UPEXI, INC. 8-K

What Happened

• Upexi, Inc. announced that GSR Strategies LLC terminated the Asset Management Agreement (AMA) between the parties, effective December 26, 2025. The AMA was originally dated April 23, 2025.
• Earlier, Upexi notified GSR on October 3, 2025 that it believed GSR was in default (giving an opportunity to cure); GSR disputed that claim and on October 27, 2025 gave notice that it believed Upexi was in default. Upexi filed an Arbitration Demand on November 26, 2025; GSR filed counterclaims on December 30, 2025. Upexi says it intends to vigorously defend against those counterclaims.

Key Details

• Agreement: Asset Management Agreement between Upexi and GSR Strategies LLC dated April 23, 2025 (terminated effective December 26, 2025).
• Timeline: Upexi alleged GSR default on October 3, 2025; GSR alleged Upexi default on October 27, 2025; Upexi filed for arbitration November 26, 2025; GSR filed counterclaims December 30, 2025.
• Exhibits: The AMA is filed as Exhibit 10.1 and a December 30, 2025 press release (announcing the company will ring the Nasdaq Closing Bell on January 5, 2026) is filed as Exhibit 99.1.

Why It Matters

• For investors, the termination and ongoing arbitration create legal and operational uncertainty: potential liabilities, legal costs, and disruption to services previously provided by the asset manager could affect results or plans. Upexi’s statement that it will vigorously defend against GSR’s counterclaims signals active litigation ahead; the filing does not quantify potential damages or costs. The separate press release about ringing the Nasdaq Closing Bell is a public relations event and not a financial disclosure.