Welcome to our dedicated page for Upexi SEC filings (Ticker: UPXI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Upexi, Inc. (UPXI) SEC filings page brings together the company’s regulatory disclosures, offering a detailed view of how it presents its Solana-focused digital asset treasury strategy and consumer brands operations to regulators and investors. Upexi’s registration statements and current reports describe its role as a digital asset treasury company centered on Solana (SOL), alongside its activities as a brand owner involved in the development, manufacturing, and distribution of consumer products.
In its S-1 and S-1/A registration statements, Upexi outlines its Solana treasury strategy, including the decision to hold SOL directly on its balance sheet, allocate a significant portion of its assets to this digital asset, and generate digital asset revenue primarily through staking. These filings explain how the company delegates SOL to multiple validators, manages staking and unstaking processes, and addresses liquidity and concentration risks within its staking program.
Upexi’s SEC filings also detail its capital markets transactions, such as private placements of common stock, warrants, and secured convertible notes, as well as shelf registration statements and equity line arrangements. Prospectus disclosures describe how these instruments may be used, the number of shares registered for resale, and the company’s characterization of these activities as part of its approach to financing its Solana treasury and corporate needs.
Current reports on Form 8-K provide additional context, including announcements of earnings releases, investor conference participation, advisory committee additions, and the termination of an asset management agreement that led to an arbitration proceeding. Together, these filings allow readers to track Upexi’s digital asset strategy, consumer brands business, financing structures, and significant corporate events through official SEC documents, which can then be interpreted with the help of AI-powered summaries and highlights.
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. 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. 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.
Marex Securities Products Inc. and its parent Marex Group plc have disclosed a beneficial ownership position in Upexi, Inc. common stock. The filing reports beneficial ownership of 3,297,966 shares of Upexi common stock, representing 5.2% of the outstanding class. Both entities report sole voting and sole dispositive power over these shares, with no shared voting or shared dispositive power.
The securities are Upexi common stock with a par value of $0.001 per share. The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Upexi, and are not part of any control-related transaction other than activities solely in connection with a nomination under the applicable proxy rule.