MIAMI, FL--(Marketwired - Aug 26, 2016) - As the result of shareholder inquiries, the Board of Directors of Vapor Group, Inc. (OTC PINK: VPOR) (the "Company") released the following additional information today pertaining to the announcement, dated August 24th, that the Company had entered into a "Letter of Intent" for a reverse merger (the "Merger").
The corporation that will merge into the Company is not located in the United Kingdom. The Company is not now, nor has it been, in any discussions for a business combination with any U.K. or European-based company. Rather the privately-held, merging corporation is a U.S. corporation holding patent rights dating back to 2014 for a revolutionary new type of wine bottle closure.
The Merger will be consummated by a share exchange wherein the capital stock of the shareholders of the merging corporation will be exchanged for existing series of preferred stock of the Company (the "Share Exchange"). Any preferred stock issued as part of the Share Exchange will be subject to a holding period prior to its convertibility to common stock, such that there is no short term dilution to the common shareholder from the conversion of preferred stock.
Moreover, no common stock will be issued in the Share Exchange such that no additional shares of common stock will be issued which would be dilutive to the common shareholder.
As a result of the Merger, the existing three-member board of directors of the Company will be supplemented by, at a minimum, two additional members.
As announced on August 22nd, the Company had entered into agreements with several of its noteholders for the payoff of convertible promissory notes over time. All parties to the Merger have agreed that prior to its closing, in order to strengthen the balance sheet of the Company, the Company also shall have entered into additional settlement agreements for the elimination over time of other forms of debt, including tax liabilities. Such settlements are already in process.
Under the proposed terms of the Merger, the Surviving Company will promptly study and explore the spin-off over time of one or more of the existing subsidiaries of Vapor Group, Inc. as independent, publicly-traded companies. Any such spin-off, if it occurs, would be by a share dividend to the existing preferred stock and common stock shareholders of the Company.
About Vapor Group, Inc.
The primary focus of Vapor Group, Inc., www.vaporgroup.com, is the design, manufacture and marketing of high quality, vaporizers and e-cigarette brands which use state-of-the-art electronic technology and specially formulated, high purity "Made in the USA" e-liquids with and without nicotine. These products are sold under the Vapor Group, Total Vapor, Vapor 123 and Vapor Products brands. The Company also markets cutting-edge consumer products including the "Whizboard" brand of scooters sold by its subsidiary, Smart Wheels, Inc. All Vapor Group products are sold nationwide through distributors and directly to consumers through its own websites. The Company owns and operates the following subsidiaries: Total Vapor Inc., Vapor 123 Inc., Vapor Products, Inc., VGR Media, Inc. and Smart Wheels, Inc.
Safe Harbor Statement:
This release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Certain statements set forth in this press release constitute "forward-looking statements." Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words "estimate", "project", "intend", "forecast", "anticipate", "plan", "planning", "expect", "believe", "will likely", "should", "could", "would", "may" or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company's actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company's ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company's limited operating history, the limited financial resources, domestic or global economic conditions -- activities of competitors and the presence of new or additional competition and conditions of equity markets.