Current Report Filing (8-k)

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): March 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 March 18, 2022, VPR Brands, LP (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) by and between the Company on the one hand, and XL Vape, LLC (“XL”), VGOD LLC (“VGOD”), and Saltnic LLC (“Saltnic” and collectively with XL and VGOD, the “XL Parties”), on the other hand. The Company previously filed a lawsuit in the United States District Court for the Central District of California (Civil Action No. 2:21-cv-01110(MCS)) alleging patent infringement of U.S. Patent No. 8,205,622 (the “Patent”) by XL (the “Action”). Pursuant to the terms of the Settlement Agreement, the Company and the XL Parties agreed to settle the Action. In addition, the XL Parties agreed to pay the Company $155,000. The Company also granted each of the XL Parties a fully paid-up, royalty-free, non-exclusive license to practice the invention set forth in the Patent and all related patents and applications, domestic and foreign.

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.

Item 9.01Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Settlement Agreement, dated as of March 18, 2022, by and between the registrant on the one hand, and XL Vape, LLC, VGOD LLC, and Saltnic LLC, 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.