VAPE HOLDINGS, INC. (OTCMKTS:VAPE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
In the end of October and beginning of November 2016, the Board
of Directors (the Board) of Vape Holdings, Inc., a Delaware
corporation (the Company), closed the transactions described
below with Typenex Co-Investment, LLC (Typenex) and GHS
Investments, LLC (GHS).
Securities Purchase Agreement with Typenex
Co-Investment, LLC
On November 1, 2016, the Company closed a Securities Purchase
Agreement (the Typenex Agreement) with Typenex. All capitalized
terms used herein, if not otherwise defined, will be as defined
in the Typenex Agreement, attached hereto as Exhibit 10.1.
to the Typenex Agreement, Typenex purchased a Convertible
Promissory Note from the Company in the original principal amount
of up to $1,413,000.00 (the Typenex Note), at an interest rate of
ten percent (10%) per annum. The Typenex Note is attached hereto
as Exhibit 10.2. The Typenex Note is unsecured. The principal of
the Typenex Note included an original issue discount of $128,000
and a transaction fee of $5,000.
The investment from Typenex is scheduled to occur in a series of
sixteen (16) tranches, represented each by a separate Secured
Investor Promissory Note (the Tranche Notes) in varying amounts
as more particularly described in Exhibit 10.1 hereto. The first
Tranche Note of $40,000 is memorialized in Secured Promissory
Note #1 attached hereto as Exhibit 10.3, the funding of which
occurred on or immediately after the execution of the Typenex
Agreement. Each Tranche Note will be in a form identical in
substance to Exhibit 10.3, however, each shall be different in
amount.
Each Tranche Note, or any part of it, is convertible into fully
paid and non-assessable $0.00001 par value common stock of the
Company. The Conversion Price is as described in the Typenex
Agreement and is based on at least a 45% discount to the trading
price of the Companys common stock.
As a part of the Typenex Agreement, the Company agreed to use its
best efforts to cause its authorized but unissued stock to be
increased in order for the Company to create a reserve sufficient
to meet its conversion obligations under the Typenex Note.
There is no guarantee that Typenex will fund the remainder of the
Typenex Note and in fact it is within Typenexs sole and absolute
discretion whether it ultimately funds Tranche Notes #2- #12.
However, in order to secure Typenexs performance of its
obligations under the Typenex Note, as well as any subsequent
Tranche Notes, Typenex agreed to pledge a 40% membership interest
in Typenex Medical, LLC, an Illinois limited liability company.
The aforementioned pledge is memorialized in the Membership
Pledge Agreement attached hereto as Exhibit 10.4. Should Typenex
decide it wont fund the remainder of the Tranche Notes, the
Companys operating results will suffer and its ability to remain
a going concern will be jeopardized.
Securities Purchase Agreement with GHS Investments,
LLC
On October 28, 2016, the Company closed a Securities Purchase
Agreement (the GHS Purchase Agreement) with GHS. The GHS Purchase
Agreement is attached hereto as Exhibit 10.5 and incorporated
herein by this reference.
to the GHS Purchase Agreement, GHS agreed to purchase and the
Company agreed to sell up to $1,105,000.00 of convertible
securities, in the form of a Convertible Promissory Note (the GHS
Note), at an interest rate of ten percent (10%) per annum. The
GHS Note is attached hereto as Exhibit 10.6 and is incorporated
herein by this reference. The GHS Note included a ten percent
(10%) original issuance discount (i.e., $100,000.00) and a $5,000
initial transaction fee, as defined in the GHS Purchase
Agreement. Upon the closing of the GHS Purchase Agreement, GHS
funded $40,000 to the Company (the Initial Tranche). Within 15
days of certain conditions being met, an additional $40,000 shall
be disbursed by GHS to the Company, in its sole discretion
(Second Tranche). Within 30 days from the Second Tranches
issuance, so long as there are no defaults under the GHS Note,
GHS in its discretion may fund an additional $50,000 to the
Company every 30 days (Subsequent Tranches) until $1,000,000 has
been funded to the Company.
The principal sum and corresponding interest due to GHS shall be
prorated based on the consideration actually paid by GHS to the
Company in accordance with the GHS Purchase Agreement.
Each GHS Note, or any part of it, is convertible into fully paid
and non-assessable $0.00001 par value common stock of the
Company. The Conversion Price is as described in the GHS Purchase
Agreement and is based on at least a 45% discount to the trading
price of the Companys common stock.
As a part of the GHS Purchase Agreement, the Company agreed to
use its best efforts to cause its authorized but unissued stock
to be increased in order for the Company to create a reserve
sufficient to meet its conversion obligations.
There is no guarantee that GHS will fund the remainder of the
Subsequent Tranches and in fact it is within GHSs sole and
absolute discretion whether it ultimately funds the Subsequent
Tranches. Should GHS decide it wont fund the Subsequent Tranches,
the Companys operating results will suffer and its ability to
remain a going concern will be jeopardized.
