Tags Posts tagged with "$VPCO"

$VPCO

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We wanted to share this press release with everyone since the #PotStock craze is in full swing, especially with the elections on Tuesday. VPRB has an interesting story because of one glaring factor. That factor being it recently acquired the entire asset base of Vapor Corp (VPCO) in August of this year. VPCO has/had annual revenues around $4,000,000, and also up-listed to the Nasdaq in 2014.

Unfortunately shortly before the up-listing the management team left the company it built up and Vapor Corp’s new team decided to make heavy investments into brick and mortar vape shops, which did not go well for them. As many companies put into a bind have done, they took on very bad toxic debt. Despite the fact that the business was still generating revenue, the publicly traded stock never recovered and it became an acquisition target. 

So here’s why this is interesting: The person that built this company before its epic fall is the CEO of VPRB. The company has zero toxic debt, is tightly held and clearly knows the business. This is a story that we’ve been following and we encourage everyone to read the shareholder update we’ve been waiting for. 

FT LAUDERDALE, FL / ACCESSWIRE / November 3, 2016 / VPR Brands, LP (VPRB) on behalf of the company, I am pleased to give our shareholders a 90-day corporate update regarding the recent acquisition of the wholesale operations and assets of Vapor Corp (VPCO). We are excited to inform our shareholders that the transition of our management and business operations are proceeding on schedule. The Companys wholesale division, along with current product lines have never stopped generating revenue since we took over. The transition has been seamless and this is partly due to the fact that we kept many of the former employees and sales associates on board, while strategically lowering costs by eliminating corporate redundancies and creating a business culture that is efficient and fiscally responsible.

On the corporate side, it is important to note that VPRB has no toxic debt. The company has a very low float of 2,343,816 and is widely held by insiders and management. Under my previous management we were able to uplist Vapor Corp from pink sheets all the way to the Nasdaq in 2014 just prior to my departure. Our management is again focused on building shareholder value while increasing sales and profit margins on our product lines.

The current brands under management are:

HoneyStick brand (vapehoneystick.com) a premium open tank mod specifically designed and intended to be used for essential oils and which is becoming popular in medical and recreational marijuana legal states.

Vaporin brand (vaporin.com) is a high quality entry-level range of product sold nationwide in smoke shops, convenience stores and gas stations.

VaporX brand (iVaporX.com) a premium mod and open tank system program for the experienced Vape customer all for under $100 and available at retail in custom display.

Hookah Stix brand Hookah flavor inspired cigalikes (which are electronic cigarettes designed to look as much as a tobacco cigarette as possible).

Helium brand (vapehelium.com) the very first eliquid to be sold chilled to stay fresh in its unique customer counter top display chiller.

With regards to the legal Medical and Recreational cannabis markets we have heavy market penetration in California, Colorado, Oregon, Connecticut, and Minnesota as well as service and have accounts in Washington, Nevada, Michigan, New Mexico, Alaska, , Vermont‎, and Illinois.

Our products are sold in dispensaries with both private label and our flagship Honeystick brand. The Company has aligned with key partners in the states whether on the extraction or distribution side to service dispensaries within each market. We will be providing further updates on these partnerships, but expect our Co-branded items to be rolled into the market in Q4 2016.

As stated previously we are fully operational at the original Vapor Corp offices and warehouse‎ located at 3001 Griffin Rd, in Ft Lauderdale FL and have even negotiated a reduction in our monthly facility rent by 30% per month. The core team employed in the wholesale operation of Vapor Corp. have been integrated into VPR Brands, LP (VPRB) assuming similar roles in sales and logistics. This is important as it will preserve continuity in the business allowing for the preservation of current customer relationships. Additional continuity is being preserved because all the brands, trademarks, websites and customer accounts were also transferred over to VPR Brands. Integration has been going smoothly and the wholesale and distributor accounts are pleased to have original Vapor Corp management back‎ at the helm.

Vapor Corp name recognition, existing relationships with both suppliers and customers since 2008 is one of the longest running in the industry and is invaluable to VPR Brands, LP (VPRB). Vapor Corp has previously sold to over 25 of the countrys largest distributors and retail chain store customer and has existing vendor # ‘s with these accounts. It is our goal to reignite our business relationships with all the previous customers who helped make our products the most widely recognized in the industry. Under my previous management (of Vapor corp) sales peaked close to $25 million in 2014.

