Upexi Inc SEC Filings

Key take-away: A group of Attestor-related entities and their principal, Jan-Christoph Peters, have filed a Schedule 13G disclosing passive ownership of Upexi, Inc. (ticker UPXI) common stock.

• Reporting persons: Attestor Value Master Fund LP, Attestor Value Fund GP Ltd, Attestor Capital Ltd, Attestor Ltd and Mr. Peters (together, the “Reporting Persons”).
• Shares owned: 3,419,461 shares of UPXI common stock.
• Ownership percentage: 9.0 % of the outstanding class.
• Voting & dispositive power: 0 shares held with sole power; 3,419,461 shares held with shared voting and dispositive power.
• Date triggering filing: 23 June 2025; filing signed: 11 July 2025.
• Jurisdictions: Operating entities organised in the Cayman Islands; investment-management entity and Mr. Peters domiciled in the United Kingdom.
• Filing basis: Schedule 13G (passive investment); certification states the stake was acquired in the ordinary course and not to influence control.

The filing establishes that the Attestor group is now a 5 %-plus shareholder in Upexi, giving it disclosure obligations under Section 13 of the Exchange Act. No additional financial results, purchase prices or strategic intentions are provided.

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 Securities and Exchange Commission has declared Upexi's Form S-1 registration statement effective as of June 23, 2025 at 5:00 P.M. The registration statement was filed under file number 333-287525.

A Form S-1 is a crucial SEC filing used by companies to register their securities for public offering. This effectiveness notice indicates that Upexi (CIK: 0001775194) has cleared regulatory review and can now proceed with their planned securities offering.

This development represents a significant milestone for Upexi as it allows the company to move forward with capital raising activities through the public markets. Investors should note that while the registration statement is now effective, this does not constitute an endorsement of the securities by the SEC.

Upexi, Inc. (Nasdaq: UPXI) has filed a Rule 424(b)(3) resale prospectus covering 43,859,649 shares of common stock. The registration relates entirely to shares held by existing investors from an April 20, 2025 private placement (the “PIPE”). It comprises (i) 35,970,383 issued PIPE shares and (ii) 7,889,266 shares issuable upon exercise of pre-funded warrants.

Company proceeds: Upexi will not receive cash from the sale of the registered shares. The only potential inflow is approximately $7,890 if the pre-funded warrants’ nominal exercise price is paid in full.

Market context: Shares may be resold at market or negotiated prices, creating a possible supply overhang. On May 21, 2025 the stock closed at $12.77 on Nasdaq.

Strategic profile:

• Core business: brand ownership, development and distribution of consumer products (e.g., LuckyTail pet-care, PRAX energy supplements, Cure Mushrooms functional wellness).
• New initiative: a treasury strategy heavily concentrated in Solana (SOL) tokens and staking.

Risks flagged by the prospectus include intense competition, customer concentration, talent retention, intellectual-property protection, macroeconomic factors and the uncertainties inherent in the company’s emerging cryptocurrency strategy.

Key takeaway: The filing does not raise fresh capital for Upexi, but it enables a large block of stock—equal to tens of millions of shares—to enter the public float, which could pressure the share price once the registration becomes effective.