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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of the Securities Exchange Act of 1934
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Item 2.01 Completion of Acquisition or Disposition of Assets
On June 13, 2024, Upexi, Inc. (the “Company”) (NASDAQ: UPXI) closed a sale transaction in which it sold 100% of the outstanding stock of its wholly owned subsidiary VitaMedica, Inc., a Nevada corporation, to a buyer group consisting of Nutra Products LLC, a Florida limited liability company, MFA Holdings Corp. a Florida corporation, and 1000915944 Ontario Inc. an Ontario, Canada corporation (collectively the “Buyers”) pursuant to the terms of a Stock Purchase Agreement dated June 1, 2024. MFA Holdings, Corp. is controlled by Allan Marshall, the Company’s CEO and Chairman.
The purchase price in the sale transaction was $6,000,000, of which (i) $4,000,000 was paid in cash at closing, (ii) $1,000,000 is in the form of promissory notes issued by the Buyers to the Company, which promissory notes are payable in full on the 1 year anniversary of issuance, and (iii) $1,000,000 is payable by the Buyers on the 15 month anniversary of the closing, subject to working capital adjustment.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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, thereunto duly authorized.
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| UPEXI, INC. |
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Dated: June 17, 2024 |
| /s/ Andrew Nostrud |
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| Andrew Norstrud |
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| Chief Financial Officer |
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