Upexi, Inc. entered into a securities purchase agreement on June 21, 2026, with an existing institutional investor. The company issued 5,250,000 shares of common stock and pre-funded warrants to purchase up to 6,992,300 shares. The total transaction value is $19,542,634.54, which was settled entirely through the retirement and cancellation of an equivalent amount of principal under an existing Secured Convertible Note. Following the transaction, the outstanding principal balance of the Note was reduced from $35,961,975 to $16,419,340.46. The company committed to filing a registration statement for the resale of these shares within 30 days of the closing date.