Upexi, Inc. Announces Closing of up to $23 Million Private Placement Common Stock and Warrants Offering (Form 8-K)

Upexi, Inc. Announces Closing of up to $23 Million Private Placement Common Stock and Warrants Offering

TAMPA, FL / Access Newswire / December 2, 2025 / Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced the closing of a private placement offering of 3,289,474 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 3,289,474 shares of common stock at a combined purchase price of $3.04 (the "Offering"). Aggregate gross proceeds were approximately $10 million from the Offering, with the potential for an additional approximately $13 million following the cash exercise of the warrants, before deducting placement agent fees and other estimated offering expenses payable by the Company. 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 offer and sale of the foregoing securities are being made in a transaction not involving a public offering, and the securities have not been and will not initially be registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company filed a registration statement with the U.S. Securities and Exchange Commission (the "SEC") on December 1, 2025, covering the resale of the shares of common stock issued or underlying common warrants issued to the investors and agreed to use commercially reasonable efforts to have the registration statement declared effective within 60 days following the closing of the Offering.