---
schema_version: "secwatch.filing_event.v1"
accession: "0001477932-26-000712"
form_type: "8-K"
ticker: "UPXI"
cik: "0001775194"
company_name: "UPEXI, INC."
filed_at: "2026-02-09T23:59:59+00:00"
generated_at: "2026-05-16T03:55:11.328939+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Upexi raises $7.4M in registered direct offering of 6.34M shares and warrants at $1.17/unit

## Summary
- Gross proceeds of $7.4M; warrants exercisable at $1.50 for 5 years with forced conversion at $5.00.
- Prior warrants amended: exercise price cut from $4.00 to $2.83, redemption trigger from $8.50 to $7.00.
- Net proceeds for working capital, general corporate purposes, and internally managed SOL maximum return strategy.
- A.G.P./Alliance Global Partners acts as sole placement agent; 5% cash fee plus expenses.
- Officers and directors subject to 15-day lock-up; company restricted from further equity issuance for 15 days.

## SEC filing metadata
- accession: 0001477932-26-000712
- form_type: 8-K
- ticker: UPXI
- cik: 0001775194
- company_name: UPEXI, INC.
- filed_at: 2026-02-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1775194/000147793226000712/0001477932-26-000712-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1775194/000147793226000712/upxi_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-26-000712
- JSON: https://secwatch.observer/filing/0001477932-26-000712.json
- Plain text: https://secwatch.observer/filing/0001477932-26-000712.txt

## Key facts
- Material Agreements
  UPEXI, INC. amended Amended Warrant with the Purchaser.
  - Action: amendment
  - Counterparty: the Purchaser
  source text: Effective upon the closing of the Offering, such warrants were amended (the “Amended Warrant”) to reduce the exercise price from $4.00 per share to $2.83 per share and to reduce the redemption price trigger from $8.50 per share to $7.00 per share.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1775194/000147793226000712/0001477932-26-000712-index.htm
- Material Agreements
  UPEXI, INC. entered into Purchase Agreement with a single institutional investor valued at approximately $7.4 million (effective 2026-02-06).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: a single institutional investor
  - Value: approximately $7.4 million
  - Effective: 2026-02-06
  source text: On February 6, 2026, Upexi, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”) for the issuance and sale of 6,337,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and accompanying warrants (the “Warrants”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1775194/000147793226000712/0001477932-26-000712-index.htm
- Material Agreements
  UPEXI, INC. entered into Placement Agency Agreement with A.G.P./Alliance Global Partners (effective 2026-02-06).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: A.G.P./Alliance Global Partners
  - Effective: 2026-02-06
  source text: the Company entered into a Placement Agency Agreement, dated February 6, 2026 (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P” or the “Placement Agent”), which acted as the exclusive placement agent on a reasonable best efforts basis.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1775194/000147793226000712/0001477932-26-000712-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.