Basisstatistiken
| LEI | 5493002AYCLOI6O46645 |
| CIK | 1775194 |
SEC Filings
SEC Filings (Chronological Order)
| May 13, 2026 |
EXHIBIT 99.1 Upexi Reports Fiscal Third Quarter 2026 Financial Results Solana Tokens Held Increased During the Quarter by ~189,000 or 9% (35% Annualized) Digital Asset Revenue Totaled $3.5 Million for the Quarter Conference Call Scheduled for Today, May 12, 2026, at 5:30 p.m. Eastern Time TAMPA, Fla., May 12, 2026— Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused dig |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40535 UPEXI, INC. (Exact name of |
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| May 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 7, 2026 |
Upexi to Host Third Quarter 2026 Earnings Call on May 12th at 5:30 p.m. ET EXHIBIT 99.1 Upexi to Host Third Quarter 2026 Earnings Call on May 12th at 5:30 p.m. ET TAMPA, Fla., May 5, 2026 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it plans to host a conference call and report its financial results for the third quarter 2026 ended March 31, 2026, on Tuesda |
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| May 7, 2026 |
Upexi Provides Periodic Update to its Share Repurchase Program EXHIBIT 99.2 Upexi Provides Periodic Update to its Share Repurchase Program TAMPA, FL., May 6, 2026 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, provided an update to the $50,000,000 authorized share repurchase program, previously announced on November 13, 2025. Year-to-Date Share Repurchases Trade month |
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| May 7, 2026 |
Upexi to Present at the LD Micro Invitational XVI Conference on May 17-19 EXHIBIT 99.3 Upexi to Present at the LD Micro Invitational XVI Conference on May 17-19 TAMPA, FL., May 7, 2026 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that Brian Rudick, Chief Strategy Officer, will present at the LD Micro Invitational XVI Conference being held at the Luxe Sunset Bou |
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| May 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 31, 2026 |
Upexi to Participate in the Scottsdale Capital Event on April 10-12 EXHIBIT 99.1 Upexi to Participate in the Scottsdale Capital Event on April 10-12 TAMPA, FL., March 31, 2026 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that Chief Strategy Officer, Brian Rudick, will participate in the 13th Annual Scottsdale Capital Event. The conference will be held fro |
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| March 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 12, 2026 |
EXHIBIT 99.1 |
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| March 5, 2026 |
Upexi to Participate in Upcoming March Investor Conferences EXHIBIT 99.1 Upexi to Participate in Upcoming March Investor Conferences TAMPA, FL., March 3, 2026 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that management will participate in the following March 2026 investor conferences. Full details for each conference can be found below. Webull Di |
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| March 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| February 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40535 UPEXI, INC. (Exact name |
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| February 10, 2026 |
EXHIBIT 99.2 Upexi Reports Fiscal Second Quarter 2026 Financial Results Digital Asset Revenue was $5.1 Million for the Quarter Gross Profit Increased 126% YoY to $6.7 Million for the Quarter Conference Call Scheduled for Today, February 10, 2026, at 5:30 p.m. Eastern Time TAMPA, Fla., February 10, 2026— Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset t |
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| February 10, 2026 |
Upexi to Participate in A.G.P.’s Digital Asset Innovation Summit on February 22-25 EXHIBIT 99.1 Upexi to Participate in A.G.P.’s Digital Asset Innovation Summit on February 22-25 TAMPA, FL., February 9, 2026 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that management will participate in one-on-one investor meetings at A.G.P.’s Digital Asset Innovation Summit on Februar |
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| February 9, 2026 |
COMMON STOCK PURCHASE WARRANT UPEXI, INC. EXHIBIT 4.1 COMMON STOCK PURCHASE WARRANT UPEXI, INC. Warrant Shares: Issue Date: February [*], 2026 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set forth above (the “Initial |
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| February 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 9, 2026 |
EXHIBIT 99.1 Upexi Announces Pricing of $7.4 Million Registered Direct Offering With a Single Institutional Investor TAMPA, Fla., Feb. 6, 2026 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it has entered into a definitive agreement with a single institutional investor |
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| February 9, 2026 |
EXHIBIT 10.3 Form of Lock-Up Agreement February [•], 2026 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Re: Upexi, Inc., Inc. Ladies and Gentlemen: The undersigned understands that you (“AGP”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of (i) shares (the “Shares”) |
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| February 9, 2026 |
[The remainder of this page has been intentionally left blank.] EXHIBIT 10.2 February [], 2026 Upexi, Inc. Attn: Allan Marshall, Chief Executive Officer and President 3030 North Rocky Point Drive Tampa, Florida 33607 Dear Mr. Marshall: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Upexi, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusi |
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| February 9, 2026 |
AMENDMENT TO COMMON STOCK PURCHASE WARRANT EXHIBIT 4.2 AMENDMENT TO COMMON STOCK PURCHASE WARRANT This AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of February 5, 2026 (“Effective Date”), by and between Upexi, Inc., a Delaware corporation (the “Company”), and Polar Multi-Strategy Master Fund (the “Holder”). WHEREAS, the Company issued to the Holder that certain Common Stock Purchase Warrant (the “Origina |
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| February 9, 2026 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2026, between Upexi, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| February 9, 2026 |
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated January 8, 2026) Registration No. |
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| February 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 5, 2026 |
