Business Context and Reporting Period
This Form 8-K Current Report is filed by UPEXI, INC. (UPXI), a Delaware corporation and emerging growth company, for the reporting period ending December 26, 2025. The filing primarily addresses the termination of a material definitive agreement and other corporate events.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on legal and operational events rather than financial performance data.
Material Changes and Events
Termination of Asset Management Agreement
- Event: GSR Strategies LLC (the "Asset Manager") notified Upexi, Inc. that the Asset Management Agreement (AMA) dated April 23, 2025, was terminated effective December 26, 2025.
- Background of Dispute:
- On October 3, 2025, Upexi notified GSR of alleged defaults under the AMA; GSR disputes these allegations.
- On October 27, 2025, GSR notified Upexi of alleged defaults by the Company; Upexi disputes these allegations.
- Legal Proceedings:
- Upexi filed an Arbitration Demand on November 26, 2025.
- On December 30, 2025, GSR filed Counterclaims in the arbitration asserting damages.
- Upexi intends to vigorously defend against these counterclaims.
Other Events
- On December 30, 2025, the Company announced it will ring the Nasdaq Closing Bell at the Nasdaq MarketSite in Times Square, New York, on January 5, 2026.
Guidance, Outlook, and Risks
The filing does not contain financial guidance or forward-looking outlook statements regarding revenue or earnings. The primary risk disclosed is the ongoing arbitration and counterclaims related to the terminated Asset Management Agreement, which may result in asserted damages against the Company.
Investor Verification Checklist
- Review the full text of the Asset Management Agreement (Exhibit 10.1) to understand the specific terms and default provisions in dispute.
- Monitor the status of the arbitration proceeding and the nature of the counterclaims filed by GSR Strategies LLC.
- Assess the potential financial impact of the terminated agreement and any resulting damages on future operations.
- Verify the Company's liquidity position in light of the legal dispute, as no current financial data is provided in this filing.