Upexi Announces Pricing of $7.4 Million Registered Direct Offering With a Single Institutional Investor

Rhea-AI Summary

Upexi (NASDAQ: UPXI) announced a registered direct offering raising approximately $7.4 million through the sale of 6,337,000 common shares and detachable warrants at a combined price of $1.17 per unit. The warrants are exercisable immediately at $1.50, expire in five years and include forced conversion at $5.00.

The offering is expected to close on or about February 9, 2026, subject to customary conditions. Proceeds are for working capital, general corporate purposes and the company’s internally managed SOL maximum return strategy. A.G.P./Alliance Global Partners is sole placement agent.

Positive

• $7.4M gross proceeds targeted from the registered direct offering
• Proceeds earmarked for working capital, corporate purposes and SOL strategy
• Warrants are immediately exercisable, providing potential near-term capital if exercised

Negative

• Issuance of 6,337,000 shares plus warrants creates immediate share overhang
• Amendment reduces exercise price on existing warrants to $2.83, increasing dilution risk
• New warrants expire in 5 years and include forced conversion at $5.00, potentially pressuring future share dynamics

Market Reaction

-4.13% $1.05

15m delay 3 alerts

-4.13% Since News

$1.05 Last Price

$1.03 $1.15 Day Range

-$3M Valuation Impact

$66M Market Cap

1.1x Rel. Volume

Following this news, UPXI has declined 4.13%, reflecting a moderate negative market reaction. Our momentum scanner has triggered 3 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $1.05. This price movement has removed approximately $3M from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Registered direct size: $7.4 million Shares offered: 6,337,000 shares Warrants issued: 6,337,000 warrants +5 more

8 metrics

Registered direct size $7.4 million Gross proceeds from common stock and warrants offering

Shares offered 6,337,000 shares Common stock issued in registered direct offering

Warrants issued 6,337,000 warrants Warrants to purchase common stock issued with the offering

Offering price $1.17 per share + warrant Combined offering price for common share and accompanying warrant

Warrant exercise price $1.50 per share Exercise price of newly issued warrants, exercisable immediately

Warrant term 5 years New warrants expire five years after issuance

Amended warrants 3,289,474 warrants Existing warrants from December 2025 subject to repricing

Repriced exercise level $2.83 per share Reduced exercise price for amended warrants (from $4.00)

Market Reality Check

Price: $1.09 Vol: Volume 4,330,113 is 21% a...

normal vol

$1.09 Last Close

Volume Volume 4,330,113 is 21% above the 20-day average of 3,578,152, indicating elevated trading interest ahead of the offering. normal

Technical Shares at $1.09 are trading below the 200-day moving average of $5.87, reflecting a prolonged downtrend before this dilutive deal.

Peers on Argus

UPXI showed a sharp pre-news decline of -19.85% while no peers appeared in the m...

UPXI showed a sharp pre-news decline of -19.85% while no peers appeared in the momentum scanner. Listed peers showed mixed single-digit moves, suggesting this offering is driving stock-specific pressure rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 29 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 29	Earnings call notice	Neutral	-6.6%	Scheduled Q2 2026 earnings release and conference call details.
Jan 13	Convertible financing	Positive	+3.6%	$36M secured convertible note priced above market with Solana collateral.
Jan 09	Investor conferences	Neutral	-4.9%	Participation in January investor conferences and webcasted presentation.
Jan 07	Treasury strategy shift	Positive	-5.7%	High-yield Solana treasury strategy plus buybacks and insider share purchases.
Dec 30	Nasdaq bell event	Neutral	-4.4%	Announcement to ring the Nasdaq Closing Bell on January 5, 2026.

Pattern Detected

Recent neutral or positive corporate updates have often been followed by share price weakness, including a notable selloff after the Solana treasury and buyback announcement.

Recent Company History

Over the past weeks, Upexi has focused on capital markets and treasury strategy. A $36.0M secured convertible note priced above market on Jan 13, 2026 saw a modest gain, but announcements on a high-yield Solana treasury strategy and buybacks on Jan 7, 2026 and other corporate updates were followed by declines. Today’s registered direct equity financing with warrant repricing adds another capital-raising step to this sequence of balance-sheet and treasury-focused events.

Market Pulse Summary

This announcement details a $7.4M registered direct equity financing with 6,337,000 new shares and m...

Analysis

This announcement details a $7.4M registered direct equity financing with 6,337,000 new shares and matching warrants at a combined price of $1.17, plus repricing of 3,289,474 existing warrants. It follows recent convertible note financing and treasury strategy updates focused on Solana. Investors may track how these issuances affect share count, warrant overhang, and future capital needs alongside upcoming earnings and further disclosures on the digital asset strategy.

Key Terms

registered direct offering, warrants, exercise price, prospectus supplement, +4 more

8 terms

registered direct offering financial

"in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"and warrants to purchase up to 6,337,000 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The warrants have an exercise price of $1.50 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

prospectus supplement regulatory

"The offering is made only by means of a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"A prospectus supplement and the accompanying base prospectus relating to the registered direct offering"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

form s-3 regulatory

"effective shelf registration statement on Form S-3 (File No. 333-292366)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

shelf registration statement regulatory

"effective shelf registration statement on Form S-3 (File No. 333-292366)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

placement agent financial

"A.G.P./Alliance Global Partners is acting as the sole placement agent"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

TAMPA, Fla., Feb. 06, 2026 (GLOBE NEWSWIRE) -- Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it has entered into a definitive agreement with a single institutional investor for the sale and issuance of 6,337,000 shares of common stock of the Company and warrants to purchase up to 6,337,000 shares of common stock at a combined offering price of $1.17 per share of common stock and accompanying warrant, in a registered direct offering. The warrants have an exercise price of $1.50 per share, will be exercisable immediately upon issuance, and will expire five (5) years following the date of issuance and forced conversion at $5.00. The closing of the offering is expected to occur on or about February 9, 2026, subject to the satisfaction of customary closing conditions.

The Company expects to use the net proceeds from the Offering for working capital, general corporate purposes and its internally managed, SOL maximum return strategy.

A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the offering.

The Company has also agreed to amend certain existing warrants to purchase up to an aggregate of 3,289,474 shares of the Company’s common stock that were previously issued to investors in December 2025, with an exercise price of $4.00 per share, effective upon the closing of the offering, such that the amended warrants will have a reduced exercise price of $2.83 per share, the redemption price trigger will be reduced from $8.50 per share to $7.00 per share.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-292366) which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 8, 2026. The offering is made only by means of a prospectus supplement and accompanying prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Upexi, Inc.

Upexi, Inc. (Nasdaq: UPXI) is a leading digital asset treasury company, where it aims to acquire and hold as much Solana (SOL) as possible in a disciplined and accretive fashion. In addition to benefiting from the potential price appreciation of Solana - the cryptocurrency of the leading high-performance blockchain - Upexi utilizes three key value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases. The Company operates in a risk-prudent fashion to position itself for any market environment and to appeal to investors of all kinds, and it currently holds over two million SOL. Upexi also continues to be a brand owner specializing in the development, manufacturing, and distribution of consumer products. Please see www.upexi.com for more information.

Follow Upexi on X - https://x.com/upexitreasury

Follow CEO, Allan Marshall, on X - https://x.com/upexiallan

Follow CSO, Brian Rudick, on X - https://x.com/thetinyant

Forward Looking Statements

This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated closing of the offering and the use of proceeds from the offering. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Company Contact

Brian Rudick, Chief Strategy Officer

Email:brian.rudick@upexi.com

Phone: (203) 442-5391

Investor Relations Contact

KCSA Strategic Communications

Valter Pinto, Managing Director

(212) 896-1254

Upexi@KCSA.com

Media Relations Inquiries

Greg or Katie @STiR-communications.com

STiR-communications.com

FAQ

What is Upexi (UPXI) selling in the February 2026 registered direct offering?

Upexi is selling 6,337,000 common shares plus warrants to buy 6,337,000 shares at a combined price of $1.17 per unit. According to the company, the offering includes warrants exercisable at $1.50 that expire in five years.

How much capital will Upexi (UPXI) raise and how will proceeds be used?

The offering is expected to raise approximately $7.4 million in gross proceeds. According to the company, net proceeds will fund working capital, general corporate purposes and its internally managed SOL maximum return strategy.

When will the Upexi (UPXI) registered direct offering close and who is the placement agent?

The closing is expected on or about February 9, 2026, subject to customary closing conditions. According to the company, A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

What changes were made to existing warrants in connection with the UPXI offering?

Upexi agreed to amend warrants for up to 3,289,474 shares, lowering the exercise price to $2.83 and reducing the redemption trigger to $7.00 per share. According to the company, amendments take effect upon closing of the offering.

What are the key warrant terms in Upexi's (UPXI) offering that investors should note?

Each warrant issued in the offering has a $1.50 exercise price, is exercisable immediately, and expires five years after issuance with forced conversion at $5.00. According to the company, those terms affect potential future dilution and timing of capital.