EXHIBIT 99.1 Andrew Norstrud Chief Financial Officer Upexi, Inc. (NASDAQ:UPXI) 3030 N. Rocky Point Dr. W, #420 Tampa, FL 33607 February 4, 2026 Via Email Only: [email protected] A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Attention: Thomas J Higgins Re: Termination of Common Stock Purchase Agreement Dear Mr. Higgins: In accordance with the provisions of Section 8.2 of the |
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| February 4, 2026 |
15,046,852 shares of Common Stock Filed pursuant to Rule 424(b)(7) Registration No. 333-292366 PROSPECTUS SUPPLEMENT (To prospectus dated December 22, 2025) 15,046,852 shares of Common Stock This prospectus supplement relates to the offer and sale of up to 15,046,852 shares of our common stock, par value $0.00001 per share (the “Common Stock”) issuable upon the conversion of that certain Secured Convertible Note in the original pr |
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| February 4, 2026 |
UPEXI, INC. COMMON STOCK SALES AGREEMENT EXHIBIT 1.1 UPEXI, INC. COMMON STOCK SALES AGREEMENT January 30, 2026 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: Upexi, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to tim |
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| February 4, 2026 |
UPEXI, INC. Up to $500,000,000 of Common Stock PROSPECTUS SUPPLEMENT (To Prospectus dated December 22, 2025) Filed Pursuant to Rule 424(b)(5) Registration No. |
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| February 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| January 30, 2026 |
Upexi to Host Second Quarter 2026 Earnings Call on February 10th at 5:30 p.m. ET EXHIBIT 99.1 Upexi to Host Second Quarter 2026 Earnings Call on February 10th at 5:30 p.m. ET TAMPA, Fla., January 29, 2026 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it plans to host a conference call and report its financial results for the second quarter 2026 ended December 31, |
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| January 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| January 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| January 28, 2026 |
EXHIBIT 3.1 1 2 |
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| January 14, 2026 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2026, among Upexi, Inc., a Delaware corporation (the “Company”), and the entity identified on the signature page attached hereto (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an |
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| January 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 14, 2026 |
SECURED CONVERTIBLE NOTE DUE JANUARY 9, 2028 EXHIBIT 4.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH |
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| January 14, 2026 |
EXHIBIT 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of January 9, 2026, by and among Upexi, Inc. (“Grantor”), and Hivemind Validation Master Fund (the “Secured Party”). W I T N E S S E T H: WHEREAS, reference is made to that certain (a) Securities Purchase Agreement (as amended, amended and restated, supplemented, extended, renewed, restated, replaced or otherwise |
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| January 14, 2026 |
EXHIBIT 99.1 Upexi Announces Pricing of $36 Million Private Placement of Convertible Note Priced Above the Market Transaction to Increase Solana Treasury by 12% to over 2.4 million SOL Offering is Accretive to Adjusted Solana per Share upon Conversion TAMPA, Fla., January 13, 2026 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI), a leading Solana-focused digital asset treasury company and consumer br |
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| January 9, 2026 |
Upexi to Participate in Upcoming January Investor Conferences EXHIBIT 99.2 Upexi to Participate in Upcoming January Investor Conferences TAMPA, FL., January 09, 2026 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that management will participate in the following January 2026 investor conferences. Details for each conference can be found below. The lin |
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| January 9, 2026 |
Upexi Moves to High-Return Treasury Strategy Also Updates Solana Holdings, Repurchases Shares EXHIBIT 99.1 Upexi Moves to High-Return Treasury Strategy Also Updates Solana Holdings, Repurchases Shares TAMPA, Fla., January 7, 2026 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI), a leading Solana-focused digital asset treasury company and consumer brands owner, announced that it will implement a risk-adjusted high yield strategy designed to materially enhance Solana treasury returns in 2026. U |
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| January 9, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2026 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 6, 2026 |
January 6, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, DC 20549 Re: Upexi, Inc. Registration Statement on Form S-3, File No. 333-292366 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: January 8, 2026 Requested Time: 4:30 pm, Eastern Time Ladies and Gentlemen: Upexi, Inc. (the “Company”) here |
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| January 5, 2026 |
January 5, 2026 Allan Marshall Chief Executive Officer Upexi, Inc. 3030 North Rocky Point Drive Suite 420 Tampa, FL 33607 Re: Upexi, Inc. Registration Statement on Form S-3 Filed December 22, 2025 File No. 333-292366 Dear Allan Marshall: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelera |
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| December 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 31, 2025 |
Upexi to Ring the Nasdaq Closing Bell on Monday, January 5th, 2026 EXHIBIT 99.1 Upexi to Ring the Nasdaq Closing Bell on Monday, January 5th, 2026 TAMPA, FL - December 30, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced the Company will ring the Nasdaq Closing Bell at the Nasdaq MarketSite in Times Square, New York, on Monday, January 5, 2026. The cere |
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| December 29, 2025 |
EXHIBIT 99.1 Upexi Files Shelf Registration Statement on Form S-3 with the U.S. SEC Announces Plans to Cancel Equity Line Upon S-3 Effectiveness Move to Shelf Registration Statement Enables More Cost-Effective Capital Raising TAMPA, Fla., December 23, 2025 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, tod |
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| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 22, 2025 |
EXHIBIT 4.3 UPEXI, INC. AND , TRUSTEE INDENTURE DATED AS OF , 2025 DEBT SECURITIES UPEXI, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF , 2025 Section of Trust Indenture Act of 1939 Section(s) of Indenture § 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311(a) 613 (b) 613 (c) Not Applicable § 312(a) 701, |
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| December 22, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-3 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock (1)(2) 457(o) (1 |
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| December 22, 2025 |
As filed with the U.S. Securities and Exchange Commission on December 22, 2025 As filed with the U.S. Securities and Exchange Commission on December 22, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primar |
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| December 8, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-291879 PROSPECTUS Upexi, Inc. Up to 3,289,474 Shares of Common Stock Up to 3,289,474 Shares of Common Stock Underlying Warrants This prospectus relates to the offering and potential resale by the Selling Stockholder identified herein (the “Selling Stockholder”) of up to 6,578,948 shares of common stock, $0.00001 par value (“Common Stock”) of Up |
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| December 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 5, 2025 |
Upexi to Participate in Upcoming December Investor Conferences EXHIBIT 99.2 Upexi to Participate in Upcoming December Investor Conferences TAMPA, Fla., December 3, 2025 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that management will participate in the following December 2025 investor conferences. Details for each conference can be found below. The |
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| December 5, 2025 |
EXHIBIT 99.1 Upexi, Inc. Announces Closing of up to $23 Million Private Placement Common Stock and Warrants Offering TAMPA, FL / Access Newswire / December 2, 2025 / Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced the closing of a private placement offering of 3,289,474 shares of common stock |
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| December 3, 2025 |
UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607 UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607 December 3, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, DC 20549 Re: Upexi, Inc. Registration Statement on Form S-1, File No. 333-291879 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: December 5, 2025 Requested Time: 3:00 pm, Eas |
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| December 2, 2025 |
As filed with the U.S. Securities and Exchange Commission on December 1, 2025 As filed with the U.S. Securities and Exchange Commission on December 1, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary |
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| December 2, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| December 1, 2025 |
EXHIBIT 10.3 Form of Lock-Up Agreement [•], 2025 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Re: Upexi, Inc., Proposed Private Placement Ladies and Gentlemen: The undersigned understands that you (“AGP”) propose to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of (i) shares (t |
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| December 1, 2025 |
COMMON STOCK PURCHASE WARRANT UPEXI, INC. EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 26, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 1, 2025 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2025, between Upexi, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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| December 1, 2025 |
[The remainder of this page has been intentionally left blank.] EXHIBIT 10.2 November 26, 2025 Upexi, Inc. Attn: Allan Marshall, Chief Executive Officer and President 3030 North Rocky Point Drive Tampa, Florida 33607 Dear Mr. Marshall: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Upexi, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusi |
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| December 1, 2025 |
EXHIBIT 99.1 Upexi, Inc. Announces Pricing of up to $23 Million Private Placement Offering of Common Stock and Warrants Priced above the At-the-Market Price under Nasdaq Rules $10 Million Upfront with up to an Additional $13 Million of Aggregate Gross Proceeds Upon the Cash Exercise in Full of Warrants TAMPA, FL / Access Newswire / November 26, 2025 / Upexi, Inc. (NASDAQ: UPXI) (the "Company" or " |
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| November 28, 2025 |
EXHIBIT 99.1 Upexi, Inc. Announces Pricing of up to $23 Million Private Placement Offering of Common Stock and Warrants Priced above the At-the-Market Price under Nasdaq Rules $10 Million Upfront with up to an Additional $13 Million of Aggregate Gross Proceeds Upon the Cash Exercise in Full of Warrants TAMPA, FL / Access Newswire / November 26, 2025 / Upexi, Inc. (NASDAQ: UPXI) (the "Company" or " |
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| November 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 14, 2025 |
Upexi Announces $50 Million Share Repurchase Program EXHIBIT 99.1 Upexi Announces $50 Million Share Repurchase Program TAMPA, Fla., November 13, 2025 - Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that its Board of Directors has authorized a share repurchase program up to $50 million of its outstanding common stock. The share repurchase progr |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40535 UPEXI, INC. (Exact name |
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| November 12, 2025 |
EXHIBIT 99.1 Upexi Reports Record Digital Asset Revenue for Fiscal First Quarter 2026 Digital Asset Revenue was Approximately $6.1 Million for the Quarter Gross Profit Totaled $8.3 Million, up 183% Year-Over-Year Net Income Increased to $66.7 Million, Compared to a Net Loss of $1.6 Million, Year-over-Year Conference Call Scheduled for today, November 11, 2025, at 5:30 p.m. Eastern Time TAMPA, Fla. |
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| November 10, 2025 |
Upexi, Inc. 83,333,333 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-289465 PROSPECTUS Upexi, Inc. 83,333,333 Shares of Common Stock This prospectus relates to the offer and sale from time to time by A.G.P./Alliance Global Partners (the “Investor” or the “Selling Stockholder”) or its permitted assigns of up to 83,333,333 shares of our common stock, with a par value of $0.00001 per share (“Common Stock”), that ma |
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| November 10, 2025 |
Upexi, Inc. 48,026,410 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-288822 PROSPECTUS Upexi, Inc. 48,026,410 Shares of Common Stock This prospectus relates to the offering and potential resale by the selling stockholders identified herein (the “Selling Stockholders”) of up to 12,457,186 shares of common stock, $0.001 par value (“Common Stock”) of Upexi, Inc. (the “Company” or “Upexi”), which consists of 12,457, |
