Form 8-K - Current report

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): June 13, 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))

Item 2.01 Completion of Acquisition or Disposition of Assets

On June 13, 2024, Upexi, Inc. (the “Company”) (NASDAQ: UPXI) closed a sale transaction in which it sold 100% of the outstanding stock of its wholly owned subsidiary VitaMedica, Inc., a Nevada corporation, to a buyer group consisting of Nutra Products LLC, a Florida limited liability company, MFA Holdings Corp. a Florida corporation, and 1000915944 Ontario Inc. an Ontario, Canada corporation (collectively the “Buyers”) pursuant to the terms of a Stock Purchase Agreement dated June 1, 2024. MFA Holdings, Corp. is controlled by Allan Marshall, the Company’s CEO and Chairman.

The purchase price in the sale transaction was $6,000,000, of which (i) $4,000,000 was paid in cash at closing, (ii) $1,000,000 is in the form of promissory notes issued by the Buyers to the Company, which promissory notes are payable in full on the 1 year anniversary of issuance, and (iii) $1,000,000 is payable by the Buyers on the 15 month anniversary of the closing, subject to working capital adjustment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1	Stock Purchase Agreement, dated as of June 1, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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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: June 17, 2024		/s/ Andrew Nostrud
		Andrew Norstrud
		Chief Financial Officer

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Cover	Jun. 13, 2024
Cover [Abstract]
Entity Registrant Name	UPEXI, INC.
Entity Central Index Key	0001775194
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 13, 2024
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	353-5425