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VPCO > SEC Filings for VPCO > Form 8-K on 27-Aug-2014All Recent SEC Filings

Show all filings for VAPOR CORP.

Form 8-K for VAPOR CORP.


27-Aug-2014

Termination of a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.02. Termination of a Material Definitive Agreement.

On August 26, 2014, Vapor Corp. (the "Company") and the Company's newly formed wholly-owned subsidiary IVGI Acquisition, Inc., a Delaware corporation (the "Buyer"), and International Vapor Group, Inc., a Delaware corporation on behalf of itself and certain of its subsidiaries ("IVG" and together with such of its subsidiaries, the "Sellers"), and David Epstein, David Herrera and Nicolas Molina, in their capacities as the representatives of the Sellers and the owners of International Vapor Group, Inc., entered into a letter of termination (the "Termination Letter"), pursuant to which the parties have mutually terminated their previously announced Asset Purchase Agreement entered into on May 14, 2014 and amended on July 25, 2014.

The Company and the Sellers mutually terminated the Asset Purchase Agreement because the parties could not agree upon certain operational and financial matters pertaining to the post-closing integration of the Sellers' business operations.

There are no current disputes or disagreements between the Company and the Sellers and neither party is liable for any breakup fees or reimbursement of costs to the other party as a result of the termination of the Asset Purchase Agreement.

The Termination Letter also provides, among other matters, that the secured promissory note dated July 28, 2014 made by IVG in favor of the Company in the principal amount of $500,000 and the guaranty thereof by Messrs. Molina, Epstein and Herrera will continue in full force and effect notwithstanding the termination of the Asset Purchase Agreement.

The foregoing description of the Termination Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Letter, a copy of which is filed as Exhibit 2.1 to this Report and incorporated herein by reference.

On August 27, 2014, the Company issued a press release announcing the parties' termination of the Asset Purchase Agreement, a copy of which is filed herewith as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

   (d)   Exhibits.

Exhibit
Number    Description

2.1       Termination Letter dated August 26, 2014 by and among Vapor Corp., IVGI
          Acquisition, Inc. , International Vapor Group, Inc. and Nicolas Molina,
          David Epstein and David Herrera

99.1      Press Release of Vapor Corp. dated August 27, 2014

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