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| November 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 7, 2025 |
Upexi to Host First Quarter 2026 Earnings Call on November 11th at 5:30 p.m. ET EXHIBIT 99.1 Upexi to Host First Quarter 2026 Earnings Call on November 11th at 5:30 p.m. ET TAMPA, Fla., November 6, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it plans to host a conference call and report its financial results for the first quarter 2026 ended September 30, 2 |
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| November 5, 2025 |
Upexi to Participate in Upcoming November Investor Conferences EXHIBIT 99.1 Upexi to Participate in Upcoming November Investor Conferences TAMPA, Fla., October 31, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that management will participate in the following November 2025 investor conferences. Details for each conference can be found below. The |
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| November 5, 2025 |
EXHIBIT 99.2 Key Metrics Demonstrate Upexi’s Proven Shareholder Value Creation Metrics include a $72 million unrealized gain1, an 82% increase in adjusted SOL per share, and a 96% investor return on the April equity private placement TAMPA, Fla., November 4, 2025 - Upexi, Inc. (NASDAQ: UPXI), a leading Solana-focused digital asset treasury company and consumer brands owner, today released its peri |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 24, 2025 |
EXHIBIT 99.1 Upexi Welcomes Jon Najarian to the Upexi Advisory Committee Upexi’s third Advisory Committee member is an options legend and prominent media personality TAMPA, Fla., October 23, 2025 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 20, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| October 20, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| October 20, 2025 |
EXHIBIT 10.25 |
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| October 20, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| October 20, 2025 |
As filed with the U.S. Securities and Exchange Commission on October 20, 2025 As filed with the U.S. Securities and Exchange Commission on October 20, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation o |
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| October 20, 2025 |
EXHIBIT 10.25 |
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| October 20, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| October 20, 2025 |
As filed with the U.S. Securities and Exchange Commission on October 20, 2025 As filed with the U.S. Securities and Exchange Commission on October 20, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation o |
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| October 20, 2025 |
EXHIBIT 3.1 |
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| October 20, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| October 20, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| October 20, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| October 9, 2025 |
Upexi to Participate in Upcoming October Investor Conferences EXHIBIT 99.1 Upexi to Participate in Upcoming October Investor Conferences TAMPA, Fla., October 6, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that management will participate in the following October 2025 investor |
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| October 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| October 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| October 3, 2025 |
EXHIBIT 99.1 Upexi Welcomes SOL Big Brain to the Upexi Advisory Committee Upexi’s second Advisory Committee member is the cultural heartbeat of Solana, uniting capital, community, and vision TAMPA, Fla., September 30, 2025 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the |
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| October 2, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| October 2, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| October 2, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| October 2, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| October 2, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| October 2, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| October 2, 2025 |
EXHIBIT 10.25 |
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| October 2, 2025 |
As filed with the U.S. Securities and Exchange Commission on October 1, 2025 As filed with the U.S. Securities and Exchange Commission on October 1, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or |
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| October 2, 2025 |
As filed with the U.S. Securities and Exchange Commission on October 1, 2025 As filed with the U.S. Securities and Exchange Commission on October 1, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or |
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| October 2, 2025 |
EXHIBIT 3.1 |
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| October 2, 2025 |
EXHIBIT 10.25 |
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| October 2, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| September 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| September 26, 2025 |
EXHIBIT 99.1 Upexi Reports Financial Results for Fiscal Year Ended June 30, 2025 and Provides Shareholders with Solana Treasury Update Since June 30, 2025 SOL Treasury Increased 174% and Net Asset Value Increased 281% since the fiscal year ended June 30, 2025 TAMPA, Fla., September 24, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manu |
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| September 24, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| September 24, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| September 24, 2025 |
UPEXI, INC. 2019 INCENTIVE STOCK PLAN (AMENDED AND RESTATED AS OF JUNE 16, 2025) EXHIBIT 10.3 UPEXI, INC. 2019 INCENTIVE STOCK PLAN (AMENDED AND RESTATED AS OF JUNE 16, 2025) TABLE OF CONTENTS ARTICLE I ESTABLISHMENT AND PURPOSE 1.1 Establishment 4 1.2 Purpose. 4 1.3 Type of Plan. 4 1.4 Shareholder Approval. 5 1.5 Term of Plan 5 ARTICLE II DEFINITIONS 2.1 "Affiliate" 6 2.2 "Agreement" 6 2.3 "Award" 6 2.4 "Beneficiary" 6 2.5 "Board" 7 2.6 "Cause" 7 2.7 "Change in Control" 7 2.8 |
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| September 24, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| September 24, 2025 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT HAVZ, LLC California limited liability company Gummy Labs, LLC Delaware limited liability company Upexi Holdings, LLC Delaware limited liability company MW Products, Inc. Nevada corporation Trunano Labs, Inc. Nevada corporation Upexi Enterprise, LLC Delaware limited liability company Cygnet Online, LLC Delaware limited liability company Upexi Distributio |
