UPEXI, INC. current report, 29 June 2021

Full document

UPEXI, Inc. (formerly Grove, Inc.) — Form 8-K Summary

Business context and reporting period

This Form 8-K reports events occurring on or around June 29, 2021, with the report signed July 2, 2021. The filing identifies the registrant as Grove, Inc.; the request identifies the company as UPEXI, Inc. The company is a Nevada corporation and an emerging growth company.

Material transactions and financial metrics

  • On June 29, 2021, the company entered into a Note Conversion Agreement covering certain outstanding convertible promissory notes.
  • Unpaid principal and accrued interest under the covered notes will be converted into common stock at $5.00 per share.
  • The filing text does not provide the amount of notes converted, accrued interest, number of shares to be issued, or resulting capitalization.
  • The filing does not provide revenue, profit, cash flow, margins, debt balances, liquidity, or other operating metrics.

Other developments, outlook, and risks

  • The company announced a non-binding letter of intent to acquire Vitamedica, described as an online seller of supplements.
  • The filing does not provide the proposed purchase price, consideration, financing terms, closing conditions, timetable, or probability of completion for the Vitamedica transaction.
  • On July 2, 2021, CEO Allan Marshall participated in an interview concerning the company’s offering and listing of its common stock on The Nasdaq Capital Market.
  • The Vitamedica transaction is non-binding and remains subject to further negotiations and customary conditions; completion is not assured.
  • Items 7.01 and 8.01, including the press release, are furnished rather than filed for Exchange Act Section 18 purposes unless specifically incorporated by reference.

Most important facts to verify

  • Review Exhibit 10.1 to determine the principal and accrued interest converted, shares issuable, holder participation, and any related conditions.
  • Review Exhibit 99.1 for the full terms, strategic rationale, and conditions of the Vitamedica LOI.
  • Confirm the company’s legal name and any subsequent name change from Grove, Inc. to UPEXI, Inc.
  • Assess the dilution and capitalization impact of the $5.00-per-share note conversion.
  • Verify the status, financing, and closing prospects of the proposed Vitamedica acquisition.