UPEXI, INC. Files 8-K: Material Agreement & Equity Sales

TL;DR

UPEXI filed an 8-K on Nov 26, 2025, reporting a material agreement and equity sales. Watch for details.

AI Summary

UPEXI, INC. filed an 8-K on November 26, 2025, reporting a material definitive agreement, unregistered sales of equity securities, and other events. The company, formerly known as GROVE, INC., is incorporated in Delaware and headquartered in Tampa, Florida.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• UPEXI, INC. (company) — Registrant
• GROVE, INC. (company) — Former Company Name
• November 26, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Tampa, Florida (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share UPXI The Nasdaq Stock Mar
• $10,000,000 — es") for an aggregate purchase price of $10,000,000, representing a purchase price of $3.04
• $3.04 — 0,000, representing a purchase price of $3.04 per share of Common Stock and accompany
• $4.00 — of Common Stock at an exercise price of $4.00 per Warrant Share. The Warrants are imm
• $10 million — eceived gross proceeds of approximately $10 million from the Offering and may receive up to
• $13 million — ing and may receive up to an additional $13 million upon the cash exercise of the Warrants,
• $75,000 — any agreed to reimburse A.G.P for up to $75,000 of its legal fees and other out-of-pock
• $25,000 — le expenses incurred by A.G.P for up to $25,000 in connection with the Offering. Pursua

Filing Documents

• upxi_8k.htm (8-K) — 36KB
• upxi_ex41.htm (EX-4.1) — 85KB
• upxi_ex101.htm (EX-10.1) — 190KB
• upxi_ex102.htm (EX-10.2) — 40KB
• upxi_ex103.htm (EX-10.3) — 26KB
• upxi_ex991.htm (EX-99.1) — 10KB
• 0001477932-25-008713.txt ( ) — 579KB
• upxi-20251126.xsd (EX-101.SCH) — 5KB
• upxi-20251126_lab.xml (EX-101.LAB) — 14KB
• upxi-20251126_cal.xml (EX-101.CAL) — 1KB
• upxi-20251126_pre.xml (EX-101.PRE) — 9KB
• upxi-20251126_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. Securities Purchase Agreement On November 26, 2025, Upexi, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with a certain institutional investor (the "Purchaser") pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the "Offering"): (i) 3,289,474 shares of common stock (the "Shares"), par value $0.00001 per share (the "Common Stock"), and (ii) common stock purchase warrants (the "Warrants") to purchase up to 3,289,474 shares of Common Stock (the "Warrant Shares") for an aggregate purchase price of $10,000,000, representing a purchase price of $3.04 per share of Common Stock and accompanying Warrant. Each Warrant is exercisable for one share of Common Stock at an exercise price of $4.00 per Warrant Share. The Warrants are immediately exercisable, and may be exercised at any time until all of the Warrants issued in the Offering are exercised in full. The Company intends to use the net proceeds from the Offering for working capital, general corporate purposes and internally managed, Solana (SOL) maximum return strategy. A.G.P/Alliance Global Partners ("A.G.P" or the "Placement Agent") acted as the sole placement agent in connection with the Offering. The Shares and the Warrants were offered and sold pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Pursuant to the Purchase Agreement, for a period of 15 days after the effective date of the Resale Registration Statement (as defined below), the Company agreed not to (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, excluding any agreement related to an equity line of credi

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information contained above in Item 1.01 relating to the issuance of the Shares and the Warrant Shares is hereby incorporated by reference into this Item 3.02. Neither this Current Report on Form 8-K nor any exhibit attached hereto constitutes an offer to sell or the solicitation of an offer to buy any securities of the Company.

01 Other Events

Item 8.01 Other Events. On November 26, 2025, the Company issued a press release announcing the Offering. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Exhibits Number Description 4.1 Form of Common Stock Purchase Warrant 10.1 Form of Securities Purchase Agreement, dated as of November 26, 2025, between Upexi, Inc. and the Purchaser (as defined therein) 10.2 Placement Agency Agreement, dated November 26, 2025, between Upexi, Inc. and A.G.P/Alliance Global Partners 10.3 Form of Lock-Up Agreement 99.1 Press Release dated November 26, 2025 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 hereunto duly authorized. UPEXI, INC. Date: December 1, 2025 By: /s/ Andrew Norstrud Name: Andrew Norstrud Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR