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. 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).
Upexi, Inc. (Nasdaq: UPXI) filed a Form S-1/A registering up to 48,026,410 common shares for resale by existing holders. The total comprises 12.46 M PIPE shares issued 11 Jul 2025 and 35.57 M shares issuable upon conversion of $151.17 M secured convertible notes signed 16 Jul 2025. No proceeds will accrue to the company; Upexi only covers registration costs.
Shares outstanding would rise from 53.79 M to 89.36 M on full conversion—about 66 % dilution—before another 9.9 M shares tied to options, warrants, debt and preferred stock. The last Nasdaq close cited was $5.06 (16 Jul 2025).
Upexi owns and manufactures consumer brands such as LuckyTail (pet care), PRAX (paraxanthine energy), Cure Mushrooms, Moonwlkr (cannabinoids) and Gumi Labs. Early 2025 management adopted a treasury policy allocating a large portion of excess cash to acquiring and staking Solana (SOL). A $100 M private placement (Apr 2025) and a $50 M PIPE plus the above notes (Jul 2025) fund this strategy. The prospectus details extensive risks: regulatory uncertainty around digital assets, product-liability exposure, supply-chain cost pressures, cybersecurity, and potential Nasdaq delisting.
Upexi is a non-accelerated, smaller-reporting, emerging-growth filer and does not anticipate paying dividends, preferring to reinvest cash in operations and its SOL treasury.