8-K

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
	3.1	Certificate of Amendment, filed August 16, 2022 (effective August 17, 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.
Date: August 17, 2022	By:	/s/ Allan Marshall
		Allan Marshall
		Chief Executive Officer

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EXHIBIT INDEX

(d)	Exhibit No.	Description
	3.1	Certificate of Amendment, filed August 16, 2022 (effective August 17, 2022).
	104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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EX-3.1

EXHIBIT 3.1

 

 

 

 

XML

Cover	Aug. 17, 2022
Cover [Abstract]
Entity Registrant Name	UPEXI, INC.
Entity Central Index Key	0001775194
Document Type	8-K
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Emerging Growth Company	true
Document Period End Date	Aug. 17, 2022
Entity Ex Transition Period	false
Entity File Number	333-25526
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	83-3378978
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	353-5425
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	GRVI
Security Exchange Name	NASDAQ