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. (UPXI) amended its S-1 filing and disclosed multiple operational and financial changes. The company moved manufacturing from Nevada to Florida, leased warehouse and office space in Tampa, and sold a building for $4,300,000. It recognized significant non-cash charges including a $4,274,680 impairment of intangible assets (split: $974,680 related to LuckyTail and $3,300,000 related to Cygnet vendor lists) and recorded goodwill eliminations of $3,594,745 (Cygnet) and $2,889,158 (Interactive Offers).
Liquidity and credit matters are highlighted: management recorded valuation allowances of $6,100,000 at June 30, 2024 and $7,791,500 at March 31, 2025, increased inventory reserves to $803,073 at March 31, 2025, and reported elevated bad debt expense (e.g., $773,915 for the three months ended March 31, 2025). The company amended multiple promissory notes (interest-only periods at 12% with later amortization) and received a bank forbearance tied to a debt service ratio covenant. The company also disclosed potential dilution and related litigation after issuance and return of 202,183 common shares following a reverse stock split.
Upexi, Inc. (UPXI) amended its S-1 filing and disclosed multiple operational and financial changes. The company moved manufacturing from Nevada to Florida, leased warehouse and office space in Tampa, and sold a building for $4,300,000. It recognized significant non-cash charges including a $4,274,680 impairment of intangible assets (split: $974,680 related to LuckyTail and $3,300,000 related to Cygnet vendor lists) and recorded goodwill eliminations of $3,594,745 (Cygnet) and $2,889,158 (Interactive Offers).
Liquidity and credit matters are highlighted: management recorded valuation allowances of $6,100,000 at June 30, 2024 and $7,791,500 at March 31, 2025, increased inventory reserves to $803,073 at March 31, 2025, and reported elevated bad debt expense (e.g., $773,915 for the three months ended March 31, 2025). The company amended multiple promissory notes (interest-only periods at 12% with later amortization) and received a bank forbearance tied to a debt service ratio covenant. The company also disclosed potential dilution and related litigation after issuance and return of 202,183 common shares following a reverse stock split.
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. 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. entered into and closed an agreement with Alpha Exchange, a next-generation cryptocurrency trading platform, on August 22, 2025. Upexi invested $750,000 in exchange for a royalty equal to 14.9% of all future gross revenue generated by the Alpha Exchange platform.
The agreement allows Upexi to make two additional investments of $250,000 each. The first would follow completion of the platform and achievement of 10,000 active users, increasing Upexi’s royalty to 19.9% of gross revenue. A second additional $250,000 investment is tied to Alpha Exchange reaching 25,000 active users. At that stage, Upexi may either keep its 19.9% royalty in perpetuity or convert a portion of its interest into a 9.99% equity stake in Alpha Exchange on a fully diluted basis.
Upexi, Inc. reported that on August 25, 2025 it and certain purchasers agreed to amend their July 11, 2025 Securities Purchase Agreement. The purchasers granted a one-time waiver of compliance with Section 4.12 of that agreement and the parties amended and restated the definition of “Exempt Issuance,” which governs which future issuances are excluded from certain deal protections.
As part of the amendment, Upexi agreed to issue each purchaser a greenshoe instrument, giving the right to purchase additional shares of Upexi common stock equal to 25% of that purchaser’s initial subscription amount under the original agreement. The company also provided the waiver and amendment agreement and the form of greenshoe instrument as exhibits to this report.
Upexi, Inc. reported the results of a Special Meeting of Stockholders held on August 19, 2025. Stockholders representing 26,469,737 shares, or 66.62% of the total outstanding shares, were present by proxy.
They approved increasing the shares available under the Incentive Plan from 10,000,000 to 25,000,000 shares, with 23,258,140 votes for, 160,274 against, and 3,051,323 withheld. Stockholders also approved the issuance of common stock under a $500M securities purchase agreement with Alliance Global Partners that may exceed 20% of the shares outstanding on the agreement date, with 23,371,125 votes for, 45,878 against, and 3,052,734 withheld.
Upexi, Inc. reported that it has formed a new Advisory Committee on August 12, 2025. The company states that this committee is intended to help optimize performance, increase visibility, and unlock capital raising opportunities. Upexi also announced that Arthur Hayes is joining as the first member of this Advisory Committee. Additional details are provided in a press release dated August 12, 2025, which is included as an exhibit and incorporated by reference.
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).