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): ~~February~~January 2730, ~~2025~~2026

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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~February~~January 2730, ~~2025~~2026, VPR Brands, LP (the “Company”) ~~issued~~and aElf ~~press~~Brand, ~~release~~LLC, ~~announcing~~an ~~that~~unaffiliated licensee of the Company (“EBL”), entered into a anLitigation Resolution Agreement (asthe ~~hereinafter defined~~“Agreement”) with ~~Pop~~Shenzhen Weiboli Technology Co, Ltd (“Weiboli”), Shenzhen iMiracle Technology Co. Ltd. (“SIT”), iMiracle (HK) Limited (“iMiracle”), Heaven Gifts International Limited (“Heaven Gifts”), YLSN Distribution LLC (“YLSN”), ECTO World LLC (“ECTO”), D&A Distribution LLC (“D&A”), UNISHOW (U.S.A.), Inc. (“UNISHOW”), SV3 LLC d/b/a MI-POD (“MI-POD”), Kingdom Vapor Inc. (“Kingdom Vapor”), and GD Sigelei Electronic Tech. Co Ltd. (“GD Sigelei”), Waterfall Holding LLC (“~~Pop~~Waterfall”), LA Vapor, Inc. (“LA Vapor”), World Wholesale Inc. (“WWI”), G&A Wholesale Distributors Inc. (“G&A”), and Kloud King Distributors, Inc. d/b/a KKSMOKE.COM (“Kloud King” and collectively with Weiboli, SIT, iMiracle, Heaven Gifts, YLSN, ECTO, D&A, UNISHOW, MI-POD, Kingdom Vapor, GD Sigelei, Waterfall, LA Vapor, WWI and G&A, the “Defendants”). The parties entered into the Agreement in connection with settlement of all disputes between them, including certain pending litigation identified in the Agreement (collectively, the “Actions”) concerning U.S. trademark 5,486,616 (the “‘616 Trademark”) for the mark ELF in International Class 34 for use in connection with “Electronic cigarette lighters; Electronic cigarettes; Smokeless cigarette vaporizer pipe” and U.S. patent number 8,205,622 entitled “Electronic Cigarette” (the “‘622 Patent”). The parties to the Agreement deny any other party’s allegations and claims in such litigation, do not admit liability, and desire to settle and compromise all disputes between them, including the Actions, on the terms and conditions set forth in the Agreement.

~~The~~Pursuant ~~information~~to ~~included~~the terms inof ~~this~~the ~~Current~~Agreement, ~~Report~~(i) onthe ~~Form~~Company ~~8-K,~~and ~~including~~the ~~Exhibit~~Defendants ~~99.1,~~agreed ~~shall~~to ~~not~~dismiss bethe ~~deemed~~Actions towith beprejudice ~~“filed”~~within ~~for~~one ~~purposes~~business day of ~~Section~~receipt ~~18 of~~by the ~~Securities~~Company ~~Exchange Act~~ of ~~1934~~$5,250,000 ~~as amended~~ (the “~~Exchange Act~~Consideration”), orfrom ~~otherwise subject to~~ the ~~liabilities of that section~~Defendants, ~~nor~~ ~~shall~~and ~~such~~(ii) ~~information~~the beCompany ~~deemed~~agreed ~~incorporated~~to bydismiss ~~reference~~with in prejudice any ~~filing~~other ~~under~~pending ~~the~~action ~~Securities~~in ~~Act of 1933, as amended, or~~ the ~~Exchange Act,~~U.S. ~~except~~and asworldwide ~~shall~~against beany ~~expressly~~Defendant ~~set~~within ~~forth~~five bybusiness ~~specific~~days ~~reference~~of inreceipt ~~such~~of athe ~~filing~~Consideration. The ~~information set forth under this Item 7.01 shall~~ ~~not~~Company bewill ~~deemed~~receive an$3,200,000 ~~admission~~of ~~as to~~ the ~~materiality~~Consideration, ofafter ~~any~~payment ~~information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements~~ of ~~Regulation~~attorneys’ FDfees.

~~Item~~Additionally, 8the Company irrevocably conveyed, transferred and assigned to iMiracle all of the Company’s right, title and interest in and to the ‘616 Trademark and all U.01S. ~~Other~~trademark ~~Events~~registrations and trademark applications for any elf-formative marks, together with the goodwill of the business connected with the use of, and symbolized by, the Assigned Trademarks (as defined in the Agreement). In furtherance thereof, the Company agreed to transfer, assign, convey and deliver to iMiracle, at no additional consideration, certain tangible and/or intangible assets materially related to and necessary to evidence and preserve the goodwill symbolized by the Assigned Trademarks, and to assign and transfer to iMiracle all of the Company’s right, title and interest in the ELF trademarks identified in the Agreement. Pursuant to the terms of the Agreement, within the 75-day period after the effective date of the Agreement, the Company and EBL may sell off existing inventory of ELF branded products already manufactured and in stock as of the effective date of the Agreement. The Company and its affiliates may not manufacture or produce any new products bearing the Assigned Trademarks, including but not limited to, any products branded, labeled, packaged or otherwise identified as “ELF” or any confusingly similar designation, at any time on or after the effective date of the Agreement. The Company also agreed to, and agreed to cause its affiliates to, irrevocably withdraw, dismiss and terminate all ELF Trademark Challenge Proceedings (as defined in the Agreement) within 10 business days following execution of the Agreement.

