Upexi, Inc. 8-K Filings

Upexi, Inc. (UPXI) announced that Chief Strategy Officer Brian Rudick will attend the FT Partners FinTech Conference 2026 in New York on September 15, 2026, for investor meetings. The event provides a venue for discussions with current and prospective investors about the company’s strategy.

Upexi describes itself as a leading digital asset treasury company focused on Solana (SOL), aiming to acquire and hold SOL in a disciplined and accretive manner. The company currently holds over two million SOL and seeks value through intelligent capital issuance, staking, and discounted locked token purchases, while operating in what it characterizes as a risk-prudent fashion. Upexi also continues to own and operate consumer brands involved in developing, manufacturing, and distributing consumer products.

Upexi, Inc. reported that on July 30, 2026 it received a notification from Nasdaq that its common stock no longer meets the Nasdaq Listing Rule 5550(a)(2) minimum bid price requirement of $1.00 per share, after trading below that level for 30 consecutive business days from June 16 through July 29, 2026.

The notice does not immediately remove the stock from Nasdaq. Upexi has an initial 180-day compliance period, until January 26, 2027, during which its closing bid must be at least $1.00 for at least ten consecutive business days, or longer if Nasdaq so requires. The company is monitoring its share price and evaluating alternatives, including a possible reverse stock split, but there is no assurance it will regain or maintain Nasdaq listing compliance.

Upexi announced a strategic partnership with Blueprint, an institutional staking and digital-asset infrastructure platform, to stake a portion of its Solana (SOL) treasury on Blueprint’s high-performance validator. The goal is to responsibly grow Upexi’s SOL holdings while supporting the Solana network’s decentralization and performance.

Blueprint provides institutional-grade infrastructure, real-time monitoring, and comprehensive reporting, which Upexi views as aligning with its focus on operational rigor and yield generation. Upexi describes itself as a leading digital asset treasury company that currently holds over two million SOL and uses capital issuance, staking, and discounted locked token purchases as key value-accrual mechanisms, alongside its consumer brands business.

Upexi, Inc. announced it has been added to the Russell Microcap Index as part of the June 2026 Russell US Indexes reconstitution. Membership becomes effective at the open of U.S. equity markets on June 29, 2026.

The company highlights this as a milestone that broadens its visibility with institutional investors and index funds. Upexi positions itself as a digital asset treasury company focused on acquiring and holding Solana (SOL) using staking, intelligent capital issuance, and discounted locked token purchases, and states it currently holds over two million SOL while also operating consumer brands.

Upexi, Inc. entered into a three-year Advisory Services Agreement with Hivemind Capital Partners, LLC to provide consulting on its business, operations and capital markets strategies. Hivemind acts solely as an adviser and cannot bind the company or execute transactions.

Upexi will pay quarterly advisory fees in common stock equal to 31.25 basis points of its market capitalization each quarter, for a total annual fee of 1.25%, with shares issued in advance within 15 days after each quarter-end measurement date starting June 30, 2026. Issuances are limited so that Hivemind and its affiliates do not exceed 9.99% beneficial ownership; any excess is paid in cash.

The equity issued as Advisory Fee Shares relies on a private placement exemption under Section 4(a)(2) and Rule 506(b) of Regulation D, and Upexi has agreed to provide customary registration rights, including filing a resale registration statement for those shares within 30 days after issuance.

Upexi, Inc. entered into a securities purchase agreement with an existing accredited investor to exchange debt for equity through a private placement. The company will issue 12,242,300 shares of common stock, or pre-funded warrants in lieu of shares, at approximately $1.60 per share to reduce about $19.5 million of existing debt before fees. No placement agent was used, and the transaction relies on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D. Upexi describes itself as a Solana-focused digital asset treasury and consumer brands company and reports holding roughly 2.4 million SOL.

Upexi, Inc. held its 2026 Annual Meeting of Shareholders on June 15, 2026. Shareholders elected all five director nominees—Allan Marshall, Andrew J. Norstrud, Gene Salkind, Lawrence Dugan, and Thomas Williams—to one-year terms, with support ranging from 90.16% to 92.93% of votes cast. Shareholders also ratified GBQ Partners LLC as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 28,687,393 votes for, 299,821 against, and 226,935 abstentions.

Upexi reported fiscal third quarter 2026 results showing rapid growth in its Solana-focused treasury business alongside very large non-cash losses. Total revenue for the quarter reached $4.6 million, up from $3.2 million a year earlier, driven by digital asset revenue of $3.5 million. Gross profit was $4.4 million, up 179% year-over-year due to the addition of the digital asset treasury business.

