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): ~~December~~February 2419, ~~2015~~2016

VAPOR HUB INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)


000-55363		27-3191889
(Commission File Number)		(IRS Employer Identification No.)

1871 Tapo Street

Simi Valley, CA 93063

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code (805) 309-0530

N/A

(Former Name or Former Address, if Changed Since Last Report.)

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 (see General Instruction A.2. below):

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

OnAmendment December 24, 2015, we entered into a Senior Secured Credit Facility Agreement (the “Loan Agreement”) with TCA Global Credit Master Fund, LP (“TCA”). At the initial closing on December 24, 2015, we received gross proceeds of $750,000 and issued to ~~TCA a Convertible Promissory~~ Note inSettlement the principal amount of $750,000 (the “Note”). The Note is scheduled to mature on June 24, 2017 (the “Maturity Date”). At any time prior to the Maturity Date or the earlier termination of the Loan Agreement~~, we can request up to $9,250,000 of additional loans, which additional loans may be made in the sole discretion of TCA. We may prepay borrowings at any time, in whole or in part, without penalty.~~

~~The~~On ~~loan will accrue interest on the unpaid principal balance at an annual rate of 18%. We will make interest only payments of $11,250 on each of January 24,~~ February ~~24 and March 24~~19, 2016, ~~and~~Vapor ~~thereafter,~~Hub ~~will~~International ~~make~~Inc. ~~payments of approximately $56,208 of principal and interest per month until~~ (the ~~Maturity~~“Company”) ~~Date. In~~entered ~~the~~into ~~event~~an weAmendment ~~are~~to inNote ~~default~~Settlement ~~under~~Agreement (the ~~Loan~~“Settlement Agreement orAmendment”) ~~any~~with ~~related~~Typenex ~~transaction document~~Co-Investment, ~~including~~LLC as(the a“Investor”). The ~~result~~Settlement ofAgreement aAmendment ~~default~~relates ~~in our payment obligations, any amount due~~ to ~~TCA under~~ the ~~facility~~Note ~~will,~~Settlement atAgreement ~~TCA’s option, bear interest from~~ (the ~~date~~“Original ~~due~~Agreement”) ~~until~~entered ~~such~~into ~~past~~between ~~due amount is paid in full at an annual rate of 22%. In addition, upon~~ the ~~occurrence~~parties ~~and~~on ~~during~~December ~~the continuance of an event of default under the transaction documents~~18, ~~TCA may terminate its commitments to us and declare all of our obligations to TCA to be immediately due and payable~~2015.

~~While~~The ~~the~~Original ~~Note is outstanding~~Agreement, ~~but~~as ~~only~~amended ~~upon~~by the ~~occurrence~~Settlement ofAgreement ~~(i)~~Amendment, anrelates ~~event~~to ofthe ~~default~~Secured ~~under~~Convertible ~~the~~Promissory ~~Loan~~Note ~~Agreement~~issued oron ~~any~~November ~~related~~4, ~~transaction~~2014 ~~document~~in orthe ~~(ii)~~original ~~our~~principal ~~mutual~~amount ~~agreement~~of ~~with TCA~~$1,687,500.00 ~~TCA~~(the ~~may~~“November ~~convert,~~Note”) ~~subject~~pursuant to that certain ~~beneficial~~Securities ~~ownership~~Purchase ~~limitations,~~Agreement ~~all~~dated orNovember ~~any~~4, ~~portion~~2014 ofby ~~the~~and ~~outstanding~~between ~~principal,~~the ~~accrued~~Investor and ~~unpaid~~the ~~interest~~Company ~~and~~(the ~~any~~“November ~~other~~Purchase ~~sums~~Agreement”, ~~due~~ and ~~payable~~together ~~under~~with the November Note orand ~~any~~all other ~~transaction~~documents ~~document~~entered ~~(such~~into ~~total~~in ~~amount~~conjunction therewith, the “~~Conversion~~November ~~Amount~~Transaction Documents”). ~~into~~The aOriginal ~~number~~Agreement, ofas ~~shares~~amended, ofalso ~~our~~relates ~~common stock equal~~ to: ~~(i)~~ the ~~Conversion~~Promissory ~~Amount~~Note ~~divided~~issued byon ~~(ii)~~June ~~eighty-five~~4, ~~percent~~2015 ~~(85%)~~in of the ~~lowest~~original ofprincipal ~~the~~amount ~~daily volume weighted average price~~ of ~~our~~$245,000.00 ~~common stock during the five business days immediately prior to the conversion date~~ (the “~~Conversion~~June ~~Shares~~Note”~~). Upon liquidation by TCA of Conversion Shares~~, ifand ~~TCA~~together ~~realizes~~with ~~a net amount from such liquidation equal to less than~~ the ~~Conversion~~November ~~Amount~~Note, wethe ~~are~~“Notes”) ~~obligated~~pursuant to ~~issue~~that tocertain ~~TCA~~Note ~~additional~~Purchase ~~shares~~Agreement ofdated ~~our~~June ~~common~~4, ~~stock~~2015 ~~equal to:~~ (a) the ~~Conversion~~“June ~~Amount~~Purchase ~~minus~~Agreement” ~~the~~and ~~net~~together ~~realized~~with ~~amount, divided by (b)~~ the ~~average~~June ~~volume~~Note ~~weighted~~and ~~average~~all ~~price~~other ofdocuments ~~our~~entered ~~common~~into ~~stock~~in ~~during~~conjunction therewith, the ~~five~~“June ~~business~~Transaction ~~days~~Documents” ~~immediately~~and ~~prior~~together towith the ~~date~~November ~~upon~~Transaction ~~which~~Documents, ~~TCA~~the ~~requests~~“Transaction ~~additional shares~~Documents”).

