UPEXI, INC. 8-K

What Happened

• Upexi, Inc. (UPXI) announced on January 30, 2026 that it entered into a Common Stock Sales Agreement with A.G.P./Alliance Global Partners to conduct an "at-the-market" (ATM) offering of its common stock. The company filed a related prospectus supplement on February 4, 2026 under its effective Form S-3 shelf registration (File No. 333-292366, declared effective January 8, 2026).

Key Details

• Sales Agent: A.G.P./Alliance Global Partners; offering method: ATM sales on Nasdaq or other markets, to market makers, or privately negotiated transactions with Upexi’s consent.
• Commission: Upexi will pay the Sales Agent 3.0% of the aggregate gross proceeds on shares sold through the agreement.
• Process: Upexi will deliver placement notices to set parameters for each sale; sales will be issued under the existing S-3 registration and prospectus supplement.
• Legal filing: The Sales Agreement and counsel opinion on the validity of the ATM shares were filed as exhibits to the 8-K.

Why It Matters

• This ATM facility gives Upexi a flexible way to raise capital over time by selling newly issued common shares as market conditions permit.
• Any shares sold will dilute existing shareholders proportionally; the company did not state a dollar amount or maximum number of shares to be sold.
• The 3.0% selling commission reduces net proceeds to the company and is a direct cost of accessing this financing route.
• Because the offering uses an already effective Form S-3 shelf, Upexi can access this fundraising option relatively quickly without a separate full registration.