Upexi (NASDAQ: UPXI) secures up to 19.9% revenue royalty in Alpha Exchange

Rhea-AI Filing Summary

Upexi, Inc. entered into and closed an agreement with Alpha Exchange, a next-generation cryptocurrency trading platform, on August 22, 2025. Upexi invested $750,000 in exchange for a royalty equal to 14.9% of all future gross revenue generated by the Alpha Exchange platform.

The agreement allows Upexi to make two additional investments of $250,000 each. The first would follow completion of the platform and achievement of 10,000 active users, increasing Upexi’s royalty to 19.9% of gross revenue. A second additional $250,000 investment is tied to Alpha Exchange reaching 25,000 active users. At that stage, Upexi may either keep its 19.9% royalty in perpetuity or convert a portion of its interest into a 9.99% equity stake in Alpha Exchange on a fully diluted basis.

Insights

Equity & strategic investments analyst

Upexi commits staged capital to a revenue royalty and potential equity position in a crypto trading platform.

Upexi invests $750,000 upfront in Alpha Exchange for a 14.9% royalty on all future gross revenue from the platform. The structure ties Upexi’s returns directly to the trading platform’s top-line performance, rather than to profits or valuation, which focuses exposure on Alpha Exchange’s growth in trading activity.

The agreement includes two milestone-based follow-on investments of $250,000 each, triggered by the platform’s completion and reaching 10,000 and then 25,000 active users. If Alpha Exchange achieves the higher user threshold, Upexi can either keep a 19.9% royalty in perpetuity or convert part of that economic interest into a 9.99% fully diluted equity stake. Actual financial impact depends on Alpha Exchange’s ability to launch the platform, grow active users and generate meaningful gross revenue over time.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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 →

0001775194false00017751942025-08-222025-08-22iso4217: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 22, 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 8.01 Other Events

On August 22, 2025, Upexi, Inc. (the “Company”) executed and closed an agreement with Alpha Exchange, a next-generation cryptocurrency trading platform built to serve both new and experienced investors, under which the Company invested $750,000 in exchange for a royalty equal to 14.9% of all future gross revenue generated by Alpha Exchange Platform. The agreement also provides for two additional investments: an additional $250,000 upon completion of the platform and achievement of 10,000 active users, which would increase the Company’s royalty interest to 19.9% of gross revenue, and another additional $250,000 investment upon the achievement of 25,000 active users. At that stage, the Company will have the option to either maintain its 19.9% royalty in perpetuity or convert a portion of its interest into a 9.99% equity stake in Alpha Exchange on a fully diluted basis.

The information in Item 8.01 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
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 27, 2025		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

3

FAQ

What agreement did Upexi (UPXI) enter into with Alpha Exchange?

On August 22, 2025, Upexi, Inc. executed and closed an agreement with Alpha Exchange, a next-generation cryptocurrency trading platform, under which Upexi invested capital in exchange for a royalty on Alpha Exchange’s future gross revenue.

How much did Upexi invest initially in Alpha Exchange and what does it receive?

Upexi invested $750,000 in Alpha Exchange in exchange for a royalty equal to 14.9% of all future gross revenue generated by the Alpha Exchange platform.

What additional investments can Upexi make under the Alpha Exchange agreement?

The agreement provides for two additional $250,000 investments. One follows completion of the platform and achievement of 10,000 active users, raising Upexi’s royalty to 19.9% of gross revenue, and another follows achievement of 25,000 active users.

What option does Upexi have once Alpha Exchange reaches 25,000 active users?

After Alpha Exchange reaches 25,000 active users and the second additional investment is made, Upexi may either keep its 19.9% royalty in perpetuity or convert a portion of its interest into a 9.99% equity stake in Alpha Exchange on a fully diluted basis.

Does this Upexi 8-K filing change how the information is treated under the Exchange Act?

The company states that the information under Item 8.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference into other filings except where specifically referenced.

Is Upexi’s interest in Alpha Exchange structured as equity or royalty?

Under the current agreement, Upexi receives a royalty interest based on Alpha Exchange’s gross revenue, with the future option, after certain user milestones and investments, to convert a portion of that interest into a 9.99% equity stake on a fully diluted basis.