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| September 24, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| September 24, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) Upexi, Inc. (Exact Name of the Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common stock, par value $0 |
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| September 24, 2025 |
UPEXI, INC. PHANTOM STOCK APPRECIATION PLAN EFFECTIVE JULY 1, 2025 EXHIBIT 10.32 UPEXI, INC. PHANTOM STOCK APPRECIATION PLAN EFFECTIVE JULY 1, 2025 i TABLE OF CONTENTS Page ARTICLE I ESTABLISHMENT AND PURPOSE 1 ARTICLE II DEFINITIONS 1 ARTICLE III ELIGIBLITY AND PARTICIPATION 3 ARTICLE IV TERMS AND CONDITIONS 3 ARTICLE V VALUATION AND PAYMENT OF PHANTOM STOCK APPRECIATION UNITS 4 ARTICLE VI AMENDMENT AND TERMINATION 5 ARTICLE VII PLAN ADMINISTRATION AND GENERAL P |
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| September 24, 2025 |
UPEXI, INC. 2019 INCENTIVE STOCK PLAN (AMENDED AND RESTATED AS OF AUGUST 19, 2025) EXHIBIT 10.4 UPEXI, INC. 2019 INCENTIVE STOCK PLAN (AMENDED AND RESTATED AS OF AUGUST 19, 2025) TABLE OF CONTENTS ARTICLE I ESTABLISHMENT AND PURPOSE 1.1 Establishment 4 1.2 Purpose. 4 1.3 Type of Plan. 4 1.4 Shareholder Approval. 5 1.5 Term of Plan 5 ARTICLE II DEFINITIONS 2.1 "Affiliate" 6 2.2 "Agreement" 6 2.3 "Award" 6 2.4 "Beneficiary" 6 2.5 "Board" 7 2.6 "Cause" 7 2.7 "Change in Control" 7 2 |
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| September 24, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 24, 2025 As filed with the U.S. Securities and Exchange Commission on September 24, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation |
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| September 24, 2025 |
UPEXI, INC. 2019 INCENTIVE STOCK PLAN (AMENDED AND RESTATED AS OF AUGUST 19, 2025) EXHIBIT 10.1 UPEXI, INC. 2019 INCENTIVE STOCK PLAN (AMENDED AND RESTATED AS OF AUGUST 19, 2025) TABLE OF CONTENTS ARTICLE I ESTABLISHMENT AND PURPOSE 1.1 Establishment 4 1.2 Purpose. 4 1.3 Type of Plan. 4 1.4 Shareholder Approval. 5 1.5 Term of Plan 5 ARTICLE II DEFINITIONS 2.1 "Affiliate" 6 2.2 "Agreement" 6 2.3 "Award" 6 2.4 "Beneficiary" 6 2.5 "Board" 7 2.6 "Cause" 7 2.7 "Change in Control" 7 2 |
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| September 24, 2025 |
EXHIBIT 19.1 INSIDER TRADING POLICY SUMMARY · You may not buy or sell Upexi, Inc. stock, notes or other securities without submitting a pre-clearance form to and obtaining pre-clearance from an Insider Trading Chief Financial Officer. Pre-clearance forms may be obtained from the Chief Financial Officer. · You may not buy or sell Upexi, Inc. stock, notes or other securities except during an open tr |
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| September 24, 2025 |
EXECUTIVE EMPLOYMENT AGREEMENT As Amended and Restated Effective July 1, 2025 EXHIBIT 10.5 EXECUTIVE EMPLOYMENT AGREEMENT As Amended and Restated Effective July 1, 2025 Upexi, Inc., a Nevada Corporation, whose principal place of business is 3030 Rocky Point Drive, Suite 420, Tampa, Florida 33607 (the "Company" or "Employer") and Allan Marshall, an individual (the "Executive") entered into an Employment Agreement effective as of April 24, 2025 (the “Prior Agreement”). The Em |
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| September 24, 2025 |
EXHIBIT 10.25 |
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| September 24, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 24, 2025 As filed with the U.S. Securities and Exchange Commission on September 24, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation |
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| September 24, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| September 24, 2025 |
EXHIBIT 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Upexi, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock. References to the “Company,” “we,” “us” and “our” refer to Upexi, Inc. and not to any of our subsidiaries. The follow |
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| September 24, 2025 |
As filed with the Securities and Exchange Commission on September 24, 2025 As filed with the Securities and Exchange Commission on September 24, 2025 Registration No. |
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| September 24, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| September 24, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| September 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40535 UPEXI, INC. (Exact name of r |
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| September 24, 2025 |
EXHIBIT 10.25 |
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| September 24, 2025 |
EXHIBIT 3.1 |
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| September 15, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| September 15, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| September 15, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| September 15, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| September 15, 2025 |
EXHIBIT 3.1 |
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| September 15, 2025 |
EXHIBIT 10.25 |
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| September 15, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 15, 2025 As filed with the U.S. Securities and Exchange Commission on September 15, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation |
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| September 15, 2025 |
COINBASE CUSTODIAN SERVICES AGREEMENT EXHIBIT 10.30 |
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| September 15, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| September 15, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| September 15, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 15, 2025 As filed with the U.S. Securities and Exchange Commission on September 15, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation |
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| September 15, 2025 |
EXHIBIT 10.25 |
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| September 12, 2025 |
EXHIBIT 99.1 Upexi Adjusted SOL per Share Increases 129% Since Treasury Launch Unrealized gain now stands at $142 million1 TAMPA, Fla., September 11, 2025 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today released its periodic update. “The last |
