Upexi Inc SEC Filings

The Securities and Exchange Commission has declared Upexi's Form S-1 registration statement effective as of June 23, 2025 at 5:00 P.M. The registration statement was filed under file number 333-287525.

A Form S-1 is a crucial SEC filing used by companies to register their securities for public offering. This effectiveness notice indicates that Upexi (CIK: 0001775194) has cleared regulatory review and can now proceed with their planned securities offering.

This development represents a significant milestone for Upexi as it allows the company to move forward with capital raising activities through the public markets. Investors should note that while the registration statement is now effective, this does not constitute an endorsement of the securities by the SEC.

Upexi, Inc. (Nasdaq: UPXI) has filed a Rule 424(b)(3) resale prospectus covering 43,859,649 shares of common stock. The registration relates entirely to shares held by existing investors from an April 20, 2025 private placement (the “PIPE”). It comprises (i) 35,970,383 issued PIPE shares and (ii) 7,889,266 shares issuable upon exercise of pre-funded warrants.

Company proceeds: Upexi will not receive cash from the sale of the registered shares. The only potential inflow is approximately $7,890 if the pre-funded warrants’ nominal exercise price is paid in full.

Market context: Shares may be resold at market or negotiated prices, creating a possible supply overhang. On May 21, 2025 the stock closed at $12.77 on Nasdaq.

Strategic profile:

• Core business: brand ownership, development and distribution of consumer products (e.g., LuckyTail pet-care, PRAX energy supplements, Cure Mushrooms functional wellness).
• New initiative: a treasury strategy heavily concentrated in Solana (SOL) tokens and staking.

Risks flagged by the prospectus include intense competition, customer concentration, talent retention, intellectual-property protection, macroeconomic factors and the uncertainties inherent in the company’s emerging cryptocurrency strategy.

Key takeaway: The filing does not raise fresh capital for Upexi, but it enables a large block of stock—equal to tens of millions of shares—to enter the public float, which could pressure the share price once the registration becomes effective.

The Form 8-K filed on June 19, 2025 discloses the results of Upexi, Inc.’s (NASDAQ: UPXI) Annual Meeting held June 16, 2025. All five incumbent directors—Allan Marshall, Andrew Norstrud, Gene Salkind, Thomas Williams and Lawrence Dugan—were re-elected with more than 96 % of votes cast in favor (for example, Mr. Norstrud received 1,832,266 FOR versus 22,279 WITHHELD).

Governance actions approved

• Re-domiciling to Delaware: 1,835,223 FOR, 2,150 AGAINST, 17,172 ABSTAIN; 301,423 broker non-votes.
• Stock Option Plan increase: shareholders authorized lifting the plan limit to 10,000,000 shares (1,780,880 FOR, 73,501 AGAINST).
• Say-on-pay (non-binding): 1,784,871 FOR, 69,408 AGAINST.
• Say-on-pay frequency: a triennial (3-year) vote received the strongest support—1,659,927 votes—compared with 191,206 (1-year) and 1,425 (2-year).
• Auditor ratification: GBQ Partners LLC re-appointed with 2,109,084 FOR versus 45,622 AGAINST.

No financial results, acquisitions or other material transactions were reported. The filing mainly confirms broad shareholder support for existing leadership, a corporate move to Delaware—often viewed as governance-friendly—and an expanded equity incentive pool that could produce future dilution. No broker non-votes affected Items 1, 3 or 4; approximately 301 k broker non-votes were recorded on other proposals.

On June 17, 2025, Upexi, Inc. (NASDAQ: UPXI) furnished a Form 8-K under Items 7.01 (Regulation FD) and 8.01 (Other Events). The filing discloses that Chief Strategy Officer Brian Rudick, CFA will join a panel at the ICR Conference Spotlight Series on Friday, June 20, 2025 at 11:00 a.m. ET. The related press release is included as Exhibit 99.1. No financial statements, earnings guidance or transactional details accompany the disclosure, and the Company specifies that the information is being “furnished” rather than “filed,” meaning it will not be incorporated into future Securities Act or Exchange Act filings by default.

The 8-K contains the customary securities listing information and signatures, but otherwise provides only conference-related details. As such, the filing is primarily intended to raise investor awareness of the upcoming presentation and does not modify the Company’s previously reported financial outlook or strategy.