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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):
July 28, 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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 28, 2026 (the “Effective Date”), Soleil Capital Management, LLC (the “General Partner”), the general
partner of VPR Brands, LP (the “Company”), approved an increase in the base salaries of Kevin Frija, the Company’s Chief
Executive Officer, President, principal financial officer, principal accounting officer, and a significant unitholder of the Company,
and Daniel Hoff, the Company’s Chief Operating Officer, such that each of Mr. Frija and Mr. Hoff will receive total cash compensation,
representing base salary and, with respect to Mr. Hoff, sales commissions earned prior to the Effective Date (and not including any discretionary
bonuses or other incentive compensation that the General Partner may award to an executive officer, from time to time), of $360,000 for
the fiscal year ending December 31, 2026, in order to ensure retention, competitive alignment, and fair compensation for ongoing services,
as follows:
| Executive Officer | |
Prior Base Salary | | |
New Base Salary (1) | |
| Kevin Frija | |
$ | 209,118 | | |
$ | 360,000 | |
| | |
| | | |
| | |
| Daniel Hoff | |
$ | 143,000, plus sales commissions (2) | | |
$ | 360,000 | |
| (1) | The General Partner intends that each of Mr. Frija and Mr. Hoff will receive total cash compensation, representing base salary and, with
respect to Mr. Hoff, sales commissions earned prior to the Effective Date, of $360,000 from the Company for the fiscal year ending December
31, 2026. For the avoidance of doubt, these amounts do not include any discretionary bonuses or other incentive compensation that the
General Partner may award to an executive officer, from time to time, in addition to base salary. |
| (2) | Prior to the Effective Date, Mr. Hoff was entitled to receive certain sales commissions in addition to his base salary. After giving effect
to the base salary increase referenced herein, Mr. Hoff will be entitled to a base salary of $360,000 and no sales commissions. All prior
2026 base salary and commission payments received by Mr. Hoff will be counted toward the new base salary of $360,000 (and not in addition
thereto), such that Mr. Hoff’s total cash compensation payments from the Company for 2026, inclusive of (i) base salary payments
prior to and after the Effective Date, and (ii) sales commissions earned prior to the Effective Date (but not including any discretionary
bonus or other incentive compensation that the General Partner may award from time to time), are intended to be $360,000. |
The Company is managed
by the General Partner. The General Partner does not have an operating agreement. Pursuant to Delaware law, in the absence of an operating
agreement, the General Partner is managed by its members. Mr. Frija is the sole member of the General Partner.
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.
| |
VPR BRANDS, LP |
| |
|
|
| |
By: |
SOLEIL CAPITAL MANAGEMENT, LLC, its General Partner |
| |
|
|
| Dated: November 6, 2026 |
By: |
/s/ Kevin Frija |
| |
Name: |
Kevin Frija |
| |
Title: |
Sole Member, Soleil Capital Management, LLC
Chief Executive Officer, VPR Brands, LP |
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