UPXI / Upexi, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Calculation of Filing Fee Table (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

As filed with the U.S. Securities and Exchange Commission on September 5, 2025

As filed with the U.S. Securities and Exchange Commission on September 5, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization)

BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I

EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B

CERTIFICATE OF INCORPORATION

EXHIBIT 3.1

BITGO CUSTODIAL SERVICES AGREEMENT

EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning

BitGo Master Loan Agreement

EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE

As filed with the U.S. Securities and Exchange Commission on September 5, 2025

As filed with the U.S. Securities and Exchange Commission on September 5, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization)

Calculation of Filing Fee Table (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00

BITGO CUSTODIAL SERVICES AGREEMENT

EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning

BitGo Master Loan Agreement

EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE

BitGo Master Loan Agreement

EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE

As filed with the U.S. Securities and Exchange Commission on August 29, 2025

As filed with the U.S. Securities and Exchange Commission on August 29, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (

As filed with the U.S. Securities and Exchange Commission on August 29, 2025

As filed with the U.S. Securities and Exchange Commission on August 29, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (

CERTIFICATE OF INCORPORATION

EXHIBIT 3.1

BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I

EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B

BITGO CUSTODIAL SERVICES AGREEMENT

EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning

Calculation of Filing Fee Table (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00

BITGO CUSTODIAL SERVICES AGREEMENT

EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning

BitGo Master Loan Agreement

EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE

Calculation of Filing Fee Table (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

WAIVER AND AMENDMENT AGREEMENT

EXHIBIT 10.1 WAIVER AND AMENDMENT AGREEMENT This WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 25, 2025, is entered into by and among Upexi, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature page hereto. WHEREAS, the Company and the Purchasers have previously entered into that certain Securities Purchase Agreement, dated as of July

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

GREENSHOE INSTRUMENT TO PURCHASE SHARES OF COMMON STOCK UPEXI, INC.

EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

Upexi Establishes Advisory Committee and Welcomes Arthur Hayes as First Member Additional members to join the Advisory Committee in the coming weeks to optimize performance, increase visibility and unlock capital raising opportunities Arthur brings d

EXHIBIT 99.1 Upexi Establishes Advisory Committee and Welcomes Arthur Hayes as First Member Additional members to join the Advisory Committee in the coming weeks to optimize performance, increase visibility and unlock capital raising opportunities Arthur brings deep expertise, exposure and connectivity to both digital assets and traditional finance TAMPA, Fla., August 12, 2025 - Upexi, Inc. (NASDA

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00

As filed with the U.S. Securities and Exchange Commission on August 11, 2025

As filed with the U.S. Securities and Exchange Commission on August 11, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary

2

August 11, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: David Gessert Re: Upexi, Inc. Registration Statement on Form S-1 Filed July 21, 2025 File No. 333-288822 To Whom It May Concern: Upexi, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from the staff (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00

Certificate of Incorporation

EXHIBIT 3.1

As filed with the U.S. Securities and Exchange Commission on August 8, 2025

As filed with the U.S. Securities and Exchange Commission on August 8, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (P

Upexi Surpasses 2 Million SOL in its Treasury

EXHIBIT 99.1 Upexi Surpasses 2 Million SOL in its Treasury TAMPA, Fla., August 05, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today released its periodic update. “July was a game-changing month for Upexi, particularly with respec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I

EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Upexi to Participate in Fireside Chat at Canaccord Genuity’s 45th Annual Growth Conference on August 12th-14th

EXHIBIT 99.2 Upexi to Participate in Fireside Chat at Canaccord Genuity’s 45th Annual Growth Conference on August 12th-14th TAMPA, Fla., July 30, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced that management will part

Upexi, Inc. Announces $500 Million Equity Line Agreement with A.G.P. to Accelerate the Growth of its Solana Treasury Strategy

EXHIBIT 99.1 Upexi, Inc. Announces $500 Million Equity Line Agreement with A.G.P. to Accelerate the Growth of its Solana Treasury Strategy TAMPA, FL., July 28, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced it has ente

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Registration Rights Agreement, dated as of July 25, 2025, between Upexi, Inc. and A.G.P./Alliance Global Partners

EXHIBIT 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2025, is by and between A.G.P./Alliance Global Partners (the “Investor”), and Upexi, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Common Stock Purchase Agreement, dated as of July 25, 2025, between Upexi, Inc. and A.G.P./Alliance Global Partners

EXHIBIT 10.1 Execution Version COMMON STOCK PURCHASE AGREEMENT Dated as of July 25, 2025 by and between UPEXI, INC. and A.G.P./ALLIANCE GLOBAL PARTNERS TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1. Purchase and Sale of Stock 1 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 A

Upexi Purchases 83,000 SOL, Grows Treasury to 1.9 Million SOL Worth $381 Million

EXHIBIT 99.1 Upexi Purchases 83,000 SOL, Grows Treasury to 1.9 Million SOL Worth $381 Million TAMPA, Fla., July 23, 2025 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced the acquisition of 83,000 SOL for $16.

