Current Report Filing (8-k)
12 December 2019 - 6:40AM
Edgar (US Regulatory)
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): December 9, 2019
VPR
BRANDS, LP
(Exact
name of registrant as specified in its charter)
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Delaware
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000-54435
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45-1740641
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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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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[ ]
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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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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. [ ]
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
December 9, 2019, VPR Brands, LP, a Delaware limited partnership (the “Company”), issued a promissory note in the
principal amount of $100,001 (the “Note”) to Kevin Frija, who is the Company’s Chief Executive Officer, President,
principal financial officer, principal accounting officer and Chairman of the Board, and a significant stockholder of the Company.
The principal amount due under the Note bears interest at the rate of 24% per annum, and the Note permits Mr. Frija to deduct
one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and
accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on December 9, 2020. The Note is unsecured.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, 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.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
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Item
9.01
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Financial
Statements and Exhibits
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(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.
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Dated:
December 11, 2019
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VPR
BRANDS, LP
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By:
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/s/
Kevin Frija
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Kevin
Frija
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Chief
Executive Officer and Chief Financial Officer
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