Click here to close now.




















Welcome!

News Feed Item

Vapor Group, Inc., SPLI, Announces Changes in Merger Agreement and Capital Stock Structure

DAVIE, FL -- (Marketwired) -- 03/07/14 -- Vapor Group, Inc., formerly AvWorks Aviation Corp. (OTCQB: SPLI), (the "Company", "AvWorks", or "Vapor Group"), announced today that its Board of Directors, majority shareholder, Dror Svorai, and shareholders of Vapor Group, Inc. signing the January 22, 2014, "Agreement of Merger and Plan of Reorganization", (the "Merger Agreement"), (the "Vapor Group Shareholders"), had approved the following adjustments to the terms and conditions of the Merger Agreement as well as changes to the Company's capital stock structure, all of which will be filed within the next five (5) business days according to State and federal law and regulation:

1. The Company shall file an Amendment to its Articles of Incorporation whereby any and all existing shares of its voting Series A Preferred Stock shall no longer be convertible, in whole or in part, into shares of common stock of the Company at any time ("Common Stock"). To date, no such shares of Series A Preferred Stock have not been converted.
2. The Company shall file an Amendment to its Articles of Incorporation whereby it shall create a new class of Preferred Stock, "Series B", which shall be convertible 100:1 into shares of its Common Stock, and which shall be issued in lieu of the published, pending issuance of the consideration of 750,000,000 shares of Common Stock, post 30:1 reverse split, issuable under the terms and conditions of the Merger Agreement to the Vapor Group Shareholders.
3. The quantity of shares of Series B issuable in connection with the Merger Agreement shall be calculated on the basis that the 750,000,000 shares of Common Stock issuable above shall be divided by the convertibility feature of the Series B, or 100:1, such that only 7,500,000 shares of Series B would be the future issuance and consideration under the Merger Agreement.
4. The 7,500,000 shares of Series B issued in connection with the Agreement shall remain unissued until after the announced 30:1 reverse split of the Company's Common Stock, at which time such issuance will be further reduced 30:1 (similar to the effect of the reverse split), to 250,000 shares of Series B as consideration for the Merger Agreement which will be the final shares issued to the Vapor Group Shareholders as consideration under the Merger Agreement.
5. That any and all shares of Series B shall be restricted from any conversion into shares of Common Stock by any holder thereof for a period of eighteen (18) months from the date of their issuance.

Dror Svorai, President and CEO, stated, "Personally, I am excited by these changes and what they mean for our shareholders. These changes should resolve concerns about future dilution caused by our present share structure, concerns about the shares to be issued under the Merger Agreement, and concerns that our preferred stock shareholders can convert to common for their short-term benefit. These actions are meant to signal to the market that we will increase our market cap over time -- not by the issuance of more and more shares held by only a few -- but by increasing the value of each individual share of stock." He added, "Vapor Group is a proven, rapidly growing, dynamic company that we believe will drive up the value of its market cap through solid performance. We are committed to proving that to everyone."

About the Vapor Group
Vapor Group, Inc., www.vaporgroup.com, is in the business of designing, developing, manufacturing and marketing high quality, e-cigarette brands which use state-of-the-art electronic technology and specially formulated, "Made in the USA" e-liquids, which may or may not contain nicotine. It offers a range of products with unique e-liquid flavors that is unmatched in our industry. Its products are marketed under the Vapor Group, Total Vapor, Vapor 123, and Vapor Products brands. It sells nationwide through distributors, wholesalers and directly to consumers through its own websites and direct response advertising.

All of its E-cigarettes consist of a long-life battery, a heating element, a cartridge filled with an "e-liquid" and an atomizer which, when heated, vaporizes the e-liquid. Because E-cigarettes are not "lit" like regular cigarettes, they don't create flame, smoke from burning, ash, tar, noxious fumes or leftover "cigarette butts". As a result, they may be used virtually anywhere.

Vapor Group is committed to providing E-cigarettes that are convenient and economical to use, safer and healthier than traditional smoking, and which provide a flavorful, enjoyable smoking experience.

Vapor Group, Inc. is managed by a highly experienced team of executives committed to responsible business policies and practices, including the marketing of our products only to those eighteen years of age or older, not making or avoiding claims about our product health benefits, and fulfilling the requirements of all applicable laws and regulations.

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.

CONTACT:
Vapor Group, Inc.
954-792-8450

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Scrum Alliance has announced the release of its 2015 State of Scrum Report. Almost 5,000 individuals and companies worldwide participated in this year's survey. Most organizations in the market today are still leading and managing under an Industrial Age model. Not only is the speed of change growing exponentially, Agile and Scrum frameworks are showing companies how to draw on the full talents and capabilities of those doing the work in order to continue innovating for success.
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Between the compelling mockups and specs produced by your analysts and designers, and the resulting application built by your developers, there is a gulf where projects fail, costs spiral out of control, and applications fall short of requirements. In his session at @DevOpsSummit, Charles Kendrick, CTO and Chief Architect at Isomorphic Software, presented a new approach where business and development users collaborate – each using tools appropriate to their goals and expertise – to build mocku...
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
SYS-CON Events announced today that VividCortex, the monitoring solution for the modern data system, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The database is the heart of most applications, but it’s also the part that’s hardest to scale, monitor, and optimize even as it’s growing 50% year over year. VividCortex is the first unified suite of database monitoring tools specifically desi...
Graylog, Inc., has added the capability to collect, centralize and analyze application container logs from within Docker. The Graylog logging driver for Docker addresses the challenges of extracting intelligence from within Docker containers, where most workloads are dynamic and log data is not persisted or stored. Using Graylog, DevOps and IT Ops teams can pinpoint the root cause of problems to deliver new applications faster and minimize downtime.
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
Learn how you can use the CoSN SEND II Decision Tree for Education Technology to make sure that your K–12 technology initiatives create a more engaging learning experience that empowers students, teachers, and administrators alike.
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 17th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships at Com...
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.