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): January 2029, 2015

VAPORIN, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-55132	45-5215796
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

4400 Biscayne Boulevard

Miami, FL 33137

(Address of Principal Executive Office) (Zip Code)

(305) 576-9298

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 2029, 2015, Vaporin, Inc. (the “Company”) ~~and~~was issued a $350,000 note by Vapor Corp. (“~~Vapor~~Borrower”) ~~entered~~in ~~into~~consideration ~~a Securities Purchase Agreement with certain accredited investors providing~~ for ~~the~~a ~~sale~~loan of $350,000 ~~of the Company’s Convertible Notes (the “Notes”)~~. The ~~Notes~~note ~~accrue~~accrues interest on the outstanding principal at an annual rate of 1012%. The principal and accrued interest on the ~~Notes~~note is due and payable on January 2029, 2016 (the “Maturity Date”). ~~Assuming~~If the merger between the Company and ~~Vapor~~the Borrower (“Merger”) ~~closes~~does not close by May 31, 2015 (the ~~Notes~~“End Date”), the Maturity Date will beaccelerate ~~convertible~~and ~~into~~become ~~Vapor~~due ~~common~~June ~~stock~~1, at2015. Additionally, if the ~~lower~~Merger ofdoes ~~(i)~~not ~~$1.08~~close orby ~~(ii)~~the aEnd ~~15%~~Date ~~discount~~or toin the event of a ~~20-trading~~default ~~day~~by ~~VWAP~~the ~~following~~Borrower, the ~~closing~~note ofwill ~~the~~be ~~merger~~convertible ~~(subject~~into tothe aBorrower’s ~~maximum~~common ~~issuance~~stock at 85% of ~~525~~the Borrower’s closing price on May 29,~~000~~ ~~shares)~~2015. If the ~~Merger~~merger ~~does~~closes ~~not~~prior ~~close~~to the End Date, the ~~Notes~~note ~~will~~shall not be convertible. The ~~into~~note ~~either~~shall ~~the~~not ~~Company’s~~be orconvertible ~~Vapor’s~~until ~~stock. Investors~~such ~~were~~time ~~provided~~as ~~with~~the ~~standard~~Nasdaq ~~piggyback~~Stock ~~registration~~Market ~~rights~~(“Nasdaq”) ~~which~~approves ~~are~~the ~~conditioned~~issuance onof the ~~Merger~~shares ~~closing~~underlying the note.

~~The~~By ~~Securities~~February ~~Purchase~~28, ~~Agreement~~2015, ~~and~~the Borrower is required to submit a Listing of Additional Shares notification form with Nasdaq and take other actions required by Nasdaq in order to receive approval of the ~~Note~~issuance ~~are~~of ~~filed~~the asshares ~~exhibits~~underlying ~~under~~the ~~Item~~note. Additionally, 9if required by Nasdaq, the Borrower shall use its best efforts to receive shareholder approval of the issuance of shares underlying the note prior to the End Date.01 The ~~and~~number ~~are~~of ~~incorporated~~shares ~~herein~~convertible byunder ~~reference~~the note is limited to 19.99% of the Borrower’s common stock.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 1.01 of this Current Report on Form 8-K is incorporated into and made a part of this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities

Items 1.01 and 2.03 of this Current Report on Form 8-K are incorporated into and made a part of this Item 3.02 by reference. The Notes were issued and sold to certain “accredited investors” (as defined in Rule 501 of Regulation D) in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, and Rule 506(b) of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit
10.1		Securities Purchase Agreement
10.2		Form of Note

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.

VAPORIN, INC.

Date: ~~January~~February 263, 2015 By: /s/ James Martin

Name: James Martin

Title: Chief Financial Officer

Filing Compare · VAPORIN, INC.