Current Report Filing (8-k)
24 Mai 2022 - 12:08PM
Edgar (US Regulatory)
0001376231
false
0001376231
2022-05-18
2022-05-18
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xbrli:shares
iso4217:USD
xbrli:shares
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): May
18, 2022
VPR BRANDS, LP
(Exact name of registrant as specified in its charter)
| Delaware |
|
000-54435 |
|
45-1740641 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
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:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On May 18, 2022, VPR Brands, LP (the “Company”)
issued a promissory note in the principal amount of $250,000 (the “Daiagi Note”) to Daiagi. The principal amount due under
the Daiagi Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted
in accordance with the terms of the Daiagi Note) is due and payable on the third anniversary of the issue date. The Daiagi Note and the
amounts payable thereunder are unsecured obligations of the Company.
At any time after the
first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem
all or any portion of the Daiagi Note. The portion of the Daiagi Note subject to redemption will be redeemed by the Company in cash.
The foregoing description of the Daiagi Note does
not purport to be complete and is qualified in its entirety by reference to the Daiagi Note, 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.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided above in Item 1.01 above
is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(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.
| Dated: May 24, 2022 |
VPR BRANDS, LP |
| |
|
|
| |
By: |
/s/ Kevin Frija |
| |
|
Kevin Frija |
| |
|
Chief Executive Officer |
2
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