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| September 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| September 8, 2025 |
EXHIBIT 99.1 |
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| September 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| September 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| September 5, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 5, 2025 As filed with the U.S. Securities and Exchange Commission on September 5, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) |
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| September 5, 2025 |
BITGO CUSTODIAL SERVICES AGREEMENT EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning |
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| September 5, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 5, 2025 As filed with the U.S. Securities and Exchange Commission on September 5, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) |
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| September 5, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| September 5, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| September 5, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| September 5, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| September 5, 2025 |
EXHIBIT 3.1 |
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| September 5, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| September 5, 2025 |
BITGO CUSTODIAL SERVICES AGREEMENT EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning |
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| August 29, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 29, 2025 As filed with the U.S. Securities and Exchange Commission on August 29, 2025 Registration No. 333-289465 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| August 29, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| August 29, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 29, 2025 As filed with the U.S. Securities and Exchange Commission on August 29, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) ( |
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| August 29, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| August 29, 2025 |
BITGO CUSTODIAL SERVICES AGREEMENT EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning |
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| August 29, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1/A (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| August 29, 2025 |
EXHIBIT 10.26 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of [ ] by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”), a limited liability company organized and existing under the laws of Delaware, and , (“Borrower”), a limited liability company organized and existing under the laws of Delaware (each, a “Party” and together, the “Parties”). WHERE |
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| August 29, 2025 |
BITGO CUSTODIAL SERVICES AGREEMENT EXHIBIT 10.25 BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between: (“CLIENT”) a and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client. Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning |
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| August 29, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| August 29, 2025 |
EXHIBIT 3.1 |
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| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 26, 2025 |
GREENSHOE INSTRUMENT TO PURCHASE SHARES OF COMMON STOCK UPEXI, INC. EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 26, 2025 |
WAIVER AND AMENDMENT AGREEMENT EXHIBIT 10.1 WAIVER AND AMENDMENT AGREEMENT This WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 25, 2025, is entered into by and among Upexi, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on the signature page hereto. WHEREAS, the Company and the Purchasers have previously entered into that certain Securities Purchase Agreement, dated as of July |
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| August 20, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 15, 2025 |
EXHIBIT 99.1 Upexi Establishes Advisory Committee and Welcomes Arthur Hayes as First Member Additional members to join the Advisory Committee in the coming weeks to optimize performance, increase visibility and unlock capital raising opportunities Arthur brings deep expertise, exposure and connectivity to both digital assets and traditional finance TAMPA, Fla., August 12, 2025 - Upexi, Inc. (NASDA |
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| August 11, 2025 |
August 11, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: David Gessert Re: Upexi, Inc. Registration Statement on Form S-1 Filed July 21, 2025 File No. 333-288822 To Whom It May Concern: Upexi, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from the staff (th |
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| August 11, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| August 11, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 11, 2025 As filed with the U.S. Securities and Exchange Commission on August 11, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary |
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| August 8, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 8, 2025 As filed with the U.S. Securities and Exchange Commission on August 8, 2025 Registration No. 333-288822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (P |
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| August 8, 2025 |
Upexi Surpasses 2 Million SOL in its Treasury EXHIBIT 99.1 Upexi Surpasses 2 Million SOL in its Treasury TAMPA, Fla., August 05, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today released its periodic update. “July was a game-changing month for Upexi, particularly with respec |
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| August 8, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 8, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| August 8, 2025 |
EXHIBIT 3.1 |
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| August 1, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 1, 2025 |
EXHIBIT 99.1 Upexi, Inc. Announces $500 Million Equity Line Agreement with A.G.P. to Accelerate the Growth of its Solana Treasury Strategy TAMPA, FL., July 28, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced it has ente |
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| August 1, 2025 |
August 1, 2025 Allan Marshall President and Chief Executive Officer Upexi, Inc. 3030 North Rocky Point Drive, Suite 420 Tampa, FL 33607 Re: Upexi, Inc. Registration Statement on Form S-1 Filed July 21, 2025 File No. 333-288822 Dear Allan Marshall: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your regist |
