Upexi Files Shelf Registration Statement on Form S-3 with the U.S. SEC

Rhea-AI Summary

Upexi (NASDAQ: UPXI) filed a Form S-3 shelf registration with the SEC on December 22, 2025 to enable more cost‑effective capital raising. The company plans to terminate an existing, unused equity line of credit once the S-3 becomes effective.

Management said the shelf will provide greater flexibility on timing and pricing, reduce transaction costs, and will be used at management’s sole discretion only when accretive to adjusted Solana per share. The registration has been filed but is not yet effective and securities may not be sold until declared effective by the SEC.

Positive

• Form S-3 filed with SEC on December 22, 2025
• Plans to terminate an unused equity line upon S-3 effectiveness
• Shelf aims to improve timing and pricing for capital raises
• Shelf use restricted to being accretive to adjusted Solana per share

Negative

• Registration not yet effective; securities cannot be sold yet
• Potential dilution if securities are issued under the shelf
• Terminating equity line removes an existing backup liquidity option

Market Reality Check

$1.84 Last Close

Volume Volume 3,741,916 is slightly below 20-day average 4,179,721 (relative volume 0.9). normal

Technical Price $1.99 is trading below the 200-day MA of $5.98, and well under the $22.57 52-week high.

Peers on Argus

UPXI showed a -4.33% move while peers were mixed: PERI up 1.73%, ZH down 1.14%, ZIP down 2.16%, JFIN down 0.15%, THRY down 2.29%, suggesting stock-specific dynamics rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Investor conferences	Neutral	+0.5%	Announced participation in several December 2025 investor events and meetings.
Dec 02	Private placement close	Neutral	+9.0%	Closed common stock and warrant private placement generating about $10M gross proceeds.
Nov 26	Private placement pricing	Negative	-7.0%	Priced up to $23M private placement of common stock and warrants at $3.04.
Nov 13	Share repurchase plan	Positive	-4.7%	Authorized a $50M share repurchase program for outstanding common stock.
Nov 11	Earnings and SOL gains	Positive	-4.2%	Reported record digital asset revenue and a large unrealized Solana treasury gain.

Pattern Detected

Recent history shows mixed reactions: some clearly positive capital allocation and earnings updates saw negative follow-through, while a dilutive financing closing drew a positive move.

Recent Company History

Over the past two months, UPXI has combined an aggressive Solana-centric strategy with active capital markets activity. On Nov 11, 2025, it reported record digital asset-driven revenue and a large unrealized gain yet the stock fell. A $50 million repurchase authorization on Nov 13 also coincided with a decline. Subsequent private placement pricing and closing around early December produced volatile, mostly positive reactions. Participation in multiple December investor events slightly lifted the shares. Today’s registration-focused news fits into this ongoing capital-structure repositioning.

Market Pulse Summary

The stock moved -7.5% in the session following this news. A negative reaction despite the focus on capital-raising flexibility fits UPXI’s history of volatile responses to financing and treasury updates. Earlier positive signals, such as record digital-asset earnings and a $50 million buyback authorization, coincided with price declines, showing investors’ concerns about dilution and risk concentration. With shares already well below the $5.98 200‑day MA and far under the $22.57 52‑week high, moves could have been amplified by existing skepticism toward complex funding structures.

Key Terms

equity line of credit financial

"plans to terminate its existing equity line of credit once the"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

U.S. Securities and Exchange Commission regulatory

"on Form S-3 with the U.S. Securities and Exchange Commission (the"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

registration statement regulatory

"These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement is"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

Announces Plans to Cancel Equity Line Upon S-3 Effectiveness

Move to Shelf Registration Statement Enables More Cost-Effective Capital Raising

TAMPA, Fla., Dec. 23, 2025 (GLOBE NEWSWIRE) -- Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced the filing of a shelf registration statement (“Shelf Registration”) on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2025. In addition, the Company plans to terminate its existing equity line of credit once the S-3 is effective, which has been unused to date.

The Company believes replacing the equity line of credit with a Shelf Registration will enhance its ability to access capital efficiently, providing greater flexibility over timing and pricing, while reducing overall transaction costs as it advances its Solana treasury strategy. The use of the Shelf Registration, once effective, will be at management’s sole discretion and used only when doing so would be accretive to adjusted Solana per share.

The Shelf Registration relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement is declared effective by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or 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 jurisdiction.

About Upexi, Inc.
Upexi, Inc. (Nasdaq: UPXI) is a leading digital asset treasury company, where it aims to acquire and hold as much Solana (SOL) as possible in a disciplined and accretive fashion. In addition to benefiting from the potential price appreciation of Solana - the cryptocurrency of the leading high-performance blockchain - Upexi utilizes three key value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases. The Company operates in a risk-prudent fashion to position itself for any market environment and to appeal to investors of all kinds, and it currently holds over two million SOL. Upexi also continues to be a brand owner specializing in the development, manufacturing, and distribution of consumer products. Please see www.upexi.com for more information.

Follow Upexi on X - https://x.com/upexitreasury
Follow CEO, Allan Marshall, on X - https://x.com/upexiallan
Follow CSO, Brian Rudick, on X - https://x.com/thetinyant

Forward Looking Statements
This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated use of proceeds. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Company Contact
Brian Rudick, Chief Strategy Officer
(203) 442-5391
brian.rudick@upexi.com

Investor Relations Contact
KCSA Strategic Communications
Valter Pinto or Jack Perkins
Upexi@KCSA.com

Media Relations Inquiries
Greg or Katie @STiR-communications.com
STiR-communications.com

FAQ

When did Upexi (UPXI) file the Form S-3 shelf registration?

Upexi filed the Form S-3 shelf registration with the SEC on December 22, 2025.

What happens to Upexi's equity line when the S-3 becomes effective?

Upexi plans to terminate the existing unused equity line once the S-3 is declared effective.

Can Upexi sell securities under the UPXI shelf registration today?

No. The registration has been filed but is not yet effective, so securities may not be sold until effectiveness.

How will the shelf registration affect Upexi's capital-raising strategy (UPXI)?

The shelf is intended to provide flexible timing and pricing and lower transaction costs for future raises.

Will Upexi use the shelf registration immediately after effectiveness (UPXI)?

Use of the shelf will be at management’s sole discretion and only when accretive to adjusted Solana per share.

Does the S-3 filing mean immediate dilution for UPXI shareholders?

Not necessarily; dilution would only occur if the company issues securities under the shelf after it becomes effective.