,881 ) (227,742 ) Balance at December 31, 2014 $ - $ 43,944 The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at December 30, 2014. ● Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. ● Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including NYMEX price quotations and contract terms. | |
Recent Accounting Pronouncements | Recent accounting pronouncements Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption. | |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Companys operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. | |
Cost of Sales | Cost of sales Cost of goods sold includes cost of goods, occupancy expenses and shipping costs. Cost of goods consists of cost of merchandise, inbound freight expenses, freight-to-store expenses and other inventory related costs such as shrinkage, damages and replacements. Occupancy expenses consist of rent, depreciation and other occupancy costs, including common area maintenance, property taxes and utilities. Shipping costs consist of third party delivery services and shipping materials. | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Net earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the year ended December 31, 2014, diluted net loss per share did not include the effect of a total of 1,680,374 shares of stock represented by 11,000 shares of common stock issuable upon the exercise of outstanding stock options, 119,374 shares of common stock issuable upon the exercise of outstanding warrants, and 1,650,000 shares of common stock issuable on the conversion of the preferred stock as their effect would be anti-dilutive. | |
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Companys financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts which, may at times, exceed federally-insured limits. We review a customers credit history before extending credit. The following table shows significant concentrations in our revenues and accounts receivable for the periods indicated. Percentage of Revenue during the Percentage of Accounts Receivable period ended, period ended, December 31, 2014 December 31, 2013 December 31, 2014 December 31, 2013 Customer A 17 % 51 % 26 % 71 % Customer B 5 % 14 % 18 % 0 % | |
Year-end | Year-end The Company has adopted December 31 as its fiscal year end. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Property and Equipment | The Company generally uses the following depreciable lives for its major classifications of property and equipment: Description Useful Lives Warehouse fixtures 2 years Warehouse equipment 5 years Furniture and fixtures 5 years Computer hardware 3 years | |
Schedule of Fair Value of Derivative Liability Measured on Recurring Basis Using Unobservable Input | The following table summarizes the liabilities measured at fair value on a recurring basis as of March 31, 2015: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liability - - $ 87,603 $ 87,603 Total derivative liabilities $ - $ - $ 87,603 $ 87,603 The following table summarizes the liabilities measured at fair value on a recurring basis as of December 31, 2014: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liability $ - $ - $ - $ - Total derivative liability $ - $ - $ - $ - | |
Vaporin Inc [Member] | ||
Schedule of Property and Equipment | The estimated useful lives for significant property and equipment categories are as follows: Equipment 3-5 years Furniture 7 years | |
Schedule of Fair Value of Derivative Liability Measured on Recurring Basis Using Unobservable Input | The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) from January 1, 2014 to December 31, 2014: Conversion feature derivative liability Warrant liability Balance at January 1, 2014 $ 41,881 $ Recognition of derivative liability 72,064 271,688 Reclassification of derivative liability to equity (90,064 ) Change in fair value included in earnings (23,881 ) (227,742 ) Balance at December 31, 2014 $ - $ 43,944 | |
Schedule of Obligations For Return and Allowance Program | Changes in the Companys obligations for return and allowance programs are presented in the following table: Year Ended December 31, 2014 December 31, 2013 Estimated return and allowance liabilities at beginning of period $ 0 $ 0 Costs accrued for new estimated returns and allowances $ 4,500 $ 0 Return and allowance obligations honored (0 ) (0 ) Estimated return and allowance liabilities at end of period $ 4,500 $ 0 | |
Significant Concentrations in Revenus and Accounts Recivable | The following table shows significant concentrations in our revenues and accounts receivable for the periods indicated. Percentage of Revenue during the Percentage of Accounts Receivable period ended, period ended, December 31, 2014 December 31, 2013 December 31, 2014 December 31, 2013 Customer A 17 % 51 % 26 % 71 % Customer B 5 % 14 % 18 % 0 % |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Vaporin Inc [Member] | |
Components of Inventories | Inventories consist of the following: December 31, 2014 December 31, 2013 Finished goods $ 1,173,124 $ 316,195 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Vaporin Inc [Member] | |
Schedule of Intangible Assets | Intangible assets consist of the following: December 31, 2014 December 31, 2013 Website, capitalized $ 17,678 $ 17,678 Less: accumulated amortization (16,206 ) (5,402 ) $ 1,472 $ 12,276 |
Merger With Vaporin, Inc. (Tabl
Merger With Vaporin, Inc. (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Business Consideration | The fair value was based on a preliminary valuation. Purchase Consideration Value of consideration paid: $ 17,735,084 Tangible assets acquired and liabilities assumed at fair value Cash $ 136,468 Due from merchant credit card processor 201,141 Accounts receivable 81,256 Inventories 981,558 Property and Equipment 206,668 Other Assets 28,021 Notes payable, net of debt discount of $54,623 (512,377 ) Notes payable related party (1,000,000 ) Accounts Payable and accrued expenses (775,753 ) Derivative Liabilities (49,638 ) Excess liabilities over assets assumed $ (706,685 ) Consideration: Value of common stock issued 17,028,399 Excess liabilities over assets assumed 706,685 Total purchase price $ 17,735,084 Identifiable intangible assets Trade names and technology 1,500,000 Customer relationships 488,274 Assembled workforce 92,326 Total Identifiable Intangible Assets 2,080,600 Goodwill 15,654,484 Total allocation to identifiable intangible assets and goodwill $ 17,735,084 | |
Schedule of Pro Forma Consolidated Results of Operations | The following presents the unaudited pro-forma combined results of operations of the Company with Vaporin as if the acquisition occurred on January 1, 2014. For the three months Ended March 31, 2015 2014 Revenues $ 2,584,884 $ 4,975,337 Net Loss $ (5,378,927 ) $ (2,590,724 ) Net Loss per share $ (0.86 ) $ (0.42 ) Weighted Average number of shares outstanding 6,252,037 6,153,204 | The following table presents the unaudited pro-forma financial results, as if the acquisition of Vaporin had been completed as of January 1, 2013 and 2014: For the Years Ended December 31, 2014 2013 Revenues $ 20,253,052 $ 28,259,309 Net (loss) income $ (19,595,702 ) $ 415,316 Loss per share - basic and diluted $ (2.95 ) $ 0.05 |
Vaporin Inc [Member] | ||
Schedule of Pro Forma Consolidated Results of Operations | The following table summarizes the unaudited pro forma consolidated results of operations as though the Company and Vape Store acquisition had occurred on January 1, 2014: For the twelve months Ended December 31, 2014 As Reported Pro Forma Net Revenues $ 3,281,838 $ 5,056,029 Loss from operations (5,958,350 ) (5,348,336 ) Net Loss (6,201,099 ) (5,534,088 ) Loss per common share: Basic $ (1.74 ) $ (1.56 ) Diluted $ (1.74 ) $ (1.56 ) | |
Schedule of Assets and Liabilities Assumed | The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: Current assets (including cash of $2,000) $ 341,021 Other Assets 6,597 Property and equipment 100,401 Goodwill 3,732,268 Liabilities assumed (37,433 ) Net purchase price $ 4,142,854 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following: March 31, 2015 December 31, 2014 Commissions payable $ 179,000 $ 179,000 Retirement plan contributions 101,000 80,000 Accrued severance 160,000 82,000 Accrued customer returns 648,000 360,000 Other accrued liabilities 331,241 274,112 Total $ 1,419,241 $ 975,112 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Schedule of Property and Equipment | Property and equipment consists of the following: December 31, 2014 2013 Computer hardware $ 389,373 $ 12,471 Furniture and fixtures 347,612 19,821 Warehouse fixtures 7,564 7,564 Warehouse equipment 16,708 16,708 Leasehold improvements 35,076 - 796,333 56,564 Less: accumulated depreciation and amortization (84,314 ) (27,879 ) $ 712,019 $ 28,685 |
Vaporin Inc [Member] | |
Schedule of Property and Equipment | The following is a summary of property and equipment: December 31, 2014 December 31, 2013 Leasehold Improvements $ 47,443 Computer Equipment 8,413 $ 8,413 Furniture, Fixtures and Equipment 114,627 662 Less: accumulated depreciation (9,863 ) (680 ) $ 160,620 $ 8,395 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Leases [Abstract] | |
Future Minimum Lease Payments Under Non-cancelable Capital Leases | Future minimum lease payments under non-cancelable capital leases that have initial or remaining terms in excess of one year at December 31, 2014 are due as follows: Capital 2015 $ 75,485 2016 75,485 2017 62,904 Total 213,874 Amounts representing interest payments (42,416 ) Present value of future minimum payments 171,458 Current portion of capital lease obligations (52,015 ) Capital lease obligations, long term $ 119,443 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Fair Value of Convertible Instruments under Black-Scholes Pricing Model | The following table summarizes the values of certain assumptions used by the Companys custom model to estimate the fair value of the warrant liabilities as of March 31, 2015: March 31, 2015 (Unaudited) Stock price $ 5.20 Weighted average strike price $ 1.20 Remaining contractual term (years) 3.70 Volatility 124.0 % Risk-free rate 1.37 % Dividend yield 0.0 % | |
Vaporin Inc [Member] | ||
Schedule of Fair Value of Convertible Instruments under Black-Scholes Pricing Model | The Company used the following assumptions for determining the fair value of the convertible instruments under the Black-Scholes option pricing model: December 31, 2014 Dividend rate 0 % Term (in years) 0.33 - 5 Years Volatility 126% - 131 % Risk-free interest rate 0.05% - 1.73 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of Warrant Activity | A summary of warrant activity for the three months ended March 31, 2015 is presented below: Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 243,218 $ 10.05 Warrants granted 598,763 8.20 Warrants exercised Warrants forfeited or expired Outstanding at March 31, 2015 841,981 $ 8.75 5.0 $ - Exercisable at March 31, 2015 603,345 $ 8.25 5.0 $ - | A summary of warrant activity for the years ended December 31, 2014 and 2013 is presented below: Number of Warrants Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2013 2,135 $ 5.40 Warrants granted 41,041 16.70 Warrants exercised Warrants forfeited or expired Outstanding at December 31, 2013 43,176 $ 16.15 Warrants granted 238,636 10.00 Warrants exercised (38,594 ) 16.50 Warrants forfeited or expired Outstanding at December 31, 2014 243,218 $ 10.05 5.0 $ Exercisable at December 31, 2014 43,124 $ 16.15 5.0 $ |
Fair Value of Employee Stock Options Estimated Using Weighted-Average Assumptions | The fair value of employee stock options was estimated using the following weighted-average assumptions: For the Years Ended December 31, 2014 2013 Expected term 5 - 7 years 6.3 - 10 years Risk Free interest rate 1.57% - 1.72 % 2.62 % Dividend yield 0.0 % 0.0 % Volatility 27% - 31 % 46.3 % | |
Summary of Stock Option Outstanding under Various Plans | Options outstanding at March 31, 2015 under the various plans are as follows: Plan Total Number of Options Outstanding under Plans Equity compensation plans not approved by security holders 180,000 Equity Incentive Plan 68,567 248,567 | Options outstanding at December 31, 2014 under the various plans are as follows (in thousands): Plan Total Number of Options Outstanding in Plans Equity compensation plans not approved by security holders 180 Equity Incentive Plan 89 269 |