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| August 1, 2025 |
EXHIBIT 99.2 Upexi to Participate in Fireside Chat at Canaccord Genuity’s 45th Annual Growth Conference on August 12th-14th TAMPA, Fla., July 30, 2025 - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced that management will part |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 25, 2025 |
EXHIBIT 10.1 Execution Version COMMON STOCK PURCHASE AGREEMENT Dated as of July 25, 2025 by and between UPEXI, INC. and A.G.P./ALLIANCE GLOBAL PARTNERS TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1. Purchase and Sale of Stock 1 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 A |
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| July 25, 2025 |
Upexi Purchases 83,000 SOL, Grows Treasury to 1.9 Million SOL Worth $381 Million EXHIBIT 99.1 Upexi Purchases 83,000 SOL, Grows Treasury to 1.9 Million SOL Worth $381 Million TAMPA, Fla., July 23, 2025 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced the acquisition of 83,000 SOL for $16. |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 25, 2025 |
EXHIBIT 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2025, is by and between A.G.P./Alliance Global Partners (the “Investor”), and Upexi, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof |
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| July 21, 2025 |
EXHIBIT 99.1 Upexi Grows Treasury to 1.819 Million SOL Worth $331 Million with a $58 Million Unrealized Gain in Under Three Months Upexi purchased an additional 100,000 SOL, and anticipates it may generate up to approximately $26 million in annual staking revenue based on current SOL holdings Company releases adjusted metrics for enhanced transparency and analysis TAMPA, Fla., July 21, 2025 - Upex |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 21, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00 |
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| July 21, 2025 |
BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF UPEXI, INC. (a Delaware Corporation) ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings. The annual meeting of stockholders of Upexi, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each fiscal year at such date and time, within or without the State of Delaware, as the B |
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| July 21, 2025 |
As filed with the U.S. Securities and Exchange Commission on July 21, 2025 As filed with the U.S. Securities and Exchange Commission on July 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary St |
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| July 21, 2025 |
EXHIBIT 3.1 |
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| July 18, 2025 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July [ ], 2025, among Upexi, Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and , as collateral agent for the Purchasers (“Agent”). WHEREAS |
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| July 18, 2025 |
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July [], 2025, between Upexi, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as o |
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| July 18, 2025 |
Form of Security Agreement, dated as of July 2025, between Upexi, Inc. and Seller EXHIBIT 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”), dated as of [], 2025, by and among Upexi, Inc. ( “Grantor”), and , in its capacity as collateral agent on behalf of the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”). W I T N E S S E T H: WHEREAS, reference is made to that certain (a) Securities Purchase A |
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| July 18, 2025 |
EXHIBIT 99.1 Upexi Announces Closing of Approximately $150 Million Private Placement of Convertible Notes as Part of Previously Announced $200 Million Concurrent Offering TAMPA, Fla., July 17, 2025 (GLOBE NEWSWIRE) -Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 16, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 18, 2025 |
Form of Secured Convertible Promissory Note EXHIBIT 4.1 THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 17, 2025 |
Upexi Announces Closing of $50 Million Private Placement Equity Offering EXHIBIT 99.1 Upexi Announces Closing of $50 Million Private Placement Equity Offering TAMPA, Fla., July 15, 2025 (GLOBE NEWSWIRE) -Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced the closing of a private placement equity offer |
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| July 16, 2025 |
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 11, 2025, between Upexi, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 11, 2025 UPEXI, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 16, 2025 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2025, between Upexi, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| July 16, 2025 |
EXHIBIT 10.2 Execution Version July 11, 2025 Upexi, Inc. Attn: Allan Marshall, Chief Executive Officer and President 3030 North Rocky Point Drive Tampa, Florida 33607 Dear Mr. Marshall: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Upexi, Inc., a Nevada (the “Company”), that the Placement Agent shall serve as the exclusi |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| July 14, 2025 |
EXHIBIT 99.1 Upexi, Inc. Announces Pricing of $200 Million Concurrent Private Placement of Common Stock and Convertible Notes both Priced above the At-the-Market Price under Nasdaq Rules TAMPA, FL / Access Newswire / July 11, 2025 / Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversif |
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| July 9, 2025 |
EXHIBIT 99.1 Upexi, Inc. June 2025 Monthly Update TAMPA, Fla., July 08, 2025 (GLOBE NEWSWIRE) - Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today released its June 2025 monthly update. “June was a particularly active and successful month,” stated Upexi CEO Allan M |
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| July 9, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Delaware 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 26, 2025 |
EXHIBIT 99.1 Upexi Announces Intent to List SEC-Registered Shares On-Chain via Superstate's Opening Bell Provides Update on Solana Holdings, Now Totaling 735,692 SOL TAMPA, FL – June 26, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 23, 2025 |
PROSPECTUS Upexi, Inc. 43,859,649 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287525 PROSPECTUS Upexi, Inc. 43,859,649 Shares of Common Stock This prospectus relates to the offering and resale by the Selling Stockholder identified herein of up to 43,859,649 shares of common stock, $0.001 par value (“Common Stock”) of Upexi, Inc. (the “Company”), which consists of (i) 35,970,383 shares of Common Stock (the “PIPE Shares”) |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 333-25526 83-3378978 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 20, 2025 |
UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607 UPEXI, INC. 3030 ROCKY POINT DRIVE, SUITE 420 TAMPA, FL 33607 June 20, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Re: Upexi, Inc. Registration Statement on Form S-1, File No. 333-287525 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: June 23, 2025 Requested Time: 5:00 pm, Eastern T |
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| June 20, 2025 |
Upexi’s Chief Strategy Officer to Present at The ICR Conference Spotlight Series on June 20th EXHIBIT 99.1 Upexi’s Chief Strategy Officer to Present at The ICR Conference Spotlight Series on June 20th TAMPA, FL – June 17, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that Brian Rudick, CFA, Chief Strategy Off |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| June 16, 2025 |
Upexi CEO and CSO to Host Fireside Chat on Thursday, June 26th at 11:00 a.m. ET EXHIBIT 99.1 Upexi CEO and CSO to Host Fireside Chat on Thursday, June 26th at 11:00 a.m. ET TAMPA, FL – June 12, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that it will host a fireside chat with Allan Marshall, C |
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| June 12, 2025 |
June 11, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attn: Joe McCann Doris Stacey Gama Re: Upexi, Inc. Registration Statement on Form S-1 Filed May 22, 2025 File No. 333-287525 To Whom It May Concern: Upexi, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from t |
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| June 11, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.001 |
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| June 11, 2025 |
As filed with the U.S. Securities and Exchange Commission on June 11, 2025 As filed with the U.S. Securities and Exchange Commission on June 11, 2025 Registration No. 333-287525 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Org |
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| June 9, 2025 |
EXHIBIT 99.2 Upexi Joins Webull Corporate Connect Service Platform Enables Upexi to build a community and foster relationships with Webull’s 24 million registered users Connect with the Company on Webull here TAMPA, FL – June 9, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the crypto |
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| June 9, 2025 |
Upexi Approved for Options Trading on Nasdaq EXHIBIT 99.1 Upexi Approved for Options Trading on Nasdaq TAMPA, FL – June 5, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that options on its common stock are approved for trading on the Nasdaq Options Market. The options will trade under th |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| June 5, 2025 |
June 5, 2025 Allan Marshall Chief Executive Officer Upexi, Inc. 3030 North Rocky Point Drive, Suite 420 Tampa, FL 33607 Re: Upexi, Inc. Registration Statement on Form S-1 Filed May 22, 2025 File No. 333-287525 Dear Allan Marshall: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement a |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| May 30, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| May 30, 2025 |
Upexi to Present at the iAccess Alpha Virtual Best Ideas Summer Investment Conference on June 24-25 EXHIBIT 99.2 Upexi to Present at the iAccess Alpha Virtual Best Ideas Summer Investment Conference on June 24-25 TAMPA, FL, May 30, 2025 – Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today announced that management will present at the iA |
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| May 30, 2025 |
EXHIBIT 99.1 Upexi Partners with Crypto-Native Marketing and Design Firm, GMI Digital, to Drive Solana-Focused Strategy Collaboration to strengthen Upexi’s engagement with both institutional and crypto-native audiences TAMPA, FL – May 29, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into |
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| May 28, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| May 28, 2025 |
Investor Presentation, Spring 2025 EXHIBIT 99.2 |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| May 28, 2025 |
EXHIBIT 99.1 Upexi Buys Additional Locked SOL at a Discount for $11.8 million Purchases 77,879 locked SOL for $11.8 million Upexi now has 679,677 SOL, valued at $121.2 million at the current price of $178.261 TAMPA, FL – May 28, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the crypto |
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| May 28, 2025 |
EXHIBIT 99.1 Upexi Releases Investor Presentation Detailing Solana Treasury Strategy Presentation outlines benefits of the digital asset treasury model and Upexi-specific plans TAMPA, FL – May 27, 2025 – Upexi, Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the cryptocurrency space, today released a |
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| May 23, 2025 |
EXHIBIT 99.1 Upexi Appoints Brian Rudick, CFA as Chief Strategy Officer Rudick to oversee crypto strategy and visibility-related functions Rudick brings deep traditional finance and crypto expertise and network TAMPA, FL – May 22, 2025 – Upexi Inc. (NASDAQ: UPXI), a brand owner specializing in the development, manufacturing, and distribution of consumer products with diversification into the crypt |
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| May 23, 2025 |
EXECUTIVE EMPLOYMENT AGREEMENT EXHIBIT 99.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of May 22, 2025 (the "Effective Date"), between Upexi, Inc., a Nevada Corporation, whose principal place of business is 3030 Rocky Point Drive, Suite 420, Tampa, Florida 33607 (the "Company" or "Employer") and Brian Rudick, an individual (the "Executive"). This employment agre |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 001-40535 83-3378978 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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| May 22, 2025 |
As filed with the U.S. Securities and Exchange Commission on May 22, 2025 As filed with the U.S. Securities and Exchange Commission on May 22, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada 5900 83-3378978 (State or Other Jurisdiction of Incorporation or Organization) (Primary Stand |
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| May 22, 2025 |
EXHIBIT 107 Calculation of Filing Fee Table S-1 (Form Type) Upexi Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.001 |