Upexi (NASDAQ: UPXI) ends Common Stock Purchase Agreement with AGP

Rhea-AI Filing Summary

Upexi, Inc. reported that it is ending a key financing arrangement. On February 4, 2026, the company gave A.G.P./Alliance Global Partners written notice terminating their Common Stock Purchase Agreement dated July 25, 2025, under the agreement’s own termination provisions.

The termination is for convenience, not due to any breach by either party, and will become effective at 5:00 p.m. Eastern Time on February 12, 2026. Upexi attached the formal termination notice as an exhibit to this report for reference.

Insights

Capital markets and corporate finance analyst

Upexi ends a stock purchase agreement with AGP for convenience.

Upexi, Inc. has terminated its Common Stock Purchase Agreement with A.G.P./Alliance Global Partners, originally signed on July 25, 2025. The company exercised a contractual right to end the arrangement under Section 8.2, with effectiveness at 5:00 p.m. Eastern Time on February 12, 2026.

The company states the agreement was terminated for convenience and explicitly notes it was not the result of any breach by either party. This points to a discretionary change in how Upexi may access equity capital rather than a dispute or default under the prior arrangement.

The formal termination notice, dated February 4, 2026 and filed as Exhibit 99.1, provides the detailed terms of this step. Subsequent company filings may clarify any replacement financing structures or updated capital plans that follow this termination.

0001775194false00017751942026-02-042026-02-04iso4217: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): February 4, 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 1.02 — Termination of a Material Definitive Agreement

On February 4, 2026, Upexi, Inc. (the “Company”) delivered written notice to A.G.P./Alliance Global Partners (“AGP”) terminating the Common Stock Purchase Agreement dated July 25, 2025 between the Company and AGP (the “Agreement”), pursuant to Section 8.2 thereof.

The termination will become effective at 5:00 p.m. Eastern Time on February 12, 2026. The Agreement was terminated for convenience in accordance with its terms and not as a result of any breach by either party.

The foregoing description of the termination is qualified in its entirety by reference to the termination notice, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
99.1		Termination Notice dated February 4, 2026
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: February 4, 2026		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

3

FAQ

What agreement did Upexi (UPXI) terminate with A.G.P./Alliance Global Partners?

Upexi terminated its Common Stock Purchase Agreement with A.G.P./Alliance Global Partners. The agreement was originally dated July 25, 2025, and governed potential common stock purchases. Upexi exercised a contractual termination right under Section 8.2 of that agreement.

When does the termination of Upexi’s stock purchase agreement with AGP become effective?

The termination becomes effective at 5:00 p.m. Eastern Time on February 12, 2026. Upexi delivered written notice of termination to A.G.P./Alliance Global Partners on February 4, 2026, triggering the effective date under the agreement’s terms.

Why did Upexi (UPXI) terminate its Common Stock Purchase Agreement with AGP?

Upexi terminated the Common Stock Purchase Agreement with AGP for convenience in accordance with the agreement’s terms. The company specifically states the termination was not the result of any breach by either party to the agreement.

Was the termination of Upexi’s agreement with AGP related to any breach or default?

No, the termination was not due to breach or default. Upexi clearly notes that the Common Stock Purchase Agreement with AGP was ended for convenience and not as a result of any breach by either party.

What exhibit did Upexi file in connection with the termination of the AGP agreement?

Upexi filed a Termination Notice dated February 4, 2026 as Exhibit 99.1. The company states that its summary is qualified in its entirety by reference to this notice, which is incorporated by reference into the report.

Who signed the Upexi (UPXI) report regarding the termination of the AGP agreement?

The report was signed on behalf of Upexi by Andrew J. Norstrud. He signed in his capacity as Chief Financial Officer, confirming the company’s execution of the Form 8-K related to the termination.