{"filing":{"accession_number":"0001477932-26-003978","cik":"0001775194","ticker":"UPXI","company_name":"UPEXI, INC.","form":"8-K","filing_date":"2026-06-24","report_date":null,"primary_document":"upxi_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1775194/000147793226003978/upxi_8k.htm"},"events":[{"id":13554,"run_id":12043,"accession_number":"0001477932-26-003978","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"On June 21, 2026, the Company entered into a Securities Purchase Agreement to issue approximately 12.2 million shares of common stock and pre-funded warrants in a private placement for approximately $19.5 million in aggregate consideration, with the proceeds used to retire existing debt. The securities were issued under Section 4(a)(2) and Regulation D exemptions to an accredited investor, substantially diluting existing shareholders and materially altering the capital structure.","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-24","form":"8-K","submitted_at":null,"items":[{"id":10722,"accession_number":"0001477932-26-003978","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Company entered into a Securities Purchase Agreement on June 21, 2026, to issue 5,250,000 shares of common stock and 6,992,300 pre-funded warrants in a private placement for approximately $19.5 million in aggregate consideration, paid through retirement of existing debt. This is a classic dilutive equity issuance in a private placement, with the pre-funded warrants exercisable immediately at $0.00001 per share, effectively converting debt to equity and substantially diluting existing shareholders. The transaction is material to investors as it increases share count and alters the capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:38:42.601361+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10723,"accession_number":"0001477932-26-003978","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 3.02 discloses an unregistered private placement of approximately 12.2 million shares of common stock (or pre-funded warrants) at ~$1.60 per share, raising ~$19.5 million through debt reduction. The securities were issued under Section 4(a)(2) and Regulation D exemptions to an accredited investor without registration. This is a classic dilutive equity issuance that materially increases share count and would affect a reasonable investor's assessment of ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:38:42.601361+00:00","company_name":"","ticker":null,"filing_date":""},{"id":10724,"accession_number":"0001477932-26-003978","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a private placement of approximately 12.2 million shares of common stock (or pre-funded warrants) at ~$1.60 per share, raising ~$19.5 million in the form of debt reduction. This is an unregistered equity issuance under Section 4(a)(2) and Regulation D, which is a classic dilutive issuance event. The material nature is evident from the substantial share count and capital raised.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:38:42.601361+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":10722,"accession_number":"0001477932-26-003978","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The Company entered into a Securities Purchase Agreement on June 21, 2026, to issue 5,250,000 shares of common stock and 6,992,300 pre-funded warrants in a private placement for approximately $19.5 million in aggregate consideration, paid through retirement of existing debt. This is a classic dilutive equity issuance in a private placement, with the pre-funded warrants exercisable immediately at $0.00001 per share, effectively converting debt to equity and substantially diluting existing shareholders. The transaction is material to investors as it increases share count and alters the capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:38:42.601361+00:00","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-24"},{"id":10723,"accession_number":"0001477932-26-003978","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 3.02 discloses an unregistered private placement of approximately 12.2 million shares of common stock (or pre-funded warrants) at ~$1.60 per share, raising ~$19.5 million through debt reduction. The securities were issued under Section 4(a)(2) and Regulation D exemptions to an accredited investor without registration. This is a classic dilutive equity issuance that materially increases share count and would affect a reasonable investor's assessment of ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:38:42.601361+00:00","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-24"},{"id":10724,"accession_number":"0001477932-26-003978","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a private placement of approximately 12.2 million shares of common stock (or pre-funded warrants) at ~$1.60 per share, raising ~$19.5 million in the form of debt reduction. This is an unregistered equity issuance under Section 4(a)(2) and Regulation D, which is a classic dilutive issuance event. The material nature is evident from the substantial share count and capital raised.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-24T20:38:42.601361+00:00","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-24"}]}