$VAPE Files Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.On December 3, 2014, Vape Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Investor”) pursuant to which the Company agreed to sell, and the Investor agreed to purchase, an unsecured convertible promissory note (the “Note”) in the principal amount of $560,000.00 less an original issue discount (“OID”) of $50,000.00 and transaction expenses of $10,000.00 for a total purchase price of $500,000.00. The closing under the Securities Purchase Agreement occurred on December 3, 2014.

The Note bears interest at the rate of 10% per annum and is convertible into common stock of the Company at a conversion price per share of 70% of the average of the three (3) lowest Closing Sale Prices in the ten (10) Trading Days immediately preceding the applicable Conversion (subject to adjustment in the event of stock splits, stock dividends, and similar transactions, and in the event of subsequent sales of common stock at a lower purchase price (subject to certain exceptions))(the “Conversion Price”). In no event will the Conversion Price be less than $0.50 per share. Repayment of principal on the Note, together with accrued interest thereon, is due in twelve monthly installments, commencing six months from issuance. The Company may make such payments in cash (in which event the Company will pay a 25% premium) or, subject to certain conditions, in shares of common stock valued at the lower of the Conversion Price or 70% of the average of the three (3) lowest Closing Sale Prices in the ten (10) Trading Days immediately preceding the applicable payment date. The Maturity Date of the Note is seventeen months from the date of issuance. The Company paid a finder’s fee in the amount of $25,000.00 in connection with this transaction.

In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

The foregoing descriptions of the Securities Purchase Agreement and Note do not purport to be complete and are qualified in their entirety by reference to the full text of the documents, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. Certain capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Securities Purchase Agreement or Note.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.

Item 8.01 Other EventsIn connection with the foregoing, the Company filed a Form 8-A for registration of its common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). Effective as of the filing of the Form 8-A on December 2nd, the Company became a mandatory reporting company under Section 12(g) of the Exchange Act. The Company was previously not subject to the reporting requirements of the Exchange Act but remained a voluntary filer current in all reports required thereunder.

Item 9.01 Financial Statements and Exhibits.(d) Exhibits

Exhibit Number Description 10.1 Securities Purchase Agreement, dated December 3, 2014 10.2 Unsecured Convertible Promissory Note, dated December 3, 2014