Upexi (NASDAQ: UPXI) launches at-the-market common stock sales deal

Rhea-AI Filing Summary

Upexi, Inc. entered into a Common Stock Sales Agreement with A.G.P./Alliance Global Partners on January 30, 2026, allowing it to sell common stock from time to time in an at-the-market offering under Rule 415(a)(4).

Shares will be offered under Upexi’s effective Form S-3 shelf registration statement and related prospectus supplement filed on February 4, 2026. Sales may be made on The Nasdaq Stock Market LLC or through other permitted methods, and Upexi will pay the sales agent a 3.0% commission on aggregate gross proceeds from each sale.

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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): January 30, 2026

_______________________________

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 January 30, 2026, Upexi, Inc., a Delaware corporation (the “Company”), entered into a Common Stock Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), in an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”).

On February 4, 2026, the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Sales Agreement (the “Prospectus Supplement”) under its existing shelf Registration Statement on Form S-3 (File No. 333-292366) (the “Registration Statement”) initially filed with the Commission on December 22, 2025 and declared effective on January 8, 2026, and the base prospectus included therein.

Sales of Common Stock, if any, may be made by any method permitted by law deemed to be an “at-the-market” offering, including sales made directly on The Nasdaq Stock Market LLC or on any other existing trading market for the Common Stock, or to or through a market maker. The Sales Agent may also sell shares of Common Stock by any other method permitted by law, including in privately negotiated transactions, with the Company’s prior written consent.

The Company will instruct the Sales Agent as to the parameters of each sale of shares of Common Stock under the Sales Agreement by delivery of a placement notice. The Sales Agent will use its best efforts consistent with its normal trading and sales practices and applicable law to sell shares of Common Stock under the Sales Agreement on the terms and subject to the conditions set forth therein. The Company has agreed to pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of shares of Common Stock sold through the Sales Agent under the Sales Agreement. The shares of Common Stock that may be offered and sold pursuant to the Sales Agreement (the “ATM Shares”) will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (including a base prospectus) and a related prospectus supplement specifically relating to the offering of shares of Common Stock pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

A copy of the opinion of Lucosky Brookman LLP relating to the validity of the ATM Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
1.1		Common Stock Sales Agreement, dated January 30, 2026, by and between Upexi, Inc. and A.G.P./Alliance Global Partners.
5.1		Opinion of Lucosky Brookman LLP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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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: February 4, 2026		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

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FAQ

What did Upexi (UPXI) announce in this 8-K filing?

Upexi entered a Common Stock Sales Agreement with A.G.P./Alliance Global Partners, enabling at-the-market sales of its common stock under an effective Form S-3 shelf registration and related prospectus supplement filed on February 4, 2026.

How will Upexi (UPXI) sell shares under the new Sales Agreement?

Upexi may sell common stock from time to time through A.G.P./Alliance Global Partners in at-the-market transactions on The Nasdaq Stock Market LLC or other existing trading markets, as well as in privately negotiated transactions with Upexi’s prior written consent.

What commission will A.G.P./Alliance Global Partners receive from Upexi (UPXI)?

For each sale of Upexi common stock under the Sales Agreement, A.G.P./Alliance Global Partners is entitled to a commission equal to 3.0% of the aggregate gross proceeds, reflecting standard compensation for acting as the sales agent in these transactions.

Under which registration statement will Upexi (UPXI) sell these shares?

The shares will be issued and sold under Upexi’s shelf registration statement on Form S-3, File No. 333-292366, which was initially filed on December 22, 2025 and declared effective on January 8, 2026, together with a related prospectus supplement.

What is an at-the-market offering in Upexi’s (UPXI) context?

Upexi’s at-the-market offering, defined under Rule 415(a)(4) of the Securities Act, permits the company to sell common stock into the existing trading market, at prevailing market prices, through its sales agent A.G.P./Alliance Global Partners on an ongoing, as-needed basis.

Which law firm provided the opinion for Upexi’s (UPXI) share sales?

Lucosky Brookman LLP provided the legal opinion regarding the validity of the shares that may be sold under the Sales Agreement, and this opinion is included as Exhibit 5.1, supporting the registered at-the-market issuance of Upexi’s common stock.