As filed with the U.S. Securities and Exchange Commission on July 21, 2025

As filed with the U.S. Securities and Exchange Commission on July 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary St

Certificate of Incorporation

EXHIBIT 3.1

Upexi Grows Treasury to 1.819 Million SOL Worth $331 Million with a $58 Million Unrealized Gain in Under Three Months Upexi purchased an additional 100,000 SOL, and anticipates it may generate up to approximately $26 million in annual staking revenue

EXHIBIT 99.1 Upexi Grows Treasury to 1.819 Million SOL Worth $331 Million with a $58 Million Unrealized Gain in Under Three Months Upexi purchased an additional 100,000 SOL, and anticipates it may generate up to approximately $26 million in annual staking revenue based on current SOL holdings Company releases adjusted metrics for enhanced transparency and analysis TAMPA, Fla., July 21, 2025 - Upex

BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I

EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00

Form of Security Agreement, dated as of July 2025, between Upexi, Inc. and Seller

EXHIBIT 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of [], 2025, by and among Upexi, Inc. ( “Grantor”), and , in its capacity as collateral agent on behalf of the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”). W I T N E S S E T H: WHEREAS, reference is made to that certain (a) Securities Purchase A

Form of Securities Purchase Agreement, dated as of July 2025, between Upexi, Inc. and each Purchaser (as defined therein)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July [ ], 2025, among Upexi, Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and , as collateral agent for the Purchasers (“Agent”). WHEREAS

Upexi Announces Closing of Approximately $150 Million Private Placement of Convertible Notes as Part of Previously Announced $200 Million Concurrent Offering

EXHIBIT 99.1 Upexi Announces Closing of Approximately $150 Million Private Placement of Convertible Notes as Part of Previously Announced $200 Million Concurrent Offering TAMPA, Fla., July 17, 2025 (GLOBE NEWSWIRE) -Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the

Form of Secured Convertible Promissory Note

EXHIBIT 4.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH

Form of Registration Rights Agreement, dated as of July 2025, between Upexi, Inc. and each Purchaser (as defined therein)

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July [], 2025, between Upexi, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 16, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 16, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Upexi Announces Closing of $50 Million Private Placement Equity Offering

EXHIBIT 99.1 Upexi Announces Closing of $50 Million Private Placement Equity Offering TAMPA, Fla., July 15, 2025 (GLOBE NEWSWIRE) -Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced the closing of a private placement equity offer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Registration Rights Agreement, dated as of July 11, 2025, between Upexi, Inc. and each Purchaser (as defined therein)

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 11, 2025, between Upexi, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement,

Placement Agency Agreement, dated July 11, 2025, between Upexi, Inc. and A.G.P/Alliance Global Partners

EXHIBIT 10.2 Execution Version July 11, 2025 Upexi, Inc. Attn: Allan Marshall, Chief Executive Officer and President 3030 North Rocky Point Drive Tampa, Florida 33607 Dear Mr. Marshall: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Upexi, Inc., a Nevada (the “Company”), that the Placement Agent shall serve as the exclusi

Form of Securities Purchase Agreement, dated as of July 11, 2025, between Upexi, Inc. and each Purchaser (as defined therein)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2025, between Upexi, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi, Inc. Announces Pricing of $200 Million Concurrent Private Placement of Common Stock and Convertible Notes both Priced above the At-the-Market Price under Nasdaq Rules

EXHIBIT 99.1 Upexi, Inc. Announces Pricing of $200 Million Concurrent Private Placement of Common Stock and Convertible Notes both Priced above the At-the-Market Price under Nasdaq Rules TAMPA, FL / Access Newswire / July 11, 2025 / Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversif

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

June 2025

EXHIBIT 99.1 Upexi, Inc. June 2025 Monthly Update TAMPA, Fla., July 08, 2025 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today released its June 2025 monthly update. “June was a particularly active and successful month,” stated Upexi CEO Allan M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi Announces Intent to List SEC-Registered Shares On-Chain via Superstate's Opening Bell Provides Update on Solana Holdings, Now Totaling 735,692 SOL

EXHIBIT 99.1 Upexi Announces Intent to List SEC-Registered Shares On-Chain via Superstate's Opening Bell Provides Update on Solana Holdings, Now Totaling 735,692 SOL TAMPA, FL – June 26, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space,

PROSPECTUS Upexi, Inc. 43,859,649 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287525 PROSPECTUS Upexi, Inc. 43,859,649 Shares of Common Stock This prospectus relates to the offering and resale by the Selling Stockholder identified herein of up to 43,859,649 shares of common stock, $0.001 par value (“Common Stock”) of Upexi, Inc. (the “Company”), which consists of (i) 35,970,383 shares of Common Stock (the “PIPE Shares”)

UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607

UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607 June 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Upexi, Inc. Registration Statement on Form S-1, File No. 333-287525 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: June 23, 2025 Requested Time: 5:00 pm, Eastern T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi’s Chief Strategy Officer to Present at The ICR Conference Spotlight Series on June 20th

EXHIBIT 99.1 Upexi’s Chief Strategy Officer to Present at The ICR Conference Spotlight Series on June 20th TAMPA, FL – June 17, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that Brian Rudick, CFA, Chief Strategy Off

Upexi CEO and CSO to Host Fireside Chat on Thursday, June 26th at 11:00 a.m. ET

EXHIBIT 99.1 Upexi CEO and CSO to Host Fireside Chat on Thursday, June 26th at 11:00 a.m. ET TAMPA, FL – June 12, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that it will host a fireside chat with Allan Marshall, C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

June 11, 2025

June 11, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Joe McCann Doris Stacey Gama Re: Upexi, Inc. Registration Statement on Form S-1 Filed May 22, 2025 File No. 333-287525 To Whom It May Concern: Upexi, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from t

As filed with the U.S. Securities and Exchange Commission on June 11, 2025

As filed with the U.S. Securities and Exchange Commission on June 11, 2025 Registration No. 333-287525 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Org

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.001

Upexi Joins Webull Corporate Connect Service Platform Enables Upexi to build a community and foster relationships with Webull’s 24 million registered users Connect with the Company on Webull here

EXHIBIT 99.2 Upexi Joins Webull Corporate Connect Service Platform Enables Upexi to build a community and foster relationships with Webull’s 24 million registered users Connect with the Company on Webull here TAMPA, FL – June 9, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the crypto

Upexi Approved for Options Trading on Nasdaq

EXHIBIT 99.1 Upexi Approved for Options Trading on Nasdaq TAMPA, FL – June 5, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that options on its common stock are approved for trading on the Nasdaq Options Market. The options will trade under th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Upexi to Present at the iAccess Alpha Virtual Best Ideas Summer Investment Conference on June 24-25

