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Below is the most recent 8k. There is nothing in here saying the "cash payment option" has been removed, held, or whatever. In fact, they reiterate that if enough shares are not available, they will need to pay in cash.
What are you talking about?
Item 7.01 Regulation FD Disclosure.
As disclosed previously, Vapor Corp. (the “Company”) closed a registered public offering of 3,761,657 Units (“Units”) pursuant to a prospectus dated July 23, 2015. Each Unit consisted of one-fourth of a share of Series A Convertible Preferred Stock and 20 Series A Warrants. Each one-fourth share of Series A Convertible Preferred Stock will be convertible into 10 shares of common stock and each Series A Warrant will be exercisable into one share of common stock at an initial exercise price of $1.24 per share. The Units separated into the Series A Convertible Preferred Stock and Series A Warrants as of January 25, 2016.
From January 25, 2016 through February 11, 2016, 879,401 shares of Series A Convertible Preferred Stock have been converted and the Company has issued 35,184,360 shares of its common stock to settle these conversions. In addition, 1,636,187 Series A Warrants have been exercised through the cashless exercise provision in the Series A Warrant resulting in the issuance of 465,216,627 shares of the Company’s common stock. As of the close of business February 11, 2016, there are 475,597,698 shares of the Company’s common stock issued and outstanding.
As of February 11, 2016, there were 61,014 shares of Series A Convertible Preferred Stock outstanding and 56,890,444,669 shares of common stock issuable upon full exercise of the Company’s 73,596,953 Series A Warrants. The shares issuable upon exercise of the Series A Warrants are calculated (1) using a Black Scholes Value of $1.0822 per share and a closing stock price of? $0.0014 per share and (2) assuming the Company delivers only common stock upon exercise of the Series A Warrants and not cash payments as permitted under the terms of the Series A Warrants.
As of the date of this report, the Company has 4,524,402,302 shares of common stock available for future issuances. In the future, if a sufficient number of shares of common stock were not available for issuance upon exercise of any Series A Warrants or if the Company fails to meet certain conditions set forth in the Series A Warrants, the Company would be required to elect to make cash payments to satisfy its obligations pursuant to the Series A Warrants.
The information in this Item 7.01 furnished herewith is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 8.01 Other Events On February 12, 2016, The issued a press release announcing that it was notified by Nasdaq on the afternoon of February 11, 2016 that trading of the Company’s common stock would be halted. A copy of the press release is included as Exhibit 99.1 to this Form 8-K.
OTC options?
1) VPCO declared in a recent 8k that they had approximately $28 million cash & cash equivalents as of Dec 8, 2015. Assuming the O/S is 1 billion, the cost to buy back EVERY share at current .0006 pps is $600,000. Why not?
2) EVERY PENNEY OF THE $28 MILLION CAME FROM UNIT SALES (a.k.a. "warrant holders")
3) The UNITS traded openly on the Nasdaq for 6 months. ANYONE could have bought them. I did. I do not believe I am evil?
4) For those wishing death to the warrant holders, please see item #2.
5) For those wishing to change the rules for warrant holders, first refer to item #2 above, then, I say add a "no short" clause. Or, yes, freeze the warrant conversion and do a 1-10,000 RS to wipe out all commons. Then un-freeze the warrants so we can be paid from "our" $28 million. How about that idea?
6) IMO, the "shareholders" & "non-shorting warrant holders" will likely be screwed equally & probably should be. I don't see this as an "us vs. them".
Some stuff to think about:
The ONLY reason they have $30 million (or less) cash, is because of the units (now warrants).
Most people converting warrants and selling shares at .0007 are making a "profit".
They still very likely do NOT have enough cash to payoff the remaining warrants b/s value.
The AS is 5 billion, not 9, not 10, "5".
Assuming they do not execute the already approved 1-70 RS before March 1, they will reach the 5 billion well before all warrants are converted. What happens then?
AS is NOT 9 or 10 billion.
It's "only" 5 billion!
I am NOT defending this company! I lost a ton of money by being an early investor and stupidly holding way too long. I bought $3,300 worth of units with the hope of making some of my losses back. With that said:
1) While I agree the warrants continue to destroy the pps, keep in mind they were available for ANYONE to buy on the Nasdaq for 6 full months. There was nothing "special" as to who could buy them.
2) Us "evil" warrant holders also stand to lose with everyone else. As the pps keeps dropping, so does our converted value and the company has no where near enough cash to pay us and will not have enough shares either.
3) They did NOT increase the A/S to 9 billion. They stated an example of how many shares "would be" required at the stated pps, which is now lower.
4) The 1-70 RS WAS approved by shareholder vote.
5) The 5 billion A/S WAS approved by shareholder vote.
IMHO, You need to read the filings a little slower.
The units were needed to pay off debt and to change their strategy to a retail position. If they didn't raise the $38 million from them, or by some other dilution method, they may have already been toast? Until the 10k comes out, we'll have no idea if the strategy is working.
