VPR Brands, LP. 8-K

What Happened

• On April 28, 2026 VPR Brands, LP’s general partner, Soleil Capital Management L.L.C., executed a Third Amendment to the Limited Partnership Agreement to revise the Company’s Class A preferred unit terms. The amendment increases authorized Class A preferred units, lowers stated value per unit, removes a mandatory annual dividend and changes conversion mechanics and liquidation rights.

Key Details

• Authorized units and stated value: authorized Class A preferred units increased from 1,000,000 to 250,000,000; stated value reduced from $2.00 to $1.00 per unit.
• Dividends & liquidation: annual dividend eliminated; Class A units now have no preferential liquidation rights and rank pari passu with common units.
• Voting & transfer: Class A units have no voting or management rights (except as required by law) and are non-transferable without the Company’s prior written consent.
• Conversion: Class A units convert into common units once the common unit closing price for 20 consecutive trading days is ≥ $1.15 (the “Conversion Commencement Date”), subject to a 4.99% equity blocker (waivable by holder with 61 days’ notice). If the Conversion Commencement Date has not occurred by July 31, 2030, conversion will not be available. The amendment replaces the prior conversion formula (previously tied to 85% of a 5-day VWAP and the $2.00 stated value).

Why It Matters

• The amendment materially changes holders’ rights and the Company’s capital structure: the large increase in authorized preferred units and the new conversion trigger create a greater potential for equity dilution if those units convert.
• Removal of the annual dividend and elimination of liquidation preference reduce protections that previously favored Class A holders and align them more closely with common unit economics.
• Retail investors should note the new conversion threshold ($1.15 for 20 consecutive trading days), the July 31, 2030 cutoff, and monitor filings/exhibits (Third Amendment filed as Exhibit 3.1) for the number of outstanding Class A units and any future actions that could affect common unit ownership or value.