VPR BRANDS, LP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01.Entry into a Material Definitive Agreement.

On January 25, 2022, VPR Brands, LP (the "Company") issued a promissory note in the principal amount of $100,001 (the "January 25 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, in exchange for the receipt of $100,001. The principal amount due under the January 25 Note bears interest at the rate of 24% per annum, and the January 25 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 January 25, 2023. The January 25 Note is unsecured.

The foregoing description of the January 25 Note does not purport to be complete and is qualified in its entirety by reference to the January 25 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.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number     Description
  10.1     Promissory Note dated January 25, 2022 issued by VPR Brands, LP to
           Kevin Frija.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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