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 3010, ~~2016 (December 23, 2016)~~2017

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 x 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

OnEntry ~~December 23, 2016, we entered~~ into aAsset ~~Senior~~Purchase ~~Secured Credit Facility~~ Agreement (the “Loan Agreement”) with PLY Technology (“PLY”). At the initial closing on December 23, 2016, we received gross proceeds of $543,110.30, which includes $60,000 previously advanced to us by PLY and issued to PLY a Senior Secured Convertible Promissory Note in the principal amount of $543,100.30 (the “Note”). The Note is scheduled to mature on February 15, 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 $331,899.70 of additional loans, which additional loans may be made in the sole discretion of PLY. We may prepay borrowings at any time, in whole or in part, without penalty.

~~The~~On ~~Loan~~February ~~Agreement~~10, ~~provides that~~2017, ~~until~~Vapor ~~our~~Hub ~~obligations~~International ~~under~~Inc. (the ~~Loan Agreement are satisfied in full, (i~~“Company”) ~~PLY has the sole~~ and ~~exclusive~~PLY ~~right~~Technology, toa ~~negotiate~~California ancorporation ~~Acquisition Proposal~~ (asthe ~~defined below~~“Buyer”) ~~with us and (ii) neither we nor our representatives are permitted to solicit~~, ~~initiate~~entered ~~negotiations with, or enter~~ into ~~any agreement with a third party in relation to~~ an ~~Acquisition~~asset ~~Proposal,~~purchase inagreement ~~each~~(the ~~case~~“Purchase ~~subject to certain exceptions relating to unsolicited Acquisition Proposals from third parties~~Agreement”). ~~“Acquisition~~Pursuant ~~Proposal”~~to ~~means~~the ~~any~~terms ~~proposal,~~and ~~offer~~conditions ~~or indication~~ of ~~interest~~the ~~relating~~Purchase toAgreement, orthe ~~that~~Company ~~would~~agreed, ~~reasonably~~subject ~~be expected~~ to ~~lead~~the ~~to,~~approval ~~(i) any acquisition or purchase~~ of ~~(A) assets~~its orstockholders, ~~businesses~~to ~~that~~sell ~~constitute~~ all ~~or substantially all~~ of ~~our~~the ~~assets~~Company’s right, ortitle ~~(B) beneficial~~and ~~ownership~~interest ofin ~~twenty~~and ~~percent~~to ~~(20%)~~the orCompany’s ~~more~~proprietary ofrights, ~~any~~and ~~class~~all ofgoodwill ~~our~~associated ~~equity~~with ~~securities;~~such ~~(ii) any~~proprietary ~~purchase or sale of~~rights, orowned ~~tender offer~~ or ~~exchange~~used ~~offer~~by ~~for,~~the ~~our~~Company ~~equity~~in ~~securities~~connection ~~that,~~with ifits ~~consummated~~business, ~~would~~which ~~result~~collectively inconstitute ~~any~~substantially ~~person~~all orof ~~group~~the ~~beneficially~~Company’s ~~owning~~assets ~~twenty percent~~ (~~20%)~~collectively, orthe ~~more~~“Purchased ~~of any class of our equity securities; or (iii~~Assets”) ~~any~~. The ~~merger,~~Company ~~consolidation,~~will ~~business~~retain ~~combination,~~all ~~recapitalization,~~assets ~~reorganization,~~that ~~dual~~are ~~listed~~not ~~structure,~~Purchased ~~joint venture~~Assets, ~~share~~including ~~exchange~~inventory. The orBuyer ~~similar~~is ~~transaction~~not ~~involving~~assuming ~~us,~~any asliabilities ~~a result~~ of ~~which~~ the ~~owners~~Company ofin ~~our~~connection ~~equity~~with ~~securities~~the ~~immediately~~sale ~~prior to such event own less than 80%~~ of ~~our~~the ~~equity~~Purchased ~~securities~~Assets ~~immediately~~by ~~following~~the ~~such event; or (iv) our liquidation or dissolution~~Company.