I do agree the CEO & CFO are either total crooks, or extremely incompetent. They either thought the units would work out due to the pps being waaay higher, or that they would make their Buddy's rich?
And when you talk about the CFO salary, he and the CEO both get that much PLUS they each got at least 1 $100k bonus last year. But wait, there's more! The CEO's dad and 2 of his buddies all got a $50k "fee" PLUS all 3 of them receive $20k PER MONTH in "consulting fees" for locating store locations. So see, they can't use money to pay the warrant holders because they need every penny for themselves, family, & friends!
Just saw a promo on my local news station in Myrtle Beach, SC (WMBF News) for a "special report" they will air tommorow.
The title is: "Vaping - The Toxic Truth"
Can't wait...
Target?
I'm not sure I follow?
1) The 8k says the O/S is 58.8 million on Feb 2, "not" 158 million. Does this change your thoughts?
2) If the naked shorts came from warrant holders, can't they just exercise to cover?
3) 8k also states there are 74.7 million outstanding warrants. That translates into billions of shares at current pps. Even my $3,300 got me 6,500 warrants. At today's closing pps they convert to over 900,000 shares so I would LOVE a pop to a dime! Just don't see that happening...
Maybe? But not while the warrants are converting. Millions yet to convert...
One way or another the warrants will also be adjusted. Either the warrants will RS or they'll convert into less shares. I can't see anyone getting a free lunch.
We are on the same side so please consider what I say as a debate and not an argument:
1. I'm holding 73k shares at avg around .76 so if I were confident the pps would shoot to .29 with not much buying, I would buy 100,000 shares today. I would need to sell & pocket the $5-$6k which I haven't done yet but so be it.
2. You & others have mentioned "when" they hire an IR firm... If IR means Investor Relations, we have one. If you mean "another one", I seriously hope they are NOT still looking! Despite what some may think, IMO "time is not on our side".
Here's to wishing us luck and praying the 10k greedily contains more than just spectacular revenue & cost cutting.
Which one? They just announced a SECOND RS this AM. In football this is known as the "double reverse". It looks really cool when it works, I wonder how this one will look?
PS don't forget about double re-org fees too!
To see the boxing and the deck of how few shares would bring pps back to 0.29 you can follow L2 real time for free on...
Do you really believe that, or is it just something you tell yourself to keep your sanity? And if so, how long would it stay there, 5-10 minutes?
What a shock, everything APPROVED.
I know, but the RS was approved on Thursday at original meeting. It's a done deal. This one is only for the AS increase. They claimed they had "49% for it". Does anyone doubt they won't get what they want?
The RS already passed last Thursday...
It is kind of confusing, especially the $1.24 part. But that only applies if the pps is well above $1.24. Here's the deal:
1 unit converted into 1/4 preferred share and 20 warrants on January 23.
1/4 preferred converts (when the holder requests it) into 10 common shares, period. No cost.
Each warrant has been assigned a value of $1.075 so 20 warrants are worth $21.50. If I say "pay me", the company has the choice to pay me in cash (which they don't have enough of to pay for all the warrants), or they can pay me the $21.50 in shares. (known as a cashless exercise) Friday's close was .0206 so that $21.50 is equal to 1,043 shares.
So technically one unit in this case converts to a total of 1,053 shares. This is the reason for the major pending dilution, crash of the pps, & call for the RS & AS. The quantity of shares changes with the pps. Holders would only " pay" the $1.24 if the pps was at least about $2.30 (1.24 + 1.075)
The "shares" actually aren't released yet. At least not "automatically". I only got my warrants on Wednesday & someone else posted they just got theirs today. My warrants still show as just a 9 digit number, no desc, value, etc. I need to call my broker to convert warrants to shares, which I haven't attempted so maybe I can't yet? Also don't know if it happens immediately?
My plan is to exercise when the pps hits .01 cent. That will give me 699,840 shares. I will sell just before the RS when the pps will be at .99 cents. Why not a dollar you wonder? Well that would just be crazy! I will walk away with almost $690,000 profit. Yeah, that's the ticket...
I can't can't decide for myself! If the pps goes lower, you get more shares, but if it never recovers it really doesn't matter.
I suppose if you think the pps will continue straight down after the RS, then we should exercise before it happens...
IMO
FWIW, Vapor corp. closed all 8 of their mall kiosks last year due to under performance. (actually #8 will close in a couple weeks)
They took a charge of $720k which included future contractual lease payments, apparently they couldn't run fast enough.
I get it, they are not VIP. Just something to consider when questioning why the pps didn't "skyrocket" on the news of opening "one" mall kiosk. Like the release said, they will move slow based on results.
You need to request the exercise of warrants to shares either thru your broker or the agent. The "timing" is critical.
My brain hurts.
Pre RS
Assume pps = .03
The b/s value is 1.075 per warrant.
