Item 1.01Entry into a Material Definitive Agreement.

On January 18, 2022, VPR Brands, LP (the "Company") issued a promissory note in the principal amount of $100,001 (the "January 18 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 18 Note bears interest at the rate of 24% per annum, and the January 18 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 18, 2023. The January 18 Note is unsecured.

On January 19, 2022, the Company issued a promissory note in the principal amount of $100,001 (the "January 19 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. The principal amount due under the January 19 Note bears interest at the rate of 24% per annum, and the January 19 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 19, 2023. The January 19 Note is unsecured.

The foregoing description of the January 18 Note and January 19 Note does not purport to be complete and is qualified in its entirety by reference to the January 18 Note and the January 19 Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 2.03Creation 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 18, 2022 issued by VPR Brands, LP to
          Kevin Frija.
10.2      Promissory Note dated January 19, 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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