The ~~payment~~Original ~~and~~Agreement, ~~performance~~as amended by the Settlement Agreement Amendment, restructures the payment provision of ~~all~~the ~~our~~Notes. The ~~indebtedness~~Settlement Agreement Amendment restructures the payment provisions contained in the Original Agreement and ~~other~~provides ~~obligations~~that the Company is to ~~TCA~~make the following payments to Investor notwithstanding the terms of the Notes (the “Restructure”): (a) a cash payment in the amount of $35,000.00 ~~including~~payable ~~all~~upon ~~borrowings~~execution ~~under~~of the ~~Loan~~Settlement Agreement Amendment together with 918,386 shares of the Company’s common stock (subject to adjustment as described in the Settlement Agreement Amendment) based on a note conversion amount of $15,000.00 and ~~related~~a ~~agreements~~conversion price of $0.016333, which shares are ~~secured~~to bybe ~~liens~~issued and delivered pursuant to the terms of the Settlement Agreement Amendment and (b) a cash payment on ~~substantially~~or ~~all~~before March 15, 2016 in the amount of ~~our~~$35,000.00 ~~assets~~together with shares of the Company’s common stock based on a note conversion amount of $15,000.00 and a conversion price to be determined in accordance with the Notes, which shares are to be issued and delivered pursuant to athe ~~Security~~terms of the Settlement Agreement Amendment; and (c) a payment equal to the remaining aggregate outstanding balance of the Notes on or before April 15, 2016, which payment must be made in cash (collectively, the “Note Payments”). Unless specified otherwise by Investor in a written notice delivered to Company, all Note Payments shall be applied first against the outstanding balance of the November Note until the November Note has been paid in full and thereafter against the June Note until the June Note is paid in full.

OfAs ~~the~~consideration ~~proceeds~~for ~~received~~Investor’s atagreement ~~the initial closing, approximately $106,000 was used~~ to ~~pay~~enter ~~in full all indebtedness outstanding under our Business Loan and Security Agreement with B of I Federal Bank (the “Bank”), entered~~ into ~~on November 3, 2015. Upon repayment of our indebtedness under~~ the ~~Business~~Settlement ~~Loan and Security~~ Agreement Amendment, the ~~Bank~~Company ~~released~~agreed ~~its liens on our assets. After the payment of approximately $51,000 of fees and expenses~~ to ~~TCA~~pay inInvestor ~~connection~~a ~~with~~restructuring ~~the~~fee ~~loan transaction, we received net proceeds~~ of ~~approximately~~ $~~593~~2,~~000~~500.00.

Upon satisfaction of the Company’s obligations under the Original Agreement, as amended, the Company shall be deemed to have paid the entire outstanding balance of the Notes in full and shall have no further obligations under either Note. In addition, subject to the Company’s compliance with the terms and conditions of the Original Agreement, as amended, the Investor waives the default caused by the non-payment of the June Note on December 4, 2015.

In the event that the Company fails to comply with the conditions of the Original Agreement, as amended by the Settlement Agreement Amendment, the Restructure, the waiver of the June Note default, and all other accommodations given in the Original Agreement, as amended, will be deemed withdrawn and the Investor will be entitled to all remedies available to it as provided in the Notes, the other Transaction Documents, and the Original Agreement, as amended.

Amendment to Promissory Note

On February 19, 2016, the Company entered into an Amendment to Promissory Note with Iliad Research and Trading L.P., an affiliate of the Investor (the “Note Amendment”). The Note Amendment relates to the Promissory Note issued on August 12, 2015 in the original principal amount of $245,000 which was scheduled to mature on February 12, 2016. The Note Amendment extends the maturity date of the note to April 12, 2016 and increases the principal amount of the note by $2,500 as consideration for the extension.

