UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
 
FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
DATE OF REPORT:  June 8, 2015
 
 
BREATHE ECIG CORP.
 (Exact Name of Registrant as Specified in its Charter)

Nevada
  
333-178624
  
37-1640902
 
(STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)
  
(COMMISSION FILE NO.)
  
   (IRS EMPLOYEE
IDENTIFICATION NO.)



322 Nancy Lynn Lane, Suite 7, Knoxville, TN 37919
 
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(865) 337-7549
 
(REGISTRANT’S TELEPHONE NUMBER)
 
 
 
(FORMER NAME, IF CHANGES SINC 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
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act

 
 
 
 
Item 1.01              Entry into a Material Definitive Agreement

On January 16, 2015, Breathe Ecig Corp. (f/k/a/ DNA Precious Metals, Inc.), a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Breathe LLC, a Tennessee limited liability company (“Breathe LLC”), Breathe eCig Corp., a Tennessee corporation (“Breathe Corporation”) and all of the members and shareholders of Breathe LLC and Breathe Corporation as described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 27, 2015.

On June 8, 2015, the Company entered into a Waiver Agreement to Share Exchange Agreement (the “Waiver”) with certain (but not all) members and shareholders of Breathe LLC and Breathe Corporation, respectively.  Specifically, Sections 8(h) and 8(i) of the Exchange Agreement provide for the potential additional grant of 350,000,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”), to the members and shareholders of Breathe LLC and Breathe Corporation based on various performance milestones set forth in Section 8(i) of the Exchange Agreement (the “Performance Shares”).

In order for the Company to pursue additional financing options, the Waiver releases the Company from this potential liability of an additional grant of 300,000,000 shares of Common Stock to the members and shareholders who executed the Waiver.  Pursuant to the terms of the Waiver and in the event the terms of the Performance Shares are triggered, each of the following will receive the maximum number of shares of Common Stock indicated: (i) Josh Kimmel – 18,500,000; (ii) Greg D’Amico – 2,500,000; and (iii) Ollie Jones – 1,000,000 on a pro rata basis under the terms of Sections 8(i)(A)-(C) of the Exchange Agreement.

Three of the six members and shareholders of Breathe LLC and Breathe Corporation did not execute the Waiver.  These three individuals constitue 8% of the pro rata portion of the Performance Shares.  As such, the Company estimates the potential liability to be approximately 28,000,000 shares of Common Stock to these three individuals under the Performance Shares provisions.

As such, the Waiver reduces the Company’s potential requirement of issuing 350,000,000 shares of Common Stock to a maximum of 50,000,000 shares of Common Stock under the Performance Shares provisions.
 
Item 9.01              Financial Statements and Exhibits

Exhibit No.
  
Description of Exhibit
     
10.1*
  
Waiver Agreement to Share Exchange Agreement dated June 8, 2015
__________
*filed herewith

 
 
 
 
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.
 
Dated:  June 8, 2015    
    BREATHE ECIG CORP.  
       
       
    /s/ Joshua Kimmel     
   
By: President & Chief Executive Officer
  
 
 
 


Exhibit 10.1
 
WAIVER AGREEMENT TO
SHARE EXCHANGE AGREEMENT

This Waiver Agreement (the “Waiver Agreement”) to the Share Exchange Agreement is made as of June 8, 2015 by and between Breathe Ecig Corp. (f/k/a DNA Precious Metals, Inc.), a Nevada corporation (the “Company”), Breathe, LLC, a Tennessee limited liability company (“Breathe LLC”),  Breathe eCig Corp., a Tennessee corporation (“Breathe Corporation”),  and the members of Breathe LLC and shareholders of Breathe Corporation set forth on the signature page hereto hereby waive certain obligations of the Company under the Share Exchange Agreement dated January 16, 2015 between the Parties (the “Original Agreement”).  Capitalized terms not defined in the Waiver Agreement shall have the meanings set forth in the Original Agreement.

BACKGROUND
 
WHEREAS, Sections 8(h) and 8(i) the Original Agreement provide for the potential issuance of up to 350,000,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”) to the member and shareholders of Breathe LLC and Breathe Corporation, respectively (the “Performance Shares”); and
 
WHEREAS, in order to allow the Company to pursue additional financing options, each of the individuals executing this amendment agree to waive the Company’s obligations for the Performance Shares on the terms set forth on Schedule I hereto.
 
AGREEMENT
 
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
 
1.           Waiver of Performance Shares Obligations.  Each of the members and shareholders of Breathe LLC and Breathe Corporation, respectively, who are executing this Waiver Agreement hereby agree to waive each of their rights to the Performance Shares as set forth on Schedule I hereto.
 
2.           Continuing Effect of Original Agreement.  Except as expressly set forth in this Waiver Agreement, all other provisions and terms of the Original Agreement remain in full force and effect.
 
2.           Miscellaneous.
 
a.           Governing Law.  The terms of this Waiver Agreement shall be construed in accordance with the laws of the State of Nevada, as applied to contracts entered into by Nevada residents within the State of Nevada and to be performed entirely within the State of Nevada.
 
b.           Titles and Subtitles.  The titles and subtitles used in this Waiver Agreement are used for convenience only and are not to be considered in construing or interpreting this Waiver Agreement.
 
 
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c.           Notices.  All notices required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set forth in the Original Agreement.
 
d.           Modification; Waiver; Counterparts.  No modification or waiver of any provision of this Waiver Agreement or consent to the departure therefrom shall be effective without the written consent of the parties executing the same and then it shall be effective only in the specific instance and for the specific purpose for which it was given.  This Waiver Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same agreement.
 

 
[SIGNATURE PAGE FOLLOWS]
 
 
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                 In Witness Whereof, the parties hereto have caused this Waiver Agreement to the Share Exchange Agreement to be executed and as of the date reference above.
 
Breathe Ecig Corp.,
a Nevada corporation
 
 
   
   
By: /s/ Joshua Kimmel
Name: 
Joshua Kimmel
Title: 
Chief Executive Officer
 
 
Breathe, LLC
a Tennessee limited liability company
 
 
   
   
By: /s/ Joshua Kimmel
Name: 
Joshua Kimmel
Title:  Managing Member
 
 
Breathe eCig Corp.,
a Tennessee corporation
 
 
   
   
By: /s/ Joshua Kimmel
Name: 
Joshua Kimmel
Title:  President
 
 
Certain Selling Members:
 
 
/s/ Joshua Kimmel
Joshua Kimmel
 

/s/ Greg D’Amico
Greg D’Amico
 
 
/s/ Ollie Jones
Ollie Jones
 
 
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SCHEDULE I

CERTAIN SELLING MEMBERS


Name
Potential for Performance
Shares Under Original
Agreement
Potential for Performance Shares
After Execution of Waiver
Agreement
 
Joshua Kimmel
297,500,000
18,500,000
 
Greg D’Amico
17,500,000
2,500,000
 
Ollie Jones
7,000,000
1,000,000
 
Total
322,000,000
22,000,0001
 
                                                       
1 Note:  There remains the potential for the issuance of an additional 28,000,000 shares of Common Stock to the members and shareholders of Breathe LLC and Breathe Corporation who have not executed this Waiver Agreement for an aggregate potential requirement of the Company to issue 50,000,000 shares of Common Stock under the Performance Shares provisions of the Original Agreement.
 
 
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