VPRB · VPR Brands, LP

On April 28, 2026, the General Partner of VPR Brands, LP executed the Third Amendment to the Limited Partnership Agreement, materially altering the terms of the Class A preferred units. The amendment authorizes a substantial increase in Class A preferred units from 1,000,000 to 250,000,000, while reducing the stated value from $2.00 to $1.00 per unit. The restructuring strips the Class A preferred units of their previous financial preferences: the annual dividend is eliminated, and the units no longer hold preferential rights upon liquidation or dissolution, instead ranking pari passu with common units. Voting rights remain absent, and transferability is restricted without Company consent. Conversion rights were significantly revised; the previous variable conversion formula based on 85% of the 5-day VWAP is replaced by a fixed Conversion Price of $1.15. Conversion is contingent on the common stock trading at or above $1.15 for 20 consecutive trading days and is subject to a 4.99% ownership blocker. If the conversion trigger is not met by July 31, 2030, the conversion right expires. These changes fundamentally modify the security holder rights, potentially facilitating future financing or strategic transactions while reducing the preferential economic features of the Class A preferred stock.