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. filed a resale prospectus registering up to 83,333,333 shares of common stock for potential sale from time to time by A.G.P./Alliance Global Partners under a common stock purchase agreement. These shares may be issued to the investor at 95% of the VWAP on a purchase date, subject to agreement terms.
Upexi will not receive proceeds from the Selling Stockholder’s resales. Separately, under the purchase agreement, the company may elect to sell shares to the investor for up to $500,000,000 in aggregate gross proceeds, subject to conditions including an effective registration statement and the Exchange Cap limiting issuances to approximately 19.99% of shares outstanding immediately prior to the agreement unless stockholders approve more.
The company has reserved 83,333,333 authorized and unissued shares for this facility. Shares outstanding were 58,888,756 as of September 30, 2025; the table illustrates 142,222,089 would be outstanding if all registered shares were issued. Upexi’s stock trades on Nasdaq as UPXI; the shares closed at $3.30 on November 7, 2025.
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 an amended S-1 registering up to 83,333,333 shares of common stock for resale by A.G.P./Alliance Global Partners under a July 25, 2025 common stock purchase agreement. These shares may be issued to the investor via VWAP Purchases priced at 95% of the trading day’s volume‑weighted average price, subject to agreement terms, an effective registration statement, and an Exchange Cap of approximately 19.99% unless stockholders approve a higher amount.
The company will not receive proceeds from any resale by the selling stockholder. Upexi may receive up to $500,000,000 in aggregate gross proceeds from sales it elects to make to the investor under the purchase agreement, in its sole discretion. Upexi has reserved 83,333,333 authorized but unissued shares to facilitate potential issuances. The selling stockholder is deemed an underwriter and may sell at market or negotiated prices, through public or private transactions.
Shares outstanding were 58,888,756 as of September 30, 2025; this is a baseline figure, not the amount being offered. The company notes reliance on Section 8(a) for automatic effectiveness, which could entail post‑effective updates or other consequences under certain circumstances.
Upexi, Inc. filed an amended S-1/A registering 48,026,410 shares of common stock for resale by selling stockholders. The registration covers 12,457,186 PIPE Shares issued under a July 11, 2025 purchase agreement and 35,569,224 shares issuable upon conversion of $151,169,169 aggregate principal amount of Secured Convertible Notes under agreements dated July 16, 2025.
The company is not selling shares in this transaction and will not receive proceeds from any sales by the selling stockholders. Upexi’s common stock trades on Nasdaq as “UPXI”; the closing price was $5.77 per share on September 30, 2025.
Shares outstanding were 58,888,756 as of September 30, 2025. Assuming full conversion of the Notes, common stock to be outstanding would be 94,457,980. The company highlights substantial risk factors, including reliance on Section 8(a) effectiveness, market and regulatory risks tied to its Solana-focused treasury strategy, and potential dilution from future securities issuances.
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.
The filing discusses operational risks tied to professionalized digital asset validating on the Solana network. It explains that if validator profit margins fall, validators may sell earned tokens, increasing liquid supply and potentially depressing SOL prices. A reduction in staked SOL could raise the chance that a malicious actor or botnet gains control of validating stake, which could allow manipulation of the Solana blockchain and harm the Company or its Shares. The filing also warns that higher or collusive transaction fees could raise the cost of using SOL, reduce its acceptance as payment and cause transaction delays that impede the Company's treasury operations.
The filing discloses operational and network risks tied to the Solana blockchain that could affect the value of SOL and the Company’s ability to use its treasury. It explains that validating operations have professionalized and that if validators sell rewards or stake less SOL, market supply could increase and prices could fall. A reduced staking footprint could raise the risk of control by a malicious actor or botnet. The filing also warns that validators might demand higher transaction confirmation fees or collude to reject low-fee transactions, which could increase the cost of using SOL, reduce its acceptability as payment and cause transaction delays that impede the Company’s treasury operations.