Upexi Inc SEC Filings

Upexi, Inc. filed a Form S-1 to register up to 83,333,333 shares of common stock for resale by A.G.P./Alliance Global Partners under a Purchase Agreement dated July 25, 2025. Under that agreement the company may direct VWAP purchases at a price equal to 95% of VWAP during a specified trading period and has reserved 83,333,333 shares for that purpose. Upexi reports 58,612,518 shares outstanding as of August 8, 2025 and notes a pro forma total of 141,945,851 shares assuming issuance and sale of all reserved shares. The Nasdaq closing price on August 8, 2025 was $6.04 per share.

Upexi describes a treasury strategy adopted in early 2025 to hold and stake Solana (SOL) on its balance sheet, using custodians Coinbase Prime and BitGo, and staking to multiple top validators. The company completed financings including a $100 million private placement in April 2025 and transactions in July 2025 including a $50 million private placement and a $151.2 million convertible note exchange to build its SOL treasury. The prospectus emphasizes that Upexi will not receive proceeds from resales by the Selling Stockholder, but may elect to sell shares to the Selling Stockholder under the Purchase Agreement for up to $500,000,000 in aggregate gross proceeds, subject to conditions and regulatory approvals. The filing highlights regulatory and market risks related to both digital assets and hemp/CBD products.

Upexi, Inc. disclosed that its SOL cryptocurrency holdings exceeded two million and provided a treasury update reflecting balances as of August 4, 2025. The company reported this development in a Current Report on Form 8-K and attached a press release as Exhibit 99.1 describing the milestone and the treasury status. The filing states the information is being furnished to the SEC and expressly notes it is not being "filed" for purposes of certain Exchange Act provisions, which affects incorporation by reference into other filings.

The disclosure is concise: it confirms a specific cryptocurrency holding milestone and a dated treasury snapshot, with the full text of the announcement included as an exhibit to the Form 8-K.

Meeting & Record Date: Special Meeting on August 19, 2025; record date June 20, 2025. As of the record date there were 38,232,732 shares outstanding.

Proposals:

• Proposal 1: Approve amendment to the 2019 Incentive Stock Plan to increase shares issuable under awards from 10,000,000 to 25,000,000.
• Proposal 2: Approve issuance of common stock under a $500,000,000 Equity Line of Credit Agreement with A.G.P./Alliance Global Partners, which could result in issuance in excess of 20% of outstanding shares absent approval.

Key metrics & governance: Board recommends FOR both proposals. Equity line entered on July 24, 2025; market price cited $6.40 (July 24, 2025) and company estimates full drawdown could dilute existing holders by ~146%. Top holders include Attestor (3,419,461 shares, 8.94%), GSR (2,306,060, 6.03%), and Michael Novogratz (2,192,983, 5.74%). Quorum requirement: 12,827,577 votes (one-third).

Upexi, Inc. (Nasdaq: UPXI) filed a Form S-1/A registering up to 48,026,410 common shares for resale by existing holders. The total comprises 12.46 M PIPE shares issued 11 Jul 2025 and 35.57 M shares issuable upon conversion of $151.17 M secured convertible notes signed 16 Jul 2025. No proceeds will accrue to the company; Upexi only covers registration costs.

Shares outstanding would rise from 53.79 M to 89.36 M on full conversion—about 66 % dilution—before another 9.9 M shares tied to options, warrants, debt and preferred stock. The last Nasdaq close cited was $5.06 (16 Jul 2025).

Upexi owns and manufactures consumer brands such as LuckyTail (pet care), PRAX (paraxanthine energy), Cure Mushrooms, Moonwlkr (cannabinoids) and Gumi Labs. Early 2025 management adopted a treasury policy allocating a large portion of excess cash to acquiring and staking Solana (SOL). A $100 M private placement (Apr 2025) and a $50 M PIPE plus the above notes (Jul 2025) fund this strategy. The prospectus details extensive risks: regulatory uncertainty around digital assets, product-liability exposure, supply-chain cost pressures, cybersecurity, and potential Nasdaq delisting.

Upexi is a non-accelerated, smaller-reporting, emerging-growth filer and does not anticipate paying dividends, preferring to reinvest cash in operations and its SOL treasury.

On 30 June 2025, Kathmere Capital Management, LLC, a Pennsylvania-based registered investment adviser, filed a Schedule 13G disclosing a new passive position in Upexi, Inc. (UPXI).

• Shares owned: 2,192,983 Class A shares (CUSIP 39959A205)
• Ownership percentage: 5.9% of the outstanding class
• Voting power: 0 shares (no sole or shared voting authority)
• Dispositive power: Sole dispositive power over the full 2.19 million shares
• Filing basis: Rule 13d-1(b) — ordinary-course, non-control investment by an SEC-registered investment adviser

The filing states the securities were acquired "in the ordinary course of business" and not for the purpose of influencing control. No group membership, subsidiaries, or other reporting persons are identified. This adds a new institutional holder of almost 6%, potentially improving UPXI’s liquidity and visibility, but conveys no activist intent.