Upexi Inc美股招股说明书(2026-02-04版)

This prospectus supplement relates to the issuance and sale of our common stock, par value $0.00001 per share, or common stock,aggregate offering price of up to $500,000,000, from time to time through or to our sales agent, A.G.P./Alliance Global Partners, or A.G.P. We have entered into an At the Market Sales Agreement, or Sales Agreement, with A.G.P., dated January 30, 2026, relating to shacommon stock offered pursuant to this prospectus supplement. Sales of our common stock, if any, under this prospectus supplement may be made by any method permitted that is deemed an “atoffering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. A.G.P. is not required to sell any specific awill act as our sales agent and use commercially reasonable efforts to sell on our behalf the shares of common stock requested to be sold by us,with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be receivedtrust or similar arrangement. A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross proceeds from each sale of shares of our commonpursuant to the Sales Agreement, or the Placement Shares.In connection with the sale of shares of our common stock on our behalf, A.G.P. willto be an “underwriter” within the meaning of the Securities Act and the compensation of A.G.P. will be deemed to be underwriting commdiscounts. We have agreed to provide indemnification and contribution to A.G.P. against certain civil liabilities, including liabilities under theAct. See “Plan of Distribution” beginning on page S-7regarding the compensation to be paid to A.G.P. Our common stock is listed on The Nasdaq Capital Market under the symbol “UPXI.” On February 2, 2026, the last reported sales pcommon stock on The Nasdaq Capital Market was $1.62per share. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” commencing on page S-4of this psupplement and the accompanying base prospectus for a discussion of information that should be considered in connection with an inveour securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these secpassed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. A.G.P. The date of this prospectus supplement is February 4, 2026 TABLE OF CONTENTS Prospectus Supplement PABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONTHE SECURITIES WE MAY OFFERDESCRIPTION OF COMMON STOCKDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the SecExchange Commission (the “SEC”) utilizing a “shelf” registration process. Each time we conduct an offering to sell securities under the accobase prospectus we will provide a prospectus supplement that will contain specific information about the terms of that offering, including theamount of securities being offered and the plan of distribution. This prospectus supplement describes the specific details regarding this offerinadd, update or change information contained in the accompanying base prospectus. The base prospectus, dated December 22, 2025, incdocuments incorporated by reference therein, provides general information about us and our securities, some of which, such as the section entitleDistribution,” may not apply to this offering. This prospectus supplement and the accompanying base prospectus are an offer to sell only theoffered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not, and A.G.P. is not, making offerssolicitations to buy our common stock in any jurisdiction in which an offer or solicitation is not authorized or in which the person making thsolicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. If information in this prospectus supplement is inconsistent with the accompanying base prospectus or the information incorporated bywith an earlier date, you should rely on this prospectus supplement. This prospectus supplement, together with the base prospectus, theincorporated by reference into this prospectus supplement and the accompanying base prospectus and any free writing prospectus we have providin connection