Vapor Group, Inc., SPLI, Announces Changes in Merg
Post# of 74540
Posted On: 03/07/2014 3:57:42 PM
Vapor Group, Inc., SPLI, Announces Changes in Merger Agreement and Capital Stock Structure
Vapor Group,Inc.,SPLI,Announces Changes in Merger Agreement and Capital Stock Structure
DAVIE,FL--(Marketwired - Mar 7,2014) - 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
Vapor Group,Inc.,SPLI,Announces Changes in Merger Agreement and Capital Stock Structure
DAVIE,FL--(Marketwired - Mar 7,2014) - 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
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