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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Item 8.01 Other Events
On August 22, 2025, Upexi, Inc. (the “Company”) executed and closed an agreement with Alpha Exchange, a next-generation cryptocurrency trading platform built to serve both new and experienced investors, under which the Company invested $750,000 in exchange for a royalty equal to 14.9% of all future gross revenue generated by Alpha Exchange Platform. The agreement also provides for two additional investments: an additional $250,000 upon completion of the platform and achievement of 10,000 active users, which would increase the Company’s royalty interest to 19.9% of gross revenue, and another additional $250,000 investment upon the achievement of 25,000 active users. At that stage, the Company will have the option to either maintain its 19.9% royalty in perpetuity or convert a portion of its interest into a 9.99% equity stake in Alpha Exchange on a fully diluted basis.
The information in Item 8.01 is being furnished and shall not be deemed “filed” for 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 | |
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. |
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Dated: August 27, 2025 |
| /s/ Andrew J. Norstrud |
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| Name: Andrew J. Norstrud |
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| Title: Chief Financial Officer |
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