Upexi Inc SEC Filings

Upexi, Inc. (UPXI) reported a sharp swing to profitability for the quarter ended September 30, 2025, driven by its new Solana-focused treasury strategy. Total revenue was $9,239,745, including $6,083,617 of digital asset revenue from staking. The company recorded an unrealized gain on digital assets of $77,996,124, lifting income from operations to $69,155,275 and net income to $66,748,122. Basic EPS was $1.21 and diluted EPS was $0.76.

Digital assets dominated the balance sheet at fair value of $400,825,831, reflecting approximately 2,066,827 SOL tokens, split between 1,019,605 liquid and 1,047,222 locked, with locked tokens scheduled to unlock through June 30, 2028. Upexi purchased $210,748,910 of SOL during the quarter and ended with total assets of $419,728,167. The company added financing capacity with a $50,000,000 BitGo credit facility and issued $151,169,169 of 2% secured convertible notes due July 16, 2027, convertible at $4.25 per share. Operating cash flow was $(9,780,221), investing cash flow was $(30,344,568), and financing cash flow was $39,386,862, ending cash at $2,237,223.

Upexi, Inc. filed a Rule 424(b)(3) prospectus registering up to 48,026,410 shares of common stock for resale by selling stockholders. This includes 12,457,186 PIPE Shares issued under Purchase Agreements dated July 11, 2025, and 35,569,224 shares issuable upon conversion of $151,169,169 aggregate principal amount of Secured Convertible Notes dated July 16, 2025. The company is not selling shares in this offering and will not receive proceeds from sales by the selling stockholders. The stock trades on Nasdaq as UPXI.

“The Offering” section notes 58,888,756 shares outstanding prior to the offering and 94,457,980 shares assuming full note conversion, each as of September 30, 2025. Key risks highlighted include reliance on automatic effectiveness under Section 8(a)Solana-focused treasury strategy, including digital asset price volatility, potential securities-law and 1940 Act considerations, staking, custody and cybersecurity, and evolving CBD industry regulations.

Upexi, Inc. filed a resale prospectus registering up to 83,333,333 shares of common stock for potential sale from time to time by A.G.P./Alliance Global Partners under a common stock purchase agreement. These shares may be issued to the investor at 95% of the VWAP on a purchase date, subject to agreement terms.

Upexi will not receive proceeds from the Selling Stockholder’s resales. Separately, under the purchase agreement, the company may elect to sell shares to the investor for up to $500,000,000 in aggregate gross proceeds, subject to conditions including an effective registration statement and the Exchange Cap limiting issuances to approximately 19.99% of shares outstanding immediately prior to the agreement unless stockholders approve more.

The company has reserved 83,333,333 authorized and unissued shares for this facility. Shares outstanding were 58,888,756 as of September 30, 2025; the table illustrates 142,222,089 would be outstanding if all registered shares were issued. Upexi’s stock trades on Nasdaq as UPXI; the shares closed at $3.30 on November 7, 2025.

Upexi, Inc. disclosed in an 8-K that it will host its First Quarter 2026 earnings call on November 11, 2025 at 5:30 pm EST. The update appears under Item 8.01 (Other Events).

The company furnished a press release as Exhibit 99.1, noting the information is furnished and not deemed filed under the Exchange Act. Upexi’s common stock trades on the NASDAQ under the ticker UPXI.

Upexi, Inc. (UPXI) filed an 8‑K reporting investor‑relations activities. The company announced participation in multiple November 2025 investor conferences, including the New Orleans Investment Conference (November 2–5), Uncorrelated Cayman 2025 (November 9–11), Cantor Crypto & AI/Energy Infrastructure Conference (November 10–12), the 3rd Annual The Bridge Conference (November 12), Rothschild & Co Redburn FinTech Conference (November 17–18), the Roth 14th Annual ROTH Technology Conference (November 19), and the Clear Street Inaugural Disruptive Conference (November 19–20).

The company also furnished a periodic update via press release highlighting its treasury holdings, net asset value, valuation, and recent business initiatives. The materials in Item 8.01, including Exhibits 99.1 and 99.2, were furnished and not filed under the Exchange Act.

Upexi, Inc. (UPXI) reported an organizational update: on October 23, 2025, the company added Jon Najarian to its Advisory Committee. The announcement was made via a press release furnished as Exhibit 99.1.

The company described Najarian as a highly influential finance figure with deep expertise in options trading and market strategy. The information under Item 8.01 is being furnished, not filed, and is not incorporated by reference into other filings except if expressly stated.

Upexi, Inc. filed an amended S-1 registering up to 83,333,333 shares of common stock for resale by A.G.P./Alliance Global Partners under a July 25, 2025 common stock purchase agreement. These shares may be issued to the investor via VWAP Purchases priced at 95% of the trading day’s volume‑weighted average price, subject to agreement terms, an effective registration statement, and an Exchange Cap of approximately 19.99% unless stockholders approve a higher amount.

The company will not receive proceeds from any resale by the selling stockholder. Upexi may receive up to $500,000,000 in aggregate gross proceeds from sales it elects to make to the investor under the purchase agreement, in its sole discretion. Upexi has reserved 83,333,333 authorized but unissued shares to facilitate potential issuances. The selling stockholder is deemed an underwriter and may sell at market or negotiated prices, through public or private transactions.

Shares outstanding were 58,888,756 as of September 30, 2025; this is a baseline figure, not the amount being offered. The company notes reliance on Section 8(a) for automatic effectiveness, which could entail post‑effective updates or other consequences under certain circumstances.

Upexi, Inc. filed an amended S-1/A registering 48,026,410 shares of common stock for resale by selling stockholders. The registration covers 12,457,186 PIPE Shares issued under a July 11, 2025 purchase agreement and 35,569,224 shares issuable upon conversion of $151,169,169 aggregate principal amount of Secured Convertible Notes under agreements dated July 16, 2025.

The company is not selling shares in this transaction and will not receive proceeds from any sales by the selling stockholders. Upexi’s common stock trades on Nasdaq as “UPXI”; the closing price was $5.77 per share on September 30, 2025.

Shares outstanding were 58,888,756 as of September 30, 2025. Assuming full conversion of the Notes, common stock to be outstanding would be 94,457,980. The company highlights substantial risk factors, including reliance on Section 8(a) effectiveness, market and regulatory risks tied to its Solana-focused treasury strategy, and potential dilution from future securities issuances.