Upexi Inc SEC Filings

Upexi, Inc. amended its S-1 registration and disclosed material operational and financings developments. The company relocated manufacturing to Florida and leased new warehouse and headquarters space in Tampa. It sold a building for $4.3 million and completed a move of product manufacturing to full capacity as of August 1, 2024. The company recorded significant non-cash charges including an $4,274,680 impairment of intangible assets and recognized goodwill write-offs tied to acquisitions. Inventory reserves and bad debt expense increased materially, with a valuation allowance of $6,100,000 at June 30, 2024 rising to $7,791,500 at March 31, 2025. Debt arrangements were amended, including promissory notes with interest-only periods at 12% per annum and other financings; convertible securities and warrants remain outstanding. The company reported discontinued operations from the sale of VitaMedica and cited a potential dilution issue from reverse-split share rounding that is the subject of litigation.

Upexi, Inc. Schedule 13G/A discloses that several related GSR entities and CNC Inversiones Ltd. hold material positions in the company’s common stock. GSR Growth Investments LP (and its GP) report beneficial ownership of 4,006,210 shares (7.22%), comprised of 2,306,059 shares held and 1,700,151 shares issuable upon exercise of pre-funded warrants. CNC Inversiones Ltd. (and related individuals) report 4,385,965 shares (7.54%) issuable upon exercise of pre-funded warrants. GSR Strategies LLC and GSR USA Intermediate LLC report 2,192,982 shares (3.92%) issuable upon exercise of warrants. All reporting persons state no sole voting or dispositive power and instead report shared voting and dispositive power over the disclosed shares. The reported percentages are calculated against a base of 53,792,462 outstanding shares plus the issuable shares referenced above. The filing includes a joint acquisition statement exhibit.

Upexi, Inc. filed a Form S-1 to register up to 83,333,333 shares of common stock for resale by A.G.P./Alliance Global Partners under a Purchase Agreement dated July 25, 2025. Under that agreement the company may direct VWAP purchases at a price equal to 95% of VWAP during a specified trading period and has reserved 83,333,333 shares for that purpose. Upexi reports 58,612,518 shares outstanding as of August 8, 2025 and notes a pro forma total of 141,945,851 shares assuming issuance and sale of all reserved shares. The Nasdaq closing price on August 8, 2025 was $6.04 per share.

Upexi describes a treasury strategy adopted in early 2025 to hold and stake Solana (SOL) on its balance sheet, using custodians Coinbase Prime and BitGo, and staking to multiple top validators. The company completed financings including a $100 million private placement in April 2025 and transactions in July 2025 including a $50 million private placement and a $151.2 million convertible note exchange to build its SOL treasury. The prospectus emphasizes that Upexi will not receive proceeds from resales by the Selling Stockholder, but may elect to sell shares to the Selling Stockholder under the Purchase Agreement for up to $500,000,000 in aggregate gross proceeds, subject to conditions and regulatory approvals. The filing highlights regulatory and market risks related to both digital assets and hemp/CBD products.

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.

Meeting & Record Date: Special Meeting on August 19, 2025; record date June 20, 2025. As of the record date there were 38,232,732 shares outstanding.

Proposals:

• Proposal 1: Approve amendment to the 2019 Incentive Stock Plan to increase shares issuable under awards from 10,000,000 to 25,000,000.
• Proposal 2: Approve issuance of common stock under a $500,000,000 Equity Line of Credit Agreement with A.G.P./Alliance Global Partners, which could result in issuance in excess of 20% of outstanding shares absent approval.

Key metrics & governance: Board recommends FOR both proposals. Equity line entered on July 24, 2025; market price cited $6.40 (July 24, 2025) and company estimates full drawdown could dilute existing holders by ~146%. Top holders include Attestor (3,419,461 shares, 8.94%), GSR (2,306,060, 6.03%), and Michael Novogratz (2,192,983, 5.74%). Quorum requirement: 12,827,577 votes (one-third).