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): August 4, 2022
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.) |
3001 Griffin Road, Fort Lauderdale, FL 33312
(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 August 4, 2022, VPR Brands, LP (the “Company”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) by and between the Company on the one hand, and Myle Vape, Inc (“Myle”) and MVH I, INC. (“MVH I” and together with Myle, “MYLE”) on the other hand. The Company previously filed a lawsuit in the United States District Court for the Eastern District of New York (Civil Action No. 1:21-cv-02445) alleging patent infringement of the Company’s U.S. Patent No. 8,205,622 (the “Patent”) by MYLE (the “Action”). Pursuant to the terms of the Settlement Agreement, the Company and MYLE agreed to settle the Action. In addition, the MYLE agreed to pay the Company $125,000. The Company also granted to MYLE a fully paid-up, royalty-free, non-exclusive license to practice the invention set forth in the Patent and all related patents and applications.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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: August 5, 2022 | VPR BRANDS, LP |
| | | |
| | By: | /s/ Kevin Frija |
| | | Kevin Frija |
| | | Chief Executive Officer |
2
