Registrant’s telephone number, including area code: (888) 766-5351

___________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

VAPOR CORP.

FORM 8-K

CURRENT REPORT

Item 1.01             Entry into Material Definitive Agreement

On November 6, 2014, Vapor Corp. (the “Registrant”) entered into a binding term sheet (the “Term Sheet”) related to a proposed merger with Vaporin, Inc., a Delaware corporation (“Vaporin”, and together with the Registrant, the “Parties”) and financing transaction with certain other third parties.

By signing the Term Sheet, the Parties have agreed to negotiate in good faith and to execute a definitive agreement as soon as possible, but in any event prior to December 21, 2014, and to otherwise use best efforts to consummate the transactions contemplated by the Term Sheet on an expedited basis. Pursuant to the terms of the Term Sheet, the merger agreement will provide for the acquisition of Vaporin by the Registrant through a statutory merger with the Registrant being the surviving corporation upon consummation of the merger.

As consideration for the merger, the Term Sheet provides that the stockholders of Vaporin would be entitled to receive the number of shares of the Registrant’s common stock such that the former Vaporin stockholders would collectively own 45.0% of the issued and outstanding shares of common stock of the combined company following consummation of the merger, subject to any adjustments to the exchange ratio which would be necessary to permit the respective financial advisers of both the Registrant and Vaporin to make the determination that the merger consideration is fair from a financial perspective. The Term Sheet provides that the shares of the Registrant’s common stock to be issued in upon consummation of the proposed merger will be registered on a Form S-4 registration statement (the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “Commission”). The Term Sheet also prohibits both the Registrant and Vaporin from entering into discussions or negotiations of any kind (written or oral) with any other entity or person, perform any actions of any kind that are inconsistent in any way with the matters discussed in the Term Sheet, or entertain, solicit, or consider any offers, terms, conditions, or provisions from any other entity or person regarding any transaction involving a sale of all or substantially all of the assets of the Registrant or Vaporin, as applicable, a merger, consolidation, or recapitalization of the Registrant or Vaporin, as applicable, or any similar transaction until March 31, 2015, subject to certain exceptions.

In addition to the proposed merger, the Term Sheet also provides the material terms for a series of financing transactions. The first financing is expected to consist of a bridge loan where Michael Brauser and Barry Honig (the “Investors”) or their affiliates will purchase $1.0 million in senior secured convertible notes and warrants to purchase shares of the Company’s common stock. The Investors are shareholders of Vaporin. Pursuant to the Term Sheet, a second equity financing of $3.5 million is expected to close contingent on the closing of the merger with Vaporin. The Term Sheet also contemplates that the Company may receive up to a total of $25.0 million in additional equity investments subject to financial covenants and performance-based metrics still to be negotiated and documented in the final definitive agreements.

The Parties are currently in the process of negotiating definitive agreements, which are subject to approval of each of Vapor’s and Vaporin’s board of directors. The Term Sheet further provides that the merger agreement and financings will include certain customary conditions to closing, including that the consummation of the transactions contemplated by the merger agreement to be entered into shall be subject to, among other things, (i) the receipt by each of the Registrant and Vaporin of an independent fairness issued by a separate independent investment bank which provides a favorable opinion regarding the financial terms and conditions of the proposed merger; (ii) satisfactory completion of due diligence by each of the Registrant and Vaporin; (iii) the Registration Statement being declared effective by the Commission and no stop orders from any regulatory authority being in place; (iv) the receipt of approval by the stockholders of the Registrant and Vaporin to the merger and merger agreement; and (v) the receipt by both Parties of all required regulatory approvals, including from The NASDAQ Stock Market.

The foregoing summary of the Term Sheet is not complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  In connection with the proposed merger and upon the execution of a definitive merger agreement, the Registrant intends to file a Registration Statement on Form S-4 that will include a joint proxy statement of the Registrant and Vaporin and a prospectus of the Registrant with the Commission.  Both the Registrant and Vaporin may file other documents with the Commission regarding the proposed transaction. If a definitive merger agreement is executed by the Parties, a definitive joint proxy statement will be mailed to the stockholders of the Registrant and Vaporin. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain a free copy of the registration statement (when available), including the joint proxy statement/prospectus and other documents containing information about the Registrant and Vaporin at the Commission’s website at www.sec.gov.  These documents may be accessed and downloaded for free at Vapor’s website at www.vapor-corp.com or by directing a request to Harlan Press, Chief Financial Officer, Vapor Corp., at 3001 Griffin Road, Dania Beach, Florida 33312, telephone (888) 766-5351 or at www.vaporin.com or by directing a request to Jim Martin, Chief Financial Officer, Vaporin, Inc. at 4400 Biscayne Boulevard, Miami, Florida 33137, telephone (305) 576-9298.

Participants in the Solicitation

This communication is not a solicitation of a proxy from any security holder of the Registrant or Vaporin. However, the Registrant and Vaporin and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Registrant’s and Vaporin’s stockholders in respect of the proposed merger. Information regarding the directors and executive officers of the Registrant may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Registrant Form 10-K”), which was filed with the Commission on February 26, 2014, and its Current Report on Form 8-K dated April 25, 2014 , as filed with the Commission on April 28, 2014, both of which Reports can be obtained free of charge from the Registrant’s website. Information regarding the directors and executive officers of Vaporin may be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Vaporin Form 10-K”), which was filed with the Commission on March 27, 2014 and can be obtained free of charge from Vaporin’s website. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the Commission when they become available.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed merger and proposed financing. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to enter into a definitive merger agreement; failure to enter into a potential financing transaction, reaction to the proposed merger of the Registrant’s customers and employees; the diversion of management’s time on issues relating to the merger; the inability to realize expected cost savings and synergies from the merger of the Registrant with Vaporin in the amounts or in the timeframe anticipated; the Registrant’s operations and its ability to successfully execute its current business strategy changes in the estimate of non-recurring charges; costs or difficulties relating to integration matters might be greater than expected; changes in the stock price of the Registrant or Vaporin prior to closing; material adverse changes in Vaporin’s or the Registrant’s operations or earnings; the inability to retain the Registrant’s customers and employees; or a decline in the economy, as well as the risk factors set forth in the Registrant Form 10-K (and as supplemented by Item 1.A. in the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014) and the Vaporin Form 10-K. Neither the Registrant nor Vaporin assumes any obligation for updating any such forward-looking statement at any time.