InThe ~~February 2025, the~~ Company ~~entered~~also ~~into~~agreed to afile ~~Settlement~~with ~~Agreement & Release (~~the ~~“Agreement”)~~U.S. byPatent and ~~between~~Trademark ~~the~~Office, ~~Company~~within ~~and~~14 ~~Pop~~days ~~Vapor. The~~of ~~Agreement~~execution ~~was~~of ~~entered into in~~ the ~~ordinary course of business~~Agreement, ~~following~~a ~~assertion~~request byfor the ~~Company~~express abandonment of ~~patent infringement of~~ U.S. ~~patent no.~~Application ~~8,205,622~~Serial ~~(the~~No. ~~“Patent”)~~97834845, byand ~~Pop~~to ~~Vapor,~~irrevocably ~~related~~withdraw toand ~~Pop~~abandon ~~Vapor’s~~the ~~autodraw~~trademark ~~electronic~~applications ~~cigarette~~identified ~~products~~in ~~under~~the Agreement filed with the ~~POP~~European ~~HIT~~Union ~~brand,~~Intellectual ~~including~~Property Office, the ~~Pop~~United ~~Disposable~~Kingdom ~~Device~~Intellectual (Property Office and the ~~“Dispute”)~~Canadian Intellectual Property Office.

Pursuant to the terms of the Agreement, the ~~parties~~Company ~~agreed~~granted to ~~settle~~Defendants ~~the~~a ~~Dispute~~fully ~~according~~paid, ~~to the following terms: Pop Vapor shall pay the Company the sum of $30~~worldwide,~~000~~ ~~within 14 days of entry into the Agreement~~irrevocable, ~~and the Company granted to Pop a~~ non-exclusive, ~~non-assignable,~~ perpetual license to the ~~Patent and related patents, including the both the Patent and all~~‘622 ~~parents, continuations, continuations in part, or divisionals of the~~ Patent or its family members, and has allowed Pop Vapor to make, use, sell, offer for sale, import, export, supply, lease, distribute, purchase, perform, provide, display, transmit, or otherwise practice from the Patent family, with respect to manufacturing, marketing and selling the POP Hit devices, in consideration of the royalty payment terms, as follows:.

●The ~~Pop~~Agreement ~~Vapor~~contains customary ~~will pay the Company a royalty of $0.05 per unit of the POP Hit branded devices sold by Pop Vapor beginning on April 1~~representations, ~~2024,~~warranties ~~through the earlier of (1) a final finding of invalidity~~ and~~/or~~ ~~unenforceability~~covenants of the ~~Patent~~Company orand ~~(2)~~ the ~~expiration of the Patent (currently expected on July 16, 2030); and~~Defendants.

● The ~~royalty~~above ~~payment~~summary ~~shall be made quarterly by Pop Vapor, and within 60 days~~ of the ~~end~~Agreement ofdoes ~~each~~not ~~quarter.~~purport ~~Along~~to ~~with~~be ~~the~~complete ~~royalty~~and ~~payment,~~is ~~Pop~~qualified ~~Vapor~~in ~~will~~its ~~provide~~entirety ~~the~~by ~~Company~~reference ~~with~~to ~~a quarterly royalty report within 45 days of~~ the ~~end~~provisions of ~~each quarter~~Agreement, ~~reflecting~~a ~~Pop~~copy ~~Vapor's~~of which ~~total~~is ~~unit~~filed ~~sales~~as ofExhibit ~~the~~10.1 ~~POP~~to ~~Hit~~this ~~branded~~Current ~~devices~~Report inon ~~the~~Form ~~previous~~8-K ~~quarter,~~ and ~~the~~incorporated ~~royalties~~herein ~~then~~by ~~due~~reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press release issued by the registrant on February 27, 2025.
10.1		Litigation Resolution Agreement, dated as of January 30, 2026, by and between VPR Brands, LP and Elf Brand, LLC, on the one hand, and Shenzhen Weiboli Technology Co, Ltd, Shenzhen iMiracle Technology Co. Ltd., iMiracle (HK) Limited (“iMiracle”), Heaven Gifts International Limited, YLSN Distribution LLC, ECTO World LLC, D&A Distribution LLC, UNISHOW (U.S.A.), Inc., SV3 LLC d/b/a MI-POD, Kingdom Vapor Inc., and GD Sigelei Electronic Tech. Co Ltd., Waterfall Holding LLC, LA Vapor, Inc., World Wholesale Inc., G&A Wholesale Distributors Inc., and Kloud King Distributors, Inc. d/b/a KKSMOKE.COM, on the other hand.
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: February 27, 2025	VPR BRANDS, LP
Dated: February 3, 2026	VPR BRANDS, LP
	By:	/s/ Kevin Frija
		Kevin Frija
		Chief Executive Officer

Filing Compare · VPR Brands, LP.