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.
Upexi, Inc. filings document the regulatory record of a public company operating a Solana-focused digital asset treasury alongside a consumer brands business. The disclosures address treasury strategy, consumer products operations, financial reporting, capital-structure matters, and material events reported on Form 8-K.
The company’s SEC materials include definitive proxy disclosures on director elections, corporate governance, board committees, executive compensation, beneficial ownership, and auditor ratification. Other filings cover earnings communications, investor-event disclosures, material agreements, share-related capital actions, and risk and governance subjects tied to Upexi’s digital asset and consumer products activities.
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.
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. is registering 24,500,000 additional shares of common stock under its 2019 Incentive Stock Plan, as amended and restated as of August 19, 2025. This total includes 2,750,000 shares issued or issuable from existing option and restricted stock awards and 21,750,000 shares reserved for future grants to employees, directors, and other participants. The company has expanded this plan over time with multiple board-approved and shareholder-approved increases, bringing the aggregate authorization under the plan to 25,000,000 shares. The filing also restates Upexi’s standard Delaware law-based indemnification and liability protections for directors and officers.
UPXI (S-1/A) shows material operational restructuring and financing activity. The company relocated manufacturing from Nevada to Florida, leasing warehouse and office space in Tampa and completing the move by August 1, 2024. The company sold a building for $4.3 million and recognized asset sales and impairment charges including a $4,274,680 impairment of intangible assets and a $569,195 loss on asset sales related to the manufacturing move. Inventory reserves increased to $803,073 at March 31, 2025 from $605,470 at June 30, 2024. Accounts receivable valuation allowances rose to $591,600 at March 31, 2025 from $61,750 at June 30, 2024 with bad debt expense increasing materially.
The company amended multiple promissory notes with interest-only periods at 12% and issued warrants tied to notes. Convertible financings and warrants were outstanding and a private placement generated approximately $92.586 million net proceeds. Discontinued operations from a divestiture (VitaMedica) were reported and classified out of continuing operations. The filing discloses potential dilution risks from shares issued then returned by the transfer agent following a reverse stock split.
UPXI (S-1/A) shows material operational restructuring and financing activity. The company relocated manufacturing from Nevada to Florida, leasing warehouse and office space in Tampa and completing the move by August 1, 2024. The company sold a building for $4.3 million and recognized asset sales and impairment charges including a $4,274,680 impairment of intangible assets and a $569,195 loss on asset sales related to the manufacturing move. Inventory reserves increased to $803,073 at March 31, 2025 from $605,470 at June 30, 2024. Accounts receivable valuation allowances rose to $591,600 at March 31, 2025 from $61,750 at June 30, 2024 with bad debt expense increasing materially.
The company amended multiple promissory notes with interest-only periods at 12% and issued warrants tied to notes. Convertible financings and warrants were outstanding and a private placement generated approximately $92.586 million net proceeds. Discontinued operations from a divestiture (VitaMedica) were reported and classified out of continuing operations. The filing discloses potential dilution risks from shares issued then returned by the transfer agent following a reverse stock split.
UPXI (S-1/A) shows material operational restructuring and financing activity. The company relocated manufacturing from Nevada to Florida, leasing warehouse and office space in Tampa and completing the move by August 1, 2024. The company sold a building for $4.3 million and recognized asset sales and impairment charges including a $4,274,680 impairment of intangible assets and a $569,195 loss on asset sales related to the manufacturing move. Inventory reserves increased to $803,073 at March 31, 2025 from $605,470 at June 30, 2024. Accounts receivable valuation allowances rose to $591,600 at March 31, 2025 from $61,750 at June 30, 2024 with bad debt expense increasing materially.
The company amended multiple promissory notes with interest-only periods at 12% and issued warrants tied to notes. Convertible financings and warrants were outstanding and a private placement generated approximately $92.586 million net proceeds. Discontinued operations from a divestiture (VitaMedica) were reported and classified out of continuing operations. The filing discloses potential dilution risks from shares issued then returned by the transfer agent following a reverse stock split.