The company recorded a net loss of $109.3 million, or $1.67 per share, compared with a net loss of $3.8 million, or $2.87 per share, largely from $92.3 million of unrealized losses on digital assets and additional realized losses on digital asset activity. Upexi increased cash and cash equivalents to $3.5 million, reduced short-term debt by about $7.6 million, and repurchased roughly 2.9 million shares over nine months. Management states its Solana holdings grew about 9% during the quarter to over two million SOL and estimates that by July 1, 2026, ongoing cash expenses for operations and interest will be less than staking revenue at the current Solana price.

Upexi, Inc. plans to host its third quarter 2026 earnings conference call on Tuesday, May 12, 2026, at 5:30 p.m. The call details and webcast link are available in the investor relations section of its website, and a replay will be accessible until May 26, 2026.

The company describes itself as a leading digital asset treasury business focused on acquiring and holding Solana (SOL) through capital issuance, staking, and discounted locked token purchases, and notes that it currently holds over two million SOL while also operating consumer product brands.

Upexi, Inc. announced that Chief Strategy Officer Brian Rudick will attend the 13th Annual Scottsdale Capital Event, an investor-focused conference taking place at The Westin Kierland Resort & Spa in Scottsdale from April 10-12, 2026. Rudick will participate in investor meetings, offering a chance for one-on-one discussions with the company’s management team.

Upexi describes itself as a leading digital asset treasury company focused on acquiring and holding Solana (SOL) in a disciplined, accretive way. It uses intelligent capital issuance, staking, and discounted locked token purchases as value-accrual mechanisms and reports holding over two million SOL. The company also owns and operates consumer brands involved in developing, manufacturing, and distributing consumer products.

Upexi, Inc. plans active investor outreach in March 2026. Management will present at the Webull Digital Asset Treasury Crypto Webinar on March 12, where Chief Strategy Officer Brian Rudick will speak virtually, and hold investor meetings at the 38th Annual ROTH Conference from March 22–24 in Dana Point.

The company describes itself as a leading digital asset treasury business focused on Solana and a consumer brands owner. Upexi aims to acquire and hold as much Solana (SOL) as possible using intelligent capital issuance, staking, and discounted locked token purchases, and currently holds over two million SOL while emphasizing a risk-prudent operating approach.

Upexi, Inc., a Solana-focused digital asset treasury company and consumer brands owner, will hold one-on-one investor meetings at A.G.P.’s Digital Asset Innovation Summit on February 22-25, 2026, at the Park Hyatt in Beaver Creek, Colorado. Chief Strategy Officer Brian Rudick is scheduled to attend.

Upexi aims to acquire and hold Solana (SOL) in a disciplined way using capital issuance, staking, and discounted locked token purchases, and currently holds over two million SOL. The company also develops, manufactures, and distributes a range of consumer products.

Upexi, Inc. has priced a $7.4 million registered direct offering with a single institutional investor, selling 6,337,000 shares of common stock together with warrants to purchase up to 6,337,000 additional shares at a combined price of $1.17 per share and warrant.

The new warrants have an exercise price of $1.50 per share, are exercisable immediately, and will expire five years after issuance, with a forced conversion trigger at $5.00 per share. Upexi plans to use the net proceeds for working capital, general corporate purposes, and its internally managed Solana (SOL) maximum return strategy.

The company will also amend existing warrants covering 3,289,474 shares issued in December 2025, reducing the exercise price from $4.00 to $2.83 per share and lowering the redemption trigger from $8.50 to $7.00, effective upon closing, which is expected on or about February 9, 2026, subject to customary conditions.

Upexi, Inc. reported that it is ending a key financing arrangement. On February 4, 2026, the company gave A.G.P./Alliance Global Partners written notice terminating their Common Stock Purchase Agreement dated July 25, 2025, under the agreement’s own termination provisions.

The termination is for convenience, not due to any breach by either party, and will become effective at 5:00 p.m. Eastern Time on February 12, 2026. Upexi attached the formal termination notice as an exhibit to this report for reference.

Upexi, Inc. entered into a Common Stock Sales Agreement with A.G.P./Alliance Global Partners on January 30, 2026, allowing it to sell common stock from time to time in an at-the-market offering under Rule 415(a)(4).

Shares will be offered under Upexi’s effective Form S-3 shelf registration statement and related prospectus supplement filed on February 4, 2026. Sales may be made on The Nasdaq Stock Market LLC or through other permitted methods, and Upexi will pay the sales agent a 3.0% commission on aggregate gross proceeds from each sale.

Upexi, Inc. filed a current report to share that it will host a conference call and report its financial results for the second quarter ended December 31, 2025 on Tuesday, February 10, 2026. The company issued a press release about the upcoming call, which is provided as an exhibit and referenced in this report. Details on accessing the call are available in the Investor Relations section of Upexi’s website.