Although Vapor Corp was once among the strongest in the industry, previously reported revenues for their wholesale business dropped from a reported$1,889,777 in the first quarter of 2016 by approximately $520,000 to a reported $1,369,415 for the 2nd quarter ending Jul 31, 2016. Considering the acquisition of the Vapor Corp wholesale business occurred at the end of July 2016, VPR Brands will report only two months of acquired wholesale business in this coming 3rd quarter 2016. Prior to the acquisition, VPR Brands previously reported $61,526 in revenue for the 2nd quarter related to sales of its Helium brand e-liquid.

The timing of the acquisition of Vapor Corps wholesale business was also very important. Within the E-cigarette and vapor industry significant upheaval is occurring due to a change in regulatory treatment by the FDA of these products. The government had set August 8, 2016 as the cutoff date of any new product from being introduced at retail in the U.S. without first receiving premarket approval from the FDA. It is expected this provision will allow for products that were currently available prior to August 8, 2016 to remain in the marketplace likely through 2019. Considering that no new products are being allowed to come into the marketplace, current wholesalers, such as VPR Brands, are especially well-positioned to provide product to retailers and consumers via online assets.

There is a massive shift occurring in the market for electronic cigarettes and other related products. Where several years ago the major use of electronic cigarettes was as a replacement for traditional cigarettes, the prevalence of using electronic cigarette technologies for the consumption of cannabis is quickly sweeping the marketplace. Whether for traditional tobacco product use or as a delivery mechanism for either medical or recreational cannabis usage, there is simply no debate about the sheer size of this market and the growth the market has experienced. We are positioned to be a large part of this industry.

Sincerely,

Kevin Frija CEO
VPR Brands, LP.

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Vapor Corp. Continues Expansion with Additional Retail Vape Store Acquisition

DANIA BEACH, Fla., Sept. 9, 2015 /PRNewswire/ — Vapor Corp. (NASDAQ CM: VPCO, VPCOU) (the “Company”), a leading U.S.-based distributor and retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, announced today the successful completion of its acquisition of an established retail vape store, which is the third vape store acquired following the Company’s recent public offering. Located in Fort Myers, Fla., this represents the 15th “The Vape Store” location. Terms of the transaction were not disclosed.

The acquisition of the 15th store, coupled with the Company’s recently announced acquisition of two additional retail vape stores in Gainesville, Fla., are centerpieces in Vapor Corp.’s aggressive retail expansion strategy. As a leading vaporizer / e-cigarette company – and currently the only pure-play company in the $3.5 billion vaping industry that’s listed on a major stock exchange – Vapor Corp. plans to increase the number of Company-owned retail stores to between 30 and 40 locations through the end of 2015.

“Just one month after completing a $41.4 million capital raise, Vapor Corp. has begun to successfully execute against its acquisition program, further establishing itself in the growing Florida vape market. We are excited to add the Vapor Corp. banner to this new location and capitalize on the store’s profitability and loyal customer base. These acquisitions are just the beginning, as we plan to open and acquire additional stores in surrounding areas, further strengthening the Vapor Corp. brand and accommodating the needs of local vaping communities,” said Jeff Holman, Vapor Corp.’s CEO.

Mr. Holman continued, “Our national acquisition program reflects Vapor Corp.’s ambition to become a major force in the retail vaping industry. With a robust and growing pipeline of precise acquisition targets throughout the United States, our strategy is to build a brand that will become the go-to resource for consistency and quality products. Our stores serve as a social meeting place where both novice and experienced customers can learn about the latest in vaping, as well as sample and purchase their favorite products.”

About Vapor Corp.
Vapor Corp., a NASDAQ company, is a U.S. based distributor and retailer of vaporizers, e-liquids and electronic cigarettes. It recently acquired the retail store chain “The Vape Store” as part of a merger with Vaporin, Inc. The Company’s innovative technology enables users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide. Vapor Corp. has a streamlined supply chain, marketing strategies and wide distribution capabilities to deliver its products. The Company’s brands include VaporX®, Krave®, Hookah Stix® and Vaporin™ and are distributed to retail stores throughout the U.S. and Canada. The Company sells direct to consumer via e-commerce and Company-owned brick-and-mortar retail locations operating under “The Vape Store” brand.

Safe Harbor Statement
This press release includes forward-looking statements including statements regarding the Company’s acquisition plans, the expected number of company-owned stores and the 2015 estimate of the vape store market. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. The results anticipated by any or all of these forward-looking statements might not occur. Important factors that could cause actual results to differ from those in the forward-looking statements include contractual issues that may affect future acquisitions, a shift in consumer preferences and future federal and/or state regulation regarding vaporizers and tobacco alternatives. Further information on our risk factors is contained in our filings with the SEC, including the Prospectus dated July 23, 2015. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

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Form 8-K for VAPOR CORP.


