0001213900-15-009037.txt : 20151123 0001213900-15-009037.hdr.sgml : 20151123 20151123170252 ACCESSION NUMBER: 0001213900-15-009037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151113 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20151123 DATE AS OF CHANGE: 20151123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vape Holdings, Inc. CENTRAL INDEX KEY: 0001455819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 900436540 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55328 FILM NUMBER: 151250333 BUSINESS ADDRESS: STREET 1: 21822 LASSEN ST. STREET 2: SUITE A CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 1-877-827-3959 MAIL ADDRESS: STREET 1: 21822 LASSEN ST. STREET 2: SUITE A CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLESTRING CORP DATE OF NAME CHANGE: 20090209 8-K 1 f8k111315_vapeholdings.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2015

VAPE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-163290	90-0436540
(State of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

21822 Lassen St., Suite A

Chatsworth, CA 91311

(Address of principal executive office)

1-877-827-3959

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 3.02 Unregistered Sales of Equity Securities.

Vape Holdings, Inc., a Delaware corporation (the “Company”), has issued the following shares of its common stock pursuant to conversions of convertible notes since the filing of a Current Report on Form 8-K filed on November 12, 2015:

On November 13, 2015, the Company issued 4,649,549 shares of its common stock pursuant to a conversion notice from a noteholder in the amount of $33,500.

On November 17, 2015, the Company issued 2,727,273 shares of its common stock pursuant to a conversion notice from a noteholder in the amount of $16,500.

On November 18, 2015, the Company issued 4,195,804 shares of its common stock pursuant to a conversion notice from a noteholder in the amount of $24,000.

On November 19, 2015, the Company issued 2,900,000 shares of its common stock pursuant to a conversion notice from a noteholder in the amount of $12,865.45.

The original issuance of the above convertible notes, and their subsequent amendment, were previously disclosed on our Current Report on Form 8-K dated December 8, 2014 and in our Quarterly Reports on Form 10-Q dated February 17, 2015 and August 14, 2015, respectively, which disclosures are incorporated by reference herein.

In making the above sales without registration, we relied upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

As of November 20, 2015, the total number of shares of shares outstanding of the Company’s common stock was 82,719,248.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VAPE HOLDINGS, INC.

Dated: November 23, 2015	By:	/s/ Kyle Tracey
		Kyle Tracey
		Duly Authorized Officer, Chief Executive Officer