Item 1.01. Entry into a Material Definitive Agreement.

On September 30, 2022, VPR Brands, LP (the "Company") entered into a Settlement Agreement (the "Settlement Agreement") by and between the Company on the one hand, and MONQ, LLC ("MONQ") on the other hand. The Company previously filed a lawsuit in the United States District Court for the Middle District of Tennessee (Civil Action No. 3:21-cv-00172) alleging patent infringement of the Company's U.S. Patent No. 8,205,622 (the "Patent") by MONQ (the "Action"). Pursuant to the terms of the Settlement Agreement, the Company and MONQ agreed to settle the Action, and MONQ agreed to pay the Company $275,000 (the "Settlement Sum") per the following schedule (the "Payment Schedule"):

$25,000   On or before October 10, 2022
$25,000   On or before November 1, 2022
$25,000   On or before December 1, 2022
$25,000   On or before January 1, 2023
$25,000   On or before February 1, 2023
$25,000   On or before March 1, 2023
$15,000   On or before April 1, 2023
$15,000   On or before May 1, 2023
$15,000   On or before June 1, 2023
$15,000   On or before July 1, 2023
$15,000   On or before August 1, 2023
$15,000   On or before September 1, 2023
$15,000   On or before October 1, 2023
$10,000   On or before November 1, 2023
$10,000   On or before December 1, 2023

In exchange for the Settlement Sum, the Company granted to MONQ a non-exclusive license through and including September 30, 2022 for MONQ's use of the Patent and all related patents and applications. Failure to make a payment in accordance with the Payment Schedule will automatically result in a breach of the Settlement Agreement. To retain the non-exclusive license, MONQ must pay the outstanding balance in accordance with the Payment Schedule within 10 business days. Failure to make payment after 10 business days will result in revocation of the non-exclusive license.

Subject to full receipt of the Settlement Sum, the Company also granted to MONQ a non-exclusive and non-assignable license to the Patent to allow MONQ to continue to make, use, sell, offer for sale, import, export, supply, lease, distribute, purchase, perform, provide, display, transmit, or otherwise practice the Patent with respect to manufacturing, marketing and selling its devices.

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 Statements and Exhibits





(d) Exhibits



Exhibit
Number    Description

10.1        Settlement Agreement dated as of September 30, 2022, by and between
          VPR Brands, LP and MONQ, LLC.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).




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