The foregoing descriptions of the Typenex transaction documents
as well as the GHS transaction documents are qualified in their
entirety by reference to the full text of the agreements, copies
of which are attached to this Current Report on Form 8-K as
Exhibits 10.1 through 10.6 and incorporated by reference into
this Item 1.01.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 2.03.
| Item 2.04. |
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On December 10, 2015, the Company entered into a Secured Series B
Preferred Stock Convertible Promissory Note in the principal
amount of $50,000 (Series B Note) with HIVE Ceramics, LLC (the
Holder). The Series B Note carried an interest rate of 8.0%. The
Series B Note was due and payable by the Company on December 10,
2016 (the Maturity Date). The Series B Note was convertible into
shares of the Companys Series B Preferred Stock at the option of
Holder. The indebtedness represented by the Series B Note was
secured by all the Companys assets. The Series B Note is attached
hereto as Exhibit 10.7 and incorporated herein by this reference.
Also on December 10, 2015, the Company entered into an Amended
and Restated Secured Series B Preferred Stock Convertible
Promissory Note in the principal amount of $250,000 (Amended
Note) with the Holder. The Amended Note amended, restated,
modified and superseded that $250,000 Promissory Note, dated
March 27, 2014, entered into by and between the Company and
Holder, which note had a principal of $250,000 and a maturity
date of February 27, 2016. The Amended Note carried an interest
rate of 8.0%. The Amended Note was due and payable by the Company
on December 10, 2016 (the Maturity Date). The Amended Note was
convertible into shares of the Companys Series B Preferred Stock
at the option of Holder. The indebtedness represented by the
Amended Note was secured by all the Companys assets. The Amended
Note is attached hereto as Exhibit 10.8 and incorporated herein
by this reference.
The Company failed to pay the Series B Note and the Amended Note
on the Maturity Date (December 10, 2016). On December 15, 2016,
the Company received a Notice of Default from counsel for Holder.
Holders counsel demanded that all amounts owed under the Series B
Note and the Amended Note be paid no later than December 20,
2016. The Company was unable to pay the demanded amounts by
December 20, 2016. The Company believes that the Holder intends
to execute on the security for the Series B Note and the Amended
Note, namely, all of the assets of the Company. The Company is
attempting to negotiate a resolution that does not include
seizure of the Companys assets however there is no guarantee that
the Company will be able to work out a satisfactory resolution
that does not include seizure of the Companys assets.
| Item 3.02. | Unregistered Sales of Equity Securities. |
See the disclosures made in Item 1.01, which are incorporated
herein by reference. All securities issued in the GHS and Typenex
transactions were issued in a transaction exempt from
registration to Section 4(a)(2) of the Securities Act of 1933.
The Transaction did not involve a public offering, the sale of
the securities was made without general solicitation or
advertising, there was no underwriter, and no underwriting
commissions were paid.
| Item 8.01. | Other Events. |
On or about December 1, 2016, the Company learned that LG Capital
Funding, LLC (LG Capital), a plaintiff in a lawsuit pending in
New York against the Company (Case 1:16-cv-02217-CBA-LB),
obtained a judgment in the amount of $151,000. On or about
December 10, 2016, the Company learned that LG Capital had placed
a judgment lien on the Companys operating account. The effect of
the lien was that the Companys operating account was frozen for
an amount twice the judgment, or approximately $300,000. As of
the date is Report on Form 8-K, the Company has been unable to
release the lien. The Company is in negotiations with LG Capital
in an attempt to resolve the judgment and release the lien on its
bank account. There is no guarantee that the Company will be
successful in reaching a resolution with LG Capital and/or
causing the lien to be released. If the Company and LG Capital
are unsuccessful in reaching a resolution, the Companys operating
results and operations will be materially adversely impacted.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 |
Securities Purchase Agreement dated November 1, 2016, entered into by and between Vape Holdings, Inc. and Typenex Co- Investment, LLC |
|
| 10.2 |
Convertible Promissory Note dated November 1, 2016, entered into by and between Vape Holdings, Inc. and Typenex Co- Investment, LLC |
|
| 10.3 |
Secured Investor Note #1 dated November 1, 2016, entered into by and between Vape Holdings, Inc. and Typenex Co- Investment, LLC |
|
| 10.4 |
Membership Interest Pledge Agreement dated November 1, 2016, entered into by and between Vape Holdings, Inc. and Typenex Co- Investment, LLC |
|
| 10.5 |
Securities Purchase Agreement dated October 28, 2016, entered into by and between Vape Holdings, Inc. and GHS Investments, LLC |
|
| 10.6 |
Convertible Promissory Note dated October 28, 2016, entered into by and between Vape Holdings, Inc. and GHS Investments, LLC |
|
| 10.7 |
Secured Series B Preferred Stock Convertible Promissory Note between Vape Holdings, Inc. and HIVE Ceramics, LLC, in the Amount of $50,000 |
|
| 10.8 |
Secured Amended and Restated Series B Preferred Stock Convertible Promissory Note between VapeHoldings, Inc. and HIVE Ceramics, LLC, in the amount of $250,000 |
VAPE HOLDINGS, INC. (OTCMKTS:VAPE) Recent Trading Information
VAPE HOLDINGS, INC. (OTCMKTS:VAPE) closed its last trading session 00.0000 at 0.0120 with 30,047,115 shares trading hands.