Form 8-K - Current report

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, 2024

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 30, 2024, VPR Brands, LP (the “Company”) issued a press release announcing that the Company entered into the Agreement (as hereinafter defined) with 7 Daze, LLC (“Daze”)..

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 2024, the Company entered into a Settlement Agreement & Release (the “Agreement”) by and between the Company and Daze. 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’s autodraw electronic cigarettes, including those marketed under the Ohmlet and Egge brand names, and any other auto-draw electronic cigarette marketed and/or sold by Daze (the “Dispute”).

Pursuant to the terms of the Agreement, the parties agreed to settle the Dispute, and the Company granted to Daze and its parents, subsidiaries and related companies a fully paid-up, royalty free, non-exclusive license (the “License”) to practice the invention in the Patent and all related patents and applications in the United States and worldwide, for the full term of the Patent and all related patents and applications including, without limitation, without limitation, the rights to make, have made, use, import, license, offer to sell, and sell the invention in the Patent and all related patents and applications. The License also serves as a covenant not to sue Daze in connection with Daze and its parents’, subsidiaries’ and related companies’ manufacturing, use, distribution, or sale of any products for infringement of the invention in the Patent and all related patents and applications.

Pursuant to the terms of the Agreement, Daze agreed to pay the Company the sum of $100,000 (the “Settlement Sum”) according to the following payment schedule:

$25,000 on or before December 20, 2024; and

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 30, 2024.
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

	By:	/s/ Kevin Frija
		Kevin Frija
		Chief Executive Officer

Exhibit 99.1

VPR Brands Expands Legal Success With New Settlement Agreement to Strengthen Industry Leadership

This Latest Development Reflects Our Commitment to Leveraging Our Patented Innovations, Including Our Auto Draw Technology

FORT LAUDERDALE, FL - (NewMediaWire) - December 30, 2024 - VPR BRANDS LP (OTC:VPRB) VPR Brands is proud to announce a significant milestone in our ongoing efforts to protect and monetize our intellectual property. Building on the momentum from the January 2024 Patent Trial and Appeal Board (PTAB) ruling that upheld the validity of US Patent 8,205,622 B2, we have reached a Settlement Agreement and Release with 7 Daze, LLC (“Daze”).

This latest development reflects our commitment to leveraging our patented innovations, including our Auto Draw Technology, to maintain a competitive edge and foster collaboration in the evolving vaping market, spanning both nicotine and cannabis devices.

Details of the Settlement Agreement

Under the terms of the Settlement Agreement and Release:

Settlement Payment: Daze will pay VPR a total of $100,000, structured as follows:

An initial payment of $25,000 by December 20, 2024.

Six monthly payments of $12,500 each, beginning February 1, 2025, and concluding July 1, 2025.

Non-Exclusive License: VPR has granted Daze a fully paid-up, royalty-free, non-exclusive license to practice the invention in US Patent 8,205,622 B2 and related patents. This license enables Daze to continue manufacturing and distributing auto-draw electronic cigarette products, including the Ohmlet and Egge brands.

Covenant Not to Sue: As part of the agreement, VPR will not pursue litigation against Daze for the use of the licensed technology.

Mutual Release: Both parties have agreed to release all claims related to the dispute, ensuring a cooperative and forward-looking relationship.

This agreement further underscores VPR Brands’ strategic approach to defending our intellectual property while fostering industry relationships that support mutual growth.

Continuing Our Legacy of Innovation and Legal Success

This settlement with Daze marks another milestone in VPR Brands’ track record of successful patent enforcement. Our ongoing legal efforts, led by SRIPLAW, P.A., demonstrate our ability to protect and capitalize on our innovations. By securing favorable settlements and licensing agreements, we continue to position ourselves as a leader in the vaping technology sector.

The settlement also reflects our proactive approach to addressing challenges while building collaborative opportunities within the industry. By ensuring the integrity and exclusivity of our patented technologies, we are paving the way for sustained innovation and growth.

Looking Ahead: A Strategic Vision for Growth

As we move forward, VPR Brands remains committed to expanding our patent and trademark portfolio. Our focus on emerging technologies within the vaping and cannabis markets ensures that we remain at the forefront of product development and technological advancement.

In addition to defending our intellectual property, we are actively exploring partnerships and licensing opportunities that align with our vision for the future. By combining innovation with strategic collaboration, we aim to drive the next wave of growth in the vaping industry and solidify our position as a market leader.

About VPR Brands, LP: About VPR Brands LP:

VPR Brands is a technology company and an IP holding company engaged in various monetization strategies of its U.S. and International patents covering electronic cigarette, vaporizer technologies, and related accessories. The company designs, develops, markets, and distributes products oriented towards the cannabis markets, including the ELF and HONEYSTICK brand of vaporizers and DISSIM Lighters. VPR Brands is actively enforcing its patents and exploring and monetizing licensing opportunities

Forward-Looking Statements: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated. These statements are based on management’s current expectations and involve risks and uncertainties that may cause actual results to differ from those described. VPR Brands undertakes no obligation to update these statements following the date of this release.

For more information about VPR Brands and our ongoing initiatives, please visit www.vprbrands.com .

Contact: VPR Brands, LP

Investor Relations

Phone: (954) 715-7001

Email: IR@vprbrands.com

Cover	Dec. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 30, 2024
Entity File Number	000-54435
Entity Registrant Name	VPR BRANDS, LP
Entity Central Index Key	0001376231
Entity Tax Identification Number	45-1740641
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1141 Sawgrass Corporate Parkway
Entity Address, City or Town	Sunrise
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33323
City Area Code	954
Local Phone Number	715-7001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false