Attached files
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| EX-10.1 - SETTLEMENT AGREEMENT - Vape Holdings, Inc. | f8k042414ex10i_vapeholdings.htm |
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 24, 2014
VAPE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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333-163290
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90-0436540
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(State of other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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20265 Ventura Boulevard, Suite A
Woodland Hills, CA 91364
(Address of principal executive office)
1-877-827-3959
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 24, 2014, Vape Holdings, Inc. (the “Company”), a Delaware corporation, entered into a settlement agreement with a holder of warrants issued by the Company in May 2011. The settlement agreement relates to claims that the holder has alleged against the Company regarding the assertion that the price at which it exercised its warrants should have been adjusted as a result of certain equity issuances made by the Company during 2013 and thereafter.
Not included in this settlement is other holders of warrants issued by the Company similarly situated to the settling holder who may make substantially similar claims and allegations. The Company estimates that the number of shares of common stock such holders of warrants could demand would be approximately 2 million. The total number of shares of common stock of the Company currently outstanding is in excess of 8 million.
Pursuant to the settlement agreement, we agreed to issue an aggregate of 481,569 shares of the Company’s common stock to the settling holder upon partial exercise of its warrants pursuant to exercise notices previously submitted by it. An additional 100 Warrant Shares remain outstanding and may be exercised by the settling holder in the future at its election.
The Company and the settling holder provided mutual general releases.
The settlement agreement also provides for certain selling restrictions on the settling holder. The settling holder agreed with the Company that (i) on any trading day on which the aggregate dollar volume of the common stock on the principal exchange on which the common stock of the company is then traded is less than $1,000,000, the holder shall not sell a number of warrant shares that exceeds 15% of the daily trading volume of the common stock on such trading day as measured on the principal exchange on which such common stock is then traded and (ii) on any trading day on which the aggregate dollar volume of the common stock on the principal exchange on which the common stock of the company is then traded is greater than or equal to $1,000,000, the holder shall not sell a number of warrant shares that exceeds 20% of the daily trading volume of the common stock on such trading day as measured on the principal exchange on which such common stock is then traded.
In addition, the settlement agreement contains what is commonly referred to as “most favored nation” provisions whereby the settling holder is entitled to the benefit of more favorable terms if any future agreements are entered into with similar warrant holders on more favorable terms.
Attached as Exhibit 10.1 herewith is the Settlement Agreement, dated April 24, 2014, by and between the Company and Sphinx Trading, LP.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 in this current report on Form 8-K is incorporated herein by reference into this Item 3.02. In connection with the foregoing issuance of shares upon exercise of the warrants, the Company relied on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement, dated April 24, 2014, by and between the Company and Sphinx Trading, LP. |
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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VAPE HOLDINGS, INC.
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Dated: April 24, 2014
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By:
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/s/ Kyle Tracey
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Kyle Tracey
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Duly Authorized Officer, Chief Executive Officer
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