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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 10, 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 1.01. Entry into
a Material Definitive Agreement.
On July 10, 2026, VPR Brands, LP (the
“Company”) entered into a Settlement and Patent License Agreement (the “Settlement Agreement”) with R.J.
Reynolds Vapor Company (the “Licensee”) relating to that certain action captioned R.J. Reynolds Vapor Company v. VPR
Brands, LP, United States District Court for the District of Delaware, Case No. 1:26-cv-00459 (the “Litigation”).
The Company is the owner of all right, title and
interest in and to U.S. Patent No. 8,205,622 B2 (the “Patent”). Pursuant to the terms of the Settlement Agreement, in exchange
for the payment by the Licensee of $14,900,000 and the mutual releases set forth in the Settlement
Agreement: (i) the Company and Licensee agreed to resolve the Litigation and all disputes between them related to the Patent on the terms
set forth in the Settlement Agreement, without admission of liability, validity, enforceability or infringement by either party to the
Settlement Agreement; and (ii) the Company granted to the Licensee and its affiliates a non-exclusive, worldwide, fully paid-up, perpetual,
irrevocable license, with no right to sublicense, under the Patent, solely with respect to Licensed Products (as defined in the Settlement
Agreement), to make, have made, import, export, use, sell, develop, offer to sell, advertise, update, support, maintain, obtain, exploit
and otherwise distribute and dispose of Licensed Products, including in each case the right to have any of the foregoing done directly
or indirectly for or on behalf of the Licensee or any of its affiliates by vendors, suppliers, manufacturers, developers, distributors,
resellers, OEMs, dealers, contractors, subcontractors, consultants, partners, retailers, hosts, service providers, customers (direct and
indirect) and users of Licensed Products.
The Settlement Agreement
contains customary representations, warranties and covenants for an agreement of this type.
The above summary of
the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of Settlement
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
Number |
|
Description |
| 10.1 |
|
Settlement and Patent License Agreement, dated as of July 10, 2026, by and between the registrant and R.J. Reynolds Vapor Company. |
| 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: July 16, 2026 |
VPR BRANDS, LP |
| |
|
|
| |
By: |
/s/ Kevin Frija |
| |
|
Kevin Frija |
| |
|
Chief Executive Officer |