Summary of Stock Option Activity Under All Option Plans | A summary of activity under all option Plans at March 31, 2015 and changes during the three months ended March 31, 2015: Number of Shares Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 268,860 $ 15.4 6.53 $ - Options granted 3,947 28.05 - - Options exercised - - - - Options forfeited or expired (24,240 ) 36.60 - - Outstanding at March 31, 2015 248,567 $ 13.55 6.17 $ - Exercisable at March 31, 2015 209,847 $ 11.30 6.52 $ - Options available for grant at March 31, 2015 281,773 | A summary of activity under all option Plans for the years ended December 31, 2014 and 2013 is presented below (in thousands, except per share data): Number of Shares Weighted- Average Exercise Price Weighted- Average Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2013 226 $ 10.30 Options granted 8 21.75 Options exercised (8 ) 7.85 Options forfeited or expired (2 ) 6.35 Outstanding at December 31, 2013 224 10.85 Options granted 50 35.00 Options exercised (1 ) 5.00 Options forfeited or expired (4 ) 7.35 Outstanding at December 31, 2014 269 $ 15.40 6.53 $ - Exercisable at December 31, 2014 203 $ 10.85 6.45 $ - Options available for grants at December 31, 2014 260 |
Reconciliation of Numerator and Denominator for Calculation of Earnings Per Share | The following table summarizes the Companys securities that have been excluded from the calculation of basic and dilutive loss per share as their effect would be anti-dilutive: March 31, 2015 2014 Convertible debt 358,862 - Stock options 244,620 234,900 Warrants 841,981 43,176 Total 1,445,463 278,076 | The following table reconciles the numerator and denominator for the calculation: For the years ended 2014 2013 Net (loss) income - basic $ (13,852,249 ) $ 801,352 Denominator basic: Weighted average number of common shares outstanding 3,283,030 2,563,697 Basic (loss) earnings per common share $ (4.22 ) $ 0.31 Net (loss) earnings diluted $ (13,852,249 ) $ 801,352 Denominator diluted: Basic weighted average number of common shares outstanding 3,283,030 2,563,697 Weighted average effect of dilutive securities: Common share equivalents of outstanding stock options - 69,886 Common share equivalents of convertible debt - - Common share equivalents of outstanding warrants - 3,690 Diluted weighted average number of common shares outstanding 3,283,030 2,637,273 Diluted (loss) earnings per common share $ (4.22 ) $ 0.30 Securities excluded from the weighted outstanding calculation because their inclusion would have been antidilutive: Convertible debt 227,273 Stock options 268,860 1,287 Warrants 243,218 818 |
Vaporin Inc [Member] | ||
Summary of Warrant Activity | A summary of the status of the Companys outstanding stock warrants for the twelve months ending December 31, 2014 and for the year ending December 31, 2013 and changes during the period then ended is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Recapitalization on January 24, 2014 90,375 14.00 4.32 Granted 28,999 5.00 5.00 Cancelled - - - Forfeited - - - Exercised - - - Balance at December 31, 2014 119,374 $ 12.00 3.60 Warrants exercisable at December 31, 2014 119,374 $ 12.00 3.60 Weighted average fair value of warrants granted during the twelve months ended December 31, 2014 $ 5.00 | |
Summary of Stock Option Activity Under All Option Plans | A summary of the stock options for the twelve months ending December 31, 2014 and for the year ending December 31, 2013 and changes during the period are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Recapitalization on January 24, 2014 6,000 20.00 8.69 Granted 5,000 4.15 5.00 Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding at December 31, 2014 11,000 $ 12.80 6.29 Options exercisable at December 31, 2014 4,917 $ 19.00 Options expected to vest 4,583 Weighted average fair value of options granted during the twelve months ended December 31, 2014 $ 3.53 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured Fair Value on Recurring Basis | The following table summarizes the liabilities measured at fair value on a recurring basis as of March 31, 2015: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liability - - $ 87,603 $ 87,603 Total derivative liabilities $ - $ - $ 87,603 $ 87,603 The following table summarizes the liabilities measured at fair value on a recurring basis as of December 31, 2014: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liability $ - $ - $ - $ - Total derivative liability $ - $ - $ - $ - |
Summary the Fair Value of Assumption of Warrant Liabilities | The following table summarizes the values of certain assumptions used by the Companys custom model to estimate the fair value of the warrant liabilities as of March 31, 2015: March 31, 2015 (Unaudited) Stock price $ 5.20 Weighted average strike price $ 1.20 Remaining contractual term (years) 3.70 Volatility 124.0 % Risk-free rate 1.37 % Dividend yield 0.0 % |
Summary of Changes the Fair Value of Level 3 Financial Liabilities Measured Fair Value On Recurring Basis | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: For the three months ended March 31, 2015 Beginning balance $ Fair value of warrant liabilities reissued in connection with the Merger 49,638 Change in fair value of derivative liabilities 37,965 Ending balance $ 87,603 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Provision | The income tax provision (benefit) consists of the following: For the Years ended 2014 2013 Current: Federal $ - $ 337,016 State and local - 29,344 Utilization of net operating loss carryforward - (346,783 ) - 19,577 Deferred: Federal (4,337,272 ) 202,531 State and local (463,060 ) 34,178 (4,800,332 ) 236,709 Change in valuation allowance 5,567,665 (781,077 ) 767,333 (544,368 ) Income tax provision (benefit) $ 767,333 $ (524,791 ) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the expected tax expense (benefit) on the U.S. statutory rate to the actual tax expense (benefit) reflected in the accompanying statement of operations: For the Years Ended 2014 2013 U.S. federal statutory rate (34.00 )% 34.00 % State and local taxes, net of federal benefit (2.98 )% 3.63 % Amortization of debt discount 13.95 % Debt conversion inducement 40.76 % Net operating loss tax adjustment (9.65 )% Other permanent differences 0.29 % 3.00 % Alternative minimum tax 6.97 % Change in valuation allowance 42.55 % (282.42 )% Income tax provision (benefit) 5.86 % (189.76 )% |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2014 and 2013, the Companys deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Years Ended December 31, 2014 2013 Current deferred tax assets: Net operating loss carryforwards $ 4,556,515 $ 169,404 Stock-based compensation expense 507,864 442,813 Alternative minimum tax credit carryforwards 15,336 19,283 Reserves and allowances 263,609 97,587 Inventory 269,865 59,320 Accrued expenses and deferred income 53,442 8,824 Severance 27,555 Charitable contributions 1,260 1,317 Total current deferred tax assets 5,695,446 798,548 Current deferred tax liabilities: Section 481 (a) adjustment (24,450 ) Property and equipment (7,600 ) Total current deferred tax liabilities (32,050 ) Net current deferred tax assets 5,695,446 766,498 Valuation allowance (5,695,446 ) Net deferred tax assets $ $ 766,498 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Future Minimum Lease Payments Under Non-cancelable Operating | The remaining minimum annual rents for the years ending December 31 are: 2015 $ 630,256 2016 539,990 2017 429,628 2018 201,853 2019 153,386 2020 18,961 Total $ 1,974,074 | Future minimum lease payments under non-cancelable operating that have initial or remaining terms in excess of one year at December 31, 2014 are due as follows: Operating 2015 $ 572,798 2016 307,488 2017 300,279 2018 253,841 2019 203,964 Total $ 1,638,370 |
Organization, Going Concern a43
Organization, Going Concern and Management Plans, and Basis of Presentation (Detail Narrative) - USD ($) | Dec. 27, 2013 | Dec. 27, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2014 |
Common stock reverse stock split | 1-for-5 | ratio of 1-for-5 | |||||
Reduction of reverse stock split shares reduced | 51,000,000 | ||||||
Share capital, shares authorized | 251,000,000 | 251,000,000 | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||
Blank check preferred stock | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Percentage of ownership | 50.00% | 50.00% | 50.00% | 100.00% | |||
Net income (loss) | $ (3,981,196) | $ (1,452,759) | $ (13,852,249) | $ 801,352 | |||
Accumulated deficit | (19,213,099) | (15,231,903) | (1,379,654) | ||||
Working capital | 811,970 | $ 127,874 | 11,657,615 | ||||
Decrease in working capital | $ 939,844 | $ 11,529,741 | |||||
Merger Agreement [Member] | |||||||
Percentage of ownership | 50.00% |
Nature of Operations (Vaporin I
Nature of Operations (Vaporin Inc) (Details Narrative) - shares | Sep. 08, 2014 | Dec. 27, 2013 | Dec. 27, 2013 | Dec. 31, 2014 | Dec. 17, 2014 | Nov. 06, 2014 |
Common stock reverse stock split | 1-for-5 | ratio of 1-for-5 | ||||
Vaporin Inc [Member] | ||||||
Common stock reverse stock split | 1-for-50 reverse stock split | |||||
Percentage of shareholders will receive the combined company as merger consideration | 45.00% | |||||
Percentage of member of limited liability company | 50.00% | |||||
Vaporin Inc [Member] | Vaporin Florida [Member] | ||||||
Number of share issued for exchanged agreement | 35,000,000 | |||||
Common stock reverse stock split | As a result of the Reverse Split, every 50 shares of the Company common stock were combined into one share of common stock. |
Going Concern and Management 45
Going Concern and Management Plans (Details Narrative) - USD ($) | Oct. 29, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Net income (loss) | $ 3,981,196 | $ 1,452,759 | $ 13,852,249 | $ (801,352) | |
Accumulated deficit | 19,213,099 | 15,231,903 | 1,379,654 | ||
Working capital | 811,970 | 127,874 | 11,657,615 | ||
Decrease in working capital | 939,844 | $ 11,529,741 | |||
Process from private placement | $ 9,000,000 | 2,941,960 | $ (109,104) | ||
Vaporin Inc [Member] | |||||
Company issued and sold value | $ 14,949,328 | 25,000,000 | |||
March 4, 2015 [Member] | |||||
Company issued and sold value | 3,500,000 | ||||
Process from private placement | $ 2,900,000 | ||||
Number of common stock shares issued | 686,463 | ||||
Number of warrants to purchase shares | 547,026 |
Going Concern (Vaporin Inc) (De
Going Concern (Vaporin Inc) (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income (loss) | $ 3,981,196 | $ 1,452,759 | $ 13,852,249 | $ (801,352) |
Vaporin Inc [Member] | ||||
Net income (loss) | $ 6,201,099 | $ 306,655 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2014 | Dec. 27, 2013 | |
Percentage of ownership | 50.00% | 100.00% | 50.00% | |||
Shipping and handling costs | $ 661,583 | $ 658,586 | ||||
Shipping and handling revenues | 71,225 | 129,761 | ||||
Cash balance insured by FDIC per financial institution | 250,000 | |||||
Product development expenses | $ 312,000 | $ 174,000 | ||||
Percentage of revenues excess of sale | 10.00% | 10.00% | ||||
Minimum [Member] | ||||||
Revenue | $ 27,729 | |||||
Identifiable intangible assets amortized period | 5 years | |||||
Maximum [Member] | ||||||
Revenue | $ 177,200 | |||||
Identifiable intangible assets amortized period | 10 years | |||||
Customer A [Member] | ||||||
Percentage of accounts receivable | 10.00% | |||||
Proceeds from accounts receivable | $ 54,993 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies (Vaporin Inc) (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Advertising expenses | $ 105,177 | $ 367,615 | $ 2,374,329 | $ 2,264,807 |
Diluted net loss per share not included the effect of stock | 1,445,463 | 278,076 | ||
Vaporin Inc [Member] | ||||
Cash equivalents | 0 | 0 | ||
Accounts receivable, allowance for uncollectable accounts | 61,000 | 0 | ||
Impairment charges of intangible assets | 0 | 0 | ||
Advertising expenses | $ 983,507 | $ 0 | ||
Diluted net loss per share not included the effect of stock | 1,680,374 | |||
Vaporin Inc [Member] | Employee Stock Option [Member] | ||||
Diluted net loss per share not included the effect of stock | 11,000 | |||
Vaporin Inc [Member] | Warrant [Member] | ||||
Diluted net loss per share not included the effect of stock | 119,374 | |||
Vaporin Inc [Member] | Conversion Of Preferred Stock [Member] | ||||
Diluted net loss per share not included the effect of stock | 1,650,000 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Warehouse Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives | 2 years |
Warehouse Equipment Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives | 5 years |
Furniture and Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives | 5 years |
Furniture and Fixtures [Member] | Vaporin Inc [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives | 7 years |
Computer Hardware [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives | 3 years |
Equipment [Member] | Vaporin Inc [Member] | Minimum [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives | 3 years |
Equipment [Member] | Vaporin Inc [Member] | Maximum [Member] | |
Significant Accounting Policies [Line Items] | |
Useful lives | 5 years |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Schedule of Fair Value of Derivative Liability Measured on Recurring Basis Using Unobservable Input (Vaporin Inc) (Details) - Vaporin Inc [Member] | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Conversion Feature Derivative Liability [Member] | |