~~Prior~~The toaggregate purchase price for the ~~Maturity~~Purchased ~~Date~~Assets is $1,000,000 weUSD ~~intend~~(the “Purchase Price”). The Buyer will pay the Purchase Price to ~~enter~~the ~~into~~Company anat the closing of the asset ~~purchase~~sale ~~agreement~~(the ~~with~~“Asset ~~PLY~~Sale”) ~~pursuant~~by to(i) ~~which~~cancelling ~~PLY~~all ~~will~~outstanding ~~acquire~~principal, ~~substantially~~accrued interest and all ofother ~~our~~obligations ~~assets. The~~(collectively, ~~terms~~the “Outstanding Debt Obligations”) payable to the Buyer by the Company on the closing date of the ~~asset~~Asset ~~purchase~~Sale ~~agreement~~under ~~have~~that ~~not~~certain ~~been~~Senior ~~finalized~~Secured Credit Facility Agreement entered into by the Buyer and the Company on December 23, 2016 (the “Loan Agreement”), which amount currently totals approximately $543,110, and (ii) to the extent the Purchase Price exceeds the Outstanding Debt Obligations, paying an amount in cash equal to the difference between the Purchase Price and the Outstanding Debt Obligations.

The ~~loan~~Company ~~will~~expects ~~accrue~~that ~~interest on~~ the ~~unpaid~~Asset ~~principal~~Sale ~~balance~~will atclose ~~an annual rate of 18% and the principal amount and all accrued but unpaid interest thereon is due and payable on the Maturity Date. In the event we are~~ in ~~default~~March ~~under the Loan Agreement or any related transaction document~~2017, ~~including~~subject ~~as a result of a default in our payment obligations, any amount due~~ to ~~PLY under~~ the ~~facility~~satisfaction ~~will,~~of atcertain ~~PLY’s~~closing ~~option~~conditions, ~~bear~~which ~~interest~~include ~~from~~obtaining the ~~date~~approval ~~due until such past due amount is paid in full at an annual default rate~~ of ~~22%. In addition, upon~~ the ~~occurrence~~Asset Sale and ~~during~~Plan ~~the continuance~~ of anLiquidation ~~event~~(described ofbelow) ~~default~~by ~~under~~ the ~~transaction~~Company’s ~~documents,~~stockholders ~~PLY~~(the ~~may~~“Stockholder ~~terminate its commitments to us and declare all of our obligations to PLY to be immediately due and payable~~Approval”).

~~While~~The ~~the~~Purchase ~~Note~~Agreement iscontains ~~outstanding,~~customary ~~but~~representations ~~only~~and ~~upon~~warranties ~~the occurrence~~ of ~~(i)~~the anparties ~~event~~and covenants of ~~default under~~ the ~~Loan~~Company. It ~~Agreement~~also orincludes ~~any related transaction document or (ii) our mutual agreement with PLY, PLY may convert, subject to~~ certain ~~beneficial~~termination ~~ownership limitations~~rights, ~~all or any portion of the outstanding principal~~including, ~~accrued~~among ~~and unpaid interest and any other sums due and payable under the Note or any other transaction document (such total amount~~others, ~~the~~that ~~“Conversion~~either ~~Amount”)~~party ~~into~~has a ~~number~~right ofto ~~shares~~terminate ofthe ~~our~~Purchase ~~common~~Agreement ~~stock equal to~~if: (i) the ~~Conversion~~Company ~~Amount~~receives ~~divided~~an byAcquisition Proposal (~~ii)~~as ~~eighty-five~~defined ~~percent (85%~~below) ofand ~~the~~exercises ~~lowest~~its ofright ~~the~~to ~~daily~~withhold, ~~volume~~withdraw, ~~weighted~~amend ~~average~~or ~~price~~modify ofits ~~our~~approval ~~common~~of ~~stock during~~ the ~~five~~Purchase ~~business~~Agreement ~~days~~before ~~immediately~~it ~~prior~~obtains toStockholder ~~the~~Approval ~~conversion date~~ (~~the~~a “~~Conversion~~Change ~~Shares~~in Recommendation”)~~. Upon~~; ~~sale~~(ii) bythe ~~PLY~~Company ofdoes ~~Conversion~~not ~~Shares,~~obtain ifStockholder ~~PLY~~Approval ~~realizes~~on aor ~~net~~before ~~amount~~March ~~from~~30, ~~such~~2017; ~~sale~~or ~~equal~~(iii) ~~to less than~~ the ~~Conversion~~closing ~~Amount,~~does wenot ~~are~~occur ~~obligated~~on toor ~~issue~~before toMarch ~~PLY~~30, ~~additional~~2017, ~~shares~~absent ofany ~~our~~breach ~~common~~by ~~stock equal to: (a)~~ the ~~Conversion~~terminating ~~Amount minus the net~~ party.

