UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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 1.02 — Termination of a Material Definitive Agreement
On February 4, 2026, Upexi, Inc. (the “Company”) delivered written notice to A.G.P./Alliance Global Partners (“AGP”) terminating the Common Stock Purchase Agreement dated July 25, 2025 between the Company and AGP (the “Agreement”), pursuant to Section 8.2 thereof.
The termination will become effective at 5:00 p.m. Eastern Time on February 12, 2026. The Agreement was terminated for convenience in accordance with its terms and not as a result of any breach by either party.
The foregoing description of the termination is qualified in its entirety by reference to the termination notice, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
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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 hereunto duly authorized.
| UPEXI, INC. |
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Dated: February 4, 2026 |
| /s/ Andrew J. Norstrud |
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| Name: Andrew J. Norstrud |
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| Title: Chief Financial Officer |
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