Balance at the beginning | $ 41,881 |
Recognition of derivative liability | 72,064 |
Reclassification of derivative liability to equity | (90,064) |
Change in fair value included in earnings | $ (23,881) |
Balance at the end | |
Warrant Liability [Member] | |
Balance at the beginning | |
Recognition of derivative liability | $ 271,688 |
Reclassification of derivative liability to equity | |
Change in fair value included in earnings | $ (227,742) |
Balance at the end | $ 43,944 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Schedule of Estimated Return and Allowance Liabilities for Defective Goods (Vaporin Inc) (Details) - Vaporin Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Estimated return and allowance liabilities at beginning of period | $ 4,500 | $ 0 |
Costs accrued for new estimated returns and allowances | 4,500 | |
Return and allowance obligations honored | 0 | |
Estimated return and allowance liabilities at end of period | 4,500 | |
Estimated return and allowance liabilities at beginning of period | 0 | |
Costs accrued for new estimated returns and allowances | 0 | |
Return and allowance obligations honored | 0 | |
Estimated return and allowance liabilities at end of period | $ 0 | $ 0 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Significant Concentrations in Revenues and Accounts Receivable (Vaporin Corp) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue [Member] | ||
Concentrations in revenues and accounts receivable | 10.00% | |
Vaporin Inc [Member] | Revenue [Member] | Customer A [Member] | ||
Concentrations in revenues and accounts receivable | 17.00% | 51.00% |
Vaporin Inc [Member] | Revenue [Member] | Customer B [Member] | ||
Concentrations in revenues and accounts receivable | 5.00% | 14.00% |
Vaporin Inc [Member] | Accounts Receivable [Member] | Customer A [Member] | ||
Concentrations in revenues and accounts receivable | 26.00% | 71.00% |
Vaporin Inc [Member] | Accounts Receivable [Member] | Customer B [Member] | ||
Concentrations in revenues and accounts receivable | 18.00% | 0.00% |
Inventory - Components of Inven
Inventory - Components of Inventories (Vaporin Inc) (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Finished goods | $ 2,536,149 | $ 2,048,883 | $ 3,321,898 |
Vaporin Inc [Member] | |||
Finished goods | $ 1,173,124 | $ 316,195 |
Merger with Vapor Corp (Vapor I
Merger with Vapor Corp (Vapor Inc) (Details Narrative) - USD ($) | Dec. 17, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 06, 2014 |
Proceeds from issuance of equity offering | $ 559,000 | |||
Vaporin Inc [Member] | ||||
Percentage of issued and outstanding shares of common stock | 45.00% | |||
Vaporin Inc [Member] | Vapor Merger Agreement [Member] | ||||
Percentage of issued and outstanding shares of common stock | 100.00% | |||
Stock consideration issued as shareholder | 13,591,533 | |||
Vaporin Inc [Member] | Vapor Merger Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Stock consideration issued as shareholder | 910,000 | |||
Proceeds from issuance of equity offering | $ 3,500,000 | |||
Cash received commitments from third parties for financing | $ 25,000,000 | |||
Vaporin Inc [Member] | Vapor Merger Agreement [Member] | Vaporin Stockholders [Member] | ||||
Percentage of issued and outstanding shares of common stock | 45.00% |
Merger With Vaporin Inc (Detail
Merger With Vaporin Inc (Details Narrative) - USD ($) | Dec. 17, 2014 | Dec. 17, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 27, 2013 |
Merger closing date | Mar. 4, 2015 | |||||
Percentage of receive merger consideration to shareholders | 45.00% | |||||
Maximum percentage of current premium require to be paid | 200.00% | |||||
Percentage of ownership | 100.00% | 100.00% | 50.00% | 50.00% | ||
Proceeds from issuance of equity offering | $ 559,000 | |||||
Third party financing cost | $ 139,667 | |||||
Joint Venture [Member] | ||||||
Percentage of receive merger consideration to shareholders | 50.00% | |||||
Proceeds from secured line of credit | $ 3,000,000 | |||||
Vaporin Inc [Member] | ||||||
Number of shares issued for merger | 2,718,307 | 2,718,307 | ||||
Percentage of receive merger consideration to shareholders | 45.00% | |||||
Company issued and sold shares value | $ 14,949,328 | $ 25,000,000 | ||||
Common stock price per share | $ 5.50 | |||||
Vaporin Inc [Member] | Restricted Stock [Member] | ||||||
Number of shares issued for merger | 378,047 | 182,000 | ||||
Company issued and sold shares value | $ 2,079,071 | |||||
Common stock price per share | $ 5.50 | |||||
Percentage of issued and outstanding common stock shares | 100.00% | |||||
Proceeds from issuance of equity offering | $ 3,500,000 | |||||
Third party financing cost | 25,000,000 | |||||
Forgiveness of note and interest payable | $ 354,029 | |||||
Issuance of warrant to purchase of common stock shares | 49,592 | |||||
Issuance of stock option to purchase of common stock, shares | 3,947 | |||||
Restricted stock units | 378,047 | |||||
March 4, 2015 [Member] | ||||||
Company issued and sold shares value | $ 3,500,000 |
Merger With Vaporin, Inc. - Sch
Merger With Vaporin, Inc. - Schedule of Business Considertion (Details) | Mar. 31, 2015USD ($) |
Business Combinations [Abstract] | |
Value of common shares issued to seller | $ 17,735,084 |
Cash | 136,468 |
Due from Merchant credit card processor, net reserve | 201,141 |
Accounts receivable | 81,256 |
Inventories | 981,558 |
Property and Equipment | 206,668 |
Other Assets | 28,021 |
Notes payable, net of debt discount of $54,623 | (512,377) |
Notes payable – related party | (1,000,000) |
Accounts Payable and accrued expenses | (775,753) |
Derivative Liabilities | (49,638) |
Excess liabilities over assets assumed | (706,685) |
Value of common stock issued | 17,028,399 |
Excess liabilities over assets assumed | 706,685 |
Total purchase price | 17,735,084 |
Trade names and technology | 1,500,000 |
Customer relationships | 488,274 |
Assembled workforce | 92,326 |
Total Identifiable Intangible Assets | 2,080,600 |
Goodwill | 15,654,484 |
Total allocation to identifiable intangible assets and goodwill | $ 17,735,084 |
Merger With Vaporin, Inc. - S57
Merger With Vaporin, Inc. - Schedule of Business Considertion (Details) (Parenthetical) | Mar. 31, 2015USD ($) |
Business Combinations [Abstract] | |
Debt discount | $ 54,623 |
Merger With Vaporin Inc - Sched
Merger With Vaporin Inc - Schedule of Pro Forma Consolidated Results of Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Weighted Average number of shares outstanding | 4,494,855 | 3,253,550 | ||
Pro Forma [Member] | ||||
Revenues | $ 2,584,884 | $ 4,975,337 | $ 20,253,052 | $ 28,259,309 |
Net (loss) income | $ (5,378,927) | $ (2,590,724) | $ (19,595,702) | $ 415,316 |
Loss per share - basic and diluted | $ (0.86) | $ (0.42) | $ (2.95) | $ 0.05 |
Weighted Average number of shares outstanding | 6,252,037 | 6,153,204 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | |||
Commissions payable | $ 179,000 | $ 179,000 | |
Retirement plan contributions | 101,000 | 80,000 | |
Accrued severance | 160,000 | 82,000 | |
Accrued customer returns | 648,000 | 360,000 | |
Other accrued liabilities | 331,241 | 274,112 | |
Total | $ 1,419,241 | $ 975,112 | $ 420,363 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Depreciation expense | $ 56,435 | $ 11,284 |
Vaporin Inc [Member] | ||
Depreciation expense | $ 9,183 | $ 680 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 796,333 | $ 56,564 | |
Less: accumulated depreciation and amortization | $ (158,238) | (84,314) | (27,879) |
Property and equipment, net | $ 633,705 | 712,019 | 28,685 |
Vaporin Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation and amortization | (9,863) | (680) | |
Property and equipment, net | 160,620 | 8,395 | |
Computer Hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 389,373 | 12,471 | |
Computer Hardware [Member] | Vaporin Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,413 | 8,413 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 347,612 | 19,821 | |
Warehouse Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,564 | 7,564 | |
Warehouse Equipment Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 16,708 | $ 16,708 | |
Leasehold Improvements Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 35,076 | ||
Leasehold Improvements [Member] | Vaporin Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 47,443 | ||
Furniture, Fixtures and Equipment [Member] | Vaporin Inc [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 114,627 | $ 662 |
Intangible Assets (Vaporin Inc)
Intangible Assets (Vaporin Inc) (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Vaporin Inc [Member] | ||
Amortization of intangible assets | $ 10,804 | $ 5,402 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Vaporin Inc) (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Less: accumulated amortization | $ (22,177) | $ 0 | |
Vaporin Inc [Member] | |||
Website, capitalized | 17,678 | $ 17,678 | |
Less: accumulated amortization | (16,206) | (5,402) | |
Intangible assets, net | $ 1,472 | $ 12,276 |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Consolidated Results of Operations (Vaporin Inc) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Pro Forma [Member] | ||||
Net Revenues | $ 2,584,884 | $ 4,975,337 | $ 20,253,052 | $ 28,259,309 |
Net Loss | $ (5,378,927) | $ (2,590,724) | (19,595,702) | $ 415,316 |
Vaporin Inc [Member] | As Reported [Member] | ||||
Net Revenues | 3,281,838 | |||
Loss from operations | (5,958,350) | |||
Net Loss | $ (6,201,099) | |||
Loss per common share, Basic | $ (1.74) | |||
Loss per common share, Diluted | $ (1.74) | |||
Vaporin Inc [Member] | Pro Forma [Member] | ||||
Net Revenues | $ 5,056,029 | |||
Loss from operations | (5,348,336) | |||
Net Loss | $ (5,534,088) | |||
Loss per common share, Basic | $ (1.56) | |||
Loss per common share, Diluted | $ (1.56) |
Acquisition (Vaporin Inc) (Deta
Acquisition (Vaporin Inc) (Details Narrative) - USD ($) | Sep. 08, 2014 | Aug. 29, 2014 | Oct. 29, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Fair value of stock price | $ 5.20 | |||||
Process from private placement | $ 9,000,000 | $ 2,941,960 | $ (109,104) | |||
Vaporin Inc [Member] | ||||||
Fair value of stock price | $ 5.50 | $ 3.53 | ||||
Process from private placement | $ 3,142,854 | |||||
Purchase price aggregated amount | 4,142,854 | $ 4,142,854 | ||||
Annual salary of vice president | $ 200,000 | |||||
Employee agreement term | The Employment Agreement has an initial term of two years and is automatically renewable for successive one-year terms unless either party opts not to renew. | |||||
Severance amount of salary previously received | $ 400,000 | |||||
Vaporin Inc [Member] | During First 12 Months Price [Member] | ||||||
Fair value of stock price | $ 5 | |||||
Vaporin Inc [Member] | During Second 12 Months Price [Member] | ||||||
Fair value of stock price | $ 7.50 | |||||
Vaporin Inc [Member] | Series E Preferred Stock [Member] | ||||||
Number of series E convertible preferred stock share converted into common stock | 571,428 | |||||
Percentage of common stock remain in escrow | 10.00% | |||||
Vaporin Inc [Member] | Cantrells [Member] | ||||||
Payment of acquisition amount | $ 800,000 | |||||
Payment of acquisition additional amount within 30 days | $ 200,000 | |||||
Repurchase of issuance stock | 280,000 | |||||
Vaporin Inc [Member] | Cantrells [Member] | Series E Preferred Stock [Member] | ||||||
Number of shares issued for merger | 2 |
Acquisition - Schedule of Asset
Acquisition - Schedule of Assets and Liabilities Assumed (Vaporin Inc) (Details) - Vaporin Inc [Member] - USD ($) | Dec. 31, 2014 | Sep. 08, 2014 |
Current assets (including cash of $2,000) | $ 341,021 | |
Other Assets | 6,597 | |
Property and equipment | 100,401 | |
Goodwill | 3,732,268 | |
Liabilities assumed | (37,433) | |
Net purchase price | $ 4,142,854 | $ 4,142,854 |
Acquisition - Schedule of Ass67
Acquisition - Schedule of Assets and Liabilities Assumed (Vaporin Inc) (Details) (Parenthetical) | Dec. 31, 2014USD ($) |
Vaporin Inc [Member] | |
Cash | $ 2,000 |
Notes Payable (10K) (Details Na
Notes Payable (10K) (Details Narrative) - USD ($) | Jan. 29, 2015 | Dec. 08, 2014 | Nov. 14, 2014 | Oct. 29, 2013 | Jul. 11, 2013 | Jul. 09, 2013 | Apr. 30, 2013 | Jan. 29, 2013 | Nov. 13, 2012 | Sep. 28, 2012 | Jul. 09, 2012 | Jun. 19, 2012 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 04, 2015 | Jan. 12, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Exercise price per share | $ 6.40 | |||||||||||||||||
Deferred financing costs | $ 139,667 | |||||||||||||||||
Amortization of deferred financing costs | $ 34,917 | (17,458) | ||||||||||||||||
Senior convertible notes payable, debt discounts | 49,421 | 0 | ||||||||||||||||
