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 (727) 287-2800 (Address, including zip code, and telephone number including area code, of Registrant's principal executive offices) Allan Marshall, President and Chief Executive Officer Upexi, Inc. 3030 North Rocky Point Drive, Suite 420 Tampa, FL 33607 (727) 287-2800 ...

Core Insights - Upexi, Inc. experienced significant growth in July 2025, raising over $200 million and increasing its Solana holdings by 172% to 2 million SOL, which is valued at approximately $334 million as of August 4, 2025 [2][5]. Treasury Update - As of August 4, 2025, Upexi holds 2,000,518 SOL, up from 735,692 SOL at the end of June 2025, representing a 172% increase [5]. - The net asset value of the SOL holdings is approximately $334 million, calculated using the SOL price of $167.26 [5]. - Upexi has approximately 0.0339 SOL per common share, equating to $5.68 per common share [5]. - The company is earning an estimated 8% staking yield, generating around $65,000 daily in revenue [5]. Business Initiatives - Upexi made multiple purchases of Solana during July, including 100,000 SOL on July 21 and 83,000 SOL on July 23 [5]. - The company’s treasury strategy includes a significant portion of locked SOL, approximately 57% of the portfolio, purchased at a discount to the spot price [5]. Market Performance - Solana recorded strong growth metrics in July 2025, with daily active addresses increasing by 144% year-over-year to 4.4 million and daily transactions rising by 62% to $3.4 billion [6]. - The total value locked (TVL) in Solana reached $8.7 billion, marking a 98% increase year-over-year [6]. Valuation Metrics - Upexi's stock traded at a Basic mNAV of 0.9x and a Fully-Loaded mNAV of 1.6x as of August 4, 2025 [5][8]. - The adjusted market cap, considering potential conversions of convertible notes, is approximately $472.8 million [9].

TAMPA, Fla., July 30, 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 that management will participate in a fireside chat moderated by Joseph Vafi, Managing Director of Equity Research at Canaccord Genuity LLC, on Wednesday, August 13th at 1:30 p.m. ET at the Canaccord Genuity 45 Annual Growth Conference taking ...

🚨 NEW: Upexi ($UPXI) announces a $500M equity line agreement with A.G.P.The raise supports Upexi’s Solana treasury strategy and offers zero fees, full discretion, and no commitment costs. https://t.co/Bii57TAdbv ...

Core Viewpoint - Upexi, Inc. has acquired 83,000 SOL for $16.7 million, increasing its total holdings to 1.9 million SOL valued at over $381 million, indicating a strong commitment to the cryptocurrency market [1][2]. Group 1: Acquisition Details - The acquisition price for the 83,000 SOL was $201.34 per SOL, totaling $16.7 million [1]. - Upexi's total cryptocurrency holdings now amount to 1.9 million SOL, worth over $381 million based on a spot price of $200.60 [1]. Group 2: Strategic Positioning - CEO Allan Marshall highlighted the progress in U.S. digital asset legislation, which could lead to mass adoption of blockchain technology, positioning both Solana and Upexi to benefit from this trend [2]. - The company plans to continue purchasing and holding Solana to enhance shareholder value [2]. Group 3: Company Overview - Upexi specializes in the development, manufacturing, and distribution of consumer products and has diversified into the cryptocurrency sector [2]. - The company is actively managing a cryptocurrency portfolio as part of its treasury strategy [2].

Core Insights - Upexi has acquired an additional 100,000 SOL, increasing its total holdings to 1,818,809 SOL valued at approximately $331 million, and anticipates generating up to $26 million in annual staking revenue based on current holdings [1][3][4] Treasury and Staking Update - The recent purchase of 100,000 SOL was made for $17.7 million, or $176.77 per SOL, marking a 147% increase in holdings from 735,692 SOL at the end of June [2] - Upexi's total SOL holdings were acquired for $273 million, with an unrealized gain of approximately $58 million due to SOL appreciation and discounts on locked SOL [2] Financial Metrics - As of July 18, Upexi's market cap stood at $402 million, with a Basic mNAV of 1.22, indicating the market cap is 1.2 times the value of the SOL held [5] - The adjusted market cap, assuming certain financial adjustments, is estimated at $705 million, leading to a Fully-Loaded mNAV of 2.13, which is 2.1 times the adjusted value of the SOL held [8][9] Management Commentary - Upexi's CEO highlighted the company's innovative capital raises and the strategic growth of its treasury, emphasizing confidence in creating significant shareholder value through various mechanisms [4] - The Chief Strategy Officer noted the favorable positioning of Upexi in the blockchain space, anticipating benefits from increasing adoption and potential legislative changes in the U.S. [4]