EXHIBIT 99.2 Upexi to Present at the iAccess Alpha Virtual Best Ideas Summer Investment Conference on June 24-25 TAMPA, FL, May 30, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that management will present at the iA

Upexi Partners with Crypto-Native Marketing and Design Firm, GMI Digital, to Drive Solana-Focused Strategy Collaboration to strengthen Upexi’s engagement with both institutional and crypto-native audiences

EXHIBIT 99.1 Upexi Partners with Crypto-Native Marketing and Design Firm, GMI Digital, to Drive Solana-Focused Strategy Collaboration to strengthen Upexi’s engagement with both institutional and crypto-native audiences TAMPA, FL – May 29, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Upexi Buys Additional Locked SOL at a Discount for $11.8 million Purchases 77,879 locked SOL for $11.8 million Upexi now has 679,677 SOL, valued at $121.2 million at the current price of $178.261

EXHIBIT 99.1 Upexi Buys Additional Locked SOL at a Discount for $11.8 million Purchases 77,879 locked SOL for $11.8 million Upexi now has 679,677 SOL, valued at $121.2 million at the current price of $178.261 TAMPA, FL – May 28, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the crypto

Upexi Releases Investor Presentation Detailing Solana Treasury Strategy Presentation outlines benefits of the digital asset treasury model and Upexi-specific plans

EXHIBIT 99.1 Upexi Releases Investor Presentation Detailing Solana Treasury Strategy Presentation outlines benefits of the digital asset treasury model and Upexi-specific plans TAMPA, FL – May 27, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today released a

Investor Presentation, Spring 2025

EXHIBIT 99.2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 99.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of May 22, 2025 (the "Effective Date"), between Upexi, Inc., a Nevada Corporation, whose principal place of business is 3030 Rocky Point Drive, Suite 420, Tampa, Florida 33607 (the "Company" or "Employer") and Brian Rudick, an individual (the "Executive"). This employment agre

Upexi Appoints Brian Rudick, CFA as Chief Strategy Officer Rudick to oversee crypto strategy and visibility-related functions Rudick brings deep traditional finance and crypto expertise and network

EXHIBIT 99.1 Upexi Appoints Brian Rudick, CFA as Chief Strategy Officer Rudick to oversee crypto strategy and visibility-related functions Rudick brings deep traditional finance and crypto expertise and network TAMPA, FL – May 22, 2025 – Upexi Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the crypt

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.001

As filed with the U.S. Securities and Exchange Commission on May 22, 2025

As filed with the U.S. Securities and Exchange Commission on May 22, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary Stand

Upexi Reports First Quarter 2025 Financial Results and Provides Update on Solana Treasury Strategy To date, Upexi has 597,002 of SOL valued at approximately $102.4 million, at the current price of $171.501 Upexi has started to receive rewards from it

EXHIBIT 99.1 Upexi Reports First Quarter 2025 Financial Results and Provides Update on Solana Treasury Strategy To date, Upexi has 597,002 of SOL valued at approximately $102.4 million, at the current price of $171.501 Upexi has started to receive rewards from its Solana treasury TAMPA, FL – May 16, 2025 – Upexi Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40535 UPEXI, INC. (Exact name of

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 001-40535 Notification of Late Filing

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 001-40535 Notification of Late Filing (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Upexi Buys Discounted Locked SOL, Surpasses $100 Million of SOL and Becomes the Largest Publicly-Traded Solana Treasury Company Upexi purchased 326,347 of Discounted Locked SOL for an average price of $135.22 Upexi Now Holds 596,714 SOL valued at $10

EXHIBIT 99.1 Upexi Buys Discounted Locked SOL, Surpasses $100 Million of SOL and Becomes the Largest Publicly-Traded Solana Treasury Company Upexi purchased 326,347 of Discounted Locked SOL for an average price of $135.22 Upexi Now Holds 596,714 SOL valued at $102 million, at the current price of $171.15 TAMPA, FL – May 12, 2025 – Upexi Inc. (NASDAQ: UPXI), a brand owner specializing in the develo

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

Upexi Increases Solana Treasury to 201,500 Solana Tokens for $30 Million and Begins to Generate Staking Revenue Company has over $60 million in cash remaining to invest further in SOL At current price of SOL and staking yield, Upexi expects to receiv

EXHIBIT 99.1 Upexi Increases Solana Treasury to 201,500 Solana Tokens for $30 Million and Begins to Generate Staking Revenue Company has over $60 million in cash remaining to invest further in SOL At current price of SOL and staking yield, Upexi expects to receive approximately $2.4 million in annual staking revenue and $7.0 million once all funds are invested and staked TAMPA, FL – May 6, 2025 –

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Upexi Purchases 45,733 Solana Tokens as it Begins Deploying $100 Million Treasury in Solana Strategy Since the closing of Upexi’s $100 million private placement, the Company has accumulated approximately 45,733 Solana tokens for approximately $6.7 mi

EXHIBIT 99.1 Upexi Purchases 45,733 Solana Tokens as it Begins Deploying $100 Million Treasury in Solana Strategy Since the closing of Upexi’s $100 million private placement, the Company has accumulated approximately 45,733 Solana tokens for approximately $6.7 million TAMPA, FL – April 29, 2025 – Upexi Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing and distributi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Allan Marshall Employment Agreement dated April 24, 2025

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of April 24, 2025 (the "Effective Date"), between Upexi, Inc., a Nevada Corporation, whose principal place of business is 3030 Rocky Point Drive, Suite 420, Tampa, Florida 33607 (the "Company" or "Employer") and Allan Marshall, an individual (the "Executive"). This employment

