Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 30, 2026, Upexi, Inc., a Delaware corporation (the "Company"), entered into a Common Stock Sales Agreement (the "Sales Agreement") with A.G.P./Alliance Global Partners (the "Sales Agent"), pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares of the Company's common stock, par value $0.00001 per share (the "Common Stock"), in an "at-the-market" offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act").

On February 4, 2026, the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission (the "Commission") in connection with the Sales Agreement (the "Prospectus Supplement") under its existing shelf Registration Statement on Form S-3 (File No. 333-292366) (the "Registration Statement") initially filed with the Commission on December 22, 2025 and declared effective on January 8, 2026, and the base prospectus included therein.

Sales of Common Stock, if any, may be made by any method permitted by law deemed to be an "at-the-market" offering, including sales made directly on The Nasdaq Stock Market LLC or on any other existing trading market for the Common Stock, or to or through a market maker. The Sales Agent may also sell shares of Common Stock by any other method permitted by law, including in privately negotiated transactions, with the Company's prior written consent.

The Company will instruct the Sales Agent as to the parameters of each sale of shares of Common Stock under the Sales Agreement by delivery of a placement notice. The Sales Agent will use its best efforts consistent with its normal trading and sales practices and applicable law to sell shares of Common Stock under the Sales Agreement on the terms and subject to the conditions set forth therein. The Company has agreed to pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of shares of Common Stock sold through the Sales Agent under the Sales Agreement. The shares of Common Stock that may be offered and sold pursuant to the Sales Agreement (the "ATM Shares") will be issued and sold pursuant to the Company's shelf registration statement on Form S-3 (including a base prospectus) and a related prospectus supplement specifically relating to the offering of shares of Common Stock pursuant to the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the opinion of Lucosky Brookman LLP relating to the validity of the ATM Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.