EXHIBIT 3.1
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 17, 2022
_______________________________
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.) |
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)
Grove, Inc.
(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 |
| GRVI |
| 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 5.03. Amendment to Articles of Incorporation and By-Laws.
Effective as of August 17, 2022, Grove, Inc. (the “Company”) changed its name to Upexi, Inc. The Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to effectuate the name change. A copy of the Certificate of Amendment is attached hereto as an exhibit.
Item 8.01. Other Events.
In connection with the name change, effective as of August 17, 2022, the Company changed its Nasdaq trading symbol from “GRVI” to “UPXI”.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are furnished with this report:
(d) | Exhibit No. |
| Description |
|
|
|
|
|
| Certificate of Amendment, filed August 16, 2022 (effective August 17, 2022). | |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 2 |
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. |
| |
|
|
|
|
Date: August 17, 2022 | By: | /s/ Allan Marshall |
|
|
| Allan Marshall |
|
|
| Chief Executive Officer |
|
| 3 |
EXHIBIT INDEX
(d) | Exhibit No. |
| Description |
|
|
|
|
|
| Certificate of Amendment, filed August 16, 2022 (effective August 17, 2022). | |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 4 |
EXHIBIT 3.1