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Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligati

Item 1.01 Entry into a Material Definitive Agreement

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 Company’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 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 Company’s or Vapor’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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 1.01 of this Current Report on Form 8-K is incorporated into and made a
part of this Item 2.03 by reference.

 

Item 3.02 Unregistered Sales of Equity SecuritiesItems 1.01 and 2.03 of this Current Report on Form 8-K are incorporated into and made a part of this Item 3.02 by reference. The Notes were issued and sold to certain “accredited investors” (as defined in Rule 501 of Regulation D) in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, and Rule 506(b) of Regulation D promulgated thereunder.

 

Item 9.01 Financial Statements and Exhibits.(d) Exhibits.

Exhibit No.   Exhibit

10.1          Securities Purchase Agreement

10.2          Form of Note



MAPH Enterprises, LLC | (305) 414-0128 | 1501 Venera Ave, Coral Gables, FL 33146 | new@marijuanastocks.com
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