1 unchanged sentence
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business.
−Removed: The Company is not involved in any pending legal proceeding or litigation, and, to the best of its knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties are subject, which would reasonably be likely to have a material adverse effect on the Company.
+Added: The Company is not involved in any pending legal proceeding or litigation, and, to the best of its knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties are subject, which would reasonably be likely to have a material adverse effect on the Company, other than the following:
+Added: Umpqua Bank v.
+Added: Cygnet Online, LLC, et al.;
+Added: Palm Beach County Case No.
+Added: 2024CA006174;
+Added: Filed July 1, 2024;
+Added: Additional Parties:
+Added: Cygnet, a wholly owned subsidiary of the Company, is the borrower under a promissory note and business loan agreement with Umpqua Bank.
+Added: Hanig, the former principal of Cygnet, entered into an unconditional guarantee with Umpqua Bank.
+Added: Umpqua Bank is alleging that Cygnet and Hanig are in default and contends $3,835,975.17 is due and owed.
+Added: The Company is actively engaged in defending the foregoing lawsuit.
+Added: Get Fit Fast Supplements, LLC v.
+Added: Cygnet Online, LLC, et al.;
+Added: American Arbitration Association Case No.
+Added: 01-24-0003-1085;
+Added: Filed March 14, 2024;
+Added: Additional Parties:
+Added: Get Fit Fast Supplements, LLC (“GFF”) entered into an Asset Purchase Agreement with Cygnet.
+Added: A portion of the purchase price was financed by Cygnet through a promissory note guaranteed by Hanig, the former principal of Cygnet.
+Added: Additionally, Cygnet agreed to purchase GFF’s remaining inventory and agreed to earn out provisions whereby GFF would receive funds based on Cygnet’s future performance.
+Added: The Company acquired Cygnet through a Securities Purchase Agreement, dated April 1, 2022.
+Added: GFF claims damages in the amount of $3,075,859.17 based on Cygnet and Hanig’s failure to pay the full purchase price.
+Added: Hanig and Cygnet separately counterclaimed against GFF for, among other things, fraudulent misrepresentations that led Cygnet and Hanig to enter into the Asset Purchase Agreement.
+Added: As a result of the acquisition of Cygnet by the Company, Hanig has demanded indemnification from Upexi for the claims brought by GFF.
+Added: The Company is actively engaged in defending the foregoing lawsuit.
Mine Safety Disclosures
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.