VPRB VPR Brands LP (QB)

Item 8.01. Other Events.

On April 20, 2023, VPR Brands, LP (the “Company”) entered into a Litigation Resolution Agreement and Distributor License (the “Agreement”) by and between the Company and Safa Goods LLC (“Safa”). The Company previously filed (i) a lawsuit in the United States District Court for the Southern District of Florida (Case No. 9:22-cv-81576-AMC) alleging trademark and patent infringement against Shenzhen Weiboli Technology Co. Ltd. (“Weiboli”) and its U.S. master distributors of certain e-cigarette products, and (ii) related cases in the Southern District of Florida against the same defendants, affiliates of defendants, or other distributors of ELFBAR products and products branded using the Company’s registered trademark ELF (collectively, the “Actions”). Pursuant to the terms of the Agreement, the Company and Safa agreed to settle the Actions. Safa agreed to pay the Company, in 18 equal monthly installments, $5,300,197 based on the defendants’ sales of infringing products and an additional $50,000 for the Company’s attorneys’ fees. The Company also granted to Safa a three-year license to the Company’s registered trademark ELF and its U.S. patent number 8,205622 in the U.S. in exchange for payment of a royalty as follows: (i) 9% until Weiboli and the Weiboli affiliates resolve litigation with the Company, if existing or future licensed products is/was purchased by Safa from Weiboli; (ii) 4.5% following resolution of the Weiboli litigation; and (iii) 4.5% if purchased from ELF Brand LLC or other Company appointed suppliers to be determined.