Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2022, VPR Brands, LP (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") by and between the Company and BRMS, LLC ("BRMS"). Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, and BRMS agreed to purchase, the Company's right, title and interest in and to $300,000 of the Company's future receivables, for a purchase price of $250,000.

The Purchase Agreement contains customary representations, warranties and covenants.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase 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        Purchase Agreement dated as of October 28, 2022, by and between VPR
          Brands, LP and BRMS, LLC.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).




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