Core Viewpoint - Upexi, Inc. has successfully closed a private placement convertible note offering, raising approximately $150 million, alongside a previously disclosed $50 million equity offering, resulting in total gross proceeds of around $200 million before expenses [1][2]. Group 1: Note Offering Details - The convertible notes have an interest rate of 2.0% payable quarterly, a fixed conversion price of $4.25 per share, and a maturity period of 24 months [2]. - The notes are collateralized by Solana (SOL) provided by the holders, and the SOL acquired will be part of the Company's treasury [2][3]. - Big Brain Holdings acted as the lead investor in the note offering, contributing to the increase of the Company's SOL holdings from approximately 735,692 to 1.65 million SOL [3]. Group 2: Financial Impact - The total gross proceeds from the note offering and the equity offering amount to approximately $200 million before deducting placement agent fees and other expenses [2]. - The Company has diversified its asset management strategy by entering the cryptocurrency space, indicating a strategic shift in its financial operations [6]. Group 3: Company Overview - Upexi, Inc. specializes in the development, manufacturing, and distribution of consumer products and has expanded into the cryptocurrency industry [6].

Core Insights - Upexi, Inc. has successfully closed a private placement equity offering of 12,457,186 shares of common stock at a price of $4.00 per share, generating approximately $50 million in gross proceeds before expenses [1][2] Group 1: Equity Offering Details - The equity offering involved accredited investors, qualified purchasers, and institutional investors, including the CEO and a director of the company [1] - The shares were sold at a price of $4.00 per share, with management and board participation priced at $4.94 per share [1] - A.G.P./Alliance Global Partners acted as the sole placement agent for the offering [3] Group 2: Use of Proceeds - Proceeds from the equity offering will be used to cover placement agent fees and offering-related expenses, support general working capital needs, and advance the company's Solana treasury strategy [2] Group 3: Future Offerings - The company anticipates closing a previously disclosed $150 million convertible notes offering in exchange for Solana on or about July 16, 2025 [2]

Group 1 - Guolian Minsheng (01456) expects a net profit of RMB 1.129 billion for the first half of 2025, representing a year-on-year increase of approximately 1183% [1] - NIO-SW (09866) saw a rise of over 10% as its sub-brand, Lido, officially launched pre-sales for its new model L90, priced starting at RMB 279,900, which is competitive against similar models [1] - China CNR (01766) rose over 7% following a profit warning, with the rail transit equipment industry showing high demand and Q2 performance exceeding expectations [1] Group 2 - Coal stocks experienced a broad increase, with companies like China Qinfa (00866) and China Shenhua (01088) rising over 4%, driven by strong coal prices amid high temperatures [1] - Zijin Mining (02899) saw a rise of 1.5%, with expected net profit growth of about 54% year-on-year for the first half of the year, although short-term impacts from copper tariffs are anticipated [1] Group 3 - WanGuo Data-SW (09698) increased over 6% after its REIT completed offline inquiries with a subscription multiple of 166 times, indicating significant valuation potential [2] - Hengrui Medicine (01276) rose over 4%, reaching a new high, with expectations that its performance and business development will act as key catalysts [2] - China Shipbuilding Defense (00317) increased over 5% as the merger of two shipbuilding companies approaches completion, with Q2 performance exceeding expectations [2] Group 4 - Bitcoin-related stocks saw significant gains, with Bit Origin (BTOG.US) rising 51.72% and SharpLink Gaming (SBET.US) increasing 17.15%, driven by a surge in Bitcoin prices [3] - Gold stocks strengthened amid geopolitical tensions, with Gold ETF (GLD.US) rising 0.96% and Barrick Mining (B.US) increasing 0.71% [3] Group 5 - British Petroleum (BP.US) rose 3.55% as the company anticipates an increase in Q2 oil production and strong trading performance [7] - Huami Technology (ZEPP.US) surged over 69%, projecting a 30% revenue growth for Q2, marking its first growth in three years [7]

Today in Crypto Corporate TreasuriesUpexi raises another $200M to buy SOLBig week for SOL treasuries after ETH dominated the weeks beforedjohnson (@DJohnson_CPA):$UPXI Raises $200M to buy more $SOL, $50M in equity offering and $150M in convertible note offering, lead investor on the notes was Big Brain HoldingsThey expect their SOL holdings to grow from 736K to 1.6M SOL after these offeringshttps://t.co/qJGV4mGLPg ...