Upexi (UPXI) Registration Filing summary

Company overview and business model

• Operates as a brand owner developing, manufacturing, and distributing consumer products, with a focus on direct-to-consumer sales and e-commerce platforms like Amazon.

• Recently shifted treasury strategy to allocate a significant portion of its balance sheet to Solana (SOL) digital assets, including staking for yield.

• Maintains a diversified portfolio of brands in pet care, wellness, supplements, and cannabinoid products, and has divested several subsidiaries to focus on core operations and digital asset strategy.

• Employs a direct-to-consumer model to reduce supply costs and improve margins, leveraging in-house manufacturing and logistics expertise.

Financial performance and metrics

• Completed multiple private placements and a convertible note offering in 2025, raising over $200 million to fund its Solana treasury strategy.

• As of December 1, 2025, had 63,208,083 shares of common stock outstanding, with potential dilution from options, warrants, convertible debt, and preferred stock.

• Does not anticipate paying dividends in the foreseeable future, with profits expected to be reinvested into business operations.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by the selling stockholder; may receive up to $13 million from warrant exercises, to be used for working capital, general corporate purposes, and the Solana maximum return strategy.

• Treasury strategy involves purchasing and staking Solana, with 95% of SOL treasury staked to earn yield, and plans to purchase locked SOL at a discount.