UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Address of Principal Executive Offices) (Zip Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On November 11, 2025, Upexi, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter ended September 30, 2025, as well as other operational and business highlights in the quarter ended September 30, 2025 and subsequent to that date. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information in Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UPEXI, INC. |
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Dated: November 12, 2025 |
| /s/ Andrew J. Norstrud |
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| Name: Andrew J. Norstrud |
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| Title: Chief Financial Officer |
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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., November 11, 2025 (GLOBE NEWSWIRE) — Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced record digital asset revenue for the fiscal first quarter ended September 30, 2025.
Financial Highlights for the Quarter Ended September 30, 2025
| · | Total revenue for the quarter was $9.2 million, compared to $4.4 million for the quarter ended September 30, 2024. |
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| · | Revenue from operations from the consumer brands business totaled $3.2 million. |
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| · | Digital Asset Revenue, which primarily consists of staking income, totaled $6.1 million. |
| · | Gross profit totaled $8.3 million, up 183% year-over-year due mainly to the addition of Digital Asset Revenue. |
| · | Net Income totaled $66.7 million, or $1.21 per share, compared to a net loss of $1.6 million, or ($1.55) per share, for the quarter ended September 30, 2024. This increase was largely the result of approximately $78.00 million in unrealized gain on our Solana treasury. |
| · | Cash and Cash Equivalents were $2.2 million as of September 30, 2025. |
| · | As of November 12, 2025 the Company had 59,918,609 shares of common stock outstanding. |
“Early in 2025, we enhanced our cash management and treasury strategy to include holding the cryptocurrency Solana directly on our balance sheet. Today, substantially all our Solana is generating a meaningful yield, effectively turning our treasury into a productive, revenue-generating asset,” said Allan Marshall, Chief Executive Officer of Upexi. “We are pleased to report that this strategy delivered first quarter 2026 Digital Asset Revenue of $6.1 million and drove gross profit to $8.3 million, up 183% versus the year-ago quarter and a strong validation of our model. We are extremely proud of our progress as we continue to build the leading Solana treasury company, and we remain laser-focused on creating value for shareholders.”
Operational and Other Highlights During and Subsequent to the Quarter
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| · | Closed a $200 million concurrent private placement of common stock and convertible notes. |
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| · | Announced a $500 million equity line agreement with A.G.P. to accelerate the growth of the Solana treasury strategy. |
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| · | Held a Special Meeting of Stockholders where stockholders approved increasing the number of shares the Company may issue, at its sole discretion, under its equity line. |
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| · | Established the Upexi Advisory Committee and added Arthur Hayes, S◎L Big Brain, and Jon Najarian as members. |
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| · | Attended investor conferences, including: Canaccord Genuity 45th Annual Growth Conference, 5th Annual Needham Virtual Crypto Conference, H.C. Wainwright 27th Annual Global Investment Conference, FT Partners FinTech Conference 2025, A.G.P.'s Digital Asset Treasury Showcase, Maxim Growth Summit, New Orleans Investment Conference, Uncorrelated Cayman 2025, and Cantor Crypto & AI/Energy Infrastructure Conference. |
The Company’s Quarterly Report on Form 10-Q for this period is available on the SEC’s website and on Upexi’s IR website.
Conference Call Information
| Event: | First Quarter 2026 Earnings Call |
| Date: | Tuesday, November 11, 2025 |
| Time: | 5:30 p.m. ET |
| Live Call: | 1-877-407-9716 (U.S. Toll-Free) or 1-201-493-6779 (International) |
| Webcast | https://ir.upexi.com/news-events/ir-calendar |
For interested individuals unable to join the conference call, a dial-in replay of the call will be available until November 25, 2025, and can be accessed by dialing 1-844-512-2921 (U.S. Toll Free) or 1-412-317-6671 (International) and entering replay pin number: 13757131.
About Upexi, Inc.
Upexi, Inc. (Nasdaq: UPXI) is a leading digital asset treasury company, where it aims to acquire and hold as much Solana (SOL) as possible in a disciplined and accretive fashion. In addition to benefiting from the potential price appreciation of Solana - the cryptocurrency of the leading high-performance blockchain - Upexi utilizes three key value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases. The Company operates in a risk-prudent fashion to position itself for any market environment and to appeal to investors of all kinds, and it currently holds over two million SOL. Upexi also continues to be a brand owner specializing in the development, manufacturing, and distribution of consumer products. Please see www.upexi.com for more information.