28-Jan-2015

Termination of a Material Definitive Agreement, Change in Directors or Principal Offi

Item 1.02 Termination of a Material Definitive AgreementOn January 24, 2015, Vapor Corp. (the “Registrant”) and Knight Global Services, LLC (“Knight Global”) mutually agreed to terminate that certain consulting agreement entered into between the parties on February 3, 2014. Knight Global is an affiliate of Ryan Kavanaugh, a director of the Registrant.

The Registrant and Knight Global mutually agreed to terminate the Consulting Agreement based on the determination that it was in the best interests of both parties to do so. As a result of such termination, the Registrant will issue 50,000 shares of its common stock to Knight Global pursuant to the early termination provisions of the Consulting Agreement.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.(b)

On January 24, 2015, the Registrant received notice from Ryan Kavanaugh, a director of the Registrant, that he has resigned from the Registrant’s board of directors, effective immediately.

 

 

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive AgreementOn January 20, 2015, Vapor Corp. (“Vapor”) and Vaporin, Inc. (“Vaporin”) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with certain accredited investors providing for the sale of $350,000 of Vaporin’s 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 Vapor and Vaporin (the “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 Vapor’s or Vaporin’s stock. Investors were provided with standard piggyback registration rights, which are conditioned on the Merger closing.

The Securities Purchase Agreement and a form of the Note are filed as exhibits under Item 9.01 and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.(d) Exhibits

Exhibit No.    Exhibit

10.1           Securities Purchase Agreement
10.2           Form of Note

 

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Form 8-K for VAPOR CORP.

26-Jan-2015

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive AgreementOn January 20, 2015, Vapor Corp. (“Vapor”) and Vaporin, Inc. (“Vaporin”) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with certain accredited investors providing for the sale of $350,000 of Vaporin’s 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 Vapor and Vaporin (the “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 Vapor’s or Vaporin’s stock. Investors were provided with standard piggyback registration rights, which are conditioned on the Merger closing.

The Securities Purchase Agreement and a form of the Note are filed as exhibits under Item 9.01 and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.(d) Exhibits

Exhibit No.    Exhibit

10.1           Securities Purchase Agreement
10.2           Form of Note

 

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Vapor Corp. Announces Execution of a Term Sheet to Merge with Vaporin, Inc. and Releases Certain Preliminary Third Quarter Financial Results

DANIA BEACH, Fla., — Vapor Corp. (VPCO) (“Vapor” or the “Company“), a U.S.-based vaporizer and electronic cigarette company, announced today, that it has executed a binding term sheet (“Term Sheet“) to enter into a merger with Vaporin, Inc. (VAPO) (“Vaporin“), a company whose primary focus is in vaporizers and eliquids.

The Term Sheet contemplates a proposed merger with Vaporin to be structured as a merger of equals with Vapor as the surviving party in the transaction. As consideration for the merger, the Term Sheet provides that the stockholders of Vaporin would be entitled to receive the number of shares of the Company’s common stock such that the former Vaporin stockholders would collectively own 45.0% of the issued and outstanding shares of common stock of the combined company following consummation of the merger, subject to any adjustments to the exchange ratio which would be necessary to permit the respective financial advisers of both the Company and Vaporin to make the determination that the merger consideration is fair from a financial perspective.

The Term Sheet further contemplates, in connection with the proposed merger, a series of financing transactions.  The first financing is expected to consist of a bridge loan where Michael Brauser and Barry Honig (the “Investors“) or their affiliates will purchase $1.0 million in senior secured convertible notes and warrants to purchase shares of the Company’s common stock.  The Investors are shareholders of Vaporin.  Pursuant to the Term Sheet, a second equity financing of $3.5 million is expected to close contingent on the closing of the merger with Vaporin.  The Term Sheet also contemplates that the Company may receive up to a total of $25.0 million in additional equity investments subject to financial covenants and performance-based metrics still to be negotiated and documented in the final definitive agreements.

The Company believes the potential financings, if consummated, would allow the Company to continue to execute its strategy to attempt to capture an increased share of the rapidly expanding vaporizer market.

