UPEXI, INC. Files 8-K on Security Holder Rights & Bylaws

TL;DR

UPEXI filed an 8-K on 9/27/24 covering changes to security holder rights and bylaws. Major corporate housekeeping.

AI Summary

On September 27, 2024, UPEXI, INC. filed an 8-K report detailing material modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company, formerly known as GROVE, INC., is incorporated in Nevada and its principal executive offices are located in Tampa, Florida.

Why It Matters

This 8-K filing indicates significant corporate governance changes or adjustments to security holder rights, which could impact investor confidence and the company's operational structure.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and bylaws can indicate significant internal changes that may carry inherent risks for investors.

Key Numbers

• 001-40535 — SEC File Number (Identifies the company's filing history with the SEC.)
• 83-3378798 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• UPEXI, INC. (company) — Registrant
• GROVE, INC. (company) — Former Company Name
• September 27, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• Tampa, FL (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — registered: Common Stock, par value, $0.001 UPXI NASDAQ Indicate by check mar

Filing Documents

• upxi_8k.htm (8-K) — 31KB
• upxi_ex31.htm (EX-3.1) — 2KB
• upxi_ex32.htm (EX-3.2) — 2KB
• upxi_ex32img2.jpg (GRAPHIC) — 223KB
• upxi_ex32img1.jpg (GRAPHIC) — 132KB
• upxi_ex31img1.jpg (GRAPHIC) — 133KB
• upxi_ex31img2.jpg (GRAPHIC) — 278KB
• 0001477932-24-005987.txt ( ) — 1221KB
• upxi-20240927.xsd (EX-101.SCH) — 6KB
• upxi-20240927_lab.xml (EX-101.LAB) — 15KB
• upxi-20240927_cal.xml (EX-101.CAL) — 1KB
• upxi-20240927_pre.xml (EX-101.PRE) — 10KB
• upxi-20240927_def.xml (EX-101.DEF) — 2KB
• upxi_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders The Board of Directors of Upexi, Inc., a Nevada corporation (the " Company "), has approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.001 per share (the " Common Stock "), and preferred stock, par value $0.001 per share (the " Preferred Stock "), at a ratio of 20-to-1 (the "Reverse Stock Split"). The Reverse Split will be effective at 12:01 am ET, October 3, 2024 (the " Effective Date "). Reasons for the Reverse Stock Split The Reverse Stock Split is being effected in order to reduce the number of shares and increase the share price in order to regain compliance with NASDAQ requirements for minimum share prices. Effects for the Reverse Stock Split Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective in the marketplace on the Effective Date, at which time the Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the trading symbol for the Common Stock will remain "UPXI". In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 39959A205. Split Adjustment; Treatment of Fractional" Shares. As a result of the Reverse Stock Split, every 20 shares of Common Stock issued and outstanding were automatically reclassified into one new share of common stock. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 20, with such resulting number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 3.1 Certificate of Change, dated September 11, 2024. 3.2 Certificate of Correction, dated September 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UPEXI, INC. Dated: September 27, 2024 /s/ Andrew Norstrud Andrew Norstrud Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR