8-K - UPXI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2025

UPEXI, INC.
(Exact name of registrant as specified in its charter)
Nevada	001-40535	83-3378978
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(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

(701) 353-5425

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	UPXI	NASDAQ

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 7.01 Regulation FD Disclosure

Item 8.01 Other Events.

On May 29, 2025, Upexi, Inc. (the “Company”) issued a press release. The Company announced that it has selected GMI Digital as its crypto-native marketing and design service provider. A copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

On May 30, 2025, the Company issued a press release announcing that management will present at the iAccess Alpha Virtual Best Ideas Summer Investment Conference 2025 on June 24 and 25, 2025. A copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

The information in Item 7.01 and Item 8.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release of Upexi, Inc., dated May 29, 2025
99.2	Press Release of Upexi, Inc., dated May 30, 2025
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.
Dated: May 30, 2025	/s/ Andrew J. Norstrud
	Name: Andrew J. Norstrud
	Title: Chief Financial Officer
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upxi_ex991.htm EXHIBIT 99.1

Upexi Partners with Crypto-Native Marketing and Design Firm, GMI Digital, to Drive Solana-Focused Strategy

Collaboration to strengthen Upexi’s engagement with both institutional and crypto-native audiences

TAMPA, FL – May 29, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that it has selected GMI Digital as its crypto-native marketing and design service provider.

As Upexi advances its Solana-first strategy—offering investors scalable, transparent, and compliant exposure to $SOL—GMI Digital will lead initiatives across brand identity, digital presence, product UX/UI, and social media storytelling. The collaboration aims to sharpen Upexi’s narrative and strengthen its engagement with both institutional and crypto-native audiences.

“As we scale Upexi’s vision to become the premier public company for Solana exposure, it was clear we needed a partner who deeply understands this ecosystem,” said Allan Marshall, CEO of Upexi. “GMI Digital stands out with a rare combination of crypto-native insight and executional excellence across design, product, and marketing. Their expertise makes them an ideal partner to sharpen our messaging strategy and connect with the communities that matter.”

GMI Digital is a full-service crypto-native design and marketing firm that works with protocols, trading firms, and top-tier venture funds to elevate their digital presence, refine product experiences, and scale go-to-market efforts. Headquartered in New Jersey with global operations, GMI supports clients around the world.

“We’re proud to partner with a team that understands both crypto culture and public company communication,” said Emily Readey, Principal and Head of Design at GMI Digital. “At GMI, we collaborate with some of the most ambitious teams in crypto—from early-stage projects to institutional trading desks—across product design, web development, and brand systems. Upexi is building something unique at the intersection of public markets and Solana, and we’re thrilled to help tell that story to the world.”

GMI Digital’s track record mixes technical fluency with sharp design execution and high-impact storytelling. Their design ethos blends clarity, usability, and deep crypto context—skills now fueling GMI’s impact across the industry. Together, Upexi and GMI aim to set a new standard for what a crypto-native public company looks like.

About Upexi, Inc.

Upexi is a brand owner specializing in the development, manufacturing, and distribution of consumer products. The Company has entered the Cryptocurrency industry and cash management of assets through a Cryptocurrency Portfolio. For more information on Upexi’s treasury strategy and future developments, visit www.upexi.com.

Follow Upexi on X - https://twitter.com/upexitreasury

Follow CEO, Allan Marshall, on X - https://x.com/marshall_a22015

Follow CSO, Brian Rudick, on X - https://x.com/thetinyant

About GMI Digital

GMI Digital is a crypto-native marketing and design studio headquartered in New Jersey with offices in Barcelona and Como, Italy. The firm serves leading protocols, trading firms, and venture funds across the digital asset ecosystem. From product and brand design to social and UX/UI strategy, GMI helps the next generation of internet-native businesses scale and communicate with confidence.

Forward Looking Statements

This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated use of proceeds. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Company Contact

Brian Rudick, Chief Strategy Officer

Email:brian.rudick@upexi.com

Phone: (216) 347-0473

Investor Relations Contact

KCSA Strategic Communications

Valter Pinto, Managing Director

Email: Upexi@KCSA.com

Phone: (212) 896-1254

upxi_ex992.htm EXHIBIT 99.2

Upexi to Present at the iAccess Alpha Virtual Best Ideas Summer Investment Conference on June 24-25

TAMPA, FL, May 30, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that management will present at the iAccess Alpha Virtual Best Ideas Summer Investment Conference 2025 on June 24 and 25, 2025.

iAccess Alpha Virtual Conference Details:

Date: **** June 24-25, 2025

Presentation Date and Time: Tuesday, June 24th at 12:30 p.m. ET

Webcast: https://ir.upexi.com/news-events/ir-calendar

To schedule a one-on-one meeting with Upexi, please contact KCSA Strategic Communications at Upexi@KCSA.com.