By signing the Term Sheet, the parties have agreed to negotiate in good faith and to execute definitive agreements as soon as possible, but in any event prior to December 21, 2014, and to otherwise use best efforts to consummate the transactions contemplated by the Term Sheet on an expedited basis.  The parties are currently in the process of negotiating such definitive agreements, which are subject to approval of each party’s board of directors.  The proposed merger and financings remain subject to receipt of fairness opinions, due diligence, stockholder votes, and other customary closing conditions.

Financial Results

The Company will release its financial results for the third quarter and nine months of 2014 after the market closes on Friday, November 14, 2014. Highlights will include six (6) new retail kiosk locations opened in major U.S. shopping malls, since November 1, 2014, and reported net sales of $2,673,926 and $13,547,792 for the three and nine months ended September 30, 2014, respectively, which represent decreases of 58.3% and 28.5%, respectively compared to the prior year periods.  The decrease in sales is primarily attributable to decreased sales of the Company’s television direct marketing campaign for the Company’s Alternacig® and VaporX® branded campaigns, decreases in sales from our on-line stores, distributor inventory build leveling off in 2014 and continued pipeline load in the e-cigarette category in 2013, and the increasing prevalence of vaporizers, tanks and open system vapor products that are marginalizing the e-cigarette category. Sales were also negatively impacted by new national competitors’ launches of their own branded products during 2014.  The Company expects to report net losses of $4.8 million and $7.3 million for the three and nine months ended September 30, 2014, respectively, compared to net income of $0.3 million and $0.3 million for the three and nine months ended September 30, 2013, respectively.

About Vapor Corp.  Vapor Corp., a NASDAQ listed company, is a U.S. based vaporizer and electronic cigarette company, whose brands include emagine vapor, Krave®, VaporX®, Hookah Stix®, Alternacig® and Fifty-One®. We also design and develop private label brands for some of our distribution customers. “Electronic cigarettes” or “e-cigarettes,” and “Vaporizers,” are battery-powered products that enable users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide. Vapor’s electronic cigarettes, vaporizers and accessories are available online, through our company owned stores under the emagine vapor brand, through direct response to our television advertisements and through retail locations throughout the United States. For more information on Vapor Corp. and its e-cigarette and vaporizer brands, please visit us at www.vapor-corp.com.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed merger and proposed financing.  Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions.  These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms.  Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to enter into a definitive merger agreement; failure to enter into a potential financing transaction, reaction to the proposed merger of Vapor’s customers and employees; the diversion of management’s time on issues relating to the merger; the inability to realize expected cost savings and synergies from the merger of Vapor with Vaporin in the amounts or in the timeframe anticipated; Vapor’s operations and its ability to successfully execute its current business strategy changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; changes in the stock price of Vapor or Vaporin prior to closing; material adverse changes in Vaporin’s or Vapor’s operations or earnings; the inability to retain Vapor’s customers and employees; or a decline in the economy, as well as the risk factors set forth in Vapor Form 10-K (and as supplemented by Item 1.A. in Vapor’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014) and the Vaporin Form 10-K. Neither Vapor nor Vaporin assumes any obligation for updating any such forward-looking statement at any time.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  In connection with the proposed merger and upon the execution of a definitive merger agreement, Vapor intends to file a Registration Statement on Form S-4 that will include a joint proxy statement of Vapor and Vaporin and a prospectus of Vapor with the Securities and Exchange Commission (the “Commission“).  Both Vapor and Vaporin may file other documents with the Commission regarding the proposed transaction. If a definitive merger agreement is executed by the parties, a definitive joint proxy statement will be mailed to the stockholders of Vapor and Vaporin. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents containing information about Vapor and Vaporin at the Commission’s website at www.sec.gov.  These documents may be accessed and downloaded for free at Vapor’s website at www.vapor-corp.com or by directing a request to Harlan Press, Chief Financial Officer, Vapor Corp., at 3001 Griffin Road, Dania Beach, Florida 33312, telephone (888) 766-5351 or at www.vaporin.com or by directing a request to Jim Martin, Chief Financial Officer, Vaporin, Inc. at 4400 Biscayne Boulevard, Miami, Florida 33137, telephone (305) 576-9298.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of Vapor or Vaporin.  However, Vapor and Vaporin and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Vapor’s and Vaporin’s stockholders in respect of the proposed merger.  Information regarding the directors and executive officers of Vapor may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Registrant Form 10-K“), which was filed with the Commission on February 26, 2014, and its Current Report on Form 8-K dated April 25, 2014 , as filed with the Commission on April 28, 2014, both of which Reports can be obtained free of charge from Vapor’s website.  Information regarding the directors and executive officers of Vaporin may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Vaporin Form 10-K“), which was filed with the Commission on March 27, 2014 and can be obtained free of charge from Vaporin’s website.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the Commission when they become available.

