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 30, 2021
VPR BRANDS, LP
(Exact name of registrant as specified in its charter)
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Delaware
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000-54435
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45-1740641
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3001 Griffin Road, Fort Lauderdale, FL 33312
(Address of principal executive offices)
(954) 715-7001
(Registrant’s telephone number, including area code)
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):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On December 30, 2021, VPR Brands, LP (the “Company”)
entered into a Settlement Agreement (the “Settlement Agreement”) by and between the Company and PHD Marketing, Inc. (“PHD”).
VPR previously filed a lawsuit in the United States District Court for the Central District of California (Civil Action No. 21-cv-03797)
alleging patent infringement of U.S. Patent No. 8,205,622 (the “Patent”) by PHD (the “Action”). Pursuant to the
terms of the Settlement Agreement, the Company and PHD agreed to settle the Action. In addition, PHD agreed to pay the Company $85,000.00.
The Company also granted PHD a nonexclusive, non-assignable license to practice the invention set forth in the Patent.
The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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.
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Dated: January 4, 2022
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VPR BRANDS, LP
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By:
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/s/ Kevin Frija
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Kevin Frija
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Chief Executive Officer
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