Follow Upexi on X - https://x.com/upexitreasury
Follow CEO, Allan Marshall, on X - https://x.com/upexiallan
Follow CSO, Brian Rudick, on X - https://x.com/thetinyant
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Forward-Looking Statements
This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated use of proceeds. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Company Contact
Brian Rudick, Chief Strategy Officer
Email: [email protected]
Phone: (203) 442-5391
Investor Relations Contact
KCSA Strategic Communications
Valter Pinto or Jack Perkins
Media Relations Inquiries
Greg or Katie @STiR-communications.com
STiR-communications.com
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| UPEXI, INC. |
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| September 30, |
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| June 30, |
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| 2025 |
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| 2025 |
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| (Unaudited) |
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| ASSETS |
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| Current assets |
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| Cash |
| $ | 2,237,223 |
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| $ | 2,975,150 |
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| Accounts receivable, net |
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| 284,261 |
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| 157,515 |
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| Inventory, net |
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| 1,035,680 |
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| 1,152,870 |
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| Due from VitaMedica transition |
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| 471,380 |
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| 228,017 |
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| Prepaid expenses and other receivables |
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| 1,480,227 |
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| 350,836 |
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| Current digital assets at fair value |
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| 212,832,396 |
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| 49,913,655 |
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| Purchase price receivable - VitaMedica |
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| 2,000,000 |
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| 2,000,000 |
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| Total current assets |
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| 220,341,167 |
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| 56,778,043 |
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| Property and equipment, net |
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| 1,931,498 |
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| 2,052,573 |
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| Intangible assets, net |
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| 143,923 |
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| 163,113 |
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| Goodwill |
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| 848,854 |
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| 848,854 |
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| Deferred tax asset |
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| 5,948,858 |
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| 5,948,858 |
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| Investment in digital company |
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| 750,000 |
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| - |
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| Digital assets at fair value, net of current |
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| 187,993,435 |
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| 56,083,525 |
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| Other assets |
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| 200,690 |
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| 192,123 |
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| Right-of-use asset, net |
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| 1,569,742 |
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| 1,739,755 |
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| Total other assets |
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| 199,387,000 |
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| 67,028,801 |
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| Total assets |
| $ | 419,728,167 |
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| $ | 123,806,844 |
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| LIABILITIES AND STOCKHOLDERS' EQUITY |
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| Current liabilities |
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| Accounts payable |
| $ | 2,184,897 |
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| $ | 1,039,370 |
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| Accrued compensation |
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| 3,176,969 |
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| 3,470,296 |
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| Deferred revenue |
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| 51,347 |
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| 13,155 |
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| Accrued liabilities |
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| 947,076 |
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| 356,064 |
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| Accrued interest |
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| 1,545,481 |
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| 792,449 |
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| Acquisition payable |
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| 260,652 |
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| 260,652 |
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| Current portion of promissory notes |
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| 560,000 |
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| 560,000 |
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| Short-term treasury debt |
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| 50,000,000 |
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| 20,000,000 |
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| Current portion of Cygnet subsidiary notes payable |
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| 5,380,910 |
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| 5,380,910 |
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| Current portion of operating lease payable |
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| 521,702 |
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| 691,010 |
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| Total current liabilities |
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| 64,629,034 |
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| 32,563,906 |
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| Operating lease payable, net of current portion |
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| 1,145,439 |
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| 1,145,440 |
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| Convertible notes payable |
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| 143,161,862 |
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| Total long-term liabilities |
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| 144,307,301 |
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| 1,145,440 |
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| Stockholders' equity |
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| Preferred stock, $0.00001 par value, 10,000,000 shares authorized, and 150,000 and 150,000 shares issued and outstanding, respectively |
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| Common stock, $0.00001 par value, 300,000,000 shares authorized, and 58,893,261 and 38,270,571 shares issued and outstanding, respectively |
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| 589 |
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| 383 |
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| Additional paid in capital |
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| 204,586,941 |
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| 150,640,935 |
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| Retain earnings (accumulated deficit) |
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| 6,204,300 |
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| (60,543,822 | ) |
| Total stockholders' equity |
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| 210,791,832 |
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| 90,097,498 |
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| Total liabilities and stockholders' equity |
| $ | 419,728,167 |
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| $ | 123,806,844 |
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| UPEXI, INC. |
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| Three Months Ended September 30, |
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| Revenue |
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| Revenue |
| $ | 3,156,128 |
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| $ | 4,356,515 |
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| Digital asset revenue |
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| 6,083,617 |
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| - |
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| Total revenue |
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| 9,239,745 |
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| 4,356,515 |
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| Cost of revenue |
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| 956,745 |
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| 1,426,447 |
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| Gross profit |
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| 8,283,000 |
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| 2,930,068 |
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| Operating expenses |
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| Sales and marketing |
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| 1,067,555 |
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| 1,041,425 |
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| Distribution costs |
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| 887,596 |
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| 1,455,725 |
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| General and administrative |
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| 9,257,208 |
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| 1,367,690 |
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| Unrealized (gain) on digital assets |
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| (77,996,124 | ) |
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| - |
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| Share-based compensation |
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| 5,756,398 |
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| 141,298 |
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| Amortization of acquired intangible assets |
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| 19,190 |
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| 19,190 |
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| Depreciation |
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| 135,902 |
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| 239,905 |
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| (60,872,275 | ) |
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| 4,265,233 |
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| Income (loss) from operations |
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| 69,155,275 |
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| (1,335,165 | ) |
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| Other income (expense), net |
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| Interest expense, net |
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| (2,699,383 | ) |
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| (290,412 | ) |
| Other income, net |
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| 292,230 |
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| - |
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| Other expense, net |
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| (2,407,153 | ) |
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| (290,412 | ) |
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| Income (loss) on operations before income tax |
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| 66,748,122 |
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| (1,625,577 | ) |
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| Income tax benefit (expense) |
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| - |
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| - |
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| Net income (loss) from continuing operations |
| $ | 66,748,122 |
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| $ | (1,625,577 | ) |
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| Basic income (loss) per share: |
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| Income (loss) per share |
| $ | 1.21 |
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| $ | (1.55 | ) |
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| Diluted income (loss) per share: |
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| Income (loss) per share |
| $ | 0.76 |
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| $ | (1.55 | ) |
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| Basic weighted average shares outstanding |
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| 55,340,634 |
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| 1,045,429 |
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| Fully diluted weighted average shares outstanding |
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| 88,479,950 |
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| 1,045,429 |
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