InThe ~~connection~~foregoing ~~with~~summaries ~~the~~of ~~Loan Agreement, we agreed to pay to TCA a fee for advisory services provided to us prior to~~ the ~~entry~~Settlement ~~into the Loan~~ Agreement inAmendment ~~the~~and ~~amount~~Note ofAmendment ~~$126,000~~do ~~(the~~not ~~“Advisory~~purport ~~Fee”). As partial payment of the Advisory Fee, we issued~~ to ~~TCA~~be ~~3,810,000~~complete ~~shares of our common stock on December 24, 2015 (the “Advisory Fee Shares”), representing 4.99% of our issued~~ and ~~outstanding shares of common stock on such date. In the event that TCA receives net proceeds from the sale of such shares that~~ are ~~less~~qualified ~~than~~in ~~the~~their ~~Advisory~~entirety ~~Fee,~~by ~~TCA~~references ~~may require us~~ to ~~issue~~the ~~additional~~full ~~shares~~text of ~~common stock in an amount sufficient~~ such ~~that~~agreements, ~~when~~which ~~sold and the net proceeds from such sale~~ are ~~added~~attached toas ~~the~~Exhibits ~~net~~10.1 ~~proceeds from the sale of any of the previously issued~~ and ~~sold Advisory Fee Shares, TCA shall have received total net funds equal to the Advisory Fee~~10. ~~Notwithstanding~~2 the foregoing, subject to certain conditions, we have the right to redeem the Advisory Fee Shares then in TCA’s possession for an amount payable in cash equal to the Advisory Fee, less any net cash proceeds received by TCA from previous sales of Advisory Fee Shareshereto. In the event TCA has not realized net proceeds from the sale of Advisory Fee Shares equal to at least the Advisory Fee by the earlier to occur of: (i) December 24, 2016; (ii) the occurrence of an event of default under the transaction documents; or (iii) the Maturity Date, then at any time thereafter, TCA has the right to require us to redeem all of the Advisory Fee Shares then in TCA’s possession for cash equal to the Advisory Fee, less any cash proceeds received by TCA from any previous sales of Advisory Fee Shares.

~~The~~Item ~~foregoing~~3.02 ~~summaries~~Unregistered ofSales ~~the Loan Agreement, the Security Agreement and the Note do not purport to be complete and are qualified in their entirety by references to the full text~~ of ~~such~~Equity ~~agreements, which are attached as Exhibits 10~~Securities.~~1, 10.2 and 10.3 hereto.~~

~~Item~~Pursuant 1to the Settlement Agreement Amendment, the Company issued to Investor 918,386 shares of the Company’s common stock and will be required to issue an unknown number of additional shares of common stock in accordance with the terms of the Settlement Agreement Amendment.02 The shares are being issued to Investor in reliance upon the exemption from registration provided by Rule 144 of the Securities Act of 1933, as amended.

Termination of a Material Definitive Agreement.

The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” regarding the termination of the facility with B of I Federal Bank is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” regarding the Loan Agreement and related transaction documents is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

Pursuant to the Loan Agreement, we issued to TCA 3,810,000 Advisory Fee Shares on December 24, 2015 as partial consideration for advisory services provided by TCA and we may be required to issue an unknown number of additional Advisory Fee Shares and/or Conversion Shares in accordance with the terms of the transaction documents. The Note and Advisory Shares were issued to TCA in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder for transactions not involving a public offering. TCA represented that it is an “accredited investor” as defined in Regulation D.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description of Exhibit
10.1	~~Senior~~Amendment ~~Secured~~to ~~Credit~~Note ~~Facility~~Settlement Agreement dated ~~December~~February 2419, ~~2015~~2016 by and between Vapor Hub International Inc. and ~~TCA~~Typenex ~~Global Credit Master Fund~~Co-Investment, LPLLC.
10.2	~~Security~~Amendment ~~Agreement~~to Promissory Note dated ~~December~~February 2419, ~~2015~~2016 by and between Vapor Hub International Inc. and ~~TCA~~Iliad ~~Global~~Research ~~Credit~~and ~~Master Fund~~Trading, LPL.P.
10.3	Convertible Promissory Note dated December 24, 2015 issued by Vapor Hub International Inc. to TCA Global Credit Master Fund, LP.

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.

		VAPOR HUB INTERNATIONAL INC.
Date:	~~December~~February 3125, ~~2015~~2016	By:	/s/ Lori Winther
			Lori Winther
			Chief Financial Officer

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