Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 22, 2023, Upexi, Inc. (the "Company") issued promissory notes to two individual accredited investors in the principal amounts of $2,150,000 ("Note A"), and $560,000 ("Note B," and, together with Note A, the "Notes"). Note A has a term of 21 months, provides for payment in kind interest and fees, payable on the date of issuance, in the amount of 134,000 shares of the Company's common stock (the "Note Shares"), and monthly payments of principal commencing December 22, 2023, with a final payment on the maturity date November 22, 2024. Note B has a term of 21 months, provides for interest at the rate of 10% per annum, with monthly payments of interest for the initial 9 months, and thereafter monthly payments of principal and interest until maturity on November 22, 2024.

The Notes and the Note Shares were issued pursuant to exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and corresponding state securities laws. The Notes and the Note Shares contain standard restrictive legends on transfer.

The foregoing information is a summary of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of the agreements, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01 Financial Statements and Exhibits





Exhibit No.   Description

  10.1          Form of Note A dated February 22, 2023

  10.2          Form of Note B dated February 22, 2023

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)





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