Current Report Filing (8-k)
12 April 2016 - 2:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 8, 2016
VAPOR CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36469
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84-1070932
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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3001 Griffin Road
Dania Beach, Florida 33312
(Address of Principal Executive Office)
(Zip Code)
(888) 766-5351
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(a) On April 8, 2016,
Greg Brauser, a member of the Board of Directors (the “Board”) and President of Vapor Corp. (the “Company”),
informed the Board of his decision to resign from the Board and as President, effective immediately. Mr. Brauser’s resignation
was not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
Mr. Brauser will become
a Consultant to the Board. Mr. Brauser entered into an Executive Services Consulting Agreement with the Company
dated as of April 11, 2016 (the “Consulting Agreement”), the term of which is two years. Under the
Consulting Agreement, Mr. Brauser will receive the following benefits in connection with consulting services that he will provide
to the Company beginning on April 11, 2016: (1) a consulting fee of $50,000 payable at the time the Consulting
Agreement is executed, and (2) thereafter monthly installments of $10,000 for 24 months. A copy of Consulting
Agreement is included as Exhibit 10.1 to this Form 8-K.
(b) On April 11, 2016, the
Board appointed Chris Santi, the Company’s Chief Operating Officer, to serve as the Company’s President, effective
as of April 11, 2016. A copy of a press release announcing Mr. Santi’s appointment is included as Exhibit 99.1
to this Form 8-K.
Item 8.01 Other Events
On April 11, 2016, the Company
issued a press release announcing that the Series A Warrant Standstill Agreements (the “Amended Standstill Agreements”)
had been amended and restated to permit the exercise of additional Series A Warrants. Pursuant to the terms of the Amended Standstill
Agreements, on any given trading day that a holder (each, a “Holder”) of the Series A Warrant wishes to exercise its
Series A Warrants, such Holder has agreed that it will not exercise its Series A Warrant into a number of shares of common stock
in excess of its pro rata percentage of, in the aggregate among all Holders, 100% of the highest daily composite trading volume
of the Company’s common stock for any of the three trading days immediately prior to exercise. If a Holder does not exercise
its pro rata portion on a given trading day, the unexercised amounts roll over and cumulate with subsequent trading days in the
same calendar week. More than 85% of the Series A Warrants are subject to the Amended Standstill Agreement. A copy of this press
release is included as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits.
Exhibit Number
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Description
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10.1
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Executive Services Consulting Agreement, by and between Gregory
Brauser and the Company, dated as of April 11, 2016
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99.1
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Press release, dated April 11, 2016, announcing the appointment of Christopher Santi as
new President of Vapor Corp.
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99.2
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Press release, dated April 11, 2016, regarding the Second Amended and Restated Series A
Warrant Standstill Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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VAPOR CORP.
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Date: April 11, 2016
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By:
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/s/ Jeffrey E. Holman
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Jeffrey E. Holman
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Chief Executive Officer
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EXHIBIT
INDEX
Exhibit Number
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Description
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10.1
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Executive Services Consulting Agreement, by and between Gregory Brauser
and the Company, dated as of April 11, 2016
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99.1
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Press release, dated April 11, 2016, announcing the appointment of Christopher Santi as
New President of Vapor Corp.
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99.2
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Press release, dated April 11, 2016, regarding the Second Amended and Restated Series A
Warrant Standstill Agreement
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