VPR Brands, LP. 8-K

What Happened

• On January 30, 2026 VPR Brands, LP and Elf Brand, LLC entered a Litigation Resolution Agreement with multiple defendants (including Shenzhen Weiboli, iMiracle and others) to settle pending disputes over the ELF mark and an electronic cigarette patent. Under the agreement the defendants will pay $5,250,000; VPR Brands will receive $3,200,000 of that amount after attorneys’ fees. The parties agreed to dismiss the named actions with prejudice upon receipt of the payment.
• As part of the settlement VPR Brands irrevocably assigned U.S. trademark No. 5,486,616 (the “’616 Trademark” for ELF) and related ELF-formative trademark registrations/applications to iMiracle, transferred related goodwill and certain assets at no additional consideration, and granted the defendants a fully paid, worldwide, irrevocable, non‑exclusive, perpetual license to U.S. patent No. 8,205,622 (the “’622 Patent”). The company may sell existing ELF inventory for 75 days after the agreement’s effective date but may not manufacture new ELF-branded products thereafter.

Key Details

• Total settlement consideration: $5,250,000; VPR Brands' net receipt: $3,200,000 after attorneys’ fees.
• Trademark assignment: VPR assigned U.S. Reg. No. 5,486,616 and related ELF-formative marks and goodwill to iMiracle.
• Patent license: Defendants granted a fully paid, worldwide, irrevocable, non-exclusive, perpetual license to U.S. Patent No. 8,205,622.
• Timeline actions: Dismissals with prejudice to occur within 1 business day after payment; 75‑day sell‑off window for existing inventory; trademark challenge withdrawals within 10 business days; U.S. application express abandonment to be filed within 14 days.

Why It Matters

• This settlement converts litigation exposure into near-term cash while ending ongoing disputes—reducing legal uncertainty and producing a one-time cash inflow of $3.2M to VPR after fees.
• It also transfers the ELF trademark and related goodwill away from VPR and grants a perpetual patent license to the defendants, which limits VPR’s future use and enforcement of those IP assets and prevents VPR from producing new ELF‑branded products moving forward. Investors should view this as a tradeoff: immediate cash and legal closure in exchange for relinquishing a brand and related IP that could have supported future revenue.