Amortization of deferred debt discount | $ 317,702 | $ 156,250 | $ 102,500 | |||||||||||||||
Induced conversion expense | (299,577) | |||||||||||||||||
Incremental conversion option intrinsic value benefit | ||||||||||||||||||
Option exercisable per share | $ 11.30 | $ 10.85 | ||||||||||||||||
Proceeds from convertible debt | $ 500,000 | |||||||||||||||||
Accredited investors providing for the sale | $ 3,500,960 | |||||||||||||||||
Notes payable - related party | $ 1,000,000 | |||||||||||||||||
Loan receivable | $ 467,095 | |||||||||||||||||
$1,250,000 Senior Convertible Notes Payable To Related Parties [Member] | ||||||||||||||||||
Debt instrument, face amount | $ 1,250,000 | |||||||||||||||||
Convertible promissory note | $ 1,250,000 | |||||||||||||||||
Number of shares called by warrants | 227,273 | |||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||
Exercise price per share | $ 10 | |||||||||||||||||
Interest expense, debt | $ 1,250,000 | |||||||||||||||||
Notes, interest rate | 7.00% | |||||||||||||||||
Notes payable, due date | Nov. 14, 2015 | |||||||||||||||||
Terms of senior convertible notes customary antidilution description | The terms of the $1,250,000 Senior Convertible Notes included customary anti-dilution protection and also included registration rights with respect to the shares of common stock underlying the $1,250,000 Senior Convertible Notes and warrants. | |||||||||||||||||
Percentage of cash equal of principal amount | 115.00% | |||||||||||||||||
Deferred financing costs | $ 139,667 | |||||||||||||||||
Amortization of deferred financing costs | 17,458 | |||||||||||||||||
Senior convertible notes payable, debt discounts | 1,250,000 | |||||||||||||||||
Fair value of basis warrants issued | 701,250 | |||||||||||||||||
Fair value of conversion feature issuance | 548,750 | |||||||||||||||||
Amortization of deferred debt discount | $ 156,250 | |||||||||||||||||
$1,250,000 Senior Convertible Notes Payable To Related Parties [Member] | Palladium Capital Advisors, LLC [Member] | ||||||||||||||||||
Number of shares called by warrants | 11,364 | |||||||||||||||||
Exercise price per share | $ 10 | |||||||||||||||||
Notes payable, due date | Nov. 14, 2019 | |||||||||||||||||
Placement agent fee | $ 62,500 | |||||||||||||||||
300,000 Senior Convertible Notes Payable to Related Parties [Member] | Private Placement [Member] | ||||||||||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||||||||||
Interest expense, debt | $ 48,674 | |||||||||||||||||
Debt converted into stock | 56,338 | |||||||||||||||||
300,000 Senior Convertible Notes Payable to Related Parties [Member] | Securities Purchase Agreements [Member] | Harlan Press And Doron Ziv [Member] | ||||||||||||||||||
Convertible promissory note | $ 300,000 | |||||||||||||||||
Percentage of stockholders's grater than officers | 550.00% | |||||||||||||||||
Issuance of warrants to purchase of common stock | 1,861 | |||||||||||||||||
50,000 Senior Convertible Notes Payable to Related Parties [Member] | ||||||||||||||||||
Amortization of deferred debt discount | $ 3,530 | |||||||||||||||||
50,000 Senior Convertible Notes Payable to Related Parties [Member] | Private Placement [Member] | ||||||||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||||||
Debt converted into stock | 8,333 | |||||||||||||||||
50,000 Senior Convertible Notes Payable to Related Parties [Member] | Securities Purchase Agreements [Member] | Mr. Frija [Member] | ||||||||||||||||||
Convertible promissory note | $ 500,000 | |||||||||||||||||
Interest expense, debt | $ 8,113 | |||||||||||||||||
Issuance of warrants to purchase of common stock | 275 | |||||||||||||||||
350,000 Senior Convertible Notes Payable to Related Parties [Member] | ||||||||||||||||||
Convertible promissory note | $ 350,000 | |||||||||||||||||
Notes, interest rate | 18.00% | |||||||||||||||||
Notes payable, due date | Jul. 8, 2016 | |||||||||||||||||
Fair value of conversion feature issuance | $ 350,000 | $ 3,937 | ||||||||||||||||
Amortization of deferred debt discount | 4,550 | |||||||||||||||||
Issuance of warrants to purchase of common stock | 675 | |||||||||||||||||
Debt converted into stock | 350,000 | |||||||||||||||||
Percentage of conversion price | 110.00% | |||||||||||||||||
Incremental conversion option intrinsic value benefit | $ 3,937 | |||||||||||||||||
Debt discount | $ 350,000 | $ 4,550 | ||||||||||||||||
Option exercisable per share | $ 28.55 | |||||||||||||||||
350,000 Senior Convertible Notes Payable to Related Parties [Member] | Warrant [Member] | ||||||||||||||||||
Conversion price per share | $ 28.55 | |||||||||||||||||
350,000 Senior Convertible Notes Payable to Related Parties [Member] | Private Placement [Member] | ||||||||||||||||||
Convertible promissory note | 350,000 | |||||||||||||||||
Interest expense, debt | $ 16,126 | |||||||||||||||||
Conversion price per share | $ 15 | |||||||||||||||||
Debt converted into stock | 23,334 | |||||||||||||||||
Percentage of conversion price | 110.00% | |||||||||||||||||
Debt conversion converted instrument amount | $ 350,000 | |||||||||||||||||
Induced conversion expense | 246,375 | |||||||||||||||||
Conversion price amount | 350,000 | |||||||||||||||||
350,000 Senior Convertible Notes Payable to Related Parties [Member] | Securities Purchase Agreements [Member] | Ralph Frija [Member] | ||||||||||||||||||
Convertible promissory note | $ 200,000 | |||||||||||||||||
Common stock purchase of warrants | 3,373 | |||||||||||||||||
Amortization of deferred debt discount | $ 10,000 | |||||||||||||||||
Percentage of stockholders's grater than officers | 5.00% | |||||||||||||||||
Issuance of warrants to purchase of common stock | 385 | |||||||||||||||||
Percentage of obtained by dividing | 5.00% | |||||||||||||||||
Weighted average closing price per share | $ 25.95 | |||||||||||||||||
350,000 Senior Convertible Notes Payable to Related Parties [Member] | Securities Purchase Agreements [Member] | Holman [Member] | ||||||||||||||||||
Convertible promissory note | $ 100,000 | |||||||||||||||||
Amortization of deferred debt discount | $ 5,000 | |||||||||||||||||
Percentage of stockholders's grater than officers | 5.00% | |||||||||||||||||
Issuance of warrants to purchase of common stock | 964 | |||||||||||||||||
Percentage of obtained by dividing | 5.00% | |||||||||||||||||
Weighted average closing price per share | $ 5.19 | |||||||||||||||||
350,000 Senior Convertible Notes Payable to Related Parties [Member] | Securities Purchase Agreements [Member] | Vaccaro [Member] | ||||||||||||||||||
Convertible promissory note | $ 50,000 | |||||||||||||||||
Amortization of deferred debt discount | $ 2,500 | |||||||||||||||||
Issuance of warrants to purchase of common stock | 482 | |||||||||||||||||
Percentage of obtained by dividing | 5.00% | |||||||||||||||||
Weighted average closing price per share | $ 5.19 | |||||||||||||||||
75,000 Senior Convertible Notes Payable to Related Parties [Member] | ||||||||||||||||||
Convertible promissory note | 75,000 | |||||||||||||||||
Interest expense, debt | 3,957 | |||||||||||||||||
Fair value of conversion feature issuance | 75,000 | |||||||||||||||||
Amortization of deferred debt discount | $ 75,000 | 825 | ||||||||||||||||
Debt conversion converted instrument amount | $ 75,000 | |||||||||||||||||
Induced conversion expense | 53,202 | |||||||||||||||||
Debt discount | $ 825 | |||||||||||||||||
Number of stock shares issued during period | 75,000 | |||||||||||||||||
Number convertible debt amended | $ 300,000 | |||||||||||||||||
Number convertible debt amended 1 | 50,000 | |||||||||||||||||
75,000 Senior Convertible Notes Payable to Related Parties [Member] | Private Placement [Member] | ||||||||||||||||||
Conversion price per share | $ 15 | |||||||||||||||||
Debt converted into stock | 5,000 | |||||||||||||||||
Debt conversion converted instrument amount | $ 75,000 | |||||||||||||||||
75,000 Senior Convertible Notes Payable to Related Parties [Member] | Securities Purchase Agreements [Member] | Vaccaro [Member] | ||||||||||||||||||
Convertible promissory note | $ 75,000 | |||||||||||||||||
Notes payable, due date | Jul. 10, 2016 | |||||||||||||||||
Amortization of deferred debt discount | $ 3,750 | |||||||||||||||||
Issuance of warrants to purchase of common stock | 144 | |||||||||||||||||
Percentage of obtained by dividing | 5.00% | |||||||||||||||||
Weighted average closing price per share | $ 26.135 | |||||||||||||||||
Option exercisable per share | $ 28.75 | |||||||||||||||||
Option excercisable date | Jul. 10, 2018 | |||||||||||||||||
500,000 Senior Convertible Note Payable to Stockholder [Member] | ||||||||||||||||||
Notes payable, due date | Apr. 22, 2016 | Jan. 8, 2014 | ||||||||||||||||
Conversion price per share | $ 12.885 | |||||||||||||||||
Percentage of conversion price | 110.00% | |||||||||||||||||
Number convertible debt amended | $ 500,000 | |||||||||||||||||
500,000 Senior Convertible Note Payable to Stockholder [Member] | Ralph Frija [Member] | ||||||||||||||||||
Notes payable, due date | Apr. 22, 2016 | |||||||||||||||||
Conversion price per share | $ 12.885 | |||||||||||||||||
Percentage of stockholders's grater than officers | 5.00% | |||||||||||||||||
Percentage of conversion price | 110.00% | |||||||||||||||||
Proceeds from convertible debt | $ 500,000 | |||||||||||||||||
Percentage of proceeds excess of initial principal amount | 125.00% | |||||||||||||||||
500,000 Senior Convertible Note Payable [Member] | ||||||||||||||||||
Notes, interest rate | 18.00% | |||||||||||||||||
Notes payable, due date | Jan. 28, 2016 | |||||||||||||||||
Conversion price per share | $ 16.888 | |||||||||||||||||
Percentage of conversion price | 110.00% | |||||||||||||||||
Incremental conversion option intrinsic value benefit | $ 79,527 | |||||||||||||||||
500,000 Senior Convertible Note Payable [Member] | Warrant [Member] | ||||||||||||||||||
Option exercisable per share | $ 16.888 | |||||||||||||||||
500,000 Senior Convertible Note Payable [Member] | Securities Purchase Agreements [Member] | Robert John Sali [Member] | ||||||||||||||||||
Convertible promissory note | $ 500,000 | |||||||||||||||||
Amortization of deferred debt discount | $ 25,000 | |||||||||||||||||
Issuance of warrants to purchase of common stock | 1,628 | |||||||||||||||||
Percentage of obtained by dividing | 5.00% | |||||||||||||||||
Weighted average closing price per share | $ 15.35 | |||||||||||||||||
Proceeds from sale of securities | $ 500,000 | |||||||||||||||||
500,000 Senior Convertible Note Payable [Member] | Private Placement [Member] | ||||||||||||||||||
Convertible promissory note | 50,000 | |||||||||||||||||
Interest expense, debt | $ 93,267 | |||||||||||||||||
Debt converted into stock | 33,332 | |||||||||||||||||
50,000 Senior Convertible Note Payable [Member] | ||||||||||||||||||
Fair value of conversion feature issuance | 79,527 | |||||||||||||||||
Amortization of deferred debt discount | $ 10,131 | |||||||||||||||||
50,000 Senior Convertible Note Payable [Member] | Private Placement [Member] | ||||||||||||||||||
Convertible promissory note | $ 50,000 | |||||||||||||||||
Interest expense, debt | $ 66,329 | |||||||||||||||||
Debt converted into stock | 148,039 | |||||||||||||||||
Percentage of conversion price | 110.00% | |||||||||||||||||
567,000 Convertible Notes Payable [Member] | January 20, 2015 and January 23, 2015 [Member] | ||||||||||||||||||
Conversion price per share | $ 5.40 | |||||||||||||||||
Senior convertible notes payable, debt discounts | $ 54,623 | |||||||||||||||||
Debt instrument accrued interest rate | 10.00% | |||||||||||||||||
Accredited investors providing for the sale | $ 567,000 | |||||||||||||||||
Percentage of discount | 15.00% | |||||||||||||||||
Notes due and payable | January 20, 2016 and January 23, 2016. | |||||||||||||||||
$350,000 Convertible Notes Payable [Member] | ||||||||||||||||||
Convertible promissory note | $ 350,000 | |||||||||||||||||
Notes payable, due date | Mar. 4, 2015 | |||||||||||||||||
Proceeds from sale of securities | $ 350,000 | |||||||||||||||||
Debt instrument accrued interest rate | 12.00% | |||||||||||||||||
$350,000 Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Convertible promissory note | $ 350,000 | |||||||||||||||||
Accrued interest | $ 4,029 | |||||||||||||||||
1,000,000 Notes Payable Related Party [Member] | ||||||||||||||||||
Notes payable, due date | Mar. 31, 2016 | |||||||||||||||||
Debt instrument accrued interest rate | 12.00% | |||||||||||||||||
Notes payable - related party | $ 3,000,000 | |||||||||||||||||
467,095 Notes Receivable [Member] | ||||||||||||||||||
Debt instrument, face amount | $ 500,000 | |||||||||||||||||
Loan receivable | $ 50,000 |
Notes Payable and Receivable (1
Notes Payable and Receivable (10Q) (Details Narrative) - USD ($) | Jan. 29, 2015 | Dec. 08, 2014 | Mar. 31, 2015 | Mar. 04, 2015 | Jan. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Debt discount amount | $ 49,421 | $ 0 | |||||
Accredited investors providing for the sale | 3,500,960 | ||||||
Notes payable - related party | $ 1,000,000 | ||||||
Loan receivable | $ 467,095 | ||||||
567,000 Convertible Notes Payable [Member] | January 20, 2015 and January 23, 2015 [Member] | |||||||
Debt instrument accrued interest rate | 10.00% | ||||||
Conversion price per share | $ 5.40 | ||||||
Debt discount amount | $ 54,623 | ||||||
Accredited investors providing for the sale | $ 567,000 | ||||||
Percentage of discount | 15.00% | ||||||
Debt instrument weighted average price | $ 4.75 | ||||||
Notes due and payable | January 20, 2016 and January 23, 2016. | ||||||
$350,000 Convertible Notes Payable [Member] | |||||||
Term loan, maturity date | Mar. 4, 2015 | ||||||
Debt instrument accrued interest rate | 12.00% | ||||||
Convertible promissory note | $ 350,000 | ||||||
Proceeds from sale of securities | $ 350,000 | ||||||
$350,000 Convertible Notes Payable [Member] | Securities Purchase Agreement [Member] | |||||||
Convertible promissory note | $ 350,000 | ||||||
Accrued interest | $ 4,029 | ||||||
1,000,000 Notes Payable Related Party [Member] | |||||||
Term loan, maturity date | Mar. 31, 2016 | ||||||
Debt instrument accrued interest rate | 12.00% | ||||||
Notes payable - related party | $ 3,000,000 | ||||||
467,095 Notes Receivable [Member] | |||||||
Debt principal amount | $ 500,000 | ||||||
Loan receivable | $ 50,000 |
Notes Payable (Vaporin Inc) (De
Notes Payable (Vaporin Inc) (Details Narrative) - USD ($) | Dec. 08, 2014 | Jan. 24, 2014 | Jan. 22, 2014 | Jan. 14, 2014 | Dec. 19, 2013 | Oct. 29, 2013 | Sep. 30, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Warrants exercisable price per share | $ 6.40 | |||||||||||||
Repayment of related party debt | $ 81,489 | $ 52,500 | $ 910,000 | |||||||||||
Warrants, expected dividend yield | 0.00% | 0.00% | ||||||||||||
Warrants, expected volatility rate | 46.30% | |||||||||||||
Warrants, risk-free interest rate | 2.62% | |||||||||||||
Amortization of debt discount | 317,702 | $ 156,250 | $ 102,500 | |||||||||||
Interest expense | $ 378,775 | $ 28,434 | $ (348,975) | $ (383,981) | ||||||||||
Minimum [Member] | ||||||||||||||
Warrants, expected holding period | 5 years | 6 years 3 months 18 days | ||||||||||||
Maximum [Member] | ||||||||||||||
Warrants, expected holding period | 7 years | 10 years | ||||||||||||
Warrant [Member] | ||||||||||||||
Warrants, expected dividend yield | 0.00% | |||||||||||||
Warrants, expected holding period | 5 years | |||||||||||||
Vaporin Inc [Member] | ||||||||||||||
Convertible notes payable | $ 350,000 | |||||||||||||
Debt discount on convertible notes | 253,844 | |||||||||||||
Notes, interest rate | 10.00% | 10.00% | ||||||||||||
Convertible promissory note, maturity month and year | 2014-08 | |||||||||||||
Warrant to purchase common stock | 12,500 | |||||||||||||
Common stock at an exercise price | $ 0.50 | |||||||||||||
Warrants initial exercise price per share | $ 5 | |||||||||||||
Conversion of notes, shares issued | 10,000 | |||||||||||||
Conversion of notes, Amount converted | $ 50,000 | |||||||||||||
Conversion price per share | $ 5 | |||||||||||||
Warrants, expected dividend yield | 0.00% | |||||||||||||
Warrants, expected volatility rate | 131.00% | 127.00% | ||||||||||||
Warrants, risk-free interest rate | 1.65% | 1.70% | ||||||||||||
Warrants, expected holding period | 5 years | 5 years | ||||||||||||
Amortization of debt discount | $ 253,844 | $ 253,844 | ||||||||||||
Interest expense in connection with the grant of warrants | 78,869 | |||||||||||||
Interest expense | 78,869 | |||||||||||||
Notes payable - related parties, principal amount plus accrued interest of the notes were cancelled | $ 285,710 | $ 285,710 | ||||||||||||
Vaporin Inc [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Conversion of notes, shares issued | 100,000 | |||||||||||||
Vaporin Inc [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||||
Warrants, expected volatility rate | 120.00% | |||||||||||||
Warrants, risk-free interest rate | 1.39% | |||||||||||||
Vaporin Inc [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||
Warrants, expected volatility rate | 131.00% | |||||||||||||
Warrants, risk-free interest rate | 1.73% | |||||||||||||
Vaporin Inc [Member] | Warrant [Member] | ||||||||||||||
Warrants, expected dividend yield | 0.00% | |||||||||||||
Warrants, expected holding period | 5 years | |||||||||||||
Vaporin Inc [Member] | Investors [Member] | ||||||||||||||
Repayment of related party debt | $ 52,433 | |||||||||||||
Vaporin Inc [Member] | Cantrells [Member] | ||||||||||||||
Repayment of debt | $ 200,000 | |||||||||||||
Vaporin Inc [Member] | Emagine the Vape Stores, LLC [Member] | ||||||||||||||
Promissory note | $ 3,000,000 | |||||||||||||
Notes, interest rate | 12.00% | |||||||||||||
Notes payable, due date | Mar. 31, 2016 | |||||||||||||
Vaporin Inc [Member] | 10% Secured Convertible Promissory Note One [Member] | ||||||||||||||
Promissory note | $ 75,000 | |||||||||||||
Notes, interest rate | 10.00% | |||||||||||||
Convertible promissory note, maturity month and year | 2014-06 | |||||||||||||
Term of Warrants | 5 years | |||||||||||||
Warrant to purchase common stock | 75,000 | |||||||||||||
Common stock at an exercise price | $ 10 | |||||||||||||
Proceeds from issuance of warrants | $ 75,000 | |||||||||||||
Common stock initial conversion price per share | $ 10 | |||||||||||||
Warrants exercisable price per share | 0.50 | $ 0.50 | ||||||||||||
Warrants initial exercise price per share | $ 10 | |||||||||||||
Warrants exercise price reduced per share | $ 10 | |||||||||||||
Conversion of notes, shares issued | 11,000 | |||||||||||||
Conversion of notes, Amount converted | $ 75,000 | |||||||||||||
Conversion price per share | $ 10 | |||||||||||||
Accrued Interest | $ 7,500 | |||||||||||||
Reduction of common stock conversion price per share | $ 10 | |||||||||||||
Additional interest expense | $ 9,900 | |||||||||||||
Vaporin Inc [Member] | 10% Secured Convertible Promissory Note Two [Member] | ||||||||||||||
Promissory note | $ 175,000 | |||||||||||||
Notes, interest rate | 10.00% | |||||||||||||
Convertible promissory note, maturity month and year | 2014-08 | |||||||||||||
Term of Warrants | 5 years | |||||||||||||
Warrant to purchase common stock | 30,000 | |||||||||||||
Proceeds from issuance of warrants | $ 175,000 | |||||||||||||
Common stock initial conversion price per share | $ 10 | |||||||||||||
Warrants exercisable price per share | $ 0.50 | |||||||||||||
Warrants initial exercise price per share | $ 10 | |||||||||||||
Warrants exercise price reduced per share | $ 10 | |||||||||||||
Conversion of notes, shares issued | 18,333 | |||||||||||||
Conversion of notes, Amount converted | $ 125,000 | |||||||||||||
Conversion price per share | $ 10 | |||||||||||||
Accrued Interest | $ 12,500 | |||||||||||||
Reduction of common stock conversion price per share | $ 10 | |||||||||||||
Additional interest expense | $ 16,500 | |||||||||||||
Vaporin Inc [Member] | 10% Secured Convertible Promissory Note Three [Member] | ||||||||||||||
Promissory note | $ 100,000 | |||||||||||||
Notes, interest rate | 10.00% | |||||||||||||
Convertible promissory note, maturity month and year | 2015-01 | |||||||||||||
Warrant to purchase common stock | 20,000 | |||||||||||||
Common stock at an exercise price | $ 5 | |||||||||||||
Proceeds from issuance of warrants | $ 100,000 | |||||||||||||
Common stock initial conversion price per share | $ 5 | |||||||||||||
Warrants initial exercise price per share | $ 5 | |||||||||||||
Vaporin Inc [Member] | Notes Payable One [Member] | ||||||||||||||
Notes, interest rate | 10.00% | |||||||||||||
Notes payable | $ 50,000 | |||||||||||||
Notes payable, due date | Jun. 18, 2014 | |||||||||||||
Repayment of debt | $ 51,762 | |||||||||||||
Vaporin Inc [Member] | Notes Payable Two [Member] | ||||||||||||||
Notes, interest rate | 10.00% | |||||||||||||
Conversion of notes, shares issued | 5,000 | |||||||||||||
Notes payable | $ 25,000 | |||||||||||||
Notes payable, due date | Jun. 18, 2014 | |||||||||||||
Vaporin Inc [Member] | October 2014 [Member] | ||||||||||||||
Subsequently paid debt amount | $ 200,000 |
Derivative Liabilities (Vaporin
Derivative Liabilities (Vaporin Inc) (Details Narrative) - Vaporin Inc [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Notes, interest rate | 10.00% | |
Derivative liability | $ 43,944 | $ 0 |
Change in fair value of derivatives | 251,625 | |
Derivative expense | 86,484 | |
Reclassification to paid-in capital due to payment of convertible notes | $ 90,064 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Fair Value of Convertible Instruments Under Black-Scholes Pricing Model (Vaporin Inc) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Dividend rate | 0.00% | |
Term (in years) | 3 years 8 months 12 days | |
Volatility | 124.00% | |
Risk-free interest rate | 1.37% | |
Vaporin Inc [Member] | ||
Dividend rate | 0.00% | |
Vaporin Inc [Member] | Minimum [Member] | ||
Term (in years) | 3 months 29 days | |
Volatility | 126.00% | |
Risk-free interest rate | 0.05% | |
Vaporin Inc [Member] | Maximum [Member] | ||
Term (in years) | 5 years | |
Volatility | 131.00% | |
Risk-free interest rate | 1.73% |
Factoring Facility and Term L73
Factoring Facility and Term Loan Payable (Details Narrative) - USD ($) | Sep. 23, 2014 | Aug. 16, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 08, 2013 |
Acquisition of account receivable, percentage of face amount advanced by lender | 50.00% | ||||||
Factoring fee, percentage of gross face amount of purchased account receivable | 1.00% | ||||||
Gross borrowings under Factoring Facility | $ 0 | $ 407,888 | |||||
Borrowings outstanding under the Factoring Facility | 0 | 0 | |||||
Term loan | $ 523,727 | 750,000 | 478,847 | ||||
Interest expense | $ 378,775 | $ 28,434 | (348,975) | (383,981) | |||
2013 Term Loan [Member] | |||||||
Term loan | $ 750,000 | ||||||
Notes payable, due date | Aug. 15, 2014 | ||||||
Notes, interest rate | 16.00% | ||||||
Retention of daily fixed amount from daily collection of merchant credit card receivables | $ 3,346 | ||||||
Interest expense | 76,617 | $ 44,769 | |||||
2014 Term Loan [Member] | |||||||
Term loan | $ 1,000,000 | 750,000 | |||||
Notes payable, due date | Sep. 30, 2015 | ||||||
Notes, interest rate | 14.00% | ||||||
Interest expense | $ 24,086 | ||||||
Term loan, periodic payment, principal | $ 83,333 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details Narrative) - USD ($) | Oct. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2014 |
Interest expense associated with capital lease obligation | $ 4,679 | |||
Depreciation expense for equipment held under capital lease obligations | 56,435 | $ 11,284 | ||
Equipment [Member] | ||||
Capital lease obligation | $ 179,359 | |||
Annual interest on the capital lease obligation | 15.80% | |||
Capital lease obligation, repayment terms | 36 months maturing on October 17, 2017 | |||
Depreciation expense for equipment held under capital lease obligations | 9,964 | |||
Net book value of equipment held under capital lease obligations | $ 169,395 |
Capital Lease Obligations - Fut
Capital Lease Obligations - Future Minimum Lease Payments Under Non-cancelable Capital Leases (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Leases [Abstract] | |||
2,015 | $ 75,485 | ||
2,016 | 75,485 | ||
2,017 | 62,904 | ||
Total | 213,874 | ||
Amounts representing interest payments | (42,416) | ||
Present value of future minimum payments | 171,458 | ||
Current portion of capital lease obligations | $ (52,015) | (52,015) | |
Capital lease obligations, long term | $ 107,195 | $ 119,443 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Apr. 25, 2014USD ($)$ / sharesshares | Mar. 06, 2014USD ($)$ / sharesshares | Feb. 03, 2014USD ($)Bonifideshares | Dec. 27, 2013shares | Dec. 27, 2013shares | Oct. 29, 2013USD ($)shares | Oct. 22, 2013USD ($)$ / sharesshares | Jun. 15, 2013shares | Mar. 15, 2013shares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($)shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Jan. 24, 2015shares | Nov. 20, 2013shares |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, shares issued | |||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Common stock, voting rights | Each share entitles the holder to one vote | ||||||||||||||
Issuance of common stock for services, shares | 4,000 | 4,000 | |||||||||||||
Grant date fair value of common shares issued | $ | $ 19,734 | $ 163,646 | $ 48,239 | ||||||||||||
Process from private placement | $ | $ 9,000,000 | $ 2,941,960 | $ (109,104) | ||||||||||||
Offering cost | $ | 1,000,000 | ||||||||||||||
Offering cost incurred | $ | 110,000 | ||||||||||||||
Number of register for resale | 3,216,171 | ||||||||||||||
Percentage of liquidated damages in cash equal | 1.50% | 1.50% | |||||||||||||
Cash payments | $ | $ 81,489 | $ 52,500 | $ 910,000 | ||||||||||||
Number of common stock shares reserved | 360,000 | ||||||||||||||
Number of shares avaliable for isssuance | 281,773 | 260,000 | 1,600,000 | ||||||||||||
Common stock reverse stock split | 1-for-5 | ratio of 1-for-5 | |||||||||||||
Fair value of stock price | $ / shares | $ 5.20 | ||||||||||||||
Volatility, minimum | 27.00% | ||||||||||||||
Volatility, maximum | 31.00% | ||||||||||||||
Risk-free interest rate, minimum | 1.57% | ||||||||||||||
Risk-free interest rate, maximum | 1.72% | ||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||
Common stock exercise price per share | $ / shares | $ 28.05 | $ 35 | $ 21.75 | ||||||||||||
Stock options granted | 1,012,745 | 66,311 | |||||||||||||
Nonvested stock option | 476,828 | 150,037 | |||||||||||||
Accredited investors providing for the sale | $ | $ 3,500,960 | ||||||||||||||
Per share price | $ / shares | $ 5.10 | ||||||||||||||
Warrants issued to share acquire | 547,026 | ||||||||||||||
Warrants exercisable price per share | $ / shares | $ 6.40 | ||||||||||||||
Amortized stock option expense | $ | $ 364,576 | $ 18,106 | |||||||||||||
Share based compensation expense unvested stock options granted to employees and consultants | $ | 338,105 | ||||||||||||||
Offering costs | $ | 559,000 | ||||||||||||||
Payment to private placement | $ | $ 350,000 | ||||||||||||||
Stock option vested period | 1 year 7 months 6 days | ||||||||||||||
Equity Incentive Plan [Member] | |||||||||||||||
Number of common stock shares reserved | 360,000 | ||||||||||||||
Common stock reverse stock split | 1-for-5 reverse stock split. | ||||||||||||||
Percentage of option grants and/or restricted shares for more than shares subject to Plan | 20.00% | ||||||||||||||
Nonqualified Directors [Member] | |||||||||||||||
Number of shares issued during period | 12,000 | ||||||||||||||
Common stock exercise price per share | $ / shares | $ 41.50 | ||||||||||||||
Weighted average grant date fair value | $ | $ 149,160 | ||||||||||||||
Other Nonqualified Directors [Member] | |||||||||||||||
Number of shares issued during period | 12,000 | ||||||||||||||
Common stock exercise price per share | $ / shares | $ 32.40 | ||||||||||||||
Weighted average grant date fair value | $ | $ 315,720 | ||||||||||||||
Nonqualified Stock Option [Member] | |||||||||||||||
Number of shares issued during period | 2,000 | ||||||||||||||
Common stock exercise price per share | $ / shares | $ 21.75 | ||||||||||||||
Weighted average grant date fair value | $ | $ 29,832 | $ 25,900 | |||||||||||||
Minimum [Member] | |||||||||||||||
Expected term | 5 years | 6 years 3 months 18 days | |||||||||||||
Estimated forfeiture rate | 0.02% | ||||||||||||||
Maximum [Member] | |||||||||||||||
Expected term | 7 years | 10 years | |||||||||||||
Estimated forfeiture rate | 0.01% | ||||||||||||||
Maximum [Member] | Nonqualified Stock Option [Member] | |||||||||||||||
Number of shares issued during period | 31,200 | ||||||||||||||
Common stock exercise price per share | $ / shares | $ 21.75 | ||||||||||||||
Weighted average grant date fair value | $ | $ 80,808 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Expected term | 5 years | ||||||||||||||
Volatility, minimum | 30.30% | ||||||||||||||
Volatility, maximum | 51.40% | ||||||||||||||
Risk-free interest rate, minimum | 0.71% | ||||||||||||||
Risk-free interest rate, maximum | 0.90% | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Number of warrants exercised | (38,594) | ||||||||||||||
Number of cashless common stock shares | 28,477 | ||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||
Fair value of stock price | $ / shares | $ 5 | ||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||
Fair value of stock price | $ / shares | $ 17.50 | ||||||||||||||
Senior Convertible Notes [Member] | |||||||||||||||
Convertible promissory note | $ | $ 1,700,000 | ||||||||||||||
Debt converted into stock | 780,000 | ||||||||||||||
Mr. Kavanaugh [Member] | |||||||||||||||
Issuance of common stock for services, shares | 80,000 | ||||||||||||||
Shares issued to employees | 840,000 | 322,067 | 592,300 | ||||||||||||
Shares vested and expected to vest | 70,000 | ||||||||||||||
Grant date fair value of common shares issued | $ | $ 3,080,000 | ||||||||||||||
Share were cancelled during period | 30,000 | ||||||||||||||
Mr. Kavanaugh [Member] | Award Vested Immediately Upon Execution of Consulting Agreement [Member] | |||||||||||||||
Shares vested and expected to vest | 10,000 | ||||||||||||||
Mr. Kavanaugh [Member] | Award Vested On May 3, 2014 [Member] | |||||||||||||||
Shares vested and expected to vest | 10,000 | ||||||||||||||
Mr. Kavanaugh [Member] | Award Vested On August 3, 2014 [Member] | |||||||||||||||
Shares vested and expected to vest | 10,000 | ||||||||||||||
Mr. Kavanaugh [Member] | Award Vested On November 3, 2014 [Member] | |||||||||||||||
Shares vested and expected to vest | 10,000 | ||||||||||||||
Mr. Kavanaugh [Member] | Award Vested In Quarterly Installment From November 3, 2014 [Member] | |||||||||||||||
Shares vested and expected to vest | 10,000 | ||||||||||||||
Knight Global [Member] | |||||||||||||||
Number of bona fide opportunities | Bonifide | 6 | ||||||||||||||
Consulting Agreement, term | 2 years | ||||||||||||||
Commissions payable in cash, percentage of "net sales" | 6.00% | ||||||||||||||
Knight Global [Member] | Termination of Consulting Agreement [Member] | |||||||||||||||
Shares vested and expected to vest | 10,000 | ||||||||||||||
Knight Global [Member] | Termination of Consulting Agreement [Member] | January 24, 2015 [Member] | |||||||||||||||
Stock-based compensation expense | $ | $ 322,067 | ||||||||||||||
Shares vested and expected to vest | 10,000 | ||||||||||||||
Officers And Directors [Member] | |||||||||||||||
Process from private placement | $ | $ 10,000,000 | ||||||||||||||
Number of shares issued for private placements | 666,668 | ||||||||||||||
Equity issuance price per share | $ / shares | $ 15 | ||||||||||||||
Nonqualified Stock Option [Member] | |||||||||||||||
Number of shares issued during period | 2,400 | ||||||||||||||
Common stock exercise price per share | $ / shares | $ 8.30 | ||||||||||||||
Selling, General and Administrative Expenses [Member] | |||||||||||||||
Stock-based compensation expense | $ | $ 87,000 | ||||||||||||||
Selling, General and Administrative Expenses [Member] | Knight Global [Member] | |||||||||||||||
Stock-based compensation expense | $ | $ 1,602,933 |
Stockholders' Equity (Vaporin I
Stockholders' Equity (Vaporin Inc) (Details Narrative) - USD ($) | Sep. 30, 2014 | Sep. 08, 2014 | Aug. 29, 2014 | Jul. 31, 2014 | May. 30, 2014 | Apr. 02, 2014 | Jan. 22, 2014 | Jan. 14, 2014 | Dec. 27, 2013 | Dec. 27, 2013 | Oct. 29, 2013 | Jun. 15, 2013 | Mar. 15, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | May. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 02, 2014 | Apr. 08, 2014 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Common stock reverse stock split | 1-for-5 | ratio of 1-for-5 | ||||||||||||||||||||
Common stock outstanding | 6,727,152 | 3,352,382 | 3,242,906 | |||||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||||
Common stock, shares issued | 6,727,152 | 3,352,382 | 3,242,906 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ (109,104) | $ 9,125,103 | ||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||
Process from private placement | $ 9,000,000 | $ 2,941,960 | $ (109,104) | |||||||||||||||||||
Common stock issued for services, value | $ 1,602,933 | $ 87,000 | ||||||||||||||||||||
Common stock issued for services | 4,000 | 4,000 | ||||||||||||||||||||
RSUs, vesting period | 1 year 7 months 6 days | |||||||||||||||||||||
Common stock price per share | $ 5.10 | |||||||||||||||||||||
Share-based Payment Grant Date Fair Value | 3,947 | 50,000 | 8,000 | |||||||||||||||||||
Option exercisable per share | $ 11.30 | $ 10.85 | ||||||||||||||||||||
Fair value of stock price | $ 5.20 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 46.30% | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.62% | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 6 years 3 months 18 days | ||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years | 10 years | ||||||||||||||||||||
Vaporin Inc [Member] | ||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common stock reverse stock split | 1-for-50 reverse stock split | |||||||||||||||||||||
Common stock outstanding | 3,826,493 | 4,893,254 | 700,000 | |||||||||||||||||||
Common stock, shares issued | 4,893,254 | 700,000 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 3,857,470 | |||||||||||||||||||||
Conversion of notes, shares converted | 10,000 | |||||||||||||||||||||
Process from private placement | $ 3,142,854 | |||||||||||||||||||||
Common stock issued for services, value | $ 355,120 | |||||||||||||||||||||
Common stock issued for services | 196,000 | |||||||||||||||||||||
Stock based compensation and consulting | $ 3,284 | |||||||||||||||||||||
RSUs, vesting period | 5 years | |||||||||||||||||||||
Share-based Payment Grant Date Fair Value | 17,650 | |||||||||||||||||||||
Share-based Payment Award, Options, Vested, Number of Shares | 5,000 | |||||||||||||||||||||
Option exercisable per share | $ 19 | |||||||||||||||||||||
Stock Granted, Value, Share-based Compensation | $ 50,000 | |||||||||||||||||||||
Fair value of stock price | $ 5.50 | $ 3.53 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 131.00% | 127.00% | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.65% | 1.70% | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | |||||||||||||||||||||
Stock based compensation expense not yet recognized pertaining to unvested options and stock grants | $ 2,047,883 | |||||||||||||||||||||
Vaporin Inc [Member] | Employment Agreement [Member] | ||||||||||||||||||||||
Option exercisable per share | $ 4.15 | |||||||||||||||||||||
Vaporin Inc [Member] | Greg Brauser [Member] | ||||||||||||||||||||||
Number of restricted stock units granted | 200,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Scott Frohman [Member] | ||||||||||||||||||||||
Number of restricted stock units granted | 200,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Vice President [Member] | Employment Agreement [Member] | ||||||||||||||||||||||
Number of restricted stock units granted | 10,000 | |||||||||||||||||||||
RSUs, vesting period | 3 years | |||||||||||||||||||||
Share-based Payment Grant Date Fair Value, per shares | $ 5 | |||||||||||||||||||||
Share-based Payment Award, Options, Vested, Number of Shares | 5,000 | |||||||||||||||||||||
Stock Granted, Value, Share-based Compensation | $ 50,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Marlin Capital Investments, LLC [Member] | ||||||||||||||||||||||
Number of restricted stock units granted | 400,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Private Placement [Member] | ||||||||||||||||||||||
Preferred stock, par value | $ 5.50 | $ 5.50 | $ 5 | $ 5 | ||||||||||||||||||
Common stock, shares issued | 40,000 | 160,000 | 115,000 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 220,000 | $ 880,000 | ||||||||||||||||||||
Number of private placement shares closed | 503,993 | |||||||||||||||||||||
Process from private placement | 201,000 | 822,000 | $ 2,529,965 | $ 1,043,500 | ||||||||||||||||||
Placement agents fees | $ 31,500 | |||||||||||||||||||||
Common stock issued for services, value | $ 255,000 | $ 510,000 | ||||||||||||||||||||
Common stock issued for services | 51,000 | 102,000 | ||||||||||||||||||||
Legal fees, filing fees and escrow expenses | $ 18,700 | $ 58,000 | ||||||||||||||||||||
Stock issued, per share | $ 5 | $ 5 | $ 5 | |||||||||||||||||||
Stock based consulting | $ 255,000 | $ 510,000 | ||||||||||||||||||||
Vaporin Inc [Member] | Private Placement [Member] | Deferred Compensation, Share-based Payments [Member] | ||||||||||||||||||||||
Common stock issued for services | 34,250 | |||||||||||||||||||||
Stock based consulting | $ 124,375 | |||||||||||||||||||||
Vaporin Inc [Member] | Private Placement [Member] | Chardan Capital Markets, LLC [Member] | ||||||||||||||||||||||
Commission for private placement | 10.00% | |||||||||||||||||||||
Common stock issued for services, value | $ 144,997 | |||||||||||||||||||||
Common stock issued for services | 28,999 | |||||||||||||||||||||
Term of Warrants | 5 years | |||||||||||||||||||||
Warrants, exercise price | $ 5 | |||||||||||||||||||||
Legal fees, filing fees and escrow expenses | $ 2,290,768 | |||||||||||||||||||||
Vaporin Inc [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares issued | 60,000 | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||||||
Vaporin Inc [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares issued | 100,000 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 100,000 | 0 | ||||||||||||||||||||
