Washington, D.C. 20549









Pursuant to Section 13 or 15(d)


of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 31, 2022





(Exact name of registrant as specified in its charter)









(State or Other Jurisdiction of Incorporation)


(Commission File Number)


(I.R.S. Employer Identification No.)


17129 US Hwy 19 N.

Clearwater, FL 33760

(Address of Principal Executive Offices) (Zip Code)


(701) 353-5425

(Registrant's telephone number, including area code)


Not Applicable

(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 obligation 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




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 1.02 Termination of a Material Definitive Agreement.


On October 31, 2022, Grove, Inc. (the “Company”) entered into a Letter Agreement pursuant to which it paid in full all amounts owed to two accredited investors from which the Company originally received $7,500,000, less fees and costs. The related convertible notes and all security interests have been cancelled, and the Company intends to promptly terminate the related Form S-3 registration statement.


Item 8.01 Other Events.


On November 3, 2022, the Company issued a press release announcing the payment in full of all amounts outstanding under certain convertible notes entered into by the Company in June 2022, 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.


Exhibit No.

Exhibit Description



Press Release issued by Upexi, Inc., dated November 3, 2022.



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








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.









Date: November 3, 2022


/s/ Allan Marshall




Allan Marshall




Chief Executive Officer and Chairman






Historical Stock Chart
From Dec 2022 to Jan 2023 Click Here for more Grove Charts.
Historical Stock Chart
From Jan 2022 to Jan 2023 Click Here for more Grove Charts.