 

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Vaporin Announces Proposed Merger With Vapor Corp.

Enters Into Binding Term Sheet

MIAMI, FL–(Marketwired – Nov 6, 2014) – Vaporin, Inc. (OTCQB: VAPO) (“Vaporin”), a distributor and marketer of vaporizers and e-liquids products, announced today that it has executed a binding term sheet (the “Term Sheet”) to enter into a merger with Vapor Corp. (NASDAQ: VPCO) (“Vapor”), a U.S.-based vaporizer and electronic cigarette company.

As contemplated in the Term Sheet, NASDAQ listed Vapor will be the surviving entity of the merger and Vaporin stockholders would collectively own 45.0% of the issued and outstanding capital stock of the combined company. The transaction is subject to approval by Vaporin and Vapor stockholders, execution of a definitive Merger Agreement, and other customary closing conditions. Any further announcement in connection with the merger will be made when appropriate.

Greg Brauser, Chief Operating Officer of Vaporin, commented: “We are excited to combine Vaporin’s streamlined supply chain, marketing strategies, and innovative product lines with Vapor Corp’s wide distribution capabilities. Leveraging the combined synergies of our two companies will allow us to more rapidly and efficiently capture market share in an expanding market. This merger presents a prime consolidation opportunity for us to continue down the path of aggressive expansion aligned with market demand.”

About Vaporin, Inc.
Vaporin is a distributor and marketer of vaporizers and e-liquids products. The Company focuses on a multi-pronged revenue model comprised of convenience store sales, online retail continuity programs, vending machines, and the acquisition and opening of brick and mortar retail stores. Vaporin’s innovative technology offers the taste of traditional cigarettes without any tar, tobacco, smoke and odor. As an alternative to traditional cigarettes, the unique Vaping Pens product line and Made-In-USA E-Liquid is what makes Vaporin one of the emerging brands in the market. Vaporin is not just an alternative to traditional smoking, but a lifestyle. For more information please visit, www.vaporin.com.

Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements including statements relating to the closing of the Merger and capturing market share following the Merger. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Vaporin to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include any issues which may affect the required regulatory approvals issues which may affect the integration of the two companies, and the future operating results of each company. Certain of these factors and risks, as well as other risks and uncertainties are stated in Vaporins’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and in Vaporin’s subsequent filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this press release, and Vaporin assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

Additional Information and Where to Find It.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger and upon the execution of a definitive merger agreement, Vapor intends to file a Registration Statement on Form S-4 that will include a joint proxy statement of Vapor and Vaporin and a prospectus of Vapor with the Securities and Exchange Commission (the “Commission”). Both Vapor and Vaporin may file other documents with the Commission regarding the proposed transaction. If a definitive merger agreement is executed by the parties, a definitive joint proxy statement will be mailed to the stockholders of Vapor and Vaporin. Investors and security holders are advised to read the joint proxy statement/prospectus when it becomes available, and any other relevant documents filed with the commission, as well as any amendments or supplements to the documents, because they will contain important information. Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents containing information about Vapor and Vaporin at the Commission’s website at www.sec.gov. These documents may be accessed and downloaded for free at Vapor’s website at http://www.vapor-corp.com or by directing a request to Harlan Press, Chief Financial Officer, Vapor Corp., at 3001 Griffin Road, Dania Beach, Florida 33312, telephone (888) 766-5351 or at www.vaporin.com or by directing a request to Jim Martin, Chief Financial Officer, Vaporin, Inc. at 4400 Biscayne Boulevard, Miami, Florida 33137, telephone (305) 576-9298.

Participants in the Solicitation.

This communication is not a solicitation of a proxy from any security holder of Vapor or Vaporin. However, Vapor and Vaporin and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from Vapor’s and Vaporin’s stockholders in respect of the proposed merger. Information regarding the directors and executive officers of Vapor may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Registrant Form 10-K”), which was filed with the Commission on February 26, 2014 and its Current Report on Form 8-K dated April 25, 2014, as filed with the Commission on April 28, 2014, both of which can be obtained free of charge from Vapor’s website. Information regarding the directors and executive officers of Vaporin may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Vaporin Form 10-K”), which was filed with the Commission on March 27, 2014 and can be obtained free of charge from Vaporin’s website. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the Commission when they become available.

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