Core Viewpoint - Upexi, Inc. is actively participating in multiple investor conferences in December 2025 to enhance investor engagement and showcase its focus on Solana and digital assets [1][2][3] Group 1: Investor Conferences - Upexi will attend the Benchmark's 14th Annual Discovery 1x1 Investor Conference on December 4, 2025, in New York City, with Chief Strategy Officer Brian Rudick representing the company [2] - The company will also participate in the Solana Breakpoint 2025 conference from December 11-13, 2025, in Abu Dhabi, where CEO Allan Marshall and Chief Strategy Officer Brian Rudick will be present for a panel discussion on December 12, 2025 [2] - A virtual webinar titled Webull CCS Investment Crypto/DAT will take place on December 17, 2025, featuring a presentation by Brian Rudick [3] Group 2: Company Overview - Upexi, Inc. is a leading digital asset treasury company focused on acquiring and holding Solana (SOL), currently holding over two million SOL [4] - The company employs three key value accrual mechanisms: intelligent capital issuance, staking, and discounted locked token purchases, aiming for disciplined and accretive growth [4] - Upexi also operates as a brand owner in the development, manufacturing, and distribution of consumer products, appealing to a diverse range of investors [4]

Core Viewpoint - Upexi, Inc. has successfully closed a private placement offering, raising approximately $10 million, with potential additional proceeds of around $13 million from warrant exercises, aimed at enhancing its digital asset treasury strategy focused on Solana [1][5]. Group 1: Offering Details - The private placement involved 3,289,474 shares of common stock and warrants to purchase an equal number of shares at a combined purchase price of $3.04 [1]. - The total gross proceeds from the offering are approximately $10 million, with the potential for an additional $13 million from the exercise of warrants [1]. - The net proceeds will be utilized for working capital, general corporate purposes, and the company's internally managed SOL maximum return strategy [1]. Group 2: Company Overview - Upexi, Inc. is a leading digital asset treasury company focused on acquiring and holding Solana (SOL) in a disciplined manner [5]. - The company employs three key value accrual mechanisms: intelligent capital issuance, staking, and discounted locked token purchases [5]. - Upexi currently holds over two million SOL and also specializes in the development, manufacturing, and distribution of consumer products [5].

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) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 5900 83-3378978 (I.R.S. Employer Identification Number) 3030 North Rocky Point ...

Core Points - Upexi (UPXI), a Nasdaq-listed company, announced a private placement priced at up to $23 million, including common stock and warrants [1] - The transaction will provide approximately $10 million in immediate financing, with total proceeds reaching $23 million if all warrants are exercised [1] - The offering price is set at $3.04 per share and corresponding warrant, with a warrant exercise price of $4.00, which can be exercised immediately and is valid for four years [1] - The funds raised will be used for general corporate purposes, working capital, and to expand Solana holdings [1]

Core Points - Upexi, Inc. has entered into a securities purchase agreement with an institutional investor for the sale of 3,289,474 shares of common stock and warrants to purchase an equal number of shares at a combined purchase price of $3.04, which is a 1.3x premium to the Company's NAV [1][2] - The offering is expected to close around December 1, 2025, with gross proceeds of approximately $10 million and potential additional proceeds of up to $13 million from the exercise of the warrants [2] - The funds will be used for working capital, general corporate purposes, and a strategy focused on maximizing returns from Solana (SOL) [2][6] Company Overview - Upexi, Inc. is a digital asset treasury company focused on acquiring and holding Solana (SOL) while also being involved in the development, manufacturing, and distribution of consumer products [6] - The company currently holds over two million SOL and employs strategies such as intelligent capital issuance, staking, and discounted locked token purchases to enhance value [6]

Core Viewpoint - Upexi has announced a stock buyback program of up to $50 million to enhance shareholder value amid declining stock prices and market conditions [1][2]. Company Summary - The board of Upexi approved a buyback program that allows the company to repurchase shares on the open market, providing flexibility based on market conditions and liquidity [1]. - CEO Allan Marshall stated that the buyback will be executed opportunistically without compromising the company's growth investments or treasury strength [1]. Industry Context - Upexi's decision aligns with a trend among digital asset treasury firms that are engaging in share repurchases as their stock prices have significantly decreased due to reduced investor interest [2]. - The market capitalization of some digital asset treasury firms is now below the value of the cryptocurrencies they hold, leading to the rationale that buybacks could be beneficial [2]. Stock Performance - Upexi's stock has fallen over 50% since early October and nearly 90% from its peak in April, with a 4.4% decline noted on Thursday amid a broader downturn in cryptocurrency prices [3]. - The current price of Solana (SOL) is approximately $150, reflecting a nearly 30% decrease over the past month and a 20% decline year-to-date [3]. - Upexi holds 2.1 million SOL, valued at around $319 million [3].

Core Viewpoint - Upexi, Inc. has authorized a share repurchase program of up to $50 million to enhance shareholder value and demonstrate confidence in its long-term growth strategy [1][2][3]. Group 1: Share Repurchase Program - The share repurchase program allows Upexi to buy back its common stock in the open market, depending on market conditions and other factors [2]. - The company plans to execute share repurchases opportunistically, aligning with its disciplined capital allocation approach [2]. - The timing, manner, price, and amount of repurchases will be at management's discretion, and the program can be suspended or discontinued at any time [3]. Group 2: Company Overview - Upexi, Inc. is a digital asset treasury company focused on acquiring and holding Solana (SOL), aiming for disciplined and accretive growth [4]. - The company currently holds over two million SOL and employs mechanisms such as intelligent capital issuance, staking, and discounted locked token purchases to enhance value [4]. - Upexi also operates as a brand owner in the development, manufacturing, and distribution of consumer products [4].