Andrew Norstrud Employment Agreement dated April 24, 2025

EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of April 24, 2025 (the "Effective Date"), between Upexi Inc., a Nevada Corporation, whose principal place of business is 3030 N. Rocky Point Drive, Tampa FL 33556 (the "Company" or "Employer") and Andrew J. Norstrud, an individual whose address is in Tampa, Florida. (the "Exec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Registration Rights Agreement, dated as of April 20, 2025, between Upexi, Inc. and each Purchaser (as defined therein)

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2025, between Upexi, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, d

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 20, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Pre-Funded Warrant

EXHIBIT 4.1 Form of Pre-Funded Warrant NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

Form of Securities Purchase Agreement, dated as of April 20, 2025, between Upexi, Inc. and each Purchaser (as defined therein)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2025, between Upexi, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

Asset Management Agreement, dated April 23, 2025, between Upexi, Inc. and GSR Strategies LLC

EXHIBIT 10.4 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective April 23, 2025 (the “Effective Date”), is entered into by and between Upexi, Inc. (the “Client”), and GSR Strategies LLC (the “Asset Manager”). WHEREAS, the Client wishes to appoint the Asset Manager to manage certain assets of the Client; and WHEREAS, the Asset Manager wishes to be appointed by t

Warrant Issued to GSR Strategies LLC dated April 23, 2025

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Placement Agency Agreement, dated April 20, 2025, between Upexi, Inc. and A.G.P/Alliance Global Partners

EXHIBIT 10.2 April 20, 2025 Upexi, Inc. Attn: Allan Marshall, Chief Executive Officer and President 3030 North Rocky Point Drive Tampa, Florida 33607 Dear Mr. Marshall: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Upexi, Inc., a Nevada (the “Company”), that the Placement Agent shall serve as the exclusive placement agen

Upexi Announces Closing of $100 Million Private Placement

EXHIBIT 99.1 Upexi Announces Closing of $100 Million Private Placement TAMPA, FL / Access Newswire / April 24, 2025 / Upexi, Inc. (NASDAQ:UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products and that has diversified into the cryptocurrency space, today announced the closing of its previously announced private placement

Trading Policy

EX-19 2 upxiex19.htm TRADING POLICY EXHIBIT 19 INSIDER TRADING POLICY SUMMARY · You may not buy or sell Upexi, Inc. stock, notes or other securities without submitting a pre-clearance form to and obtaining pre-clearance from an Insider Trading Chief Financial Officer. Pre-clearance forms may be obtained from the Chief Financial Officer. · You may not buy or sell Upexi, Inc. stock, notes or other s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40535 UPEXI, INC

Clawback Policy

EXHIBIT 97.1 UPEXI, INC. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of Upexi, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Upexi Announces Pricing of $100 Million Private Placement Priced Above Last Market Closing Price under Nasdaq Rules

EXHIBIT 99.1 Upexi Announces Pricing of $100 Million Private Placement Priced Above Last Market Closing Price under Nasdaq Rules TAMPA, FL / Access Newswire / April 21, 2025 / Upexi, Inc. (NASDAQ:UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products and that has diversified into the cryptocurrency space, today announced

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Investor Presentation, Spring 2025

EXHIBIT 99.1

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi Signs LOI to Purchase Operating Bitcoin Mining Facility Subsidiary, Quantum Hash, signs first LOI to acquire a 2MW operating facility with plans to increase to maximum output with upgraded mining power and expanded MWs of power

EXHIBIT 99.1 Upexi Signs LOI to Purchase Operating Bitcoin Mining Facility Subsidiary, Quantum Hash, signs first LOI to acquire a 2MW operating facility with plans to increase to maximum output with upgraded mining power and expanded MWs of power TAMPA, FL, March 3, 2025 (ACCESSWIRE) – Upexi, Inc.(NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturin

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40535 UPEXI, INC. (Exact name

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Upexi Provides Shareholder Update on Current Business Operations and Long-Term Strategic Crypto Portfolio and Mining Initiative

EXHIBIT 99.1 Upexi Provides Shareholder Update on Current Business Operations and Long-Term Strategic Crypto Portfolio and Mining Initiative TAMPA, FL, February 6, 2025 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products and is actively pursuing additional investment opportunities t

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Upexi Appoints Industry Expert, James Altucher, as Advisor to Guide Strategic Digital Treasury Portfolio Management James Altucher, an early crypto enthusiast, best-selling author, and serial entrepreneur, brings a one-of-a-kind perspective ideally s

EXHIBIT 99.1 Upexi Appoints Industry Expert, James Altucher, as Advisor to Guide Strategic Digital Treasury Portfolio Management James Altucher, an early crypto enthusiast, best-selling author, and serial entrepreneur, brings a one-of-a-kind perspective ideally suited to navigating emerging digital currency opportunities TAMPA, FL, January 24, 2025 (ACCESSWIRE)— Upexi, Inc. (NASDAQ: UPXI) (the “Co

Upexi Shifts Focus into Bitcoin and Crypto with Strategic Investment in Digital Currency as Part of Long-Term Strategic Crypto Initiative Subsidiaries have been organized to invest and capitalize on the opportunities of cryptocurrency including Bitco

EXHIBIT 99.1 Upexi Shifts Focus into Bitcoin and Crypto with Strategic Investment in Digital Currency as Part of Long-Term Strategic Crypto Initiative Subsidiaries have been organized to invest and capitalize on the opportunities of cryptocurrency including Bitcoin and other coins with high growth potential TAMPA, FL, January 23, 2025 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Up

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Upexi Regains Compliance with NASDAQ Filing Form 10-K for the Year Ended June 30, 2024 Filing Form 10-Q for the Quarter Ending September 30, 2024

EXHIBIT 99.1 Upexi Regains Compliance with NASDAQ Filing Form 10-K for the Year Ended June 30, 2024 Filing Form 10-Q for the Quarter Ending September 30, 2024 TAMPA, FL, December 23, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products, announced its financial results for the ye