Preferred stock, liquidation preference per share | $ 0.0001 | |||||||||||||||||||||
Maximum percentage of common stock outstanding, beneficial owner at cost | 9.99% | |||||||||||||||||||||
Vaporin Inc [Member] | Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||
Preferred stock, par value | $ 5 | |||||||||||||||||||||
Preferred stock, shares issued | 100,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares issued | 1,550 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 1,550 | 0 | ||||||||||||||||||||
Preferred stock, liquidation preference per share | $ 0.0001 | |||||||||||||||||||||
Maximum percentage of common stock outstanding, beneficial owner at cost | 9.99% | |||||||||||||||||||||
Stock conversion | 1 share of Series C Preferred Stock-for-1,000 shares of common stock basis | |||||||||||||||||||||
Preferred stock, dividend preference | 0 | |||||||||||||||||||||
Conversion of notes, shares converted | 100,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Series E Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares authorized | 2 | 2 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||||||
Vaporin Inc [Member] | Share Exchange [Member] | ||||||||||||||||||||||
Common stock, shares issued | 1,883,250 | |||||||||||||||||||||
Issued and outstanding common stock, exchange of shares | 700,000 | |||||||||||||||||||||
Notes, aggregate principal amount | $ 285,710 | |||||||||||||||||||||
Conversion of notes, shares converted | 2,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Share Exchange [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Preferred stock, shares issued | 60,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Share Exchange [Member] | Series E Preferred Stock [Member] | ||||||||||||||||||||||
Common stock, shares authorized | 285,714.29 | |||||||||||||||||||||
Vaporin Inc [Member] | 2014 Equity Incentive Plan [Member] | Minimum [Member] | ||||||||||||||||||||||
Common stock, shares issued | 5,000,000 | |||||||||||||||||||||
Vaporin Inc [Member] | 2014 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||||||
Common stock, shares issued | 1,000,000 | |||||||||||||||||||||
Vaporin Inc [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Stock based compensation and consulting | $ 1,239,129 | |||||||||||||||||||||
RSUs, vesting period | 3 years |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrant Activity (Details) - Warrant [Member] - USD ($) None in scaling factor is -9223372036854775296 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Warrants Outstanding, Beginning Balance | 243,218 | 43,176 | 2,135 |
Number of Warrants granted | 598,763 | 238,636 | 41,041 |
Number of Warrants exercised | (38,594) | ||
Number of Warrants forfeited Or Expired | |||
Number of Warrants Outstanding, Ending Balance | 841,981 | 243,218 | 43,176 |
Number of Warrants Exercisable | 603,345 | 43,124 | |
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ 10.05 | $ 16.15 | $ 5.40 |
Weighted Average Exercise Price, Warrants granted | $ 8.20 | 10 | $ 16.70 |
Weighted Average Exercise Price, Warrants exercised | $ 16.50 | ||
Weighted Average Exercise Price, forfeited Or Expired | |||
Weighted Average Exercise Price, Warrants outstanding, Ending Balance | $ 8.75 | $ 10.05 | $ 16.15 |
Weighted Average Exercise Price, Exercisable | $ 8.25 | $ 16.15 | |
Weighted Average Remaining Contractual Terms (Years), Outstanding | 5 years | 5 years | |
Weighted Average Remaining Contractual Terms (Years), Exercisable | 5 years | 5 years | |
Aggregate Intrinsic Value, Outstanding | |||
Aggregate Intrinsic Value, Exercisable |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Warrants Activity (Vaporin Inc) (Details) - Vaporin Inc [Member] - $ / shares | 12 Months Ended |
Dec. 31, 2014 | |
Number of Warrants, Recapitalization on January 24, 2014 | 90,375 |
Number of Warrants, Granted | 28,999 |
Number of Warrants, Cancelled | |
Number of Warrants, Forfeited | |
Number of Warrants, Exercised | |
Number of Warrants Outstanding, Ending Balance | 119,374 |
Number of Warrants, Exercisable | 119,374 |
Weighted Average Exercise Price, Beginning balance | $ 14 |
Weighted Average Exercise Price, Granted | $ 5 |
Weighted Average Exercise Price, Cancelled | |
Weighted Average Exercise Price, Forfeited | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Ending balance | $ 12 |
Weighted Average Exercise Price, Exercisable | 12 |
Weighted average fair value of warrants granted during the nine months ended September 30, 2014 | $ 5 |
Weighted Average Remaining Contractual Life (Years), Recapitalization on January 24, 2014 | 4 years 3 months 26 days |
Weighted Average Remaining Contractual Life (Years), Granted | 5 years |
Weighted Average Remaining Contractual Life (Years), Ending | 3 years 7 months 6 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 3 years 7 months 6 days |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Employee Stock Options Estimated Using Weighted-Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Risk-free interest rate, minimum | 1.57% | |
Risk-free interest rate, maximum | 1.72% | |
Risk-free interest rate | 2.62% | |
Dividend yield | 0.00% | 0.00% |
Volatility | 46.30% | |
Volatility, minimum | 27.00% | |
Volatility, maximum | 31.00% | |
Minimum [Member] | ||
Expected term | 5 years | 6 years 3 months 18 days |
Maximum [Member] | ||
Expected term | 7 years | 10 years |
Stockholders' Equity - Summar81
Stockholders' Equity - Summary of Stock Option Outstanding Under Various Plans (Details) - shares | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Number of Options Outstanding in Plans | 248,567 | 268,860 | 224,000 | 226,000 |
Equity Compensation Plans Not Approved By Security Holders [Member] | ||||
Number of Options Outstanding in Plans | 180,000 | 180,000 | ||
Equity Incentive Plan [Member] | ||||
Number of Options Outstanding in Plans | 68,567 | 89,000 |
Stockholders' Equity - Summar82
Stockholders' Equity - Summary of Stock Option Activity Under All Option Plans (Details) - USD ($) None in scaling factor is -9223372036854775296 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
STOCKHOLDERS' EQUITY: | |||
Number of Options, Outstanding, balance | 268,860 | 224,000 | 226,000 |
Number of Options, Options Granted | 3,947 | 50,000 | 8,000 |
Number of Options, Options Exercised | (1,000) | (8,000) | |
Number of Options, Options Forfeited/expired | (24,240) | (4,000) | (2,000) |
Number of Options, Outstanding, balance | 248,567 | 268,860 | 224,000 |
Number of Options, Options Exercisable | 209,847 | 203,000 | |
Options available for grants | 281,773 | 260,000 | |
Weighted Average Exercise Price, Outstanding balance | $ 15.40 | $ 10.85 | $ 10.30 |
Weighted Average Exercise Price, Options Granted | $ 28.05 | 35 | 21.75 |
Weighted Average Exercise Price, Options Exercised | 5 | 7.85 | |
Weighted Average Exercise Price, Options Forfeited/expired | $ 36.60 | 7.35 | 6.35 |
Weighted Average Exercise Price, Outstanding balance | 13.55 | 15.40 | $ 10.85 |
Weighted Average Exercise Price, Exercisable Balance | $ 11.30 | $ 10.85 | |
Weighted Avg. Remaining Contractual Life, Options Outstanding | 6 years 2 months 1 day | 6 years 6 months 11 days | |
Weighted Avg. Remaining Contractual Life, Options Exercisable | 6 years 6 months 7 days | 6 years 5 months 12 days | |
Aggregate Intrinsic Value, Options Outstanding | |||
Aggregate Intrinsic Value, Options Exercisable |
Stockholders' Equity - Schedu83
Stockholders' Equity - Schedule of Stock Options Activity (Vaporin Inc) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options, Outstanding, balance | 268,860 | 224,000 | 226,000 |
Number of Options, Granted | 3,947 | 50,000 | 8,000 |
Number of Options, Exercised | (1,000) | (8,000) | |
Number of Options, Forfeited | (24,240) | (4,000) | (2,000) |
Number of Options, Outstanding, balance | 248,567 | 268,860 | 224,000 |
Weighted Average Exercise Price, Outstanding balance | $ 15.40 | $ 10.85 | $ 10.30 |
Weighted Average Exercise Price, Granted | $ 28.05 | 35 | 21.75 |
Weighted Average Exercise Price, Exercised | 5 | 7.85 | |
Weighted Average Exercise Price, Forfeited | $ 36.60 | 7.35 | 6.35 |
Weighted Average Exercise Price, Outstanding balance | 13.55 | 15.40 | $ 10.85 |
Weighted Average Exercise Price, Exercisable Balance | $ 11.30 | $ 10.85 | |
Weighted Average Remaining Contractual Life (Years), End | 6 years 2 months 1 day | 6 years 6 months 11 days | |
Vaporin Inc [Member] | |||
Number of Options, Outstanding, balance | 11,000 | 6,000 | |
Number of Options, Granted | 17,650 | ||
Number of Options, Exercised | |||
Number of Options, Forfeited | |||
Number of Options, Cancelled | |||
Number of Options, Outstanding, balance | 11,000 | 6,000 | |
Number of Options, exercisable | 4,917 | ||
Number of Options, expected to vest | 4,583 | ||
Weighted Average Exercise Price, Outstanding balance | $ 12.80 | $ 20 | |
Weighted Average Exercise Price, Granted | $ 4.15 | ||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Cancelled | |||
Weighted Average Exercise Price, Outstanding balance | $ 12.80 | $ 20 | |
Weighted Average Exercise Price, Exercisable Balance | $ 19 | ||
Weighted Average Remaining Contractual Life (Years), Recapitalization on January 24, 2014 | 8 years 8 months 9 days | ||
Weighted Average Remaining Contractual Life (Years), Granted | 5 years | ||
Weighted Average Remaining Contractual Life (Years), End | 6 years 3 months 15 days | ||
Weighted average fair value of options granted during the nine months ended September 30, 2014 | 3 years 6 months 11 days |
Stockholders' Equity - Reconcil
Stockholders' Equity - Reconciliation of Numerator and Denominator for Calculation of Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net (loss) income - basic | $ (3,981,196) | $ (1,452,759) | $ (13,852,249) | $ 801,352 |
Weighted average number of common shares outstanding | 3,283,030 | 2,563,697 | ||
Basic (loss) earnings per common share | $ (4.22) | $ 0.31 | ||
Net (loss) earnings - diluted | $ (13,852,249) | $ 801,352 | ||
Basic weighted average number of common shares outstanding | 3,283,030 | 2,563,697 | ||
Common share equivalents of outstanding stock options | 69,886 | |||
Common share equivalents of convertible debt | ||||
Common share equivalents of outstanding warrants | 3,690 | |||
Diluted weighted average number of common shares outstanding | 3,283,030 | 2,637,273 | ||
Diluted (loss) earnings per common share | $ (4.22) | $ 0.30 | ||
Securities excluded from the weighted outstanding calculation because their inclusion would have been antidilutive: | 1,445,463 | 278,076 | ||
Warrant [Member] | ||||
Securities excluded from the weighted outstanding calculation because their inclusion would have been antidilutive: | 841,981 | 43,176 | 243,218 | 818 |
Convertible Debt Securities [Member] | ||||
Securities excluded from the weighted outstanding calculation because their inclusion would have been antidilutive: | 358,862 | 227,273 | ||
Stock Options [Member] | ||||
Securities excluded from the weighted outstanding calculation because their inclusion would have been antidilutive: | 244,620 | 234,900 | 268,860 | 1,287 |
Related Party Transactions (Vap
Related Party Transactions (Vaporin Inc) (Details Narrative) - 12 months ended Dec. 31, 2014 - Vaporin Inc [Member] - USD ($) | Total |
Percentage of purchare premium | 8.00% |
Consulting fees to related parties | $ 24,500 |
Credit payment net | $ 509,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation allowance | $ 5,695,446 | $ 0 |
Net operating loss carry forwards expiration date | expire beginning in 2032. | |
United State [Member] | ||
Net operating loss carryforwards | $ 12,214,479 | 251,269 |
Federal And State [Member] | ||
Net operating loss carryforwards | $ 12,812,444 | $ 1,526,482 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||
Federal | $ 337,016 | |||
State and local | 29,344 | |||
Utilization of net operating loss carryforward | (346,783) | |||
Current (benefit) provision | 19,577 | |||
Federal | $ (4,337,272) | 202,531 | ||
State and local | (463,060) | 34,178 | ||
Deferred (benefit) provision | $ (754,249) | (4,800,332) | 236,709 | |
Change in valuation allowance | 5,567,665 | (781,077) | ||
Deferred Tax Asset Net Durational | 767,333 | (544,368) | ||
Income tax provision (benefit) | $ (752,400) | $ 767,333 | $ (524,791) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Provision (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | (34.00%) | 34.00% |
State and local taxes net of federal benefit | (2.98%) | 3.63% |
Amortization of debt discount | 0.00% | 13.95% |
Debt conversion inducement | 0.00% | 40.76% |
Net operating loss tax adjustment | 0.00% | (9.65%) |
Other permanent differences | 0.29% | 3.00% |
Alternative minimum tax | 0.00% | 6.97% |
Change in valuation allowance | 42.55% | (282.42%) |
Income tax provision (benefit) | 5.86% | (189.76%) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,556,515 | $ 169,404 |
