Every 424B that Upexi, Inc. (UPXI) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow UPXI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UPXI filings page.
Upexi, Inc. is registering for resale by a single institutional selling stockholder up to 12,242,300 shares of Common Stock, consisting of 5,250,000 outstanding shares and 6,992,300 shares issuable upon exercise of Pre-Funded Warrants issued in a June 21, 2026 private placement. The company is not selling shares in this registration and will not receive proceeds from resales, but will receive $0.00001 per share upon any warrant exercise.
In that private placement, an existing holder of Upexi’s Secured Convertible Note applied $19,542,634.54 of note principal as the aggregate purchase price, retiring that amount and leaving $16,419,340.46 outstanding on the original $35,961,975 note. The securities are subject to a 9.99% beneficial ownership limitation aggregating Shares, Pre-Funded Warrants, warrant shares and the note. Shares of Common Stock outstanding were 73,452,358 prior to this offering and 85,694,658 assuming full exercise of all Pre-Funded Warrants; this is a baseline figure, not the amount being offered. Upexi operates as a diversified consumer-brand owner and maintains a digital asset treasury program that allocates a substantial portion of its balance sheet to Solana (SOL), with SOL price volatility highlighted as a key risk.
Upexi, Inc. is conducting a registered direct offering of 6,337,000 shares of common stock and common warrants to purchase up to 6,337,000 additional shares at a combined price of $1.17 per share and warrant, for gross proceeds of $7,414,290 and estimated net proceeds of $7,043,575. The common warrants have a $1.50 exercise price, are immediately exercisable, and expire five years after issuance.
Upexi plans to use the cash mainly for general corporate purposes, working capital, and its internally managed Solana (SOL) maximum return treasury strategy. The company will also amend 3,289,474 existing warrants issued in December 2025, cutting the exercise price from $4.00 to $2.83 per share and lowering the redemption trigger from $8.50 to $7.00. Shares outstanding are expected to be 69,760,581 after the offering, and the company highlights immediate dilution of approximately $0.22 per share to new investors.
Upexi, Inc. is registering up to 15,046,852 shares of common stock for resale, issuable upon conversion of a $35,961,975 secured convertible note held by Hivemind Validation Master Fund at a fixed conversion price of $2.39 per share.
The note bears 1.0% annual cash interest and matures on January 9, 2028; principal is never repaid in cash but is settled in stock or by returning staked Solana contributed as collateral. Upexi will not receive proceeds from the selling stockholder’s share sales. The filing highlights significant risks tied to potential dilution, Solana price volatility, evolving crypto regulation, and the possibility of being deemed an investment company if digital assets are classified as securities.
Upexi, Inc. has established an at-the-market offering of up to $500,000,000 of common stock through A.G.P./Alliance Global Partners as sales agent, which will earn a 3.0% commission on gross proceeds. At the February 2, 2026 Nasdaq price of $1.62, this would correspond to up to about 308.6 million shares if fully sold, compared with 63,208,083 shares outstanding as of February 3, 2026.
The company, a diversified consumer brands owner, has shifted its treasury strategy to concentrate heavily in Solana (SOL) digital assets, using staking to generate yield. Net proceeds are expected to be used for general corporate purposes, potentially including additional Solana purchases, which exposes shareholders to significant crypto price volatility, regulatory uncertainty, investment-company-status risk, cyber and custody risks, and possible dilution from future stock issuances.
Upexi, Inc. has filed a prospectus covering the potential resale by a single selling stockholder of up to 6,578,948 shares of its common stock. This includes 3,289,474 PIPE Shares already issued in a private investment in public equity (PIPE) and 3,289,474 Warrant Shares issuable upon exercise of warrants at $4.00 per share. Upexi is not selling shares itself and will not receive proceeds from any resale, but would receive cash if the warrants are exercised.
The company reports 63,208,083 shares of common stock outstanding as of December 1, 2025, inclusive of the PIPE Shares, rising to 66,497,557 shares if all warrants are exercised. Upexi describes a strategic shift toward a Solana-focused digital asset treasury, staking approximately 95% of its SOL holdings, and highlights extensive risks tied to crypto regulation, Solana price volatility, CBD-related regulations, operational challenges, and potential Nasdaq listing compliance issues.
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), no expected dividends, and extensive disclosures on Upexi’s 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.