{"schema_version":"secwatch.filing_event.v1","accession":"0001477932-25-008713","form_type":"8-K","ticker":"UPXI","cik":"0001775194","company_name":"UPEXI, INC.","filed_at":"2025-12-01T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.398052+00:00","generated_at":"2026-05-16T15:54:12.076116+00:00","sec_items":["1.01","3.02","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Upexi prices $10M private placement of 3.29M shares and warrants at $3.04/unit","bullets":["Up to $23M total: $10M upfront with 3,289,474 units (share + warrant) plus $13M from warrant exercise.","Warrants exercisable at $4.00 per share, immediate exercise, 48-month term.","$3.04 purchase price represents 1.3x premium to fully-loaded mNAV, accretive to SOL per share.","Net proceeds for working capital, general corporate purposes and internally managed Solana (SOL) max return strategy.","Directors and officers subject to 20-day lock-up post-closing."],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-25-008713","json":"https://secwatch.observer/filing/0001477932-25-008713.json","markdown":"https://secwatch.observer/filing/0001477932-25-008713.md","text":"https://secwatch.observer/filing/0001477932-25-008713.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1775194/000147793225008713/0001477932-25-008713-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1775194/000147793225008713/upxi_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T15:54:12.076116+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":"99d8b1362961e2d92be13efd15282ff54550c74f","claim":"UPEXI, INC. issued 3,289,474 shares of common stock of common stock to institutional investor for aggregate purchase price of $10,000,000.","evidence_excerpt":"On November 26, 2025, Upexi, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the “Offering”): (i) 3,289,474 shares of common stock (the “Shares”), par value $0.00001 per share (the “Common Stock”), and (ii) common stock purchase warrants (the “Warrants”) to purchase up to 3,289,474 shares of Common Stock (the “Warrant Shares”) for an aggregate purchase price of $10,000,000, representing a purchase price of $3.04 per share of Common Stock and accompanying Warrant.","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775194/000147793225008713/0001477932-25-008713-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"3,289,474 shares of common stock"},{"label":"Purchaser","value":"institutional investor"},{"label":"Consideration","value":"aggregate purchase price of $10,000,000"}],"fact_type":"equity_issuance"},{"claim_id":"a36062e797cc601691c58007f7d51ec4d46d8ce8","claim":"UPEXI, INC. entered into Purchase Agreement with a certain institutional investor valued at $10,000,000 (effective 2025-11-26).","evidence_excerpt":"On November 26, 2025, Upexi, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the “Offering”): (i) 3,289,474 shares of common stock (the “Shares”), par value $0.00001 per share (the “Common Stock”), and (ii) common stock purchase warrants (the “Warrants”) to purchase up to 3,289,474 shares of Common Stock (the “Warrant Shares”) for an aggregate purchase price of $10,000,000, representing a purchase price of $3.04 per share of Common Stock and accompanying Warrant.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775194/000147793225008713/0001477932-25-008713-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"a certain institutional investor"},{"label":"Value","value":"$10,000,000"},{"label":"Effective","value":"2025-11-26"}],"fact_type":"material_agreement"},{"claim_id":"f353d9c61c896580cdeb376ea8fc9609248a8141","claim":"UPEXI, INC. entered into Placement Agency Agreement with A.G.P/Alliance Global Partners (effective 2025-11-26).","evidence_excerpt":"The Company also entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P., dated November 26, 2025, pursuant to which A.G.P agreed to serve as the exclusive placement agent for the Company in connection with the Offering.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1775194/000147793225008713/0001477932-25-008713-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"A.G.P/Alliance Global Partners"},{"label":"Effective","value":"2025-11-26"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}