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40535 UPEXI, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40535 UPEXI, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

Upexi Files litigation in Nevada as first Step in Determining Manipulation of Fractional Share Roundups during Reverse Stock Split

EX-99.1 2 upxiex991.htm PRESS RELEASE EXHIBIT 99.1 Upexi Files litigation in Nevada as first Step in Determining Manipulation of Fractional Share Roundups during Reverse Stock Split TAMPA, FL, November 25, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, announces the Company has filed

Upexi Recieves Notice from The Nasdaq Stock Market

EXHIBIT 99.1 Upexi Recieves Notice from The Nasdaq Stock Market TAMPA, FL, November 22, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer (“DTC”) brand owner and innovator in aggregation, received a Non Compliance Letter from The Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s failure to timely file its Form 10-Q Quarte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Tran

Upexi to File Form 10-K on November 1st and Regains Compliance with Nasdaq Minimum Bid Price Rule

EXHIBIT 99.1 Upexi to File Form 10-K on November 1st and Regains Compliance with Nasdaq Minimum Bid Price Rule TAMPA, FL, October 23, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer (“DTC”) brand owner and innovator in aggregation, received a Non Compliance Letter from The Nasdaq Stock Market LLC (“Nasdaq”) due to the Company

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transitio

Certificate of Change, dated September 11, 2024

EXHIBIT 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378798 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Certificate of Correction, dated September 18, 2024

EXHIBIT 3.2

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Agreement to Unwind Securities Purchase Agreement, dated July 31, 2024

EXHIBIT 10.1 AGREEMENT TO UNWIND SECURITIES PURCHASE AGREEMENT THIS AGREEMENT (the “Agreement”) is entered into on July 31, 2024 and is effective as of June 30, 2024 (the “Effective Date”), by and among Upexi, Inc., a Nevada corporation (“Upexi”), Upexi Enterprise, LLC, a Delaware limited liability company, E-Core (“Upexi Newco”), E-Core Technology, Inc. d/b/a New England Technology, Inc., a Flori

Upexi Provides Shareholder Update on Restructuring to Reduce Debt and Increase Working Capital

EXHIBIT 99.1 Upexi Provides Shareholder Update on Restructuring to Reduce Debt and Increase Working Capital TAMPA, FL, August 5, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer (“DTC”) brand owner and innovator in aggregation, today is providing shareholders with an update on its restructuring to reduce debt and increase work

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Upexi Reports Fiscal Third Quarter 2024 Financial Results

EXHIBIT 99.1 Upexi Reports Fiscal Third Quarter 2024 Financial Results TAMPA, FL, July 9, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer (“DTC”) brand owner and innovator in aggregation, today reported its financial results for the fiscal third quarter 2024 ending March 31, 2024. Allan Marshall, CEO of Upexi, commented, “Our

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-255266 UPEXI, INC. (Exact name of

Upexi to File Form 10-Q on July 8th

EXHIBIT 99.1 Upexi to File Form 10-Q on July 8th TAMPA, FL, July 1, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer (“DTC”) brand owner and innovator in aggregation, intends to file its form 10-Q for the period ended March 31, 2024 on Monday, July 8, 2024. The Company is not able to file this week due to its auditor’s office

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Upexi Provides Shareholders with Update on Restructuring to Reduce Debt and Increase Working Capital through Sale of Assets

EXHIBIT 99.1 Upexi Provides Shareholders with Update on Restructuring to Reduce Debt and Increase Working Capital through Sale of Assets TAMPA, FL, June 20, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer (“DTC”) brand owner and innovator in aggregation, today is providing shareholders with a update on its restructuring to re

Upexi Provides Update on Filing Form 10Q for March 31, 2024

EXHIBIT 99.1 Upexi Provides Update on Filing Form 10Q for March 31, 2024 TAMPA, FL, June 21, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer (“DTC”) brand owner and innovator in aggregation, today is providing shareholders with a update on filing its financial statements for the three and nine months ended March 31, 2024. On

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Stock Purchase Agreement, dated June 1, 2024

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT between Upexi, Inc. As Selling Party And 45% Nutra Products LLC. A Florida Corporation Santo Carollo 99-3470527 And 45% MFA Holdings Corp. A Florida Corporation Allan Marshall 46-4751215 And 10% 1000915944 Ontario Inc. Incorporated in Ontario, Canada Adam Marshall As Buying Parties dated as of 6/1/2024 1 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 4 Section

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Upexi Completes Consolidation of Operations and Announces Initiating Process to Explore Strategic Alternatives to Enhance Shareholder Value Consolidation of operations will reduce operating expenses by $2-$3 million annually In process to engage inve

EXHIBIT 99.1 Upexi Completes Consolidation of Operations and Announces Initiating Process to Explore Strategic Alternatives to Enhance Shareholder Value Consolidation of operations will reduce operating expenses by $2-$3 million annually In process to engage investment bank for strategic alternatives TAMPA, FL, June 6, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a mu

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commiss

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-25526 Notification of Late Filing

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-25526 Notification of Late Filing (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi’s Tytan™ Tile Kits, Disney Frozen and New Disney JR Mikey Mouse Set, will Soon be Available in BJ’s Wholesale Club BJ’s is Tytan’s second leading retailer to add Disney Frozen and the first with Disney JR Mickey Mouse tile kit Upexi launches se

EXHIBIT 99.1 Upexi’s Tytan™ Tile Kits, Disney Frozen and New Disney JR Mikey Mouse Set, will Soon be Available in BJ’s Wholesale Club BJ’s is Tytan’s second leading retailer to add Disney Frozen and the first with Disney JR Mickey Mouse tile kit Upexi launches second Disney character product line with new Mikey Mouse tile kit TAMPA, FL, March 20, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi’s Children Educational Toy Brand, Tytan Tiles, Disney Frozen Tile Kit will be Available in TJ Maxx Stores

