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): January 24, 2025

 

_______________________________

 

UPEXI, INC.

(Exact name of registrant as specified in its charter)

 

_______________________________

 

Nevada

 

001-40535

 

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)

 

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

 

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 7.01 Regulation FD Disclosure.

 

Item 8.01 Other Events.

 

On January 24, 2025, the Upexi, Inc. (the “Company”) issued a press release. The Company has added James Altucher, a well-known industry professional, to advise on its newly announced digital currency holding company, which invests in Bitcoin and other coins with strong utility and high growth potential. 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 7.01 and 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.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

Exhibit Description

99.1

Press Release of Upexi, Inc., dated January 24, 2025

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 hereunto duly authorized.

 

 

UPEXI, INC.

 

 

 

 

Dated: January 27, 2025

/s/ Andrew J. Norstrud

 

 

Name: Andrew J. Norstrud

 

 

Title: Chief Financial Officer

 

 

 

3

 

EXHIBIT 99.1

 

 

Upexi Appoints Industry Expert, James Altucher, as Advisor to Guide Strategic Digital Treasury Portfolio Management

 

James Altucher, an early crypto enthusiast, best-selling author, and serial entrepreneur, brings a one-of-a-kind perspective ideally suited to navigating emerging digital currency opportunities

 

TAMPA, FL, January 24, 2025 (ACCESSWIRE)— Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products, has added James Altucher, a well-known industry professional, to advise on its newly announced digital currency holding company, which invests in Bitcoin and other coins with strong utility and high growth potential.

 

The Company has launched a multi-tiered go-to-market strategy, with at least 50% of its primary portfolio invested in Bitcoin. The remaining portfolio is diversified across various cryptocurrencies, including Ethereum, Solana, Aave, Chainlink, Render, and others. Adding a veteran advisor like James Altucher should help strengthen the strategy decisions and bring insight that current management doesn’t have access to daily.

 

James is a successful entrepreneur, venture capitalist, and best-selling author. He was an early proponent of Bitcoin. In a 2013 CNBC interview, he encouraged investors to consider adding it to their portfolio and later became a seed investor in Filecoin.

 

James said, “The worldwide financial landscape is evolving rapidly. Picks and shovels of crypto tokens will be the primary keys for creating the new blockchain-based digital landscape. Upexi recognizes that we are still in the first inning for these tokens. I'm excited to work with the Company on implementing this strategy and growing shareholder value through a unique and diversified digital treasury that draws on my decade-plus experience in the crypto universe.”

 

Andrew Norstrud, Upexi's Chief Financial Officer, stated, “The Crypto Currency industry is changing and maturing quickly. The addition of someone so deeply ingrained in the industry is a great start to our newly announced initiatives. We look forward to actively keeping our shareholders updated as we execute an aggressive strategy to enter the space.”

 

About Upexi, Inc.:

Upexi is a brand owner specializing in the development, manufacturing and distribution of consumer products.

 

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 Norstrud, Chief Financial Officer

Email: andrew.norstrud@upexi.com

Phone: (702) 332-5591

 

Investor Relations Contact

KCSA Strategic Communications

Valter Pinto, Managing Director

Email: Upexi@KCSA.com

Phone: (212) 896-1254