Upexi, Inc. has formally increased its authorized capital stock to 1,010,000,000 shares. This consists of 1,000,000,000 shares of common stock with a par value of $0.00001 per share and 10,000,000 shares of blank check preferred stock with the same par value.

The change was implemented through a Certificate of Amendment to the company’s Certificate of Incorporation filed in Delaware on January 22, 2026. The amendment was previously approved by shareholders at a June 16, 2025 special meeting and adopted in accordance with Delaware corporate law.

Upexi, Inc. entered into a Securities Purchase Agreement with Hivemind Validation Master Fund under which it issued a secured convertible promissory note with an original principal amount of approximately $36 million, in exchange for 265,500 locked Solana (SOL) units contributed as digital assets.

The note bears interest at 1.0% per annum, payable quarterly in cash, and is convertible at the investor’s option into common stock at a fixed price of $2.39 per share, with certain ownership limits and potential forced conversion if trading, liquidity, and registration conditions are met. The principal is never payable in cash; instead, at maturity on January 9, 2028, or upon default, any unconverted balance entitles the investor to a pro rata return of the digital assets, and the investor bears the risk if their market value is below the note balance.

Upexi also granted the investor a first-priority security interest over the Solana holdings and related accounts, limiting transfers while the note is outstanding. Management shared with the investor an internal, non-GAAP modified net asset value estimate showing adjusted treasury net asset value of approximately $234.4 million as of January 9, 2026, corresponding to a fully loaded modified net asset value of about 0.92x, and emphasized that these figures rely on assumptions about digital assets, debt, cash, and conversion scenarios that may change.

Upexi, Inc. reported several corporate updates related to capital allocation and investor outreach. The company plans to implement a risk-adjusted high yield strategy intended to materially enhance its Solana treasury returns in 2026 and disclosed its total SOL holdings as of January 5, 2026.

Upexi also reported that it repurchased 416,226 shares of its common stock at an average price of $1.92, and that CEO Allan Marshall purchased 200,000 shares in December 2025, signaling recent insider and corporate share accumulation. In addition, the company announced plans to participate in two investor conferences during January 2026 to engage with the investment community.

Upexi, Inc. furnished an 8‑K announcing results of operations and financial condition for the quarter ended September 30, 2025. The company disclosed these updates via a press release attached as Exhibit 99.1, dated November 11, 2025, under Item 2.02.

The information is being furnished and is not deemed filed under the Exchange Act, nor incorporated by reference except as specifically stated. Upexi’s common stock trades on NASDAQ under the symbol UPXI.

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 a current report to share that its management will participate in several investor conferences in October 2025. These include A.G.P.’s Digital Asset Treasury Showcase on October 8, the Planet Microcap Showcase from October 21–23, and the Maxim Growth Summit from October 22–23. The company furnished a press release with these details as an exhibit, clarifying that this information is being provided for informational purposes and is not deemed filed under securities law unless specifically incorporated by reference in future filings.

Upexi, Inc. added S◎L Big Brain to the company’s Advisory Committee, joining Arthur Hayes as founding members of this group. The move, announced in a press release dated September 30, 2025, expands the small group of external advisors that provide guidance to the company. The report notes that the press release is furnished for informational purposes under securities laws rather than being treated as part of Upexi’s formal financial reporting.

Upexi, Inc. filed a current report to furnish a press release with financial highlights for the year ended June 30, 2025 and an update on its cryptocurrency holdings. The company reports a Solana treasury position valued at $433 million as of September 23, 2025 and 2,018,419 SOL tokens as of September 10, 2025. The press release also discusses metrics such as net asset value, unrealized gains, Solana per share, and staking activity, providing more detail on how these digital assets relate to the company’s overall financial position.

Upexi, Inc. filed a current report to inform investors that its management team will participate in several investor conferences in September 2025. These include the 5th Annual Needham Virtual Crypto Conference on September 4, 2025, the H.C. Wainwright 27th Annual Global Investment Conference taking place between September 8 and September 10, 2025, and the FT Partners FinTech Conference 2025 on September 16, 2025.

The company states that this information is being furnished under the securities laws and will not automatically be incorporated into other SEC filings unless specifically referenced.

Upexi, Inc. entered into and closed an agreement with Alpha Exchange, a next-generation cryptocurrency trading platform, on August 22, 2025. Upexi invested $750,000 in exchange for a royalty equal to 14.9% of all future gross revenue generated by the Alpha Exchange platform.

The agreement allows Upexi to make two additional investments of $250,000 each. The first would follow completion of the platform and achievement of 10,000 active users, increasing Upexi’s royalty to 19.9% of gross revenue. A second additional $250,000 investment is tied to Alpha Exchange reaching 25,000 active users. At that stage, Upexi may either keep its 19.9% royalty in perpetuity or convert a portion of its interest into a 9.99% equity stake in Alpha Exchange on a fully diluted basis.

