Every S-1 that Upexi, Inc. (UPXI) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 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.
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.
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.
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.
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.
UPEXI, Inc. amended its S-1 registration and disclosed multiple operational and financing developments. The company entered leases in Tampa for a ~20,400 sq ft distribution center and ~5,700 sq ft corporate office and spent $611,768 on leasehold improvements to prepare a new manufacturing facility; product manufacturing relocated from Nevada to Florida and reached full capacity as of August 1, 2024. The company recorded large non-cash charges: an impairment of intangible assets of $4,274,680 and goodwill eliminations totaling $3,594,745. Inventory reserves and a valuation allowance rose materially to $803,073 and $6,100,000 respectively. The company sold a building for $4,300,000 and completed transactions classifying VitaMedica as discontinued operations. Financing activity included convertible notes, amended promissory notes with interest-only periods, warrant issuances, and a private placement that netted approximately $92,586,000.