$VHUB Form 8-K

Item 3.02 Unregistered Sales of Equity SecuritiesOn June 30, 2015, Vapor Hub International Inc. (the “Company”) converted $614,341, representing the entire principal amount of each of the following promissory notes (collectively, the “Notes”) and all accrued interest thereon into an aggregate of 4,095,605 shares of the Company’s common stock, par value $0.001 per share (the “Conversion Shares”):

(i)that certain convertible promissory note issued to Gotama Capital S.A. (“Gotama”) on March 14, 2014 in the principal amount of $185,000;

(ii)that certain convertible promissory note issued to Gotama on April 10, 2014 in the principal amount of $200,000; and

(iii)that certain convertible promissory note issued to Gotama on May 19, 2014 in the original principal amount of $175,000.

Pursuant to the terms of the Notes, at the Company’s election, the principal amount of each of the Notes and all accrued interest thereon was converted into Conversion Shares at a price of $0.15 per share.

The Company issued the Conversion Shares to Gotama, a non-US Person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.

Item 8.01 Other EventsOn November 4, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Typenex Co-Investment, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company concurrently issued to the Investor a Secured Convertible Promissory Note in a principal amount of $1,687,500 (the “Company Note”). In consideration for the Company Note, Investor paid an aggregate purchase price of $1,600,000 (the “Purchase Price”), consisting of an initial cash purchase price of $200,000 and the issuance to the Company of ten promissory notes, the first two promissory notes in a principal amount of $100,000 each and the remaining eight promissory notes in a principal amount of $150,000 (each an “Investor Note” and collectively, the “Investor Notes”). On January 16, 2015, upon the mutual agreement of the parties, the Investor paid to the Company the sum of $102,028 as a prepayment of all of its obligations owed to the Company under the first Investor Note in the original principal amount of $100,000. On June 30, 2015, pursuant to the terms of the Company Note, the Company elected to deduct and offset the principal amount of $1,300,000 and all accrued interest thereon owing by the Investor under the remaining nine Investor Notes from the amount owed by the Company under the Company Note, leaving an outstanding balance of approximately $260,000 under the Company Note as of June 30, 2015.