The Purchase Agreement provides that, from the date of the Purchase Agreement until the closing of the Asset Sale or the proper termination of the Purchase Agreement, (i) the Buyer has the sole and exclusive right to negotiate an Acquisition Proposal with the Company and (ii) neither the Company nor its representatives are permitted to solicit, initiate negotiations with, or enter into any agreement with a third party in relation to an Acquisition Proposal, in each case subject to certain exceptions relating to unsolicited Acquisition Proposals from third parties. “Acquisition Proposal” means any proposal, offer or indication of interest relating to, or that would reasonably be expected to lead to, (i) any acquisition or purchase of (A) assets or businesses that constitute all or substantially all of the Company’s assets, or (B) beneficial ownership of twenty percent (20%) or more of any class of the Company’s equity securities; (ii) any purchase or sale of, or tender offer or exchange offer for, the Company’s equity securities that, if consummated, would result in any person or group beneficially owning twenty percent (20%) or more of any class of the Company’s equity securities; or (iii) any merger, consolidation, business combination, recapitalization, reorganization, dual listed structure, joint venture, share exchange or similar transaction involving the Company, as a result of which the owners of the Company’s equity securities immediately prior to such event own less than 80% of the Company’s equity securities immediately following such event; or (iv) the Company’s liquidation or dissolution.

If the Company closes the Asset Sale, the Company will cease to do business and will not engage in any business activities except for dealing with post-closing matters and for the purpose of liquidating its remaining assets, paying or making provision for the payment of any debts and obligations of the Company, distributing any remaining assets to stockholders and doing other acts required to liquidate and wind up its business and affairs. The winding up and liquidation of the Company will occur pursuant to a

~~realized~~Plan ~~amount,~~of ~~divided~~Liquidation by (b) the ~~average~~“Plan ~~volume weighted average price~~ of ~~our~~Liquidation”), ~~common~~which ~~stock~~will ~~during~~be ~~the~~submitted ~~five business days immediately prior~~ to the ~~date~~Company’s ~~upon~~stockholders ~~which~~for ~~PLY requests additional shares~~approval.

The ~~payment~~foregoing ~~and~~description ~~performance~~ of ~~all our indebtedness and other obligations to PLY, including all borrowings under~~ the ~~Loan~~Purchase Agreement ~~and~~is ~~related~~qualified ~~agreements,~~in ~~are~~its ~~secured~~entirety by ~~first~~reference ~~priority liens on substantially all of our assets pursuant~~ to ~~a Security Agreement. Upon~~ the ~~occurrence~~full ~~and~~text ~~during the continuance~~ of ~~an event of default under~~ the ~~transaction~~Purchase ~~documents~~Agreement, ~~PLY may, at its option, exercise~~ a ~~number~~copy of ~~remedies~~which asis afiled ~~secured~~as ~~lender~~Exhibit ~~including~~2.1 ~~selling,~~to ~~leasing~~this orCurrent ~~disposing~~Report ~~all~~on orForm a8-K ~~portion~~and ofis ~~our~~incorporated ~~assets~~herein orby ~~retaining all or a portion of our assets in satisfaction of our obligations to PLY~~reference.

