Upxi Files Prospectus To Offer Up To $1B In Securities Including Stock, Debt, And Warrants

$1,000,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

From time to time, we may issue, in one or more series or classes, up to an aggregate of $1,000,000,000 of our common stock, preferred stock, debt securities,  warrants and units that include any of these securities, at prices and on terms that we will determine at the time of the offering.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. We may not sell any securities under this prospectus without delivery of the applicable prospectus supplement. If information in any prospectus supplement is inconsistent with information in this prospectus, then the information in that prospectus supplement will apply and will supersede the information in this prospectus.

You should read this prospectus, the applicable prospectus supplement and any related free writing prospectus carefully, as well as any documents incorporated by reference, before you invest in any of the securities being offered.

Our shares of common stock are listed on The Nasdaq Capital Market under the symbol "UPXI." The last reported sale price of our common stock on The Nasdaq Capital Market on December 19, 2025 was $2.08 per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision.