VPR Brands licenses patent to JUUL for $11M

Q: What agreement did VPRB enter into with JUUL Labs, Inc.?

VPR Brands, LP entered a License and Release Agreement with JUUL Labs, Inc. The deal resolves potential disputes over U.S. Patent No. 8,205,622 B2 and other patent claims and grants JUUL a defined license to use these patents for certain Licensed Products.

Q: How much consideration will VPRB receive under the JUUL agreement?

Under the agreement, JUUL Labs will pay VPR Brands $11,000,000 as consideration. The payment is structured according to an installment schedule described in the agreement, in exchange for patent licenses and mutual releases related to the ’622 patent and Other Patent Claims.

Q: Which patents are covered in the VPRB–JUUL license agreement?

The agreement covers VPR Brands’ U.S. Patent No. 8,205,622 B2 and certain Other Patent Claims. JUUL and its affiliates receive a non-exclusive license under these rights solely for specified Licensed Products, including making, using, selling, importing, exporting and distributing those products.

Q: What is the term of the VPRB license agreement with JUUL Labs?

The agreement began on July 22, 2026 and continues until six years after the later of the expiration of the ’622 patent or the last Other Patent Claim to expire. This creates a long tail period following the expiration of the covered patent rights.

VPR Brands, LP entered into a License and Release Agreement with JUUL Labs, Inc. covering U.S. Patent No. 8,205,622 B2 and certain other patent claims.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VPR Brands, LP entered into a License and Release Agreement with JUUL Labs, Inc. covering U.S. Patent No. 8,205,622 B2 and certain other patent claims. In exchange for an installment-based payment of $11,000,000 from JUUL, the parties agreed to settle potential disputes related to these patents through mutual releases, without any admission of liability, validity, enforceability or infringement.

VPR Brands granted JUUL and its affiliates a non-exclusive, worldwide, perpetual and generally irrevocable license, without sublicensing rights, to make, have made, import, export, use, sell, develop, offer to sell and distribute defined Licensed Products under the covered patents. The agreement commenced on July 22, 2026 and will remain in effect until six years after the later of the expiration of the ’622 patent or the last Other Patent Claim. VPR Brands may terminate the agreement if JUUL materially breaches its payment obligations or certain covenants.

Filing Explained

The disclosed $11,000,000 is a contractual installment obligation, not reported cash received as of the July 22, 2026 agreement.

The July 22 agreement is in force, but this 8-K does not report that JUUL has paid any of the $11,000,000 consideration. The disclosed economic benefit is therefore a contractual installment obligation, not reported cash received.

The filing does not provide the installment dates, so the timing of any resulting liquidity cannot be established from this disclosure. VPR Brands says it intends to file the full agreement with its Form 10-Q for the quarter ending September 30, 2026, with permitted redactions.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

License consideration: $11,000,000 Patent number: 8,205,622 B2 Agreement commencement date: July 22, 2026 +2 more

5 metrics

License consideration $11,000,000 Total consideration payable by JUUL Labs, Inc. under the License and Release Agreement

Patent number 8,205,622 B2 U.S. patent owned by VPR Brands that is licensed to JUUL Labs, Inc.

Agreement commencement date July 22, 2026 Date on which the License and Release Agreement term began

Post-expiry tail period six years Duration after later of the ’622 patent or last Other Patent Claim expiration that the agreement remains in effect

10-Q filing period quarter ending September 30, 2026 Period of the Form 10-Q with which the agreement copy is expected to be filed

Key Terms

License and Release Agreement, mutual releases, non-exclusive, worldwide, perpetual, irrevocable, Licensed Products, +1 more

5 terms

License and Release Agreement legal

"entered into a License and Release Agreement (the “Agreement”) with JUUL Labs, Inc."

mutual releases legal

"and the mutual releases set forth in the Agreement"

A mutual release is a legal agreement in which two parties agree to give up any present or future claims against each other arising from a specified matter, effectively ending disputes and preventing new lawsuits on those issues. For investors, mutual releases matter because they remove or limit potential liabilities and uncertainty—like both sides agreeing to drop their complaints and walk away—which can affect a company’s legal exposure, financial reserves, and perceived risk.

non-exclusive, worldwide, perpetual, irrevocable legal

"granted to the Licensee and its affiliates a non-exclusive, worldwide, perpetual, irrevocable"

Licensed Products legal

"solely with respect to Licensed Products (as defined in the Agreement)"

Item 601(b)(10)(iv) of Regulation S-K regulatory

"redacted as permitted pursuant to Item 601(b)(10)(iv) of Regulation S-K"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did VPRB enter into with JUUL Labs, Inc.?

VPR Brands, LP entered a License and Release Agreement with JUUL Labs, Inc. The deal resolves potential disputes over U.S. Patent No. 8,205,622 B2 and other patent claims and grants JUUL a defined license to use these patents for certain Licensed Products.

How much consideration will VPRB receive under the JUUL agreement?

Under the agreement, JUUL Labs will pay VPR Brands $11,000,000 as consideration. The payment is structured according to an installment schedule described in the agreement, in exchange for patent licenses and mutual releases related to the ’622 patent and Other Patent Claims.

Which patents are covered in the VPRB–JUUL license agreement?

The agreement covers VPR Brands’ U.S. Patent No. 8,205,622 B2 and certain Other Patent Claims. JUUL and its affiliates receive a non-exclusive license under these rights solely for specified Licensed Products, including making, using, selling, importing, exporting and distributing those products.

What is the term of the VPRB license agreement with JUUL Labs?

The agreement began on July 22, 2026 and continues until six years after the later of the expiration of the ’622 patent or the last Other Patent Claim to expire. This creates a long tail period following the expiration of the covered patent rights.

Under what circumstances can VPRB terminate the JUUL license agreement?

VPR Brands may terminate the agreement if JUUL Labs commits a material breach related to paying the $11,000,000 consideration and/or breaches certain covenants in the agreement. These termination rights provide contractual protection for VPR Brands if key obligations are not met.

Does the VPRB–JUUL agreement include any admission of liability or infringement?

No. The parties agreed to settle potential disputes over the ’622 patent and Other Patent Claims without admission by either side of liability, validity, enforceability or infringement. The resolution is structured through mutual releases and a license grant rather than a liability finding.

When will the full VPRB–JUUL agreement become publicly available?

VPR Brands intends to file a copy of the agreement with its Form 10-Q for the quarter ending September 30, 2026. Certain portions are expected to be redacted under Item 601(b)(10)(iv) of Regulation S-K before public release.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/23/2026 - 08:00 AM Accepted by SEC EDGAR 07/23/2026 - 08:00 AM

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 22, 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 22, 2026, VPR Brands, LP (the “Company”) entered into a License and Release Agreement (the “Agreement”) with JUUL Labs, Inc. (the “Licensee”).

The Company is the owner of all right, title and interest in and to U.S. Patent No. 8,205,622 B2 (the “‘622 Patent”). Pursuant to the terms of the Agreement, in exchange for the payment by the Licensee of $11,000,000 (the “Consideration”), payable according to an installment schedule outlined in the Agreement, and the mutual releases set forth in the Agreement: (i) the Company and Licensee agreed to settle any potential disputes regarding the ‘622 Patent and any Other Patent Claims (as defined in the Agreement), without admission by either party of liability, validity, enforceability or infringement; and (ii) the Company granted to the Licensee and its affiliates a non-exclusive, worldwide, perpetual, irrevocable (except as set forth in the Agreement), non-transferable (except as laid out in the Agreement) license, with no right to sublicense, under the ‘622 Patent and Other Patent Claims, solely with respect to Licensed Products (as defined in the Agreement), to make, have made, import, export, use, sell, develop, offer to sell and otherwise distribute 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 suppliers, manufacturers, distributors, resellers, retailers, service providers, customers (direct and indirect) and users of Licensed Products.

The term of the Agreement commenced on July 22, 2026 and will remain in full force and effect until six years after the later of the expiration of the ‘622 Patent or the last of any Other Patent Claim to expire. The Company may terminate the Agreement if Licensee commits a material breach of the Agreement in connection with payment of the Consideration and/or breaches covenants set forth in the Agreement.

The Agreement contains customary representations, warranties and covenants for an agreement of this type.

The foregoing is only a summary of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Agreement, a copy of which the Company intends to file with its Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2026, with certain portions thereof redacted as permitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended.

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 23, 2026	VPR BRANDS, LP

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

Source: View Original Filing on SEC EDGAR

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