Upexi Inc美股招股说明书(2025-11-10版)

PROSPECTUS Upexi, Inc. 83,333,333 Shares of Common Stock This prospectus relates to the offer and sale from time to time by A.G.P./Alliance Global Partners (the “Investor” or the “Selling Stocor its permitted assigns of up to 83,333,333 shares of our common stock, with a par value of $0.00001 per share (“Common Stock”)be issued to the Selling Stockholder pursuant to a common stock purchase agreement with the Investor dated as of July 25, 2025 (theAgreement”). Under the Purchase Agreement, we have the right to deliver VWAP Purchase Notices to the Investor, directing the Ipurchase shares of our Common Stock (each, a “VWAP Purchase”) on a specified trading day (the “Purchase Date”), subject to theconditions set forth therein. Each VWAP Purchase will be for a number of shares not exceeding the maximum amount and will be pua price equal to 95% of the volume-weighted average price (“VWAP”) of our Common Stock during a defined trading period on theDate. We currently have reserved 83,333,333 shares of our authorized and unissued shares of Common Stock solely for the purpose ofpurchases of the shares under the Purchase Agreement (“Reserve Shares”). In connection with the Purchase Agreement, we have the right, but not the obligation, to direct the Investor to purchase the les$500,000,000 (the “Total Commitment Amount’) or (ii) the Exchange Cap, which is the maximum number of shares of Common Stocapproximately 19.99% of the Company’s outstanding shares immediately prior to the execution of the Purchase Agreement, uCompany’s stockholders have approved the issuance of Common Stock in excess of the Exchange Cap, upon satisfaction of certainconditions contained in the Purchase Agreement, including, without limitation, an effective registration statement filed with the U.S.and Exchange Commission (the “SEC”) registering the resale of such shares of Common Stock. See the sections of this prospectu“ProspectusSummary-The Offering” and “The PEF Transaction” for more detail regarding the sale of shares under the Purchase Agree We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Stockholder msell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prnegotiated prices. We will not receive any of the proceeds from such sales of the shares of our Common Stock. We will bear all costs,and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky”Selling Stockholder will bear all commissions and discounts, if any, attributable to their sale of shares of our Common Stock. See tentitled “Plan of Distribution (Conflict of Interest)” of this prospectus for additional information. Our Common Stock is currently quoted on the Nasdaq Capital Market (“Nasdaq”) under the symbol “UPXI”. On November 7, 2025, tprice of our Common Stock as reported on Nasdaq was $3.30 per share. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Act”) with respect to the resale of the shares of Common Stock hereunder. The Selling Stockholder may offer all or part of the sharesfrom time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration stawhich it forms a part before you invest in any securities. We may amend or supplement this prospectus from time to time by filing amas required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment de Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of theseor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page17 of this prospectus for a disccertain risks that you should consider in connection with an investment in our securities. The date of this prospectus is November 10, 2025 TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsProspectus SummaryRisk FactorsUse of ProceedsBusinessSelling StockholderPlan of Distribution (Conflict of Interest)Where You Can Find More InformationIncorporation of Certain Documents by Reference You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyoneyou with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities othe Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer toCommon Stock