Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2014


(Exact name of registrant as specified in its charter)

Item 1.01          Entry into a Material Definitive Agreement
On February 28, 2014, Vape Holdings, Inc. (the “Company”), a Delaware corporation, entered into an Asset Purchase Agreement (the “Agreement”) with HIVE Ceramics, LLC (“Seller”) whereby the Company will, at Closing, acquire all of Seller’s right, title and interest to the HIVE Ceramics vaporization product and related intellectual property (the “Acquisition”) in exchange for the issuance of 500,000 shares of Series A Preferred Stock (“Series A Shares”) to Seller. Approval of the Acquisition is subject to Board and Shareholder approval. A Special Meeting of the Shareholders of the Company has been noticed for this purpose.
Seller will also contributed $250,000 in capital to the Company within 30 days of Closing in exchange for a promissory note issued by the Company as further consideration for the Series A Shares.  The Company will also execute employment agreements with Kyle Tracey and Michael Cook of Seller for employment by the Company.
Source: View Full 8k Filing (Feb 28, 2014)