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. reported a sharp swing in results as it executed a new Solana-focused treasury strategy. For the quarter ended December 31, 2025, total revenue was $8.1 million, including $5.1 million of digital asset (staking) revenue.
The company recorded a net loss of $178.9 million, driven mainly by an unrealized loss on digital assets of $164.5 million, plus $8.3 million of stock-based compensation and a $1.4 million impairment tied to a manufacturing shutdown. Operating cash outflow was $12.5 million for the six months.
Upexi held Solana digital assets with a fair value of $255.7 million at December 31, 2025, up from $106.0 million at June 30, 2025, with about 95% staked. This position is financed in part by $150.0 million of 2% secured convertible notes and $62.7 million drawn on an 11.5% BitGo credit facility. Stockholders’ equity fell to $48.7 million from $90.1 million despite sizable equity raises and warrant exercises.
Upexi, Inc. has priced a $7.4 million registered direct offering with a single institutional investor, selling 6,337,000 shares of common stock together with warrants to purchase up to 6,337,000 additional shares at a combined price of $1.17 per share and warrant.
The new warrants have an exercise price of $1.50 per share, are exercisable immediately, and will expire five years after issuance, with a forced conversion trigger at $5.00 per share. Upexi plans to use the net proceeds for working capital, general corporate purposes, and its internally managed Solana (SOL) maximum return strategy.
The company will also amend existing warrants covering 3,289,474 shares issued in December 2025, reducing the exercise price from $4.00 to $2.83 per share and lowering the redemption trigger from $8.50 to $7.00, effective upon closing, which is expected on or about February 9, 2026, subject to customary conditions.
Upexi, Inc. is conducting a registered direct offering of 6,337,000 shares of common stock and common warrants to purchase up to 6,337,000 additional shares at a combined price of $1.17 per share and warrant, for gross proceeds of $7,414,290 and estimated net proceeds of $7,043,575. The common warrants have a $1.50 exercise price, are immediately exercisable, and expire five years after issuance.
Upexi plans to use the cash mainly for general corporate purposes, working capital, and its internally managed Solana (SOL) maximum return treasury strategy. The company will also amend 3,289,474 existing warrants issued in December 2025, cutting the exercise price from $4.00 to $2.83 per share and lowering the redemption trigger from $8.50 to $7.00. Shares outstanding are expected to be 69,760,581 after the offering, and the company highlights immediate dilution of approximately $0.22 per share to new investors.
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.