UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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. | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
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SIGNATURE
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. |
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Date: November 3, 2022 | By: | /s/ Allan Marshall |
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| Allan Marshall |
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| Chief Executive Officer and Chairman |
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EXHIBIT 99.1
Upexi Eliminates Outstanding Balance on $15 Million Senior Secured Debt and Plans to Terminate Underlying Registration Statement
Balance Sheet strengthened and approximately
$900,000 in annualized interest savings is expected
Clearwater, FL / November 3, 2022 / Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted brand owner and innovator in aggregation, today announced the payoff of the outstanding balance on its $15 million senior secured debt facility, its plans to terminate the registration statement covering the loan, and the termination of the agreement with lenders. The elimination of this loan is expected to reduce annualized interest expense by approximately $900,000.
The sale of CBD assets gave the company flexibility to cut overall expenses.
Allan Marshall, CEO of Upexi, commented, “Our team’s focus is to maximize every percentage point of expense and margin for overall maximum profitability. Our current balance sheet allows Upexi to work with commercial lenders at a more attractive rate going forward.”
About Upexi, Inc.
Upexi is a multi-faceted brand owner with established brands in the health, wellness, pet, beauty, and other growing markets. We operate in emerging industries with high growth trends and look to drive organic growth of our current brands. We focus on direct to consumer and Amazon brands that are scalable and have anticipated, high industry growth trends. Our goal is to continue to accumulate consumer data and build out a significant customer database across all industries we sell into. The growth of our current database has been key to the year over year gains in sales and profits. To drive additional growth, we have and will continue to acquire profitable Amazon and eCommerce businesses that can scale quickly and reduce costs through corporate synergies. We utilize our in-house, SaaS programmatic ad technology to help achieve a lower cost per acquisition and accumulate consumer data for increased cross-selling between our growing portfolio of brands.
Forward Looking Statements:
This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations, or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Company Contact
Andrew Nortstrud
Chief Financial Officer
andrew.norstrud@upexi.com
Investor Relations Contact
KCSA Strategic Communications
Valter Pinto or Jack Perkins
Email: Upexi@KCSA.com
Phone: (212) 896-1254
Cover |
Oct. 31, 2022 |
|---|---|
| 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 | Oct. 31, 2022 |
| Entity Ex Transition Period | false |
| Entity Incorporation State Country Code | NV |
| Entity Tax Identification Number | 83-3378978 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity File Number | 333-25526 |
| Entity Address Address Line 1 | 17129 US Hwy 19 N |
| Entity Address City Or Town | Clearwater |
| Entity Address State Or Province | FL |
| Entity Address Postal Zip Code | 33760 |
| 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 |