Withdrawal of Registration Statement (rw)
08 Gennaio 2016 - 11:01PM
Edgar (US Regulatory)
a NASDAQ listed
Company (NASDAQ-CM: VPCO)
January 8, 2016
VIA EDGAR AND EMAIL
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Justin Dobbie and John Stickel
| Re: | Vapor Corp.
Application for Withdrawal on Form RW
for Registration Statement on Form S-4 (File No. 333-208481) |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities
Act of 1933, as amended (the “Securities Act”), Vapor Corp. (the “Company”) respectfully
requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s
registration statement on Form S-4 (File No. 333-208481), together with all exhibits thereto (collectively, the “Registration
Statement”), filed with the Commission on December 11, 2015.
The Company requests withdrawal of the Registration
Statement because, as reported on the Company’s Current Report on Form 8-K, filed with the Commission on January 8, 2016,
the Company has terminated its exchange offer (the “Offer”) for all of the issued and outstanding Units of the
Company. Accordingly, the Company will not proceed with the proposed issuance of its common stock and warrants as contemplated
by the Offer. Because the proposed issuance of common stock and warrants that would have otherwise been registered under the Registration
Statement will not occur, the Company believes that the withdrawal of the Registration Statement is consistent with the public
interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act. The Company confirms that no securities
have been sold or will be sold pursuant to the Registration Statement. Furthermore, the Registration Statement was not declared
effective by the Commission.
Accordingly, the Company hereby respectfully
requests that the withdrawal of the Registration Statement be effective as of the date hereof and requests that a written order
granting the withdrawal of the Registration Statement, including all exhibits thereto, be issued by the
Commission as soon as reasonably possible. The Company also requests, in accordance with Rule 457(p) promulgated under the Securities
Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use
to the Company’s account.
Please forward a copy of the order consenting
to the withdrawal to the undersigned via mail at Vapor Corp., 3001 Griffin Road, Ft. Lauderdale, FL 33312, with copies
to Martin T. Schrier and Christopher J. Bellini of Cozen O’Conner via facsimile at (786) 220-0209.
3001 Griffin
Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax: 1.888.882.7095
www.vapor-corp.com
a NASDAQ listed
Company (NASDAQ-CM: VPCO)
If you require additional information, please
do not hesitate to contact the undersigned at (305) 749-2676.
|
Very truly yours, |
|
|
|
/s/ Jeffrey E. Holman |
|
|
Jeffrey E. Holman |
|
Chief Executive Officer |
3001 Griffin
Road | Ft. Lauderdale, FL 33312 | Phone: 1.888.766.5351 | Fax: 1.888.882.7095
www.vapor-corp.com
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