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

Revenue and Profitability - Revenue for the fiscal year ended June 30, 2025, was $14,826,336, a decrease of $11,174,316 or 43% compared to $26,000,652 in 2024[267] - Total revenue for the year ended June 30, 2025, was $15,811,345, a decrease of 39.0% from $26,000,652 in 2024[329] - Digital asset revenue was $985,009, generated from the newly implemented treasury strategy focused on Solana tokens[268] - Digital asset revenue for the year was $985,009, with no revenue reported in the previous year[329] - Gross profit decreased by approximately $2,942,000 or 22.9%, with a profit margin increase to approximately 67% of revenue compared to 49% in the prior year[271] - Gross profit for 2025 was $10,868,040, down from $12,824,579 in 2024, reflecting a decline of 15.2%[329] - Operating expenses totaled $23,367,792 in 2025, a decrease of 33.8% from $35,287,018 in 2024[330] - Net loss attributable to Upexi, Inc. was approximately $13,684,000, a decrease from a net loss of approximately $23,658,000 in the prior year[281] - Net loss attributable to Upexi, Inc. for 2025 was $13,684,209, compared to a net loss of $23,658,438 in 2024, representing a 42.3% improvement[330] - The company reported a basic loss per share from continuing operations of $1.73 for 2025, compared to a loss of $24.60 in 2024[330] Expenses and Costs - Product costs decreased by $8,232,768 or 62% due to lower sales and the elimination of the lower margin recommerce business[270] - General and administrative expenses increased by approximately $5,163,645 or 76%, primarily due to higher corporate compensation and professional services fees[274] - Advertising expenses were $1,830,096 in 2025, down from $3,353,361 in 2024, reflecting a reduction of 45.3%[374] - The company reported stock-based compensation expenses of $2,106,862, which may impact future profitability[1] - The company experienced a bad debt reserve for Amazon receivable amounting to $933,950, indicating a significant increase in credit losses[1] - Inventory write-offs totaled $748,874, reflecting challenges in inventory management and potential overstock issues[1] - The company recorded an impairment of goodwill and intangible assets totaling $7,869,425, indicating potential issues with asset valuation[1] Cash Flow and Financing - Cash flows used in operating activities for continuing operations were $(8,423,042), compared to $(4,894,751) in the previous year[283] - The Company raised approximately $110,030,000 from financing activities, including $92,556,000 from the sale of common stock[286] - The Company closed on $350,000 of convertible debt with a term of two years and an interest rate of 3%, convertible into 116,118 shares at $3.00 per share[292] - A private placement offering on April 24, 2025, raised approximately $92,556,000 by selling 35,970,383 shares at $2.28 per share[293] - The Company entered into a credit facility with BitGo for up to $20,000,000, which increased to $50,000,000 post-June 30, 2025, used for purchasing Solana[294] - The cash balance at the end of the period was $2,975,150, a decrease from $661,415 at the beginning of the period[1] Assets and Liabilities - The Company had current assets of $56,778,043 and current liabilities of $32,563,906 as of June 30, 2025, resulting in working capital of $24,214,137[282] - Total assets increased significantly to $123,806,844 in 2025 from $23,511,088 in 2024, marking a growth of 426.5%[327] - Total stockholders' equity attributable to Upexi, Inc. rose to $90,097,498 in 2025 from $6,515,901 in 2024, an increase of 1,283.5%[327] - The total outstanding convertible notes payable, notes payable, and related party note payable was $5,940,910, a decrease of 44.1% from $10,689,532 in 2024[429] - The acquisition payable related to the acquisition of Cygnet was $260,652, down 37% from $413,152 in 2024[425] - As of June 30, 2025, accrued liabilities totaled $356,064, a decrease of 51.7% from $736,407 in 2024[425] Stock and Compliance - The Company has implemented a reverse stock split at a rate of 1-for-20, effective October 3, 2024, with no impact on the par value of common stock[311] - The Company regained compliance with Nasdaq Listing Rule 5550(a)(2) as of October 16, 2024, maintaining a minimum bid price of $1.00 per share[314] - The total potential dilutive weighted average shares outstanding increased to 10,906,827 for the year ended June 30, 2025, compared to 295,133 for the previous year[393] - The Company executed a reverse stock split at a rate of 1-for-20 effective October 3, 2024, reclassifying $19,860 from Common Stock to Additional Paid-in-Capital[390] Digital Assets - The Company has approximately 744,026 Solana Tokens held with a fair value of $105,997,180 as of June 30, 2025[402] - For the year ended June 30, 2025, the Company purchased approximately 737,692 Solana Tokens for $104,910,839 and reported an unrealized loss of $101,332 on digital assets[403] - Revenue from staking for the year ended June 30, 2025 amounted to $985,009[403] - As of June 30, 2025, approximately 95% of the Company's Solana treasury is staked, with 322,575 tokens liquid and 421,451 tokens locked[404] - The Company did not sell any Solana from its Digital Asset Treasury in the years ended June 30, 2025, or 2024, valuing locked tokens at $133.07 each and liquid tokens at $154.74 each[405] Impairments and Write-offs - The Company recognized an impairment of intangible assets totaling $4,274,680 for the year ended June 30, 2024, with $3,300,000 related to Cygnet's vendor list[356][357] - The Company recorded a goodwill impairment of $3,594,745 related to Cygnet as of June 30, 2024, due to the strategic decision to exit the recommerce business[355] - An impairment of long-lived assets included a loss of $336,434 on a building and $569,195 on the sale of assets during the year ended June 30, 2024[356] Inventory Management - Inventory as of June 30, 2025, totaled $1,152,870, a decrease from $1,431,556 in 2024, with write-offs of $748,874 in 2025 compared to $1,812,319 in 2024[406] - The Company had inventory reserves of $593,539 as of June 30, 2025, compared to $605,470 in 2024[406] Lease Obligations - The Company recognized total lease costs of $1,153,871 for the year ended June 30, 2025, down from $1,624,556 in 2024[424] - The undiscounted future minimum lease payments under non-cancellable operating leases as of June 30, 2025, amount to $1,975,647, with a present value of operating lease obligation of $1,145,440[423] - The weighted average remaining lease term for operating leases as of June 30, 2025, is 26 months, with a weighted average incremental borrowing rate of 5.0%[424]

