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~~February 3027, ~~2024~~2025

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.)

1141 Sawgrass Corporate Parkway

Sunrise, FL 33323

(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 7.01. Regulation FD Disclosure.

On ~~December~~February 3027, ~~2024~~2025, VPR Brands, LP (the “Company”) issued a press release announcing that the Company entered into ~~the~~an Agreement (as hereinafter defined) with 7Pop ~~Daze,~~Vapor Co. LLC (“~~Daze~~Pop Vapor”)..

The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 8.01. Other Events.

In ~~December~~February ~~2024~~2025, the Company entered into a Settlement Agreement & Release (the “Agreement”) by and between the Company and ~~Daze~~Pop Vapor. The Agreement was entered into in the ordinary course of business, following assertion by the Company of patent infringement of U.S. patent no. 8,205,622 (the “Patent”), by ~~Daze~~Pop Vapor, related to Pop Vapor’s autodraw electronic ~~cigarettes,~~cigarette ~~including~~products ~~those marketed~~ under the ~~Ohmlet~~POP ~~and Egge~~HIT brand ~~names~~, ~~and~~including ~~any~~the ~~other~~Pop ~~auto-draw~~Disposable ~~electronic~~Device ~~cigarette marketed and/or sold by Daze~~ (the “Dispute”).

Pursuant to the terms of the Agreement, the parties agreed to settle the Dispute, ~~and~~according to the ~~Company~~following ~~granted~~terms: toPop ~~Daze~~Vapor ~~and~~shall ~~its~~pay ~~parents, subsidiaries~~the ~~and~~Company ~~related~~the ~~companies~~sum aof ~~fully paid-up~~$30,000 ~~royalty~~within ~~free,~~14 ~~non-exclusive~~days ~~license~~of ~~(the~~entry ~~“License”)~~into tothe ~~practice~~Agreement, and the ~~invention~~Company ingranted ~~the~~to ~~Patent~~Pop ~~and~~a ~~all~~non-exclusive, ~~related~~non-assignable, ~~patents~~perpetual ~~and~~license ~~applications~~to in the ~~United~~Patent ~~States~~ and ~~worldwide~~related patents, ~~for~~including the ~~full~~both ~~term of~~ the Patent and all ~~related patents~~ ~~and~~parents, ~~applications including~~continuations, ~~without~~continuations ~~limitation~~in part, ~~without~~or ~~limitation,~~divisionals of the ~~rights~~Patent toor ~~make,~~its ~~have~~family ~~made~~members, ~~use,~~and ~~import,~~has ~~license,~~allowed ~~offer~~Pop Vapor to ~~sell~~make, ~~and~~use, sell, ~~the~~offer ~~invention~~for insale, ~~the~~import, ~~Patent~~export, ~~and~~supply, ~~all~~lease, ~~related~~distribute, ~~patents~~purchase, ~~and~~perform, ~~applications.~~provide, ~~The~~display, ~~License~~transmit, ~~also~~or ~~serves~~otherwise aspractice from athe ~~covenant~~Patent ~~not~~family, ~~to sue Daze in connection~~ with ~~Daze~~respect ~~and~~to ~~its parents’~~manufacturing, ~~subsidiaries’~~marketing and ~~related~~selling ~~companies’~~the ~~manufacturing,~~POP ~~use,~~Hit ~~distribution~~devices, orin ~~sale of~~consideration ~~any products for infringement~~ of the ~~invention~~royalty inpayment terms, ~~the~~as ~~Patent and all related patents and applications.~~follows:

~~Pursuant to~~● Pop Vapor will pay the ~~terms~~Company a royalty of $0.05 per unit of the ~~Agreement,~~POP ~~Daze~~Hit ~~agreed~~branded todevices ~~pay~~sold ~~the~~by ~~Company~~Pop ~~the~~Vapor ~~sum~~beginning ofon ~~$100~~April 1,~~000~~ 2024, through the earlier of (1) a final finding of invalidity and/or unenforceability of the ~~“Settlement~~Patent ~~Sum”~~or (2) ~~according~~the toexpiration of the ~~following~~ ~~payment~~Patent ~~schedule:~~(currently expected on July 16, 2030); and

i● The royalty payment shall be made quarterly by Pop Vapor, and within 60 days of the end of each quarter. ~~$25~~Along with the royalty payment,~~000~~ onPop orVapor ~~before~~will ~~December~~provide 20the Company with a quarterly royalty report within 45 days of the end of each quarter, ~~2024;~~reflecting Pop Vapor's total unit sales of the POP Hit branded devices in the previous quarter, and the royalties then due.

ii. Six monthly payments of $12,500, due on the first day of each consecutive month beginning on February 1, 2025 and ending with the sixth and final payment due July 1, 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press release issued by the registrant on ~~December~~February 3027, ~~2024~~2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: January 2, 2025	VPR BRANDS, LP
Dated: February 27, 2025	VPR BRANDS, LP
	By:	/s/ Kevin Frija
		Kevin Frija
		Chief Executive Officer

Filing Compare · VPR Brands, LP.