Business Context and Reporting Period
This Form 8-K Current Report is filed by UPEXI, INC. (UPXI), a Delaware corporation listed on NASDAQ. The report covers events occurring on February 4, 2026, specifically regarding the termination of a material definitive agreement.
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes
- Termination of Agreement: On February 4, 2026, the Company delivered written notice to A.G.P./Alliance Global Partners ("AGP") terminating the Common Stock Purchase Agreement dated July 25, 2025.
- Effective Date: The termination will become effective at 5:00 p.m. Eastern Time on February 12, 2026.
- Reason for Termination: The agreement was terminated for convenience in accordance with Section 8.2 of the Agreement. The filing explicitly states this was not a result of any breach by either party.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on future operations, or specific risk factors beyond the termination event. The description of the termination is qualified by reference to the Termination Notice filed as Exhibit 99.1.
Investor Verification Checklist
- Review Exhibit 99.1 (Termination Notice) for specific terms and conditions of the termination.
- Verify the impact of the terminated Common Stock Purchase Agreement on the Company's capital structure and future financing plans.
- Confirm the effective date of February 12, 2026, to understand the timeline for any potential follow-up actions.
- Check subsequent filings for any new financing arrangements intended to replace the terminated agreement.