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Upexi (UPXI) S-1 Filings

UPXI NASDAQ

Here are the S-1 registration statements from Upexi, Inc. (UPXI) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

An S-1 covers the registration statement a company files to sell shares publicly, so if you follow UPXI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UPXI filings page.

Rhea-AI Summary

Upexi, Inc. is registering up to 6,578,948 shares of common stock for resale by a single PIPE investor, including 3,289,474 PIPE Shares and 3,289,474 shares issuable upon exercise of warrants with a $4.00 per-share exercise price. Upexi is not selling any shares in this offering and will only receive cash if the warrants are exercised, which could total about $13 million if fully exercised.

As of December 1, 2025, Upexi had 63,208,083 shares outstanding, rising to 66,497,557 shares if all PIPE warrants are exercised. The company has shifted its treasury strategy to hold Solana (SOL) as its primary digital asset, staking about 95% of its SOL and not hedging price risk. Upexi highlights extensive risks tied to Solana volatility, potential future regulation, possible classification of Solana as a security or triggering investment-company rules, and the limited liquidity and cybersecurity vulnerabilities of its crypto holdings.

The prospectus also notes significant potential dilution from other securities convertible into common stock, ongoing Nasdaq listing risk, a lack of planned dividends, and business risks in its consumer-products and CBD operations.