OfAPPROVAL ~~the~~OF ~~proceeds~~THE ~~received~~ASSET atSALE ~~the~~AND ~~initial~~PLAN ~~closing,~~OF ~~$483~~LIQUIDATION WILL BE SUBMITTED TO THE COMPANY’S STOCKHOLDERS FOR THEIR CONSIDERATION,~~110.30~~ ~~was~~AND ~~used~~THE toCOMPANY ~~pay~~WILL inFILE ~~full~~A ~~all~~DEFINITIVE ~~indebtedness~~PROXY ~~outstanding~~STATEMENT ~~under~~TO ~~our~~BE ~~Senior~~USED ~~Secured~~TO ~~Credit~~SOLICIT ~~Facility~~STOCKHOLDER ~~Agreement~~APPROVAL ~~with~~OF ~~TCA~~EACH ~~Global~~OF ~~Credit~~THE ~~Master~~ASSET ~~Fund,~~SALE LPAND PLAN OF LIQUIDATION WITH THE SECURITIES EXCHANGE COMMISSION (THE “~~TCA~~SEC”),. A ~~entered~~FREE ~~into~~COPY onOF ~~December~~THE 24DEFINITIVE PROXY STATEMENT, ~~2015~~AS ~~and~~WELL ~~the~~AS ~~other~~OTHER ~~loan~~FILINGS ~~documents~~WITH ~~entered~~THE ~~into~~SEC inCONTAINING ~~connection~~INFORMATION ~~with~~ABOUT ~~such~~THE ~~agreement~~COMPANY, ~~(collectively~~THE ASSET SALE AND THE PLAN OF LIQUIDATION MAY BE OBTAINED, ~~the~~WHEN ~~“TCA~~AVAILABLE, ~~Transaction~~AT ~~Documents”)~~THE SEC’S WEBSITE AT WWW. ~~Upon~~SEC.GOV. THE ~~repayment~~COMPANY’S ofSTOCKHOLDERS ~~our~~ARE ~~indebtedness~~URGED toTO ~~TCA~~READ THE DEFINITIVE PROXY STATEMENT REGARDING THE ASSET SALE AND PLAN OF LIQUIDATION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, ~~TCA~~AS ~~released~~WELL ~~its~~AS ~~liens~~ANY onAMENDMENTS ~~our~~OR ~~assets~~SUPPLEMENTS ~~and~~TO ~~the~~THOSE ~~TCA~~DOCUMENTS, ~~Transaction~~BECAUSE ~~Documents~~THEY WILL CONTAIN IMPORTANT INFORMATION. THE COMPANY, ~~subject~~ITS toDIRECTORS ~~certain~~AND ~~surviving~~EXECUTIVE ~~provisions~~OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE COMPANY’S STOCKHOLDERS IN CONNECTION WITH THE APPROVAL OF THE ASSET SALE AND PLAN OF LIQUIDATION. INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY IS SET FORTH IN ITS ANNUAL REPORT ON FORM 10-K FOR THE MOST RECENTLY ENDED FISCAL YEAR, ~~were~~WHICH ~~terminated~~WAS FILED WITH THE SEC. INVESTORS MAY OBTAIN ADDITIONAL INFORMATION REGARDING THE INTEREST OF SUCH PARTICIPANTS BY READING THE PROXY STATEMENT REGARDING THE ASSET SALE AND PLAN OF LIQUIDATION WHEN IT BECOMES AVAILABLE.

InAmendment ~~connection~~to ~~with the~~ Credit Agreement, on December 23, 2016, we entered into a consulting agreement with PLY (the “Consulting Agreement”), pursuant to which we will assist PLY in connection with the operation of its business, which includes the sale of e-cigarette products and services, and granted to PLY a non-exclusive license to use our intellectual property rights in connection with the marketing, sale and distribution of products developed as a result of our services to PLY. Unless earlier terminated, the Consulting Agreement is scheduled to expire on June 30, 2017. For our services under the Consulting Agreement, we received a fee of $25,000 on December 23, 2016.

~~The~~On ~~foregoing~~February ~~summaries~~10, of2017, in connection with the ~~Loan~~entry ~~Agreement,~~into the ~~Security~~Purchase Agreement, the ~~Note~~Company and the ~~Consulting~~Buyer ~~Agreement~~entered doto ~~not~~an ~~purport~~amendment to bethe ~~complete~~Loan ~~and~~Agreement ~~are~~to ~~qualified~~extend inthe ~~their~~maturity ~~entirety~~date byof ~~reference~~the loan facility from February 15, 2017 to March 30, 2017 (the ~~full~~“Amendment”). At ~~text~~any time prior to the maturity date or the earlier termination of ~~such~~the ~~agreements~~Loan Agreement, ~~which~~the ~~are~~Company ~~attached~~can asrequest ~~Exhibits~~up 10to $331,899.170 of additional loans, 10which additional loans may be made in the sole discretion of the Buyer.2 The Company may prepay borrowings at any time, ~~10.3~~in ~~and~~whole ~~10.4~~or ~~hereto~~in part, without penalty, with the Buyer’s prior written consent.

~~Item~~In ~~1.02~~the ~~Termination~~event the Company is in default under the Loan Agreement or any related transaction document, including as a result of a ~~Material~~default ~~Definitive~~in ~~Agreement~~the Company’s payment obligations and further including as a result of making a Change in Recommendation, any amount due to the Buyer under the loan facility will, at the Buyer’s option, bear interest from the date due until such past due amount is paid in full at an annual default rate of 22%. In addition, upon the occurrence and during the continuance of an event of default under the loan documents, the Buyer may terminate its commitments to the Company and declare all of the Company’s obligations to the Buyer under the loan facility to be immediately due and payable.