20 warrants = $21.50
21.50 / .03 = 716 shares
Assume 1-70 RS
20 / 70 = .285 (post rs warrants)
1.075 * 70 = 75.25 (post rs b/s value per)
.285 warrants * 75.25 b/s value = $21.50
Pps = 2.10
21.50 / 2.10 = 10.23 shares (instead of 716)
And they still want AS of 5 billion...
I think he meant to reply to my post that the pps would need to be at .002 after a 1-70 RS, & then if all warrants were converted at their rs adjustment, before the OS would approach 500 million
I don't know of a "non-dilutive" clause with the warrants? I did read some wordy stuff though that said the warrants "would be" affected by the rs same as common.
Even more astounding is they almost got the AS increase TOO! Plus, since they got 49% for it, they think they can pass it by trying again on Monday.
The shares associated with the warrants also RS. Assuming a 1-70 RS,the pps would need to be about .002 to reach the current 500 million AS...
Did you not see the news? The "up to" 1-70 RS was approved. They adjourned the vote until Monday because the AS was not approved, but they are still going to try & pass it!
RS is a done deal regardless of AS outcome.
If they somehow adjourn/postpone the meeting this AM without RS & AS increase, there could be a pop? There is so much going on here (like bad stuff), I would say "high risk".
From filings below:
Stockholders who have questions about the special meeting, or who need assistance in submitting their proxies or voting their shares, should contact Vapor’s proxy solicitor, Okapi Partners, LLC, toll-free at (877) 629-6355
Nope, other than being on the investors email list, I have no inside track to anything they do. They tend to send those emails before releases hit but I'm talking maybe an hour so no biggie...
Yes, I concur with your figures. I however made a mistake with if the conversion is tomorrow. I should have used .033, not .038, so shares = 661, not 575. 661 * .03 would get $19.83 for the unit. The 2 day prior thing really adds a level of "fun". And yes, if the pps steadily declines, then everyone losses.
I have no idea what the cost to exercise the warrants will be? TDA's magic number for weird stuff is $38, which is what I was charged this AM for conversion from units to preferred & warrants.
There are almost 3.8 million units. Company can pay in cash or shares. No way to know how many will convert or when. If "all" converted tomorrow, (impossible) it would require about 2.5 billion shares.
The way these stooges wrote the unit plan, in order to avoid the major dilution the pps had to be around $2.25
Is is possible they actually thought they would be there?
The pps had been close to $1.50 just before the units were announced. From $1.50 to less than .03 cents is quite a drop. At the risk of sounding completely insane, any chance the scoundrels manipulated the price down to this level to get tons of shares, & then do whatever is necessary to get it back up to previous levels before dumping to make a killing?
I can tell you, I did "nothing" proactively with my units. At 8:00AM today TD Ameritrade automatically converted my units to preferred shares & warrants. As I type this, they appear as 9 digits, no symbol, price, description, etc. Just the quantity. So it looks like I still can't do anything with them?
One more tidbit: when you request the cashless exercise of warrants into shares, the closing price from "2 days prior" is used to calculate how many shares you receive. So if you exercised on Monday, Thursday's pps of .11 would apply & 1 unit would yield 205 shares. Exercise tomorrow, & Tuesday's pps of .033 applies which yields 575 shares! Clear as mud?
I didn't see the delist details last night (too much wine!) It looks like they were going to get booted anyway. They were begging for RS votes the other day & even if they get them, a 1-70 likely wouldn't last.
My question now for everyone is what's stopping them from going back to the OTC (where they obviously belong) and continue the flood of dilution?
The unit/preferred symbol "was" VPCOU. They converted over the weekend & no longer trade. Monday was first day holders could exercise for vpco shares.
So what do you suggest they will pay the "evil warrant holders"? Like me, the same warrants, a.k.a. "preferred shares", that anyone could buy, on the Nasdaq.
You think they will buy out the common & leave the preferred hanging? Do people know where the $38 million came from?
I only bought warrants to try & recover some of the $50k I lost with the pos common.
How do you, or anyone suggest they stop the warrant conversion? Take a look at GBSN
The Nasdaq is in the United States. What does 0,05 mean? Do you mean .05? A nickle? Wow, that would be awesome...
We're not allowed to talk about the "W" word here. What the heck are you thinking!
If less than 1/4 of the units were exchanged for shares at today's closing price, they would need to issue 480.7 million shares. Add that to the current 10.4 million. Now assume the market cap "shoots up" to $10 million as you say. That would value each share at .02 cents.
Repeat: LESS THAN 1/4 OF THE UNITS EXCHANGED
My guess is the current share price could be exaggeratedly too high.
Nothing would surprise me. Your idea sounds possible & is probably more likely since it would insure I still come out a loser!
Thanks for bumming me out.
Separate, but they can "adjourn" the meeting to solicit votes in their favor if they want...