Core Insights - Upexi Inc. reported a 183% year-on-year profit surge, primarily attributed to Solana (SOL) staking income, which has become a significant growth driver for the company [1][4][7] Financial Performance - Gross profit reached $8.3 million, reflecting a 183% increase compared to the same quarter last year, largely due to digital asset revenue of $6.1 million from SOL staking [7] - Net income for the quarter was $66.7 million, a significant turnaround from a net loss of $1.6 million in the same quarter of the previous year [7] - Total revenue was reported at $9.2 million, up from $4.4 million in the quarter ended September 30, 2024 [7] Market Position - Upexi's digital asset division is now the company's largest growth engine, with expectations to improve yield generation further [4] - The company is trading at a premium to net asset value (NAV), indicating a strong market position despite broader concerns about the crypto treasury model [4][5] - Upexi's average cost basis for acquiring SOL tokens is approximately $154-$157, which is lower than that of competing Solana treasury companies, who entered the market at around $220-$230 [8]

Financial Performance - Digital Asset Revenue for the quarter was approximately $6.1 million, contributing to total revenue of $9.2 million, up from $4.4 million in the same quarter last year[7] - Gross Profit totaled $8.3 million, representing a 183% increase year-over-year, primarily driven by the addition of Digital Asset Revenue[7] - Net Income increased to $66.7 million, or $1.21 per share, compared to a net loss of $1.6 million, or ($1.55) per share, for the same quarter last year[7] - The Company reported approximately $78 million in unrealized gains on its Solana treasury, significantly impacting net income[7] Cash and Investments - Cash and Cash Equivalents were $2.2 million as of September 30, 2025[7] - Upexi closed a $200 million concurrent private placement of common stock and convertible notes to support its growth strategy[8] - The Company announced a $500 million equity line agreement with A.G.P. to accelerate the growth of its Solana treasury strategy[8] - Upexi currently holds over two million SOL, positioning itself as a leading digital asset treasury company[10] Strategic Initiatives - The Company established the Upexi Advisory Committee, adding notable members to enhance strategic direction[8] - Upexi's operational strategy includes holding cryptocurrency Solana directly on its balance sheet, generating meaningful yield[3]

Treasury Strategy - The company has shifted its treasury strategy to hold digital currency assets, primarily focusing on Solana (SOL), aiming for higher yields on excess cash [158]. - Approximately 95% of the company's Solana treasury is currently staked, with plans to maintain or increase this percentage in the future [161]. - The treasury strategy includes intelligent capital markets issuance to purchase and hold more Solana, potentially benefiting shareholders as Solana's price rises [160]. - The company maintains a certain amount of liquid SOL and cash to meet current obligations, ensuring liquidity management [166]. - The treasury strategy aims to turn the treasury into a productive asset through staking, enhancing shareholder value [160]. - The company evaluates its treasury operations bi-weekly to adjust the allocation of SOL in the staking program [163]. - The Company has approximately $253,000,000 in treasury value at BitGo, based on the SOL price of $202.51 per token [192]. - The Company maintains more than 98% of its SOL treasury in cold wallets [195]. - The Company has not reduced its treasury or sold any of its SOL staking rewards to date [186]. - The Company is in the process of onboarding a third qualified custodian as part of its risk management process [198]. Staking and Yield - The staking program utilizes multiple validators to maximize yield and reduce risk, with regular evaluations of validator performance [167]. - Staking rewards are distributed based on the proportion of stake relative to the total active stake in the network, funded by inflationary issuance and transaction fees [183]. - The Solana staking yield is currently at 4.3%, down from an initial 8.0%, and will decrease by 15% every epoch-year until reaching a long-term floor of 1.5% [200]. - There are currently 27.2 million locked SOL, representing 6.7% of the total SOL supply [200]. Financial Performance - Revenue declined by approximately $1.2 million, or 28%, compared to the same period last year [211]. - Digital asset revenue increased by approximately $6.1 million as the Company began investments in digital assets [212]. - Cost of revenue decreased by approximately $0.5 million, or 33%, resulting in a gross margin of approximately 69.7% [213]. - General and administrative expenses increased approximately $7.9 million, or 577%, primarily due to the shift to holding digital assets [215]. - Unrealized gain on digital assets increased by approximately $78.0 million due to price changes on SOL [216]. Cash Flows and Assets - Net cash flows used in operating activities was $9,780,221 for the three months ended September 30, 2025, compared to $1,974,592 for the same period in 2024 [220]. - Net cash flows used in investing activities was approximately $30.3 million for the three months ended September 30, 2025, compared to $5.8 million provided in the same period in 2024 [221]. - Net cash flows provided by financing activities was approximately $39.4 million for the three months ended September 30, 2025, compared to $2.7 million used in the same period in 2024 [222]. - Current assets increased to $220,341,167 as of September 30, 2025, compared to $56,778,043 as of June 30, 2025 [218]. - The Company estimates sufficient working capital to fund operations and meet debt obligations over the next twelve months [223]. Solana Network Insights - The Solana network's transaction fees are fixed at 0.000005 SOL per transaction, plus a variable fee based on computation resources used [179]. - The company does not hedge its SOL and has no plans to do so in the future, focusing solely on Solana as a digital asset [158]. - Solana is the 1 ecosystem for new developers, growing 83% in 2024, indicating strong future growth potential [203]. Fees and Charges - The Company pays BitGo a monthly digital asset storage fee based on the market value of the assets in storage, plus $500 [189]. - The Asset Manager will charge an asset-based fee of 1.75% per annum on the assets under management [205]. - The Company issued warrants to the Asset Manager to purchase 2,192,982 shares of Common Stock at various exercise prices ranging from $2.28 to $5.70 per share [206].