The ~~information~~payment ~~set~~and ~~forth~~performance of all the Company’s indebtedness and other obligations to the Buyer, including all borrowings under ~~Item~~the 1Loan Agreement and related agreements, are secured by first priority liens on substantially all of the Company’s assets pursuant to a Security Agreement.01 Upon the occurrence and during the continuance of an event of default under the transaction documents, ~~“Entry~~the ~~into~~Buyer may, at its option, exercise a ~~Material~~number ~~Definitive~~of ~~Agreement~~remedies as a secured lender including selling,” ~~regarding~~leasing or disposing all or a portion of the ~~termination~~Company’s assets (including the Purchased Assets) or retaining all or a portion of the ~~facility~~Company’s ~~with~~assets ~~TCA~~(including isthe ~~incorporated~~Purchased ~~herein~~Assets) byin ~~reference~~satisfaction of the Company’s obligations to the Buyer.

~~Item~~In ~~2.03~~connection ~~Creation~~with ofthe Loan Agreement, on December 23, 2016, the Company entered into a ~~Direct~~consulting ~~Financial~~agreement ~~Obligation~~with orthe anBuyer ~~Obligation~~(the ~~Under~~“Consulting anAgreement”), ~~Off-Balance~~pursuant ~~Sheet~~to ~~Arrangement~~which ofthe aCompany ~~Registrant.~~will

~~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.~~3

~~Item~~assist 3the Buyer in connection with the operation of its business, which includes the sale of e-cigarette products and services, and granted to the Buyer a non-exclusive license to use the Company’s intellectually property rights in connection with the marketing, sale and distribution of products developed as a result of the Company’s services to the Buyer.02 Unless ~~Unregistered~~earlier ~~Sales~~terminated, the Consulting Agreement is scheduled to expire on June 30, 2017. For the Company’s services under the Consulting Agreement, the Company received a fee of ~~Equity~~$25,000 ~~Securities~~on December 23, 2016.

~~Pursuant~~The toforegoing summaries of the Loan Agreement, wethe ~~may~~Security beAgreement, ~~required~~the toNote, ~~issue~~the anConsulting ~~unknown~~Agreement ~~number~~and ~~of Conversion Shares in accordance with~~ the ~~terms~~Amendment ofdo ~~the~~not ~~transaction~~purport ~~documents. The~~to ~~Note~~be ~~was~~complete ~~issued~~and toare ~~PLY~~qualified in ~~reliance~~their ~~upon~~entirety ~~the~~by ~~exemption~~reference ~~from~~to ~~registration~~the ~~set~~full ~~forth~~text inof ~~Section~~such ~~4(a)(2)~~agreements, ofwhich ~~the~~are ~~Securities~~filed ~~Act~~as ofExhibits ~~1933~~10.1, as10.2, ~~amended~~10.3, ~~for~~10.4 ~~transactions~~and ~~not~~10.5 ~~involving a public offering~~hereto.

3Item 2.02 Results of Operations and Financial Condition

During the three month period ended December 31, 2016, the Company had total net revenues of approximately $769,532 compared to $1,295,138 for the three month period ended December 31, 2015. For the six month period ended December 31, 2016, the Company had total net revenues of approximately $3,264,755 compared to $3,257,483 for the six-month period ended December 31, 2015. As of December 31, 2016, the Company’s cash balance was approximately $21,000.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description of Exhibit
10.1	Senior Secured Credit Facility Agreement dated December 23, 2016 by and between Vapor Hub International Inc. and PLY Technology.
2.1	Asset Purchase Agreement by and between Vapor Hub International Inc. and PLY Technology, dated February 10, 2017. (1)
10.2	Security Agreement dated December 23, 2016 by and between Vapor Hub International Inc. and PLY Technology.
10.1	Senior Secured Credit Facility Agreement dated December 23, 2016 by and between Vapor Hub International Inc. and PLY Technology. Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2016.
10.3	Senior Secured Convertible Promissory Note dated December 23, 2016 issued by Vapor Hub International Inc. to PLY Technology.
10.2	Security Agreement dated December 23, 2016 by and between Vapor Hub International Inc. and PLY Technology. Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2016.
10.4	Consulting Agreement dated December 23, 2016 by and between Vapor Hub International Inc. and PLY Technology.
10.3	Senior Secured Convertible Promissory Note dated December 23, 2016 issued by Vapor Hub International Inc. to PLY Technology. Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2016.
10.4	Consulting Agreement dated December 23, 2016 by and between Vapor Hub International Inc. and PLY Technology. Incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2016.
10.5	Amendment Number One to Senior Secured Credit Facility Agreement dated February 10, 2017 by and between Vapor Hub International Inc. and PLY Technology.

________

(1) The exhibits and schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(b) of Regulation S-K. A copy of the omitted exhibits and schedules will be furnished to the U.S. Securities and Exchange Commission upon request.

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 3014, ~~2016~~2017	By:	/s/ Lori Winther
			Lori Winther
			Chief Financial Officer

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