Upexi, Inc. reported that on August 25, 2025 it and certain purchasers agreed to amend their July 11, 2025 Securities Purchase Agreement. The purchasers granted a one-time waiver of compliance with Section 4.12 of that agreement and the parties amended and restated the definition of “Exempt Issuance,” which governs which future issuances are excluded from certain deal protections.

As part of the amendment, Upexi agreed to issue each purchaser a greenshoe instrument, giving the right to purchase additional shares of Upexi common stock equal to 25% of that purchaser’s initial subscription amount under the original agreement. The company also provided the waiver and amendment agreement and the form of greenshoe instrument as exhibits to this report.

Upexi, Inc. reported the results of a Special Meeting of Stockholders held on August 19, 2025. Stockholders representing 26,469,737 shares, or 66.62% of the total outstanding shares, were present by proxy.

They approved increasing the shares available under the Incentive Plan from 10,000,000 to 25,000,000 shares, with 23,258,140 votes for, 160,274 against, and 3,051,323 withheld. Stockholders also approved the issuance of common stock under a $500M securities purchase agreement with Alliance Global Partners that may exceed 20% of the shares outstanding on the agreement date, with 23,371,125 votes for, 45,878 against, and 3,052,734 withheld.

Upexi, Inc. reported that it has formed a new Advisory Committee on August 12, 2025. The company states that this committee is intended to help optimize performance, increase visibility, and unlock capital raising opportunities. Upexi also announced that Arthur Hayes is joining as the first member of this Advisory Committee. Additional details are provided in a press release dated August 12, 2025, which is included as an exhibit and incorporated by reference.

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.

Upexi (NASDAQ:UPXI) filed an 8-K disclosing plans to tokenize its SEC-registered common shares through Superstate’s Opening Bell on-chain issuance platform. The disclosure, furnished under Items 7.01 and 8.01, signals a potential shift toward blockchain-based equity settlement aimed at expanding investor accessibility and secondary-market liquidity. No financial terms, implementation timeline or required approvals were provided. The press release (Exhibit 99.1) is deemed "furnished"—not "filed"—and therefore is not subject to Section 18 liability nor automatically incorporated into future registration statements. No changes to share count, guidance or listing status were announced.

The Form 8-K filed on June 19, 2025 discloses the results of Upexi, Inc.’s (NASDAQ: UPXI) Annual Meeting held June 16, 2025. All five incumbent directors—Allan Marshall, Andrew Norstrud, Gene Salkind, Thomas Williams and Lawrence Dugan—were re-elected with more than 96 % of votes cast in favor (for example, Mr. Norstrud received 1,832,266 FOR versus 22,279 WITHHELD).

Governance actions approved

• Re-domiciling to Delaware: 1,835,223 FOR, 2,150 AGAINST, 17,172 ABSTAIN; 301,423 broker non-votes.
• Stock Option Plan increase: shareholders authorized lifting the plan limit to 10,000,000 shares (1,780,880 FOR, 73,501 AGAINST).
• Say-on-pay (non-binding): 1,784,871 FOR, 69,408 AGAINST.
• Say-on-pay frequency: a triennial (3-year) vote received the strongest support—1,659,927 votes—compared with 191,206 (1-year) and 1,425 (2-year).
• Auditor ratification: GBQ Partners LLC re-appointed with 2,109,084 FOR versus 45,622 AGAINST.

No financial results, acquisitions or other material transactions were reported. The filing mainly confirms broad shareholder support for existing leadership, a corporate move to Delaware—often viewed as governance-friendly—and an expanded equity incentive pool that could produce future dilution. No broker non-votes affected Items 1, 3 or 4; approximately 301 k broker non-votes were recorded on other proposals.

On June 17, 2025, Upexi, Inc. (NASDAQ: UPXI) furnished a Form 8-K under Items 7.01 (Regulation FD) and 8.01 (Other Events). The filing discloses that Chief Strategy Officer Brian Rudick, CFA will join a panel at the ICR Conference Spotlight Series on Friday, June 20, 2025 at 11:00 a.m. ET. The related press release is included as Exhibit 99.1. No financial statements, earnings guidance or transactional details accompany the disclosure, and the Company specifies that the information is being “furnished” rather than “filed,” meaning it will not be incorporated into future Securities Act or Exchange Act filings by default.

The 8-K contains the customary securities listing information and signatures, but otherwise provides only conference-related details. As such, the filing is primarily intended to raise investor awareness of the upcoming presentation and does not modify the Company’s previously reported financial outlook or strategy.