2 unchanged sentences
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:
−Removed: Umpqua Bank v.
−Removed: Cygnet Online, LLC, et al.;
−Removed: Palm Beach County Case No.
−Removed: 2024CA006174;
−Removed: Filed July 1, 2024;
−Removed: Additional Parties:
−Removed: Cygnet, a wholly owned subsidiary of the Company, is the borrower under a promissory note and business loan agreement with Umpqua Bank.
−Removed: Hanig, the former principal of Cygnet, entered into an unconditional guarantee with Umpqua Bank.
−Removed: Umpqua Bank is alleging that Cygnet and Hanig are in default and contends $3,835,975.17 is due and owed.
−Removed: The Company is actively engaged in defending the foregoing lawsuit.
−Removed: Get Fit Fast Supplements, LLC v.
−Removed: Cygnet Online, LLC, et al.;
−Removed: American Arbitration Association Case No.
+Added: On March 14, 2024, Get Fit Fast Supplements, LLC, filed for arbitration against Cygnet Online, LLC, and Eric Hanig.
+Added: The case is presently in active arbitration and is styled Get Fit Fast Supplements, LLC v.
+Added: Cygnet Online, LLC, et al., American Arbitration Association Case No.
01-24-0003-1085.
−Removed: Filed March 14, 2024;
−Removed: Additional Parties:
−Removed: Get Fit Fast Supplements, LLC (“GFF”) entered into an Asset Purchase Agreement with Cygnet.
−Removed: A portion of the purchase price was financed by Cygnet through a promissory note guaranteed by Hanig, the former principal of Cygnet.
−Removed: 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.
−Removed: The Company acquired Cygnet through a Securities Purchase Agreement, dated April 1, 2022.
−Removed: GFF claims damages in the amount of $3,075,859.17 based on Cygnet and Hanig’s failure to pay the full purchase price.
−Removed: 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.
−Removed: As a result of the acquisition of Cygnet by the Company, Hanig has demanded indemnification from Upexi for the claims brought by GFF.
−Removed: The Company is actively engaged in defending the foregoing lawsuit.
+Added: The foregoing action, and related actions that have been combined in the same arbitration, are principally a series of breach of contract and fraud cases related to the rights and obligations of the parties under the various transaction documents associated with the acquisition by the Company of Cygnet Online, LLC, and the acquisition, prior thereto, by Cygnet Online, LLC of Get Fit Fast Supplements, LLC.
+Added: The parties are seeking monetary damages in their various claims and counterclaims against one another.
+Added: The Company, on behalf of Cygnet, is vigorously defending all claims made against Cygnet in the arbitration.
+Added: The Company is not a party to this arbitration.
+Added: On September 6, 2024, Eric Hanig filed suit against the Company and Cygnet Online, LLC in state court in Nevada for an alleged failure to pay $300,000 pursuant to a Letter Agreement.
+Added: The Company denies all claims and filed counterclaims against Eric Hanig for fraudulently inducing it to enter into the Letter Agreement and for absconding with the balance of Cygnet Online, LLC’s bank account.
+Added: On December 20, 2024 MVW Holdings filed a lawsuit against E-Core Technology, Inc., an entity formerly owned by the Company, and also named the Company as a defendant.
+Added: The lawsuit alleges trade dress infringement for certain packaging used by E-Core for a limited number of products.
+Added: The Company denies all liability for the alleged conduct and no longer owns E-Core.
+Added: On or about April 7, 2025, Bloomios, Inc., Infused Confections, LLC and Infusionz, LLC (collectively, the “Plaintiffs”), filed an action against the Company and each of its executive officers and directors, and Grove, Inc., which is the Company’s prior name.
+Added: The action stems from Bloomios’ acquisition of Infusionz from the Company in October 2022.
+Added: The Plaintiffs’ claims allege fraud, misrepresentation, and breach of contract, among other claims, and are seeking damages in an unspecified amount, plus punitive damages, and unspecified declaratory relief.
+Added: The Company considers the action baseless.
+Added: The Company was successful in obtaining the dismissal of individual Board members from this action and filed counterclaims for the approximately $19.5 million the Plaintiffs owe the Company from the transaction.
+Added: The Company intends to seek reimbursement of all attorneys’ fees as a result of the false statements made by the Plaintiffs in the complaint.
+Added: Other than the foregoing, 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 its properties is subject, which would reasonably be likely to have a material adverse effect on the Company.
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.