UPEXI, INC. 8-K

What Happened

• On June 21, 2026, Upexi, Inc. entered a Securities Purchase Agreement with an existing institutional accredited investor (the Purchaser) and closed a private placement.
• The Company issued 5,250,000 shares of common stock at $1.59652 per share and pre‑funded warrants to purchase up to 6,992,300 shares at $1.59631 per warrant, for an aggregate purchase price of $19,542,634.54.
• The Purchaser paid for the offering by retiring and cancelling $19,542,634.54 of outstanding principal under Upexi’s secured convertible note (original principal $35,961,975), reducing the note principal to $16,419,340.46. The convertible note otherwise remains in effect and its conversion price is unchanged.

Key Details

• Transaction date: June 21, 2026; press release issued June 22, 2026.
• Securities issued: 5,250,000 common shares and pre‑funded warrants exercisable for up to 6,992,300 shares.
• Aggregate consideration: $19,542,634.54, paid by cancellation of an equal amount of the Company’s secured convertible note principal.
• Ownership limits: Purchaser’s holdings (including affiliates and aggregated positions) capped at 9.99% overall; pre‑funded warrant exercises limited to 4.99% (or 9.99% if elected) to prevent exceeding beneficial ownership caps.
• The Company agreed to file a registration statement within 30 days to register resale of the issued shares and the shares underlying the pre‑funded warrants.

Why It Matters

• This was a debt-for-equity-like transaction: no new cash was raised — $19.54M of debt was converted into equity and exercisable warrants, reducing the Company’s outstanding secured note principal materially.
• The issuance increases potential dilution (5.25M shares now issued plus up to ~6.99M warrant shares exercisable), which can affect existing shareholders’ ownership percentages and earnings per share if exercised.
• The remaining note ($16.42M) still exists with the same conversion terms, so the Purchaser retains future conversion exposure; the registration commitment makes resale of the new equity more likely over time.
• Investors should monitor outstanding share count, any warrant exercises, and subsequent filings (registration statement effectiveness, amendments) for further dilution and capitalization impact.