Upexi Inc SEC Filings

UPXI (S-1/A) shows material operational restructuring and financing activity. The company relocated manufacturing from Nevada to Florida, leasing warehouse and office space in Tampa and completing the move by August 1, 2024. The company sold a building for $4.3 million and recognized asset sales and impairment charges including a $4,274,680 impairment of intangible assets and a $569,195 loss on asset sales related to the manufacturing move. Inventory reserves increased to $803,073 at March 31, 2025 from $605,470 at June 30, 2024. Accounts receivable valuation allowances rose to $591,600 at March 31, 2025 from $61,750 at June 30, 2024 with bad debt expense increasing materially.

The company amended multiple promissory notes with interest-only periods at 12% and issued warrants tied to notes. Convertible financings and warrants were outstanding and a private placement generated approximately $92.586 million net proceeds. Discontinued operations from a divestiture (VitaMedica) were reported and classified out of continuing operations. The filing discloses potential dilution risks from shares issued then returned by the transfer agent following a reverse stock split.

UPEXI, Inc. amended its S-1 registration and disclosed multiple operational and financing developments. The company entered leases in Tampa for a ~20,400 sq ft distribution center and ~5,700 sq ft corporate office and spent $611,768 on leasehold improvements to prepare a new manufacturing facility; product manufacturing relocated from Nevada to Florida and reached full capacity as of August 1, 2024. The company recorded large non-cash charges: an impairment of intangible assets of $4,274,680 and goodwill eliminations totaling $3,594,745. Inventory reserves and a valuation allowance rose materially to $803,073 and $6,100,000 respectively. The company sold a building for $4,300,000 and completed transactions classifying VitaMedica as discontinued operations. Financing activity included convertible notes, amended promissory notes with interest-only periods, warrant issuances, and a private placement that netted approximately $92,586,000.

Upexi, Inc. intends to build a treasury of Solana (SOL) tokens by issuing equity and convertible debt, staking the majority of treasury SOL to earn staking yield and purchasing "locked" Solana at a management-estimated 14% discount to month-end spot prices to capture upside as discounts move to par. The company discloses operational risks tied to the Solana network, including validator behavior, higher transaction fees, Maximal Extractable Value (MEV) practices and potential regulatory responses that could reduce SOL utility and share value. Financial highlights include a large increase in credit loss allowance to $636,600 and bad debt expense of $933,950 for the year ended June 30, 2025, inventory and reserve movements, impairments and asset disposals tied to prior acquisitions and facility moves, and use of a collateralized digital-asset credit facility that was $20.0M at June 30, 2025 and subsequently increased to $50.0M to fund Solana purchases. The company reports multiple legal proceedings and contingent liabilities and numerous debt issuances, conversions and warrant arrangements that have resulted in share issuances to satisfy obligations.

UPEXI, Inc. amended its S-1 registration and disclosed multiple material operational and financing developments. The company sold a building for $4.3 million and completed a private placement that generated approximately $92.586 million net. It relocated product manufacturing from Nevada to Florida and reported that manufacturing was at full capacity as of August 1, 2024. The company recognized significant non-cash charges, including an $4,274,680 impairment of intangible assets and a $3,594,745 goodwill write-off related to Cygnet. Credit and liquidity pressures are evident: increased inventory reserves to $803,073, a valuation allowance that rose to $6.1 million (and later referenced at $7.79 million), rising bad debt expense, and amended promissory notes with elevated interest rates (notably 12% pa interest-only amendments). The company also disclosed potential dilution risks tied to a reverse stock split rounding dispute and outstanding convertible instruments and warrants.

UPXI (S-1/A) amendment discloses multiple operational, financing and asset items. The company relocated manufacturing from Nevada to Florida and occupies a new Tampa warehouse and headquarters lease, recording $611,768 in leasehold improvements and moving production to full capacity as of August 1, 2024. The company sold a building for $4,300,000 (closing July 8, 2024). It recorded significant non-cash charges: an $4,274,680 impairment of intangible assets (including $3,300,000 for Cygnet vendor list and $974,680 for LuckyTail customer decline) and recorded goodwill eliminations of $3,594,745. Valuation allowances rose to $6,100,000 (June 30, 2024) and $7,791,500 (March 31, 2025). Bad debt expense and reserves increased materially (e.g., $773,915 bad debt for nine months ended March 31, 2025 and accounts receivable reserve $591,600 at March 31, 2025). Financing activity includes amended promissory notes with investor amendments, convertible notes/warrants and a private placement netting approximately $92,586,000. The filing records a dispute over ~202,183 shares related to a reverse split and potential dilution being litigated in federal court.

Upexi, Inc. amended its S-1 registration and disclosed several material operational and financial developments. The company leased warehouse and office space in Tampa, Florida for distribution and corporate headquarters. It sold a building for $4,300,000 and completed a move of product manufacturing to Florida by August 1, 2024. The company recorded an $4,274,680 impairment of intangible assets and eliminated goodwill related to acquisitions totaling $3,594,745 and $2,889,158 in prior periods. Inventory reserves increased to $803,073 at March 31, 2025 and bad debt expense rose to $773,915 for the three months ended March 31, 2025. The firm reported a $6,100,000 valuation allowance and described several amended promissory notes and convertible financings, including warrants and debt restructurings. The company received approximately $92,586,000 net from a private placement.

Upexi, Inc. amended its S-1 registration and disclosed multiple operational, financing and restructuring items. The company recorded significant intangible impairments of $4,274,680 in fiscal 2024, including $974,680 related to LuckyTail and $3,300,000 related to Cygnet vendor lists. A $6,100,000 valuation allowance was recorded at June 30, 2024, rising to $7,791,500 at March 31, 2025. Inventory reserves increased to $803,073 at March 31, 2025 from $605,470 at June 30, 2024. The company sold a building for $4,300,000 on July 8, 2024 and moved manufacturing from Nevada to Florida, completing the move by August 1, 2024.

The company disclosed multiple debt amendments and financings, including amended promissory notes with related warrants, a $1,500,000 Marshall loan with 8.5% cash interest plus 3.5% PIK, and convertible notes originally $7,500,000 with related warrants. The reverse stock split and issuance/return of 202,183 shares to DTC created a pending dilution dispute in federal court.