EXHIBIT 99.1 Upexi’s Children Educational Toy Brand, Tytan Tiles, Disney Frozen Tile Kit will be Available in TJ Maxx Stores TAMPA, FL, March 7, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced the Company’s children educational toy brand, Tytan Tiles (“Tytan”), Disney

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

Upexi Reports Fiscal Second Quarter 2024 Financial Results

EXHIBIT 99.1 Upexi Reports Fiscal Second Quarter 2024 Financial Results TAMPA, FL, February 14, 2024 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct to Consumer brand owner and innovator in aggregation, today reported its financial results for the fiscal second quarter 2024 ending December 31, 2023. “During the quarter we continued to focus o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-255266 UPEXI, INC. (Exact name

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

Upexi to Host Fiscal 2024 Second Quarter Financial Results Conference Call on February 14th at 4:30 PM ET

EXHIBIT 99.1 Upexi to Host Fiscal 2024 Second Quarter Financial Results Conference Call on February 14th at 4:30 PM ET TAMPA, FL, February 12, 2024 (ACCESSWIRE) –Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced it will host a conference call on Wednesday, February 14, 2024 at 4:30 p.m. ET,

Upexi Leading Toy Brand, Tytan Toys, Strengthens Global Presence with Expansion into Pricesmart

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Upexi Leading Toy Brand, Tytan Toys, Strengthens Global Presence with Expansion into Pricesmart TAMPA, FL / ACCESSWIRE / January 31, 2024 / Upexi Inc. (NASDAQ:UPXI) (the "Company" or "Upexi"), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced that Tytan Toys, the Company’s flagship brand in the toy industry, h

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Investor Presentation, dated January, 2024

EXHIBIT 99.1

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Upexi CEO, Allan Marshall, to Present at the iAccess Alpha 2024 Buyside Best Ideas Summit on January 9th & 10th

EXHIBIT 99.1 Upexi CEO, Allan Marshall, to Present at the iAccess Alpha 2024 Buyside Best Ideas Summit on January 9th & 10th Tampa, FL, January 4, 2024 (ACCESSWIRE) –Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced an invitation to participate at the iAccess Alpha 2024 Buyside Best Ideas Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

Upexi’s Tytan Tiles Toy Brand Launches on Walmart.com after Becoming Top Seller on Amazon Tytan Tiles Becomes Amazon’s #1 New Release in Preschool Building Toy Sets

EXHIBIT 99.1 Upexi’s Tytan Tiles Toy Brand Launches on Walmart.com after Becoming Top Seller on Amazon Tytan Tiles Becomes Amazon’s #1 New Release in Preschool Building Toy Sets Tampa, FL, November 28, 2023 (ACCESSWIRE) –Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced the Company’s childre

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

Upexi Revenue Increases 144% Year-Over-Year and 53.5% Sequentially to $27.3 Million for Fiscal First Quarter 2024

EXHIBIT 99.1 Upexi Revenue Increases 144% Year-Over-Year and 53.5% Sequentially to $27.3 Million for Fiscal First Quarter 2024 TAMPA, FL, November 20, 2023 (ACCESSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct to Consumer brand owner and innovator in aggregation, today announced its financial results for the fiscal first quarter 2024 ending Septemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-255266 UPEXI, INC. (Exact nam

Upexi Preannounces Revenue of $27.3 Million for Fiscal 2024 First Quarter and Reschedules Financial Results Conference Call for November 20th at 4:30 PM ET

EXHIBIT 99.1 Upexi Preannounces Revenue of $27.3 Million for Fiscal 2024 First Quarter and Reschedules Financial Results Conference Call for November 20th at 4:30 PM ET Tampa, FL, November 14, 2023 (ACCESSWIRE) – Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced preliminary and unaudited fin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 UPEXI, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-25526 Notification of Late Filing

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-25526 Notification of Late Filing (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

Upexi to Host Fiscal 2024 First Quarter Financial Results Conference Call on November 14th at 4:30 PM ET

EXHIBIT 99.1 Upexi to Host Fiscal 2024 First Quarter Financial Results Conference Call on November 14th at 4:30 PM ET Tampa, FL, November 3, 2023 (ACCESSWIRE) –Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced it will host a conference call on Tuesday, November 14, 2023 at 4:30 p.m. ET, to d

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Upexi’s Children Toy Brand, Tytan Tiles, Launches Licensed Disney Frozen Product on Amazon

EXHIBIT 99.1 Upexi’s Children Toy Brand, Tytan Tiles, Launches Licensed Disney Frozen Product on Amazon Tampa, FL, October 17, 2023 (ACCESSWIRE) –Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced the Company’s children’s toy brand, Tytan Tiles (“Tytan”), has launched its first licensed produ

Upexi Fiscal 2023 Revenue Increases 250% Year-Over-Year to $80.7 Million and Provides Revenue Guidance Range for Fiscal 2023 First Quarter Management provides revenue guidance range for fiscal 2023 first quarter of $26 million to $27 million

EXHIBIT 99.1 Upexi Fiscal 2023 Revenue Increases 250% Year-Over-Year to $80.7 Million and Provides Revenue Guidance Range for Fiscal 2023 First Quarter Management provides revenue guidance range for fiscal 2023 first quarter of $26 million to $27 million TAMPA, FL, October 2, 2023 (GLOBE NEWSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct to Consume

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Exercise of Option to Acquire Cygnet Online, LLC, dated September 1, 2023, between Registrant and Eric Hanig

