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): May 18, 2016

 

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.)

 

5304 Derry Ave., Suite C

Agoura Hills, CA 91301

(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 May 5, 2016:

 

On May 18, 2016, the Company issued 10,413,268 shares of its common stock pursuant to a conversion notice from a noteholder in the amount of $21,191.00.

 

The original issuance of the above convertible note, and its subsequent assignment, were previously disclosed on our Current Report on Form 8-K dated August 11, 2015 and March 15, 2016, and in our Quarterly Report on Form 10-Q dated 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 May 18, 2016, the total number of shares outstanding of the Company’s common stock was 366,873,168.

 

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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: May 18, 2016 By: /s/ Justin Braune
    Justin Braune
    Duly Authorized Officer, Chief Executive Officer

 

 

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