Current Report Filing (8-k)
May 24 2016 - 5:23PM
Edgar (US Regulatory)
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
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333-163290
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90-0436540
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(State of other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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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):
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On May 18, 2016, the Board
of Directors of Vape Holdings, Inc., a Delaware corporation (the “Company”), after consultation with the Company’s
independent registered public accounting firm, dbbmckennon (“DBBM”), concluded that the Company’s previously
issued audited financial statements as of and for the year ended September 30, 2015, and interim review period ended December
31, 2015 as presented in the Company’s Form 10-K and Form 10-Q for the same periods, respectively, should no longer be relied
upon. The Company will be filing a Form 10-K/A and Form 10-Q/A restating its financials for these periods as soon as practicable.
The conclusion to prevent
future reliance on the aforementioned previously issued audited financial statements resulted from the determination that such
financial statements did not correctly account for certain non-cash transactions. The following discussion describes the adjustments
that will be made in the Form 10-K/A and 10-Q/A, respectively:
In August 2015, the Company
entered into convertible notes without conversion floors resulting in an unlimited potential of shares to be issued. The notes
were not convertible until six months from the issuance date, and accordingly, we adjusted the consolidated financial statements
to defer recognition of the embedded conversion feature until the instruments are convertible.
On August 13, 2015 and August
26, 2015, the fixed conversion floors of the Redwood and Typenex notes, respectively, were removed creating a potentially unlimited
number of shares to be issued on the date of the amendment. Accordingly, Form 10-K/A will account for the embedded conversion features
as derivative financial instruments at fair value. This increased the loss on debt extinguishments and interest expense previously
recorded, as well as the derivative liabilities at fair value. Form 10-Q/A will reflect the continued accounting for the derivative
financial instruments at fair value which resulted in a small increase in interest expense and an increase in gain in change in
change of derivative liabilities.
The Board of Directors
of the Company discussed the matters disclosed in response to this Item 4.02 with DBBM.
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.
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VAPE HOLDINGS, INC.
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Dated: May 22, 2016
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By:
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/s/
Justin Braune
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Justin Braune
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Duly Authorized Officer, Chief Executive Officer
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