Business Context and Reporting Period
Company: UPEXI, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: November 26, 2025
Event Date: November 26, 2025 (Agreement); December 1, 2025 (Closing)
Context: The Company entered into a Securities Purchase Agreement to conduct a private placement offering of common stock and warrants to an institutional investor.
Key Financial Metrics and Transaction Details
- Gross Proceeds: Approximately $10,000,000 received upon closing.
- Securities Issued: 3,289,474 shares of Common Stock and warrants to purchase up to 3,289,474 additional shares.
- Purchase Price: $3.04 per share (Common Stock + Warrant).
- Warrant Terms: Exercise price of $4.00 per share; immediately exercisable.
- Potential Additional Proceeds: Up to $13,000,000 upon full cash exercise of warrants.
- Placement Agent Fees: 5.0% of gross proceeds from the Offering and 5.0% of proceeds from warrant exercises.
- Expense Reimbursement: Up to $75,000 for legal fees and $25,000 for non-accountable expenses.
Material Changes and Use of Proceeds
This filing represents a material capital raise rather than a periodic financial performance update. The filing does not provide comparative revenue, profit, or cash flow metrics against prior periods.
Use of Proceeds: Net proceeds are designated for working capital, general corporate purposes, and an internally managed Solana (SOL) maximum return strategy.
Guidance, Outlook, and Restrictions
- Issuance Restrictions: The Company agreed to a 15-day blackout period following the effectiveness of the Resale Registration Statement, during which it cannot issue new equity or file registration statements without consent (with specific exceptions for S-8, S-3, and the ELOC).
- Registration Obligations: The Company must file a Resale Registration Statement within 5 calendar days and have it declared effective within 30 days (or 60 days if reviewed).
- Lock-Up Agreement: Directors and executive officers are restricted from selling or transferring shares for 20 days following the closing date.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 5% placement fee and estimated offering expenses.
- Confirm the effective date of the Resale Registration Statement to understand the timeline for the 15-day issuance restriction.
- Review the specific terms of the "internally managed, Solana (SOL) maximum return strategy" for risk exposure.
- Monitor the exercise activity of the warrants to assess potential dilution and additional capital inflow.
- Check for any subsequent filings regarding the Equity Line of Credit (ELOC) mentioned as an exception to issuance restrictions.