Core Insights - Major cryptocurrencies like Bitcoin, Ethereum, and Solana have reached new highs due to favorable regulatory policies and increased acceptance by Wall Street [1] - Stocks utilizing cryptocurrency treasury strategies, particularly those leveraging Ethereum and Solana, are outperforming traditional crypto investments [2] Group 1: Crypto Treasury Stocks - "Crypto treasury stocks" are gaining traction, with smaller companies accumulating Ethereum and Solana for yield and price appreciation [2] - MicroStrategy, now Strategy Inc., has accumulated over $27 billion in Bitcoin, viewing it as a long-term reserve asset, resulting in a stock price increase of over 2,000% in five years [3][4] Group 2: BitMine Immersion Technologies Inc. (BMNR) - BMNR has transitioned from Bitcoin mining to an Ethereum treasury strategy, becoming the largest public holder of ETH with 2.4 million ETH valued at approximately $10 billion [5] - The stock has shown signs of stabilization and is trading above its 50 and 200-day simple moving averages, indicating a potential mature uptrend [7] Group 3: MARA Holdings Inc. - MARA Holdings, a Bitcoin miner, has amassed nearly 50,000 Bitcoin and reported $238 million in revenue for Q2 2025, a 64% year-over-year increase [8][10] - The stock has formed a Golden Cross and is breaking out above key moving averages, suggesting potential for a sustainable rally [10] Group 4: SharpLink Gaming Inc. - SharpLink has accumulated over 700,000 ETH valued at over $2.5 billion and is on track to turn a profit in Q3 2025 [11] - Analyst coverage rates the stock as a Buy with a price target nearly triple its current market price [11] Group 5: Cleanspark Inc. - Cleanspark holds over 12,000 Bitcoin valued at about $1.5 billion and reported a record $198 million in revenue for Q2 2025, growing over 60% year-over-year [14] - The stock has confirmed a breakout with bullish technical signals, indicating strong momentum [16] Group 6: Upexi Inc. - Upexi has a market cap of over $360 million and announced a record $447 million in Solana holdings, significantly exceeding its market cap [17][19] - The stock is showing signs of a new uptrend, with potential for significant upside despite inherent risks [19]

Market Overview - U.S. stock futures are lower, with Dow futures dropping more than 100 points on Monday [1] Company-Specific Movements - American Battery Technology Company (ABAT) shares fell 12.2% to $2.89 in pre-market trading after filing for a mixed shelf offering of up to $250 million [2] - Yueda Digital Holding (YDKG) shares tumbled 13.1% to $2.92 in pre-market trading, following a decline of over 3% on Friday [4] - Quantum Computing Inc. (QUBT) shares dipped 12.2% to $20.40 in pre-market trading, expecting a cash position of $850 million after closing a $500 million common stock private placement [4] - CEA Industries Inc. (BNC) shares declined 9.8% to $8.74 in pre-market trading, as the company authorized a $250 million stock buyback [4] - Amer Sports, Inc. (AS) shares slipped 9.2% to $34.01 in pre-market trading after announcing warm third-quarter revenue growth guidance [4] - Bitmine Immersion Technologies, Inc. (BMNR) shares declined 7.3% to $56.34 in pre-market trading after a gain of over 2% on Friday [4] - Strive, Inc. (ASST) shares fell 7% to $4.00 in pre-market trading after gaining more than 12% on Friday [4] - Upexi, Inc. (UPXI) shares dropped 6.2% to $6.17 in pre-market trading after a decline of around 4% on Friday [4] - DeFi Development Corp. (DFDV) shares declined 5.7% to $15.95 in pre-market trading, following the announcement of a strategic collaboration with ZeroStack [4]

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 or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Numbe ...

