SEC Form 4 · accession 0001213900-16-010285
Vape Holdings, Inc. · VAPE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Scialdone
Other
Period of report
Jan 12, 2016
Accepted (ET)
Jan 20, 2016 · 1:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001455819
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | Jan 12, 2016 | D | 250,000 | $0.335 | D | 11,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 12, 2016, pursuant to a Share Exchange Unwind Agreement (the "Unwind Agreement") by and between Dr. Mark Scialdone ("Dr. Scialdone"), Vape Holdings, Inc. (the "Company") and BetterChem Consulting, Inc. ("BetterChem"), a majority-owned subsidiary of the Company, the Company agreed to unwind a Share Exchange Agreement entered into between the parties on July 1, 2015 (the "Share Exchange Agreement"). As a result of the Unwind Agreement, the Company returned 80 shares of restricted common stock of BetterChem to Dr. Scialdone. In exchange, Dr. Scialdone transferred 250,000 shares of common stock of the Company held by him back to the Company and terminated any right to receive up to 400,000 shares of common stock available to him tied to revenue benchmarks as provided in the Share Exchange Agreement. The 250,000 shares of common stock of the Company were issued on July 8, 2015 and valued at $0.335 per share, the fair market value on the date of issue.
Remarks
Effective January 14, 2016, the Board of Directors of Vape Holdings, Inc. (the "Company") accepted the resignation of Dr. Mark Scialdone as Chief Science Officer. Accordingly, Dr. Scialdone is no longer a reporting person subject to the requirements of Section 16 of the Securities Exchange Act of 1934.