$VAPO Form 8-K

Item 1.01 Entry into a Material Definitive AgreementOn January 29, 2015, Vaporin, Inc. (the “Company”) was issued a $350,000 note by Vapor Corp. (“Borrower”) in consideration for a loan of $350,000. The note accrues interest on the outstanding principal at an annual rate of 12%. The principal and accrued interest on the note is due and payable on January 29, 2016 (the “Maturity Date”). If the merger between the Company and the Borrower (“Merger”) does not close by May 31, 2015 (the “End Date”), the Maturity Date will accelerate and become due June 1, 2015. Additionally, if the Merger does not close by the End Date or in the event of a default by the Borrower, the note will be convertible into the Borrower’s common stock at 85% of the Borrower’s closing price on May 29, 2015. If the merger closes prior to the End Date, the note shall not be convertible. The note shall not be convertible until such time as the Nasdaq Stock Market (“Nasdaq”) approves the issuance of the shares underlying the note.

By February 28, 2015, the Borrower is required to submit a Listing of Additional Shares notification form with Nasdaq and take other actions required by Nasdaq in order to receive approval of the issuance of the shares underlying the note. Additionally, if required by Nasdaq, the Borrower shall use its best efforts to receive shareholder approval of the issuance of shares underlying the note prior to the End Date. The number of shares convertible under the note is limited to 19.99% of the Borrower’s common stock.