Item 8.01. Other Events.
Due to the outbreak of coronavirus disease
2019 (COVID-19), VPR Brands, LP (the “Company”) is filing this Current Report on Form 8-K to avail itself of an extension
to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (the “Quarterly Report”), originally
due on May 15, 2020, relying on an order issued by the Securities and Exchange Commission (the “SEC”) on March 25,
2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465) (the “Order”),
regarding exemptions granted to certain public companies.
The Company’s operations and business
have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout world, including
in the United States, and thus the Company’s business operations have been disrupted and it is unable to timely review and
prepare the Company’s unaudited financial statements for the quarterly period ended March 31, 2020.
In December 2019, a novel strain of coronavirus
was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world,
including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the COVID-19 coronavirus
disease a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization
characterized the outbreak as a “pandemic”. The Company has been following the recommendations of local health authorities
to minimize exposure risk for its employees for the past several weeks, including the temporary closures of facilities and having
the Company’s employees work remotely to the extent possible. As a result, the Company’s books and records were not
easily accessible, resulting in delays in preparation and completion of its unaudited financial statements. Further, the various
governmental mandatory closures of businesses have precluded the Company’s personnel, particularly its accounting staff,
from obtaining access to books and records necessary to prepare the Company’s unaudited financial statements that comprise
the essence of the Quarterly Report.
As such, the Company will be relying upon the
45-day grace period provided by the SEC’s Order to delay filing of the Quarterly Report. The Company will file its Quarterly
Report no later than June 29, 2020, 45 days after the original due date of the Quarterly Report.
The Company is supplementing its risk factors
previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with the following
risk factor:
Public health pandemics, epidemics
or outbreaks, such as COVID-19, or coronavirus, could adversely impact our business.
In December 2019, a novel strain
of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China
and caused significant disruptions to its economy, it has now spread to several other countries, including the United States, and
infections have been reported globally. The spread of COVID-19 has affected segments of the global economy and may affect our operations.
Our business has been disrupted,
but the extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and
cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity
of the coronavirus and the actions to contain the coronavirus or treat its impact. International stock markets have begun to reflect
the uncertainty associated with the slow-down in world economies, including that of the U.S.
The COVID-19 outbreak is a widespread
health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn
that could materially impact our operating results.
Cautionary Note Regarding Forward-Looking
Statements
Certain of the statements contained in this
report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,”
“will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,”
“plan,” “project,” “could,” “should,” “would,” “continue,”
“seek,” “target,” “guidance,” “outlook,” “if current trends continue,”
“optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements
about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements
that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and
expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position
and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties
include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2018, as the same may be updated from time to time in the Company’s filings with the SEC, and other risks and uncertainties
listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is
not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ
materially from those discussed. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may
have on the Company’s operations and economic activity in general. The Company does not assume any obligation to publicly
update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors
affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date
hereof or as of the dates indicated in the statement.
