Vapor Group Inc (VPOR)

[WALLnut]

MAJOR DEBT REDUCTION FOR VPOR AND MORE!!

Vapor Group, Inc., Closes Sale of Assets of Simple Cork, Inc. 
Company's Sale Generates Future Stock Distribution while Reducing Its Debt 
MIAMI, February 1, 2018 /PRNewswire/ -- 

Vapor Group, Inc. (OTC Pink: VPOR), ("Company" or "Vapor Group"), announced today that on January 31st it had closed the asset sale for the intellectual property of its subsidiary, Simple Cork, Inc., the developer of a new, multi-nationally patented combination wine bottle cork/opener (www.simplecork.com), a faster and easier way to get the cork out of a bottle of wine without the use of a corkscrew. 

The intellectual property includes the French patent awarded in 2017 and patents pending in eight other countries including the United States. 

The asset sale was originally announced on November 29, 2017, and was scheduled to close at the end of 2017. On December 26th, the Company announced that the closing had been rescheduled to occur not later than January 31, 2018. 

The purchaser of the assets is the fully-reporting SEC company, "First Intercontinental Technology, Inc.", formerly Rich Cigars, Inc., (the "Purchaser") (OTC Pink: RCGR). Purchaser within the next few days will be issuing a report on form 8-K with the Securities and Exchange Commission ("SEC") discussing the purchase. 

The change in closing date did not alter the announced "shareholder of record date" of December 29, 2017 (the last trading day of 2017) which remains the ownership reference date for the distribution of registered shares of the Purchaser under the agreement. 

Included under the terms and conditions of the asset sale: 

Within ninety (90) days of closing or by May 1st, the Purchaser shall file with the SEC on a form S-1, a registration statement for newly-issued shares of its common stock wherein the shares will be distributed to the shareholders of common stock of Vapor Group after the registration statement becomes effective. Said registered shares will be issued based on the quantity of shares of common stock of Vapor Group held by each of its shareholder as of December 29, 2017 (the "shareholder of record date"). 
The ratio of the quantity of shares to be registered and issued to the shareholders of Vapor Group is 1 share of the Purchaser's common stock for every 5,000 shares of the Vapor Group common stock held by a Vapor Group shareholder as of the "shareholder of record date". Fractional shares under the distribution will be rounded up to the next share. 
The Holder of the Series A Preferred Stock of Vapor Group will not receive any shares of any class of the Purchaser. 
Holders of Series B Preferred Stock will receive 1 share of RCGR Series B Preferred Stock for every 1 share of Series B Preferred Stock held in Vapor Group, Inc., with fractional shares rounded up to the next share. 
The Purchaser assumes an aggregate total of not less than $2 Million of Vapor Group's existing convertible debt owed to several debtholders as well as all trade and long term debt owed by Simple Cork, Inc. Of this amount, several of Vapor Group's debtholders have agreed to enter into individual Exchange Agreements wherein a significant portion of their debt is to be exchanged for Series C Preferred Stock of the Purchaser such that the impact on the Purchaser of the debt assumed from Vapor Group will be significantly reduced. 

Yaniv Nahon. President and CEO of the Company, said, "We believe the completion of this sale significantly benefits our shareholders by providing them with a share distribution and a much more debt free company. It also allows us to focus on new initiatives such as our recently announced entry into cryptocurrency mining. This promises to be an exciting year of new initiatives and growth." 

https://www.otcmarkets.com/stock/RCGR/news ;