EXHIBIT 10.23 UPEXI, INC. 17129 US Hwy 19 N. Clearwater, FL 33760 September 1, 2023 VIA EMAIL Eric Hanig 13872 Degas Dr. East Palm Beach gardens, FL 33410 Re: Final Agreement Mr. Hanig: Reference is hereby made to the following agreements: · Equity Purchase Agreement, dated April 1, 2022 (the “EPA”), by and among Upexi, Inc. (f/k/a Grove, Inc., the “Buyer”), Cygnet Online, LLC (the “Company”), and

Code of Business Conduct and Ethics

EXHIBIT 14.1 CODE OF BUSINESS CONDUCT AND ETHICS TABLE OF CONTENTS 1 INTRODUCTION 3 1.1 PURPOSE 3 1.2 RESPONSIBILITIESANDBEHAVIORS 3 1.3 SUPERVISORYRESPONSIBILITY 3 1.4 SEEKINGHELPANDINFORMATION 4 1.5 REPORTINGVIOLATIONSORSUSPECTEDVIOLATIONS 4 1.6 INVESTIGATINGREPORTS 4 1.7 POLICYAGAINSTRETALIATION 5 1.8 WAIVERSOFCODE 5 1.9 MONITORINGCOMPLIANCEANDENFORCEMENTINGENERAL 5 2 CONFLICTSOFINTEREST 5 3.1

Whistleblower Policy

EXHIBIT 14.2 WHISTLEBLOWER POLICY PROCEDURES FOR RECEIPT OF COMPLAINTS AND SUBMISSIONS RELATING TO ILLEGAL OR UNETHICAL CONDUCT TABLE OF CONTENTS 1 I N T R O D U C T I O N 3 2 REPORTING RESPONSIBILITY 3 3 NO RETALIATION AND ACTING IN GOOD FAITH 3 4 REPORTING PROCEDURES 4 5 COMPLIANCE OFFICER 5 6 CHANGES TO CONTACT PERSONNEL 6 7 HANDLING OF REPORTED VIOLATIONS 6 8 INVESTIGATION OF REPORTED VIOLATIO

Compensation Committee Charter

EXHIBIT 10.26 UPEXI, INC. COMPENSATION COMMITTEE CHARTER February 27, 2021 Committee's Purpose The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") to discharge the Board's responsibilities relating to compensation of the Company's directors and officers. The Committee has overall responsibility for approving and evaluating the director and officer comp

List of Subsidiaries of Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT HAVZ, LLC California limited liability company Upexi Holdings, LLC Delaware limited liability company MW Products, Inc. Nevada corporation Trunano Labs, Inc. Nevada corporation VitaMedica, Inc. Nevada corporation Interactive Offers, LLC Delaware limited liability company Upexi Enterprise, LLC Delaware limited liability company Cygnet Online, LLC Delaware

Nominating Committee Charter

EXHIBIT 10.27 UPEXI, INC. CHARTER OF THE NOMINATION AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS February 27, 2021 I. ROLE AND OBJECTIVE The Nominating and Governance Committee (the “Committee”) is appointed by and reports to the Board of Directors (the "Board") of UPEXI, Inc. (the “Company”). It has been established to (i) establish criteria for Board membership and corporate officer qualif

Loan Agreement, dated October 19, 2022, between Registrant and its indirect wholly owned subsidiary Upexi 17129 Florida, LLC, and Professional Bank.

EXHIBIT 10.14

Audit Committee Charter

EXHIBIT 10.25 UPEXI, INC. AUDIT COMMITTEE CHARTER February 27, 2021 Organization This charter governs the operations of the Audit Committee (the “Committee”). The Committee shall be appointed by Board of Directors (the "Board") of UPEXI, Inc. (the “Company”) and shall consist of at least three members, each of whom must be (i) an Independent Director as defined under Rule 5605(a)(2) of the Nasdaq

Promissory Note (entered into in connection with October 19 Loan Agreement)

EXHIBIT 10.15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-255266 UPEXI, INC. (Exact name of

Upexi CEO, Allan Marshall, to Participate in Fireside Chat at the Jefferies Pet Care and Wellness Summit

EXHIBIT 99.2 Upexi CEO, Allan Marshall, to Participate in Fireside Chat at the Jefferies Pet Care and Wellness Summit Clearwater, FL / September 28, 2023 / Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today is announcing that Chief Executive Officer, Allan Marshall, will participate in the Jefferies Pe

Upexi to Host Fiscal 2023 Full Year Financial Results Conference Call on October 2nd at 4:30 PM ET

EXHIBIT 99.1 Upexi to Host Fiscal 2023 Full Year Financial Results Conference Call on October 2nd at 4:30 PM ET Clearwater, FL, September 28, 2023 (ACCESSWIRE) –Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced it will host a conference call on Monday, October 2, 2023 at 4:30 p.m. ET, to dis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission file number 333-255266 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission file number 333-255266 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For

Upexi’s Pet Care Brand, LuckyTail, Announces Expansion of Product Line to Include All-Natural Dog Supplements Supplement Line Strategically Positions LuckyTail for Organic Growth Through a Recurring Revenue Model

EXHIBIT 99.1 Upexi’s Pet Care Brand, LuckyTail, Announces Expansion of Product Line to Include All-Natural Dog Supplements Supplement Line Strategically Positions LuckyTail for Organic Growth Through a Recurring Revenue Model Clearwater, FL, September 14, 2023 (ACCESSWIRE) –Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Upexi Announces Strategic Operational Measures to Monetize Non-Core Assets, Reduce Expenses and Drive Profitability Company sells Interactive Offers for $1.25 Million in cash and a 2.5% royalty on advertising revenue for 2 years Company has exercised

EXHIBIT 99.1 Upexi Announces Strategic Operational Measures to Monetize Non-Core Assets, Reduce Expenses and Drive Profitability Company sells Interactive Offers for $1.25 Million in cash and a 2.5% royalty on advertising revenue for 2 years Company has exercised its option to acquire the remaining 45% of Cygnet Online for cash and stock Clearwater, FL, September 6, 2023 (ACCESSWIRE) – Upexi Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Equity Interest Purchase Agreement, dated August 31, 2023, between Registrant and Amplifyir Inc.

EXHIBIT 2 EQUITY INTEREST PURCHASE AGREEMENT BETWEEN AMPLIFYIR INC. a Nevada corporation (“Buyer”) AND UPEXI, INC. a Nevada corporation (“Seller”) August 31, 2023 1 EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this "Agreement") is entered into as of August 31, 2023, by and between Amplifyir Inc., a Nevada corporation (“Buyer”), and Upexi, Inc., a Nevada corporation (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Upexi Provides Corporate Update

EXHIBIT 99.1 Upexi Provides Corporate Update Clearwater, FL, August 17, 2023 (ACCESSWIRE) – Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today is providing shareholders with a corporate update and is increasing previously announced revenue guidance for full year 2023 to exceed $100 million. Management

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number)

August 11, 2023

EXHIBIT 99.1 180 E. BROAD STREET, SUITE 3400 COLUMBUS, OH 43215-3707 TELEPHONE: 614-744-2570 FACSIMILE: 844-670-6009 http://www.dickinsonwright.com JON R. SECREST [email protected] 614-744-2572 August 11, 2023 Via E-Mail Infused Confections LLC 210 Fentress Boulevard Dayton Beach, FL 32114 Attn: Barrett Evans [email protected] Bloomios, Inc. 701 Ancapa Street, Suite C Santa Barbara, C

Grove Inc. 2019 Amended and Restated Stock Incentive Plan, effective May 24, 2022

EXHIBIT 4.7 GROVE, INC. 2019 INCENTIVE STOCK PLAN (AMENDED AND RESTATED AS OF May 24, 2022) TABLE OF CONTENTS ARTICLE I ESTABLISHMENT AND PURPOSE 1.1 Establishment 4 1.2 Purpose. 4 1.3 Type of Plan. 4 1.4 Shareholder Approval. 5 1.5 Term of Plan 5 ARTICLE II DEFINITIONS 2.1 "Affiliate" 6 2.2 "Agreement" 6 2.3 "Award" 6 2.4 "Beneficiary" 6 2.5 "Board" 7 2.6 "Cause" 7 2.7 "Change in Control" 7 2.8 "

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 17129 US Hwy 19 N. Clearwater, FL 337602 (Address of P

Calculation of Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Upexi, Inc. (Exact Name of the Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common stock, par value $0

Upexi Implements Re:Amaze Artificial Intelligence (AI) Tool to Enhance Online Experience for its Customers

EXHIBIT 99.1 Upexi Implements Re:Amaze Artificial Intelligence (AI) Tool to Enhance Online Experience for its Customers Clearwater, FL, July 27, 2023 (ACCESSWIRE) – Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced the integration of a state-of-the-art artificial intelligence (AI) tool from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi Voluntarily Terminates Acquisition of Superfoods Brand

EXHIBIT 99.1 Upexi Voluntarily Terminates Acquisition of Superfoods Brand Clearwater, FL, June 20, 2023 (ACCESSWIRE) – Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced the voluntary termination of the previously announced acquisition of a brand specializing in the superfoods company. Compan

Upexi Announces Fireside Chat Hosted by Alliance Global Partners on June 21st at 10 AM ET

EXHIBIT 99.1 Upexi Announces Fireside Chat Hosted by Alliance Global Partners on June 21st at 10 AM ET Clearwater, FL / June 16, 2023 / Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted brand owner and innovator in aggregation, today announced that Alliance Global Partners will host a fireside chat with Chief Executive Officer, Allan Marshall, on Wednesday, June 21, 2023 at 10:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Upexi’s Tytan Tiles Brand Featured on Good Morning America

EXHIBIT 99.1 Upexi’s Tytan Tiles Brand Featured on Good Morning America Clearwater, FL, June 14th, 2023 (ACCESSWIRE) – Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced the Company’s children’s toy brand, Tytan Tiles (“Tytan”), has been featured on Good Morning America (“GMA”), launching six

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Upexi’s Toy Brand, Tytan Magnetic Tiles, Announces New First Party Agreement with Amazon.com for Launch and Expansion of Disney Products

EXHIBIT 99.1 Upexi’s Toy Brand, Tytan Magnetic Tiles, Announces New First Party Agreement with Amazon.com for Launch and Expansion of Disney Products Clearwater, FL / June 8, 2023 / Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”) – a multi-faceted brand owner and innovator in aggregation, today announced that Tytan Magnetic Tiles, the Company’s children’s toy brand and leading innovator in ed

GRVI / Grove Inc / Hackett Robert - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), and (d) and AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* UPEXI, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 39959A106 (CUSIP Number) December 31, 2022 (Date of Event Which Requ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Upexi Initiates Development of Artificial Intelligence (AI) Engine to Optimize Future Advertising, Marketing and Logistics Decisions

EX-99.1 2 upxiex991.htm PRESS RELEASE EXHIBIT 99.1 Upexi Initiates Development of Artificial Intelligence (AI) Engine to Optimize Future Advertising, Marketing and Logistics Decisions Clearwater, FL, May 24, 2023 (ACCESSWIRE) – Upexi Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct-to-Consumer brand owner and innovator in aggregation, today announced its developmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-255266 UPEXI, I

Upexi Reports Revenue of $24.2 Million for Fiscal 2023 Third Quarter, an Increase of 447% Year-Over-Year

EXHIBIT 99.1 Upexi Reports Revenue of $24.2 Million for Fiscal 2023 Third Quarter, an Increase of 447% Year-Over-Year Clearwater, FL, May 15, 2023 (GLOBE NEWSWIRE) – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a multi-faceted Amazon and Direct to Consumer brand owner and innovator in aggregation, today announced its financial results for the fiscal 2023 third quarter ending March 31, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.