MIAMI, FL--(NewMediaWire) - 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.
