Upexi Inc美股招股说明书(2026-07-16版)

This prospectus relates to the offer and resale by the selling stockholder identified herein (the “Selling Stockholder”) of an aggreg5,250,000 shares (the “Shares”) of common stock of Upexi, Inc. (the “Company”), par value $0.00001 per share (the “Common Stooffering price of $1.59652 per share; and (ii) to 6,992,300 shares of Common Stock issuable upon exercise of pre-funded warrantsFunded Warrants,” and the “Pre-Funded Warrant Shares”), at a purchase price of $1.59631 per Pre-Funded Warrant, issued inplacement offering pursuant to that certain securities purchase agreement dated June 21, 2026 (the “Purchase Agreement”) (the “Offer The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock covered by this prospectus in a number of diffeand at varying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the shares ofStock covered by this prospectus in the section entitled “Plan of Distribution” on page 9. Discounts, concessions, commissions anselling expenses attributable to the sale of shares of Common Stock covered by this prospectus will be borne by the Selling Stockhwill pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of theCommon Stock with the Securities and Exchange Commission (the “SEC”). Our Common Stock is currently quoted on the Nasdaq Capital Market (“Nasdaq”) under the symbol “UPXI”. On July 2, 2026, the cloof our Common Stock as reported on Nasdaq was $0.88 per share. Investing in our securities involves significant risks. See “RISK FACTORS” on page 4 for information you should considbuying these securities. 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. This prospectus is not an offer to sell any securities in any state where the offer is not permitted. The date of this prospectus is July16, 2026. Prospective investors may rely only on the information contained in this prospectus. We have not authorized anyone toprospective investors with different or additional information. This prospectus is not an offer to sell nor is it seeking an offthese securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is coras of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities. TABLE OF CONTENTS PIMPORTANT INFORMATION ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONTHE OFFERINGABOUT UPEXI, INC.RISK FACTORSDESCRIPTION OF CAPITAL STOCKPRIVATE PLACEMENT OFFERING OF SHARES OF COMMON STOCK AND PRE-FUNDED WARRANTSUSE OF PROCEEDSSELLING STOCKHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE IMPORTANT INFORMATION ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholder identified in this prospectus under the caption “Selling Stockholder,”to time, of up to 5,250,000 Shares of Common Stock and 6,992,300 Shares of Common Stock Underlying the Pre-Funded Warrants. Wselling any shares of Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Commoffered hereby by the Selling Stockholder, although we may receive cash from the exercise of the Pre-Funded Warrants. You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any other inand we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may giveinformation contained in this prospectus speaks only as of the date set forth on the cover pageand may not reflect subsequent chanbusiness, financial condition, results of operations and prospects. We are not, and the Selling Stockholder is not, making offers to sell these securities in any jurisdiction in which an offer or solicitatauthorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it isto make such an offer or solicitation. You should read this prospectus in its entirety before making an investment decision. You shouldand consider the information in the documents to which we have referred you in the section entitled “Where You Can Find More Infbelow, including the registration statement and the other reports we file with the SEC. This prospectus and any accompanying prospectus supplements may include trademarks, service marks and trade names owned by ucompanies. All trademarks, service marks and trade names included in this prospectus or any accompanying prospectus supplemeproperty of their respective owners. Unless the context otherwise indicates, references in this prospect