UPEXI, INC. Files 8-K for Material Definitive Agreement

TL;DR

UPEXI, INC. signed a big deal on 8/25/25. 8-K filed.

AI Summary

On August 25, 2025, UPEXI, INC. entered into a material definitive agreement. The company, formerly known as GROVE, INC., is incorporated in Delaware and headquartered in Tampa, Florida. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant business development for UPEXI, INC., potentially impacting its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-40535 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-3378978 — EIN (Employer Identification Number for UPEXI, INC.)

Key Players & Entities

• UPEXI, INC. (company) — Registrant
• GROVE, INC. (company) — Former company name
• August 25, 2025 (date) — Date of earliest event reported
• 3030 N. Rocky Point Drive, Suite 420 Tampa, FL 33607 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — ich registered Common Stock, par value $0.00001 UPXI NASDAQ Indicate by check mar

Filing Documents

• upxi_8k.htm (8-K) — 24KB
• upxi_ex101.htm (EX-10.1) — 22KB
• upxi_ex102.htm (EX-10.2) — 69KB
• 0001477932-25-006234.txt ( ) — 255KB
• upxi-20250825.xsd (EX-101.SCH) — 5KB
• upxi-20250825_lab.xml (EX-101.LAB) — 15KB
• upxi-20250825_cal.xml (EX-101.CAL) — 1KB
• upxi-20250825_pre.xml (EX-101.PRE) — 9KB
• upxi-20250825_def.xml (EX-101.DEF) — 2KB
• upxi_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On August 25, 2025, Upexi, Inc. (the "Company") and Purchasers came to an agreement to amend that certain Securities Purchase Agreement, dated as of July 11, 2025 (the "Securities Purchase Agreement"), to 1) provide for the Purchasers to grant a one-time waiver from compliance with the provisions of Section 4.12 of the Securities Purchase Agreement; 2) amend and restate the definition of "Exempt Issuance" in Section 1.1 of the Securities Purchase Agreement; and 3) require the Company to issue to each Purchaser a greenshoe instrument to purchase up to a number of shares of the Company's Common Stock equal to 25% of such Purchaser's initial Subscription Amount under the Securities Purchase Agreement. The information in Item 1.01, including Exhibit 10.1 and 10.2 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Exhibit Description 10.1 Waiver and Amendment Agreement 10.2 Form of Greenshoe Instrument 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 2

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 hereunto duly authorized. UPEXI, INC. Dated: August 26, 2025 /s/ Andrew J. Norstrud Name: Andrew J. Norstrud Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR