Upexi prices $7.4M stock and warrant offering

Rhea-AI Filing Summary

Upexi, Inc. has priced a $7.4 million registered direct offering with a single institutional investor, selling 6,337,000 shares of common stock together with warrants to purchase up to 6,337,000 additional shares at a combined price of $1.17 per share and warrant.

The new warrants have an exercise price of $1.50 per share, are exercisable immediately, and will expire five years after issuance, with a forced conversion trigger at $5.00 per share. Upexi plans to use the net proceeds for working capital, general corporate purposes, and its internally managed Solana (SOL) maximum return strategy.

The company will also amend existing warrants covering 3,289,474 shares issued in December 2025, reducing the exercise price from $4.00 to $2.83 per share and lowering the redemption trigger from $8.50 to $7.00, effective upon closing, which is expected on or about February 9, 2026, subject to customary conditions.

Insights

Equity Capital Markets Analyst

Upexi raises $7.4M via discounted stock and warrant deal while repricing prior warrants.

Upexi is raising new capital through a registered direct sale of 6,337,000 shares and matching warrants at a combined $1.17. This structure brings immediate cash in from the share sale, with potential additional cash from warrant exercises at $1.50 if the stock trades higher.

The company is also amending existing warrants on 3,289,474 shares, cutting the exercise price from $4.00 to $2.83 and reducing the redemption trigger from $8.50 to $7.00. That makes these older warrants more attractive to holders, which may encourage earlier exercise.

Management states that net proceeds will support working capital, general corporate needs, and its internally managed Solana (SOL) maximum return strategy. Actual dilution and warrant exercise levels will depend on future share price performance and investor decisions after the expected closing on February 9, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Upexi (UPXI) announce about its new financing?

Upexi announced a registered direct offering raising approximately $7.4 million from a single institutional investor. The deal includes 6,337,000 shares of common stock and accompanying warrants to purchase up to 6,337,000 shares, all sold at a combined price of $1.17 per share and warrant.

What are the key terms of Upexi’s new warrants in this offering?

The new Upexi warrants have an exercise price of $1.50 per share, are exercisable immediately upon issuance, and expire five years after issuance. They also include a forced conversion feature if the stock reaches $5.00 per share, potentially accelerating exercise if the share price appreciates.

How will Upexi (UPXI) use the net proceeds from the $7.4 million offering?

Upexi plans to use the net proceeds for working capital, general corporate purposes, and its internally managed Solana (SOL) maximum return strategy. This aligns with its focus on building a sizeable SOL treasury while continuing to operate its consumer brands business.

What changes is Upexi making to its existing December 2025 warrants?

Upexi will amend existing warrants covering 3,289,474 shares, reducing the exercise price from $4.00 to $2.83 per share. The redemption trigger price will also drop from $8.50 to $7.00, effective upon the closing of the new offering, making these warrants easier to exercise.

When is the closing of Upexi’s registered direct offering expected?

The closing of Upexi’s registered direct offering is expected on or about February 9, 2026, subject to customary closing conditions. Actual completion depends on those conditions being satisfied, consistent with standard practice for this type of capital markets transaction.

What is Upexi’s business focus and how does Solana (SOL) fit in?

Upexi describes itself as a leading digital asset treasury company aiming to accumulate Solana (SOL) in a disciplined, accretive way. It currently holds over two million SOL and also operates as a brand owner developing, manufacturing, and distributing consumer products.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/09/2026 - 05:17 PM Learn about SEC filing dates

EXHIBIT 99.1

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

TAMPA, Fla., Feb. 6, 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

2

Filing Exhibits & Attachments

12 documents

Press Releases

• EX-99.1 PRESS RELEASE 11.7 KB

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT 174.1 KB
• EX-10.2 PLACEMENT AGENT AGREEMENT 42.4 KB
• EX-10.3 FORM OF LOCK-UP AGREEMENT 24.3 KB

Other Documents

• EX-4.1 COMMON STOCK PURCHASE WARRANT 92.4 KB
• EX-4.2 AMENDMENT TO COMMON STOCK PURCHASE WARRANT 14.0 KB
• EX-5.1 OPINION 13.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB