{"url_path":"/sec/upxi/8-k/2026-06-24/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1775194/0001477932-26-003978-index.html","accession_number":"0001477932-26-003978","cik":"0001775194","ticker":"UPXI","issuer_name":"UPEXI, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1775194/0001477932-26-003978-index.html","primary_entity_key":"0001775194","primary_entity_name":"UPEXI, INC."},"word_count":709,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Securities Purchase Agreement**\n\n \n\nOn June 21, 2026, Upexi, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an existing institutional accredited investor (the “Purchaser”). \n\n \n\nPursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchaser in a private placement offering (the “Offering”) an aggregate of: (i) 5,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) at an offering price of $1.59652 per share; and (ii) pre-funded warrants to purchase up to 6,992,300 shares of Common Stock (the “Pre-Funded Warrants,” and the shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”), at a purchase price of $1.59631 per Pre-Funded Warrant.\n\n \n\nThe aggregate purchase price of the Offering is $19,542,634.54.  The Purchaser is the holder of the Company's outstanding Secured Convertible Note due January 9, 2028, originally issued on January 9, 2026 in the original principal amount of $35,961,975 (the “Note”).  The aggregate purchase price was paid in full through the retirement and cancellation of $19,542,634.54 of outstanding principal under the Note. Upon the closing of the Offering (the “Closing”), the outstanding principal balance of the Note was reduced by $19,542,634.54, and such retired principal amount was deemed paid in full and discharged. After giving effect to the Closing, the outstanding principal amount of the Note is $16,419,340.46. The Note otherwise remains in full force and effect in accordance with its terms, and the conversion price thereunder is unaffected by the transaction.\n\n \n\nNo placement agent or broker was engaged in connection with the transaction, and no brokerage or finder's fees are payable by the Company.\n\n \n\nThe Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. The number of Shares issued at the closing is subject to a beneficial ownership limitation such that the Purchaser, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the Purchaser's under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may not beneficially own more than 9.99% of the Company's outstanding Common Stock, determined after giving effect to all Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares and the Note then held; any balance of the consideration is delivered in the form of Pre-Funded Warrants. The beneficial ownership limitations applicable to the Shares, the Pre-Funded Warrants and the Note are aggregated and applied on a combined basis.\n\n \n\nPursuant to the Purchase Agreement, the Company agreed, within 30 days following the closing date, to prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement covering the resale of the Shares and the Pre-Funded Warrant Shares, and to use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as practicable and to keep it effective until the earlier of the date all such securities have been sold or the date all such securities may be sold without restriction under Rule 144. The Company also agreed to customary furnishing-of-information and public-information covenants, with partial liquidated damages payable upon a public information failure.\n\n \n\n \n\n2\n\n \n\n \n\n**Pre-Funded Warrants**\n\n \n\nThe Pre-Funded Warrants have an exercise price of $0.00001 per share, the balance of the purchase price having been pre-funded at the closing. The Pre-Funded Warrants are exercisable immediately upon issuance and remain exercisable until exercised in full, and may be exercised on a cashless basis. The Purchaser may not exercise a Pre-Funded Warrant to the extent that, after giving effect to the exercise, the holder (together with its affiliates and attribution parties) would beneficially own in excess of 4.99% (or, upon the holder's election, 9.99%) of the Company's outstanding Common Stock, with such limitation not exceeding 9.99% and applied on a combined basis with the Shares and the Note. The Pre-Funded Warrants contain customary provisions for adjustment in the event of stock dividends and splits, subsequent rights offerings, pro rata distributions and fundamental transactions.\n\n \n\nThe foregoing descriptions of the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}