{"schema_version":"secwatch.filing_event.v1","accession":"0001477932-23-006127","form_type":"8-K","ticker":"UPXI","cik":"0001775194","company_name":"UPEXI, INC.","filed_at":"2023-08-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.184441+00:00","generated_at":"2026-06-11T12:04:29.038535+00:00","sec_items":["1.02","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Upexi terminates sale of Infusionz LLC due to multiple breaches by buyer Bloomios","bullets":["Termination notice sent Aug 11, 2023 for MIPA, TSA, and Convertible Note from October 26, 2022.","Buyer Bloomios/Infused Confections failed to pay TSA fees and did not transition services as required.","Additional defaults: failure to cooperate under MIPA Section 5.1 and non-payment of Note.","Upexi declares Note immediately due and payable; reserves rights to payment and indemnification."],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-23-006127","json":"https://secwatch.observer/filing/0001477932-23-006127.json","markdown":"https://secwatch.observer/filing/0001477932-23-006127.md","text":"https://secwatch.observer/filing/0001477932-23-006127.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1775194/000147793223006127/0001477932-23-006127-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1775194/000147793223006127/upxi_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T12:04:29.038535+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"116d79f4ae6f5bbe68ed0e7d2b98312447e1afa9","claim":"UPEXI, INC. terminated Membership Interest Purchase Agreement with Bloomios, Inc. and Infused Confections LLC (effective 2023-08-11).","evidence_excerpt":"Item 1.02 Termination of a Material Definitive Agreement. On October 26, 2022, Upexi, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “MIPA”) with Bloomios, Inc., a Nevada corporation (“Bloomios”), and its wholly owned subsidiary Infused Confections LLC, a Wyoming limited liability company (together with Bloomios, the “Buyers”), pursuant to which the Company sold 100% of the membership interests of Infusionz LLC, a Colorado limited liability company (“Infusionz”) to the Buyers (the “Transaction”). On August 11, 2023, as a result of various breaches by the Buyers of their obligations under the MIPA and the other agreements entered into in connection with the Transaction (the “Transaction Documents”), the Company provided the Buyers with written notice of the Company’s immediate termination of all current and going forward obligations of the Company under the Transaction Documents.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775194/000147793223006127/0001477932-23-006127-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Bloomios, Inc. and Infused Confections LLC"},{"label":"Effective","value":"2023-08-11"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}