UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 8-K

_________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)  

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 1, 2024

__________________

 

UPEXI, INC.

(Exact name of registrant as specified in its charter)

__________________

 

Nevada

 

333-25526

 

83-3378978

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

 

(701) 353-5425

(Registrant’s telephone number, including area code)

 

____________________________________________

(Former name or former address, if changed since last report)

_______________________________ 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

UPXI

NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

On August 1, 2024, Upexi, Inc. (the “Company”) (NASDAQ: UPXI) closed a sale transaction in which, effective as of June 30, 2024, it sold 100% of the outstanding stock of its wholly owned subsidiary E-Core Technology, Inc., a Florida corporation (d/b/a New England Technology, Inc.) (“Neti”), to E-Core Holdings, LLC, a Florida limited liability company (the “Buyer”) pursuant to the terms of an Agreement to Unwind Securities Purchase Agreement dated July 31, 2024 (the “Agreement”).  The principals of the Buyer are the three individuals from whom the Company acquired Neti in October 2022.  The purchase price in the transaction was $2,000,000 paid by the Buyer to the Company at closing.  In addition, in connection with the closing of the transaction (i) the Company was released as a guarantor from Neti’s commercial loan facility, and (ii) all subordinated promissory notes issued by the Company in connection with the Company’s initial acquisition of Neti were cancelled and any outstanding principal and interest thereunder was deemed paid in full.  The Agreement contains standard representations and warranties, conditions to closing, and covenants, for a transaction of this nature.

 

Item 8.01 Other Events.

 

On August 5, 2024, the Company issued a press release announcing its entry into the Agreement and the closing of the transactions set forth therein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

The information in Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1

 

Agreement to Unwind Securities Purchase Agreement, dated July 31, 2024.

99.1

 

Press Release dated August 5, 2024.

104

 

Cover page Interactive Data File (embedded within the Inline XBRL Document). 

 

 
2

 

 

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: August 5, 2024/s/ Andrew Norstrud

 

Andrew Norstrud 
 Chief Financial Officer 

 

 
3

 

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Cover
Aug. 01, 2024
Cover [Abstract]  
Entity Registrant Name UPEXI, INC.
Entity Central Index Key 0001775194
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Aug. 01, 2024
Entity Ex Transition Period false
Entity File Number 333-25526
Entity Incorporation State Country Code NV
Entity Tax Identification Number 83-3378978
Entity Address Address Line 1 3030 N. Rocky Point Drive
Entity Address Address Line 2 Suite 420
Entity Address City Or Town Tampa
Entity Address State Or Province FL
Entity Address Postal Zip Code 33607
City Area Code 701
Local Phone Number 353-5425
Security 12b Title Common Stock, par value $0.001
Trading Symbol UPXI
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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