{"url_path":"/sec/upxi/8-k/2026-06-25/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1775194/0001477932-26-004015-index.html","accession_number":"0001477932-26-004015","cik":"0001775194","ticker":"UPXI","issuer_name":"UPEXI, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1775194/0001477932-26-004015-index.html","primary_entity_key":"0001775194","primary_entity_name":"UPEXI, INC."},"word_count":178,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.\n\n \n\nThe Advisory Fee Shares will be, issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the \"Securities Act\"), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as transactions not involving any public offering. The Purchaser represented that it is a \"qualified purchaser\" or \"qualified institutional buyer\" and that it was acquiring the securities for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. Neither the Company nor any person acting on its behalf engaged in any general solicitation or general advertising in connection with the transaction. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements."}