Upexi (NASDAQ: UPXI) updates July deal and grants 25% greenshoe rights

Rhea-AI Filing Summary

Upexi, Inc. reported that on August 25, 2025 it and certain purchasers agreed to amend their July 11, 2025 Securities Purchase Agreement. The purchasers granted a one-time waiver of compliance with Section 4.12 of that agreement and the parties amended and restated the definition of “Exempt Issuance,” which governs which future issuances are excluded from certain deal protections.

As part of the amendment, Upexi agreed to issue each purchaser a greenshoe instrument, giving the right to purchase additional shares of Upexi common stock equal to 25% of that purchaser’s initial subscription amount under the original agreement. The company also provided the waiver and amendment agreement and the form of greenshoe instrument as exhibits to this report.

Insights

Equity Capital Markets Analyst

Upexi adjusts July financing terms and adds 25% greenshoe rights.

Upexi and its purchasers modified their July 11, 2025 Securities Purchase Agreement on August 25, 2025. The purchasers granted a one-time waiver of Section 4.12, which suggests a temporary relaxation of a covenant tied to that earlier financing. The parties also updated the definition of “Exempt Issuance,” refining which future equity issuances fall outside restrictions in the agreement.

A key structural change is the commitment to issue each purchaser a greenshoe instrument to buy additional common shares equal to 25% of that purchaser’s initial subscription amount. Greenshoe rights typically allow investors to increase their stake if conditions are favorable, and their use here expands the potential equity that could be issued under this financing framework.

The actual scale of these greenshoe rights depends on each purchaser’s initial subscription amount under the July agreement, which is referenced but not quantified in this excerpt. The company has made the waiver and amendment agreement and the form of greenshoe instrument available as exhibits, so subsequent reviews of those documents and future filings can clarify how and when these rights may be exercised.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001775194false00017751942025-08-252025-08-25iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2025

_________________________

UPEXI, INC.

(Exact name of registrant as specified in its charter)

__________________________

Delaware		001-40535		83-3378978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

(727) 287-2800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001		UPXI		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On August 25, 2025, Upexi, Inc. (the “Company”) and Purchasers came to an agreement to amend that certain Securities Purchase Agreement, dated as of July 11, 2025 (the “Securities Purchase Agreement”), to 1) provide for the Purchasers to grant a one-time waiver from compliance with the provisions of Section 4.12 of the Securities Purchase Agreement; 2) amend and restate the definition of “Exempt Issuance” in Section 1.1 of the Securities Purchase Agreement; and 3) require the Company to issue to each Purchaser a greenshoe instrument to purchase up to a number of shares of the Company’s Common Stock equal to 25% of such Purchaser’s initial Subscription Amount under the Securities Purchase Agreement.   

The information in Item 1.01, including Exhibit 10.1 and 10.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
10.1		Waiver and Amendment Agreement
10.2		Form of Greenshoe Instrument
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		UPEXI, INC.
Dated: August 26, 2025		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

3

FAQ

What did Upexi (UPXI) change in its Securities Purchase Agreement?

On August 25, 2025, Upexi and its purchasers amended the July 11, 2025 Securities Purchase Agreement to add a one-time waiver of Section 4.12, revise the definition of “Exempt Issuance,” and commit to issue greenshoe instruments to the purchasers.

What is the new greenshoe instrument mentioned by Upexi (UPXI)?

Upexi agreed to issue each purchaser a greenshoe instrument that allows the holder to purchase up to a number of Upexi common shares equal to 25% of that purchaser’s initial subscription amount under the July 11, 2025 Securities Purchase Agreement.

What waiver did Upexi (UPXI) receive from the purchasers on August 25, 2025?

The purchasers granted Upexi a one-time waiver from compliance with the provisions of Section 4.12 of the July 11, 2025 Securities Purchase Agreement, as described in the amendment.

How did Upexi (UPXI) change the definition of Exempt Issuance?

The amendment provides that the definition of “Exempt Issuance” in Section 1.1 of the Securities Purchase Agreement is amended and restated, which updates which future issuances are carved out from the agreement’s restrictions.

Where can investors find the full details of Upexi’s amended agreement and greenshoe?

Upexi attached the Waiver and Amendment Agreement as Exhibit 10.1 and the Form of Greenshoe Instrument as Exhibit 10.2 to this report, providing the full contractual terms.

Is the information about Upexi’s agreement amendment considered filed or furnished?

The company states that the information in Item 1.01, including Exhibits 10.1 and 10.2, is being furnished and is not deemed “filed” under Section 18 of the Securities Exchange Act of 1934, except where specifically incorporated by reference.