Upexi entered into an agreement to sell 6,337,000 common shares and warrants to a single institutional investor in a registered direct offering at a combined price of $1.17 per share and warrant.

Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it has entered into a definitive agreement with a single institutional investor for the sale and issuance of 6,337,000 shares of common stock of the Company and warrants to purchase up to 6,337,000 shares of common stock at a combined offering price of $1.17 per share of common stock and accompanying warrant, in a registered direct offering. The warrants have an exercise price of $1.50 per share, will be exercisable immediately upon issuance, and will expire five (5) years following the date of issuance and forced conversion at $5.00. The closing of the offering is expected to occur on or about February 9, 2026, subject to the satisfaction of customary closing conditions.

The Company expects to use the net proceeds from the Offering for working capital, general corporate purposes and its internally managed, SOL maximum return strategy.

A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the offering.

The Company has also agreed to amend certain existing warrants to purchase up to an aggregate of 3,289,474 shares of the Company's common stock that were previously issued to investors in December 2025, with an exercise price of $4.00 per share, effective upon the closing of the offering, such that the amended warrants will have a reduced exercise price of $2.83 per share, the redemption price trigger will be reduced from $8.50 per share to $7.00 per share.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-292366) which was declared effective by the Securities and Exchange Commission (the "SEC") on January 8, 2026. The offering is made only by means of a prospectus supplement and accompanying prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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