Stock-based compensation expense | 507,864 | 442,813 |
Alternative minimum tax credit carryforwards | 15,336 | 19,283 |
Reserves and allowances | 263,609 | 97,587 |
Inventory | 269,865 | 59,320 |
Accrued expenses and deferred income | 53,442 | $ 8,824 |
Severance | 27,555 | |
Charitable contributions | 1,260 | $ 1,317 |
Total current deferred tax assets | $ 5,695,446 | 798,548 |
Section 481 (a) adjustment | (24,450) | |
Property and equipment | (7,600) | |
Total deferred tax liabilities | (32,050) | |
Net current deferred tax assets | $ 5,695,446 | $ 766,498 |
Valuation allowance | $ (5,695,446) | |
Net deferred tax assets | $ 766,498 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Warrant Liability | $ 87,603 | |
Total derivative liabilities | $ 87,603 | |
Fair Value, Inputs, Level 1 [Member] | ||
Warrant Liability | ||
Total derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Warrant Liability | ||
Total derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Warrant Liability | $ 87,603 | |
Total derivative liabilities | $ 87,603 |
Fair Value Measurements - Sum91
Fair Value Measurements - Summary the Fair Value of Assumption of Warrant Liabilities (Details) - Mar. 31, 2015 - $ / shares | Total |
Fair Value Disclosures [Abstract] | |
Stock price | $ 5.20 |
Weighted average strike price | $ 1.20 |
Remaining contractual term (years) | 3 years 8 months 12 days |
Volatility | 124.00% |
Risk-free rate | 1.37% |
Dividend yield | 0.00% |
Fair Value Measurements - Sum92
Fair Value Measurements - Summary of Changes the Fair Value of Level 3 Financial Liabilities Measured Fair Value On Recurring Basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | ||||
Beginning balance | ||||
Fair value of warrant liabilities reissued in connection with the Merger | $ 49,638 | |||
Change in fair value of derivative liabilities | 37,965 | |||
Ending balance | $ 87,603 |
Commitments and Contingencies93
Commitments and Contingencies (Details Narrative) | Jun. 22, 2015USD ($) | Jul. 25, 2014USD ($) | Apr. 25, 2014USD ($) | Feb. 19, 2013USD ($) | Mar. 31, 2014USD ($) | Oct. 31, 2013USD ($)ft² | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($)Lease | Dec. 31, 2013USD ($) |
Selling, general and administrative expenses | $ 3,243,189 | $ 2,769,726 | $ 11,126,759 | $ 6,464,969 | ||||||
Accrued expenses | 1,419,241 | $ 975,112 | 420,363 | |||||||
Annual rental payments | 215,087 | 44,838 | ||||||||
Number of real estate leases | Lease | 9 | |||||||||
Number of new retail store | Lease | 1 | |||||||||
Rent expense | $ 307,110 | 162,498 | ||||||||
Payment to patent | 12,000 | |||||||||
Civil penalty per day | $ 2,500 | |||||||||
Vendor deposits | 298,320 | $ 319,563 | $ 782,363 | |||||||
Mr. Press [Member] | ||||||||||
Compensation and accrued vacation | $ 159,810 | |||||||||
Minimum [Member] | ||||||||||
Initial lease term | 1 year | |||||||||
Maximum [Member] | ||||||||||
Initial lease term | 5 years | |||||||||
Lease Agreement [Member] | ||||||||||
Lease agreement term | 24 months | 24 months | ||||||||
Lease expiration date | Apr. 30, 2013 | |||||||||
Lease extended month year | 2014-03 | |||||||||
Lease renewal options | 1 year | 1 year | ||||||||
Annual rental payments | $ 144,000 | $ 18,000 | $ 144,000 | |||||||
Area of square feet | ft² | 2,200 | |||||||||
Kevin Frija [Member] | ||||||||||
Base salary | $ 159,000 | |||||||||
Selling, general and administrative expenses | 167,003 | |||||||||
Salary paid | 89,925 | |||||||||
Accrued expenses | 77,028 | |||||||||
Employment Agreements [Member] | Mr. Jeffrey Holman [Member] | ||||||||||
Base salary | $ 182,000 | |||||||||
Employment agreement term | 2 years | |||||||||
Asset Purchase Agreement [Member] | International Vapor Group, Inc [Member] | ||||||||||
Secured promissory note | $ 500,000 | |||||||||
Notes, interest rate | 8.00% | |||||||||
Debt due date | 6 months | |||||||||
Interest income relating to loan receivable | 17,095 | |||||||||
Asset Purchase Agreement [Member] | International Vapor Group, Inc [Member] | January 12, 2015 [Member] | ||||||||||
Repayment of debt | 50,000 | |||||||||
Lease Agreement [Member] | ||||||||||
Annual rental payments current | 151,200 | 151,200 | 151,200 | |||||||
Annual rental payments two | 158,760 | 158,760 | 158,760 | |||||||
Annual rental payments three | $ 174,636 | $ 174,636 | $ 174,636 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments Under Non-cancelable Operating (Details) - Operating Leases [Member] - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
2,015 | $ 630,256 | $ 572,798 |
2,016 | 539,990 | 307,488 |
2,017 | 429,628 | 300,279 |
2,018 | 201,853 | 253,841 |
2,019 | 153,386 | 203,964 |
2,020 | 18,961 | |
Total | $ 1,974,074 | $ 1,638,370 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts receivable | $ 203,793 | $ 239,652 | $ 1,802,781 | |
Sales | $ 1,468,621 | $ 4,792,544 | $ 15,279,859 | $ 25,990,228 |
Accounts Receivable [Member] | ||||
Concentration customers | seven customers | one customer | ||
Accounts receivable | $ 268,768 | |||
Accounts Receivable [Member] | Maximum [Member] | ||||
Concentration risk percentage | 10.00% | 10.00% | ||
Accounts receivable | $ 177,200 | |||
Accounts Receivable [Member] | Minimum [Member] | ||||
Accounts receivable | $ 27,729 | |||
Sales Revenue, Net [Member] | ||||
Concentration customers | one other customer | No other customer | ||
Concentration risk percentage | 10.00% | |||
Sales | $ 1,536,050 | |||
Sales Revenue, Net [Member] | Canadian Distributor [Member] | ||||
Concentration country | Canada | |||
Sales | $ 2,912,525 | $ 3,847,310 | ||
Sales Revenue, Net [Member] | Maximum [Member] | ||||
Concentration risk percentage | 10.00% | |||
Sales Revenue, Net [Member] | Maximum [Member] | Canadian Distributor [Member] | ||||
Concentration risk percentage | 10.00% |
Subsequent Events (10K) (Detail
Subsequent Events (10K) (Details Narrative) - USD ($) | Mar. 04, 2015 | Mar. 03, 2015 | May. 19, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock price per share | 5.10 | |||||
Warrants exercisable price per share | $ 6.40 | |||||
Subsequent Event [Member] | ||||||
Common stock price per share | $ 1 | |||||
Subsequent Event [Member] | Nasdaq [Member] | ||||||
Percentage of conversion of note exceed | 19.99% | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||
Convertible notes | $ 350,000 | |||||
Debt instrument accrued interest rate | 12.00% | |||||
Notes payable, due date | Jan. 29, 2016 | |||||
Sale of common stock | $ 3,500,960 | |||||
Common stock par value | $ 0.001 | |||||
Common stock price per share | $ 5.10 | |||||
Issuance of warrant to purchases of common stock, shares | 547,026 | |||||
Warrants exercisable price per share | $ 6.40 | |||||
Percentage of purchase price | 1.50% | |||||
Cash payment | $ 52,500 |
Subsequent Events (10Q) (Detail
Subsequent Events (10Q) (Details Narrative) - USD ($) | Mar. 03, 2015 | Nov. 14, 2014 | Dec. 27, 2013 | Dec. 27, 2013 | Jun. 15, 2013 | Mar. 15, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | May. 19, 2015 | May. 07, 2015 | Dec. 31, 2013 |
Minimum bid price, per share | $ 5.10 | ||||||||||
Warrants exercisable price per share | $ 6.40 | ||||||||||
Number of common stock shares issued for consulting services | 4,000 | 4,000 | |||||||||
Common stock reverse stock split | 1-for-5 | ratio of 1-for-5 | |||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
July 7, 2015 [Member] | |||||||||||
Common stock reverse stock split | one-for-five reverse stock split | ||||||||||
Common stock, shares authorized | 150,000,000 | ||||||||||
July 8, 2015 [Member] | |||||||||||
Common stock reverse stock split | 1 for 5 reverse split | ||||||||||
2015 Agreement [Member] | Investors [Member] | |||||||||||
Common stock price per share | $ 2.70 | ||||||||||
Issuance of warrants | 595,685 | ||||||||||
Warrants term | 5 years | ||||||||||
Warrants exercisable price per share | $ 2.525 | ||||||||||
Number of common stock shares issued | 647,901 | ||||||||||
Number of additional common stock shares issued | 2,328,598 | ||||||||||
Percentage of shares issuance approved by shareholders | 19.90% | ||||||||||
2014 Agreement [Member] | Investors [Member] | |||||||||||
Number of common stock shares issued | 142,000 | ||||||||||
Number of additional common stock shares issued | 647,901 | ||||||||||
Subsequent Event [Member] | |||||||||||
Minimum bid price, per share | $ 1 | ||||||||||
Subsequent Event [Member] | December 22, 2015 [Member] | Chardan Capital Management, LLC [Member] | |||||||||||
Percentage of fees equal to proceeds from the sale of the Debentures | 10.00% | ||||||||||
Issuance of warrants | 70,000 | ||||||||||
Warrants term | 5 years | ||||||||||
Warrants exercisable price per share | $ 2.50 | ||||||||||
Number of warrants ageed to reduce the exercise price | 143,072 | ||||||||||
Warrants reduction exercise price per share | $ 2.50 | ||||||||||
Subsequent Event [Member] | December 22, 2015 [Member] | Chardan Capital Management, LLC [Member] | Minimum [Member] | |||||||||||
Warrants exercisable price per share | 2.01 | ||||||||||
Subsequent Event [Member] | December 22, 2015 [Member] | Chardan Capital Management, LLC [Member] | Maximum [Member] | |||||||||||
Warrants exercisable price per share | $ 2.41 | ||||||||||
Subsequent Event [Member] | June 16, 2015 [Member] | |||||||||||
Number of restricted common stock units issued | 292,191 | ||||||||||
Subsequent Event [Member] | May 27, 2015 [Member] | |||||||||||
Number of common stock shares issued for consulting services | 27,500 | ||||||||||
Subsequent Event [Member] | July 7, 2015 [Member] | |||||||||||
Common stock reverse stock split | one-for-five reverse stock split | ||||||||||
Common stock, shares authorized | 150,000,000 | ||||||||||
Subsequent Event [Member] | July 8, 2015 [Member] | |||||||||||
Common stock reverse stock split | 1 for 5 reverse split | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | June 25, 2015 [Member] | |||||||||||
Percentage of original issue discount | 5.00% | ||||||||||
Convertible debentures | $ 1,750,000 | ||||||||||
Proceeds from sale of Debentures | $ 1,466,250 | ||||||||||
Debt maturity date | Dec. 22, 2015 | ||||||||||
Debt interest rate | 10.00% | ||||||||||
Debt conversation price per share | $ 2.50 | ||||||||||
Debt payment terms | Principal and accrued interest on the Debentures are payable in three approximately equal installments on September 22, 2015, October 22, 2015 and December 22, 2015, at the election of the holders of the Debentures, | ||||||||||
Percentage of cash premium | 25.00% | ||||||||||
Common stock price per share | $ 2.50 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | December 22, 2015 [Member] | Redwood Management, LLC [Member] | |||||||||||
Percentage of purchase of securities offered | 100.00% | ||||||||||
Percentage of pay of principal and interest in outstanding | 130.00% | ||||||||||
Subsequent Event [Member] | Dawson James [Member] | |||||||||||
Proposed offering amount in Company's equity securities | $ 24,000,000 | ||||||||||
Percentage of underwriting discount | 8.00% | ||||||||||
Advance fee amount | $ 25,000 |
Subsequent Events (Vaporin Inc)
Subsequent Events (Vaporin Inc) (Details Narrative) - Vaporin Inc [Member] - USD ($) | Jan. 29, 2015 | Jan. 20, 2015 | Jan. 24, 2014 | Jan. 22, 2014 |
Convertible notes | $ 350,000 | |||
Notes conversion value of common stock | $ 5 | |||
Subsequent Event [Member] | ||||
Convertible notes | $ 350,000 | |||
Debt instrument accrued interest rate | 12.00% | |||
Notes payable, due date | Jan. 29, 2016 | |||
Notes issued to vapor corp | $ 350,000 | |||
Notes converedted into commpn stock percentage of clossing price due to default of borrower | 85.00% | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||
Convertible notes | $ 350,000 | |||
Debt instrument accrued interest rate | 12.00% | |||
Notes payable, due date | Jan. 20, 2016 | |||
Notes conversion discription | Assuming the merger between the Company and Vapor closes, the Notes will be convertible into Vapor common stock at the lower of (i) $1.08 or (ii) a 15% discount to a 20-trading day VWAP following the closing of the merger (subject to a maximum issuance of 525,000 shares). | |||
Number of shares issued upon conversion | 525,000 | |||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | ||||
Notes conversion value of common stock | $ 1.08 |
Reverse Stock Split (Details Na
Reverse Stock Split (Details Narrative) - shares | Dec. 27, 2013 | Dec. 27, 2013 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 |
Common stock reverse stock split | 1-for-5 | ratio of 1-for-5 | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 |
July 7, 2015 [Member] | |||||
Common stock reverse stock split | one-for-five reverse stock split | ||||
Common stock, shares authorized | 150,000,000 | ||||
July 8, 2015 [Member] | |||||
Common stock reverse stock split | 1 for 5 reverse split |