UPXI 8-K: Company Reports Over 2,000,000 SOL and Treasury Status

Rhea-AI Filing Summary

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.

Positive

• SOL holdings surpassed two million, a clearly stated treasury milestone documented by the company
• Press release attached as Exhibit 99.1, providing an identifiable source for the announcement and treasury update

Negative

• None.

Insights

Financial Analyst

TL;DR: Upexi reported its SOL holdings surpassed two million and furnished a dated treasury update; the disclosure is factual and limited in scope.

The 8-K furnishes a precise treasury milestone—>2,000,000 SOL—and references an attached press release as the primary source of detail. As presented, the filing provides a snapshot of on-balance-sheet crypto holdings but contains no accompanying valuation, realized/unrealized gain/loss details, or balance-sheet or liquidity context. For analysts, the announcement is a clear data point but requires the Exhibit 99.1 release or subsequent filings for valuation and accounting implications.

Corporate Governance Expert

TL;DR: The company properly furnished a press release disclosing a treasury milestone and clarified the information is furnished, not filed.

The Form 8-K follows standard disclosure practice by furnishing a press release and explicitly stating the information is not ‘‘filed’’ for Section 18 purposes, preserving customary liability and incorporation-by-reference limitations. The filing documents a material treasury update in a transparent manner but does not expand on governance, risk controls over crypto custody, or accounting treatment—areas that would require further disclosure if material to investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2025

_______________________________

UPEXI, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware		001-40535		83-3378978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

(727) 287-2800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001		UPXI		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 5, 2025, Upexi, Inc. (the “Company”) issued a press release announcing its SOL holdings had surpassed two million and provided its treasury update as of August 4, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. 

The information in Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
99.1		Press Release of Upexi, Inc., dated August 5, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		UPEXI, INC.
Dated: August 8, 2025		/s/ Andrew J. Norstrud
		Name: Andrew J. Norstrud
		Title: Chief Financial Officer

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FAQ

What did Upexi (UPXI) disclose in this 8-K?

Upexi disclosed that its SOL holdings exceeded two million and provided a treasury update reflecting balances as of August 4, 2025.

Is the press release included with Upexi's 8-K?

Yes. The press release announcing the milestone and treasury update is attached as Exhibit 99.1 to the Form 8-K.

Was the information in Item 8.01 filed or furnished?

The filing states that the information, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

Does the 8-K provide valuation or accounting details for the SOL holdings?

No. The Form 8-K notes the holding milestone and a treasury update date but does not include valuation, realized gains/losses, or specific accounting figures.

What date does the treasury update reference?

The treasury update is stated to be as of August 4, 2025, and the press release was issued on August 5, 2025.