8-K
VPR Brands, LP. (VPRB)
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 27, 2025
VPR BRANDS, LP
(Exact name of registrant as specified in its charter)
| Delaware | 000-54435 | 45-1740641 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission File Number) | (IRS Employer<br><br> <br>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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
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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. RegulationFD Disclosure.
On February 27, 2025, VPR Brands, LP (the “Company”) issued a press release announcing that the Company entered into an Agreement (as hereinafter defined) with Pop Vapor Co. LLC (“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 February 2025, the Company entered into a Settlement Agreement & Release (the “Agreement”) by and between the Company and 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 Pop Vapor, related to Pop Vapor’s autodraw electronic cigarette products under the POP HIT brand, including the Pop Disposable Device (the “Dispute”).
Pursuant to the terms of the Agreement, the parties agreed to settle the Dispute according to the following terms: Pop Vapor shall pay the Company the sum of $30,000 within 14 days of entry into the Agreement, 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 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:
| ● | Pop Vapor will pay the Company a royalty of $0.05 per unit<br>of the POP Hit branded devices sold by Pop Vapor beginning on April 1, 2024, through the earlier of (1) a final finding of invalidity<br>and/or unenforceability of the Patent or (2) the expiration of the Patent (currently expected on July 16, 2030); and |
|---|---|
| ● | The royalty payment shall be made quarterly by Pop Vapor,<br>and within 60 days of the end of each quarter. Along with the royalty payment, Pop Vapor will provide the Company with a quarterly royalty<br>report within 45 days of the end of each quarter, reflecting Pop Vapor's total unit sales of the POP Hit branded devices in the previous<br>quarter, and the royalties then due. |
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Item9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release issued by the registrant on February 27, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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 | |
|---|---|---|
| By: | /s/ Kevin Frija | |
| Kevin Frija | ||
| Chief Executive Officer |
2
Exhiibit 99.1
VPRBrands Secures Settlement Agreement with POP Vapor, Reinforcing Commitment to Intellectual Property Protection
FORT LAUDERDALE, FL, Feb. 27, 2025 (GLOBE NEWSWIRE) – VPR BRANDS, LP (OTC:VPRB) – VPR Brands, LP (“VPR Brands” or the “Company”) is pleased to announce a significant legal resolution in its ongoing efforts to protect its patented Auto Draw Technology. The Company has successfully reached a Settlement Agreement and Release with POP Vapor, further strengthening VPR’s position as the leading innovator in vaping technology and intellectual property enforcement.
This settlement follows a lawsuit filed by VPR Brands in the United States District Court for the Northern District of Georgia against POP Vapor for alleged infringement of US Patent 8,205,622 B2 (the “’622 Patent”). The Settlement Agreement represents another critical step in VPR Brands’ commitment to ensuring fair competition and reinforcing the protection of its proprietary technology.
Detailsof the Settlement Agreement
Under the terms of the Settlement Agreement:
| · | Settlement Payment: POP Vapor will pay VPR Brands $30,000 within 14 days of the effective date<br> of the Settlement Agreement. |
|---|---|
| · | Non-Exclusive License: POP Vapor has been granted a non-exclusive, non-assignable, perpetual license<br> to practice the invention in the ‘622 Patent and its related patents. This allows POP<br> Vapor to continue manufacturing and distributing its auto-draw vaping products under the<br> POP HIT brand. |
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| · | Royalty Agreement: POP Vapor will pay VPR Brands a royalty of $0.05 per unit of POP HIT<br> devices sold from April 1, 2024, until the expiration of the ‘622 Patent in July 2030. |
| --- | --- |
VPRBrands’ Commitment to Intellectual Property Protection
VPR Brands has a well-established track record of successful patent enforcement, ensuring that its technological innovations remain protected from unauthorized use. Led by its legal team at SRIPLAW, P.A., VPR Brands will continue to take action against any unauthorized use of its proprietary technologies.
This settlement with POP Vapor is a testament to VPR Brands’ unwavering efforts to maintain industry integrity and secure fair compensation for the use of its intellectual property. The agreement also highlights the Company’s ability to strike a balance between enforcement and fostering industry relationships that drive innovation and growth.
StrategicVision and Future Outlook
As part of its long-term strategy, VPR Brands remains focused on expanding its patent portfolio, protecting its technological advancements, and exploring additional licensing opportunities. With a strong presence in the rapidly evolving nicotine and cannabis vaping sectors, VPR Brands believes it is well-positioned to lead the industry in innovation and legal enforcement.
By combining strong intellectual property protection with strategic partnerships, VPR Brands is shaping the future of vaping technology and reinforcing its position as the industry's leading force.
AboutVPR 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.
For more information about VPR Brands and its ongoing initiatives, please visit www.vprbrands.com.
Forward-LookingStatements
This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as "believe," “intend,” "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in VPR Brands’ filings with the Securities and Exchange Commission, as they same may be updated from time to time. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond VPR Brands’ control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects VPR Brands’ current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. VPR Brands assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.
Company Contact:
Kevin Frija, Chief Executive Officer
ir@vprbrands.com