8-K

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): March 15, 2016

VAPOR CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36469	84-1070932
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3001 Griffin Road

Dania Beach, Florida 33312

(Address of Principal Executive Office) (Zip Code)

(888) 766-5351

(Registrant’s telephone number, including area code)

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:

¨  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 8.01 Other Events

On March 16, 2016, Vapor Corp. (the “Company”) issued a press release announcing that the Series A Warrant Standstill Agreements (the “Amended Standstill Agreements”) have been amended and restated to extend the exercise restriction on the Series A Warrants. Pursuant to the terms of the Amended Standstill Agreements, on any given trading day that a holder (each, a “Holder) of the Series A Warrant wishes to exercise its Series A Warrants, such Holder has agreed that it will not exercise its Series A Warrant into a number of shares of common stock in excess of its pro-rata percentage of, in the aggregate among all Holders, 50% of the daily average composite trading volume of the Company’s common stock for the three-trading day period immediately prior to exercise. If a Holder does not exercise its pro-rata portion of its Series A Warrants on a given trading day, the unexercised amounts will not roll over and cumulate with subsequent trading days. More than 85% of the Series A Warrants are subject to the Amended Standstill Agreement. A copy of this press release is included as Exhibit 99.1 to this Form 8-K.

On March 15, 2016, the Company issued a press release announcing that it will begin trading on the OTCQB Market at the opening of the markets on March 16, 2016 under its existing symbol, VPCOD. A copy of this press release is included as Exhibit 99.2 to this Form 8-K. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated March 16, 2016 regarding the Amended and Restated Series A Warrant Standstill Agreement
99.2	Press release dated March 15, 2016 regarding the commencement of trading on the OTCQB Market

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.

	VAPOR CORP.
Date: March 15, 2016	By:	/s/ Jeffrey E. Holman
		Jeffrey E. Holman
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated March 16, 2016 regarding the Amended and Restated Series A Warrant Standstill Agreement
99.2	Press release dated March 15, 2016 regarding the commencement of trading on the OTCQB Market

EX-99.1

Exhibit 99.1

a publicly traded company (VPCOD)

Investor Contacts:

Gina Hicks

Chief Financial Officer

Phone: 888-482-7671

ghicks@vpco.com

Vapor Corp. Enters Into Amended and Restated Standstill Agreements With Holders Of Its Series A Warrants

DANIA BEACH, Fla., March 16, 2016 /PRNewswire/ — Vapor Corp. (OTCQB: VPCOD) (the "Company"), a leading U.S.-based distributor and retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, announced today that the Series A Warrant Standstill Agreements (the “Amended Standstill Agreements”) have been amended and restated to extend the exercise restriction on the Series A Warrants. Pursuant to the terms of the Amended Standstill Agreements, on any given trading day that a holder (each, a “Holder) of the Series A Warrant wishes to exercise its Series A Warrants, such Holder has agreed that it will not exercise its Series A Warrant into a number of shares of common stock in excess of its pro-rata percentage of, in the aggregate among all Holders, 50% of the daily average composite trading volume of the Company’s common stock for the three trading day period immediately prior to exercise. If a Holder does not exercise its pro-rata portion on a given trading day, the unexercised amounts do not roll over and cumulate with subsequent trading days. More than 85% of the Series A Warrants are subject to the Amended Standstill Agreement.

About Vapor Corp.

Vapor Corp. is a U.S. based distributor and retailer of vaporizers, e-liquids and electronic cigarettes. It recently acquired the retail store chain "The Vale Store" as part of a merger with Vaporin, Inc. The Company's innovative technology enables users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide. Vapor Corp. has a streamlined supply chain, marketing strategies and wide distribution capabilities to deliver its products. The Company's brands include VaporX®, Krave®, Hookah Stix® and Vaporin™ and are distributed to retail stores throughout the U.S. and Canada. The Company sells direct to consumer via e-commerce and Company-owned brick-and-mortar retail locations operating under "The Vape Store" brand.

3001 Griffin Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax: 1.888.882.7095
www.vapor-corp.com

a publicly traded company (VPCOD)

Safe Harbor Statement

Safe Harbor Statements under the Private Securities Litigation Reform Act of 1995: The Material contained in this press release may include statements that are not historical facts and are considered "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Vapor Corp.'s current views about future events, financial performances, and project development. These "forward-looking" statements are identified by the use of terms and phrases such as "will," "believe," "expect," "plan," "anticipate," and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from Vapor's expectations. These risk factors include, but are not limited to, the risks and uncertainties identified by Vapor Corp. under the headings "Risk Factors" in its latest Annual Report on Form 10-K. These factors are elaborated upon and other factors may be disclosed from time to time in Vapor Corp.'s filings with the Securities and Exchange Commission. Vapor Corp. expressly does not undertake any duty to update forward-looking statements.

3001 Griffin Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax: 1.888.882.7095
www.vapor-corp.com

EX-99.2

Exhibit 99.2

a publicly traded company (VPCOD)

Investor Contacts:

Gina Hicks

Chief Financial Officer

Phone: 888-482-7671

ghicks@vpco.com

VAPOR CORP. TO BEGIN TRADING ON OTCQB

DANIA BEACH, Fla., March 15, 2016 — Vapor Corp. (OTCQB: VPCOD) (the "Company"), a leading U.S.-based distributor and retailer of vaporizers, e-liquids, e-cigarettes and e-hookahs, announced today that it will begin trading on the OTCQB Market at the opening of the markets on March 16, 2016 under its existing symbol, VPCOD. As a result, the Company will regain compliance with the “Equity Conditions” required to issue Company common stock to fulfill a cashless exercise pursuant to Section 1(d) of its Series A Warrants.

About Vapor Corp.

Vapor Corp. is a U.S. based distributor and retailer of vaporizers, e-liquids and electronic cigarettes. It recently acquired the retail store chain “The Vape Store” as part of a merger with Vaporin, Inc. The Company’s innovative technology enables users to inhale nicotine vapor without smoke, tar, ash or carbon monoxide. Vapor Corp. has a streamlined supply chain, marketing strategies and wide distribution capabilities to deliver its products. The Company’s brands include VaporX^®, Krave^®, Hookah Stix^® and Vaporin™ and are distributed to retail stores throughout the U.S. and Canada. The Company sells direct to consumer via e-commerce and Company-owned brick-and-mortar retail locations operating under “The Vape Store” brand.

Safe Harbor Statement

Safe Harbor Statements under the Private Securities Litigation Reform Act of 1995: The Material contained in this press release may include statements that are not historical facts and are considered “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Vapor Corp.’s current views about future events, financial performances, and project development. These “forward-looking” statements are identified by the use of terms and phrases such as “will,” “believe,” “expect,” “plan,” “anticipate,” and similar expressions identifying forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from Vapor’s expectations. These risk factors include, but are not limited to, the risks and uncertainties identified by Vapor Corp. under the headings “Risk Factors” in its latest Annual Report on Form 10-K. These factors are elaborated upon and other factors may be disclosed from time to time in Vapor Corp.’s filings with the Securities and Exchange Commission. Vapor Corp. expressly does not undertake any duty to update forward-looking statements.

SOURCE Vapor Corp.

3001 Griffin Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax: 1.888.882.7095
www.vapor-corp.com