HIVE Ceramics agreed to acquire PeopleString Corporation in a reverse merger transaction.
On January 10, 2014, amendment to asset purchase agreement was announced pursuant to which 14,250,000 shares of restricted common stock of PeopleString shall be issued to each, Kyle Tracey and Michael Cook effective immediately, 1,500,000 shares of restricted common stock shall be issued to Vicki Tracey effective immediately. PeopleString Corporation will have 36,555,624 shares of common stock issued and outstanding, of which 30 million shares will be owned by the HIVE Ceramics representing 82.2% of the outstanding shares of PeopleString's common stock. The amended agreement is subject to shareholders' approval and Board of Directors of PeopleString Corporation.
As on March 3, 2014, a special meeting of its shareholders has been scheduled for March 24, 2014. As per the agreement, the consideration would involve $0.25 million in capital to the company in the form of a promissory note payable within 30 days of closing. The meeting would discuss proposals which provide for authorization and issuance of 0.5 million shares of preferred stock to HIVE Ceramics, LLC. This preferred stock shall be subject to the voting rights in which each share of preferred stock is entitled to 15 votes, initial conversion ratio in which each share of preferred stock shall initially be convertible into one share of common stock and to conversion ratio adjustment which means on the two year anniversary of the acquisition the preferred stock conversion ratio shall be adjusted as follows: a one-time pro rata adjustment of up to ten-for-one based upon the company generating aggregate gross revenues over the two years of at least $8 million. As of March 24, 2014, shareholders of Vape Holdings voted in favor of the proposal in the special meeting of shareholders.