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

Core Viewpoint - Some cryptocurrency-related stocks experienced gains on Friday, indicating positive market sentiment in the sector [1] Group 1: Stock Performance - Bitmine Immersion Technologies (BMNR.US) rose over 5.8% [1] - Strategy (MSTR.US) increased by more than 1.7% [1] - SharpLink Gaming (SBET.US) saw a rise of over 2.6% [1] - Upexi (UPXI.US) surged by 16% [1] - Bit Digital (BTBT.US) gained more than 2% [1]

Core Insights - Upexi, Inc. reported a significant increase in its Solana treasury, now valued at $447 million, with an unrealized gain of $142 million, reflecting a strong performance in recent weeks [2][3][8] - The company has successfully closed three capital issuances, generating a 46% unrealized gain for shareholders and increasing adjusted SOL per share by 129% since the launch of its treasury strategy [3][10][11] Treasury Update - As of September 10, 2025, Upexi holds 2,018,419 SOL, a 1% increase from 2,000,518 SOL on August 4, 2025 [8] - The net asset value of the SOL is estimated at $447 million, based on a price of $221.59 per SOL, with the total cost of SOL being $306 million [8] - Approximately 53% of the SOL portfolio consists of locked SOL purchased at a discount, providing built-in gains for shareholders [8] Adjusted SOL per Share - Upexi introduced a new adjusted SOL per share metric, which as of September 10, 2025, stands at 0.0197 SOL or $4.37, reflecting increases of 56% and 126% respectively since the treasury strategy launch [9][11] - This metric aims to measure value creation from capital issuance, staking revenue, and discounted locked SOL purchases, while minimizing the impact of SOL price changes [10] Business Initiatives - Upexi established an Advisory Committee, welcoming Arthur Hayes as its first advisor, to enhance its visibility and strategic direction [3][8] - The company participated in several investor conferences, including the Canaccord Genuity Annual Growth Conference and the H.C. Wainwright Global Investment Conference, to engage with high-quality investors [8]

Summary of Upexi Inc. Conference Call Company Overview - Upexi Inc. is a digital asset treasury company focused on cryptocurrency, specifically underpinned by Solana, differentiating itself from companies like MicroStrategy [2][4] - The company owns three consumer brands and has achieved mid-teens annual recurring revenue, currently operating at break-even [2] Key Developments - In February 2023, Upexi announced a pivot into cryptocurrency, creating a cryptocurrency treasury [2] - A significant equity private placement of $200 million was announced in July 2023, which was noted as the first in-kind convertible note in the industry [3][4] - Upexi has acquired over 200 million Solana tokens, valued at approximately $420 million at current prices [3] Differentiation and Strategy - Upexi's model allows for the purchase of locked Solana at a discount, providing built-in gains for shareholders [3][14] - The management team is highlighted as a key differentiator, with experience from notable companies like XPO Logistics [4] - Upexi aims to replicate and improve upon MicroStrategy's successful treasury model, focusing on Solana due to its high-performance blockchain capabilities [6][8] Value Accrual Mechanisms - Upexi employs various strategies to enhance shareholder value, including: - Staking Solana to earn an 8% yield [12][13] - Buying locked Solana at a 15% discount, effectively doubling the staking yield [13][14] - Issuing equity above book value to create accretion for shareholders [9][15] Market Position and Future Outlook - Upexi believes it is well-positioned to benefit from the anticipated mainstream adoption of cryptocurrency, particularly with regulatory clarity expected in the U.S. [23][24] - The company emphasizes the importance of maintaining a low leverage ratio to navigate market volatility [21][22] - Upexi's adjusted Solana per share has increased by 54% since the initial equity private placement, indicating effective management of treasury operations [20] Industry Context - The cryptocurrency market is experiencing a shift towards more companies creating treasuries around various tokens, driven by increased confidence in regulatory frameworks [4][24] - Upexi's focus on Solana is based on its potential for significant upside compared to Bitcoin, which is seen as less likely to experience substantial growth [25][26] Conclusion - Upexi Inc. positions itself as a first mover in the Solana treasury space, leveraging innovative strategies and a strong management team to drive shareholder value and capitalize on the growing cryptocurrency market [28]

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 (I.R.S. Employer Identification Number) 3030 North Rocky Point Drive, Suite 420 Tampa, FL 33607 (727) 287-2800 FORM S-1/A 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 Industr ...