UPEXI, INC.
For the period ended Jun 30, 2025. Filed Sep 24, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Sep 24, 2025
UPXI$0.62-6.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
| (a) | Consolidated financial statements |
| (1) | Consolidated financial statements for our Company are listed in the index under Part II, Item 8 of this Annual Report on Form 10-K. |
| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements or notes thereto. |
| (b) | Exhibits |
| Exhibit Index | ||||||
|---|---|---|---|---|---|---|
| Filed or | ||||||
| Incorporation by Reference · Furnished | ||||||
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | Herewith |
| 3.1(a) | Amended and Restated Articles of Incorporation | S-1 | 333-255266 | 3.1 | 4/15/21 | |
| 3.1(b) | Certificate of Amendment to Articles of Incorporation | 8-K | 001-40535 | 3.1 | 8/17/22 | |
| 3.1(c) | Certificate of Change, dated September 11, 2024 | 8-K | 001-30535 | 3.1 | 9/27/24 | |
| 3.1(d) | Certificate of Correction, dated September 18, 2024 | 8-K | 001-30535 | 3.2 | 9/27/24 | |
| 3.1(e) | Certificate of Incorporation (Delaware) | S-1/A | 333-288822 | 3.1 | 8/29/25 | |
| 3.2 (a) | Amended Bylaws | S-1 | 333-255266 | 3.2 | 4/15/21 | |
| 3.2 (b) | Bylaws (Delaware) | S-1/A | 333-288822 | 3.2 | 8/29/25 | |
| 4.1 | Specimen of Stock Certificate | S-1 | 333-255266 | 4.6 | 4/15/21 | |
| 4.2 | Description of Securities | x | ||||
| 10.1 | Upexi, Inc. 2019 Incentive Stock Plan (Amended and Restated as of August 19, 2025) | x | ||||
| 10.2 | Form of Nonqualified Stock Option Agreement | S-1 | 333-255266 | 10.2 | 4/15/21 | |
| 10.3 | Stock Purchase Agreement, dated June 1, 2024 | 8-K | 001-40535 | 10.1 | 6/17/24 | |
| 10.4 | Agreement to Unwind Securities Purchase Agreement, dated July 31, 2024 | 8-K | 001-40535 | 10.1 | 8/5/24 | |
| 10.5+ | Employment Agreement, dated April 24, 2025, between Registrant and Allan Marshall | x | ||||
| 10.6+ | Employment Agreement, dated April 24, 2025, between Registrant and Andrew J. Norstrud | 8-K | 001-40535 | 10.2 | 4/25/25 | |
| 10.7+ | Employment Agreement, dated May 23, 2025 between the Company and Brian Rudick | 8-K | 001-40535 | 99.2 | 5/23/25 | |
| 10.8 | Equity Interest Purchase Agreement, dated August 31, 2023, between Registrant and Amplifyir Inc. | 8-K | 001-40535 | 2 | 9/6/23 | |
| 10.9 | Exercise of Option to Acquire Cygnet Online, LLC, dated September 1, 2023, between Registrant and Eric Hanig | 10-K | 001-40535 | 10.23 | 10/3/23 | |
| 10.10 | Upexi, Inc. 2019 Amended and Restated Stock Incentive Plan, effective May 24, 2022 | S-8 | 333-273859 | 4.7 | 8/9/23 | |
| 10.11 | Audit Committee Charter | 10-K | 001-40535 | 10.25 | 10/3/23 | |
| 10.12 | Compensation Committee Charter | 10-K | 001-40535 | 10.26 | 10/3/23 | |
| 10.13 | Nominating Committee Charter | 10-K | 001-40535 | 10.27 | 10/3/23 | |
| 10.14 | Form of Securities Purchase Agreement, dated as of April 20, 2025, between Upexi, Inc. and each Purchaser (as defined therein) | 8-K | 10.1 | 4/24/25 | ||
| 10.15 | Placement Agency Agreement, dated April 20, 2025, between Upexi, Inc. and A.G.P/Alliance Global Partners | 8-K | 10.2 | 4/24/25 | ||
| 10.16 | Form of Registration Rights Agreement, dated as of April 20, 2025, between Upexi, Inc. and each Purchaser (as defined therein) | 8-K | 10.3 | 4/24/25 | ||
| 10.17 | Asset Management Agreement, dated April 23, 2025, between Upexi, Inc. and GSR Strategies LLC | 8-K | ||||
| 10.18 | Form of Securities Purchase Agreement, dated as of July 11, 2025, between Upexi, Inc. and each Purchaser (as defined therein) | 8-K | 10.1 | 7/16/25 | ||
| 10.19 | Placement Agency Agreement, dated July 11, 2025, between Upexi, Inc. and A.G.P/Alliance Global Partners | 8-K | 10.2 | 7/16/25 | ||
| 10.20 | Form of Registration Rights Agreement, dated as of July 11, 2025, between Upexi, Inc. and each Purchaser (as defined therein) | 8-K | 10.3 | 7/16/25 | ||
| 10.21 | Form of Secured Convertible Promissory Note | 8-K | 4.1 | 7/18/25 | ||
| 10.22 | Form of Securities Purchase Agreement, dated as of July 2025, between Upexi, Inc. and each Purchaser (as defined therein) | 8-K | 10.1 | 7/18/25 | ||
| 10.23 | Form of Security Agreement, dated as of July 2025, between Upexi, Inc. and Seller | 8-K | 10.2 | 7/18/25 | ||
| 10.24 | Form of Registration Rights Agreement, dated as of July 2025, between Upexi, Inc. and each Purchaser (as defined therein) | 8-K | 10.4 | 7/18/25 | ||
| 10.25 | Common Stock Purchase Agreement, dated as of July 25, 2025, between Upexi, Inc. and A.G.P./ Alliance Global Partners | 8-K | 10.1 | 7/25/25 | ||
| 10.26 | Registration Rights Agreement, dated as of July 25, 2025, between Upexi, Inc. and A.G.P./ Alliance Global Partners | 8-K | 10.2 | 7/25/25 | ||
| 10.27 | Waiver and Amendment to that certain Securities Purchase Agreement, dated as of July 11, 2025 | 8-K | 10.1 | 8/26/25 | ||
| 10.28 | Form of Greenshoe Instrument | 8-K | 10.2 | 8/26/25 | ||
| 10.29 | BitGo Custodian Services Agreement | S-1 | 333-255266 | 10.25 | 9/15/25 | |
| 10.30 | BitGo Prime LLC Master Lending Agreement | S-1 | 333-255266 | 10.26 | 9/15/25 | |
| 10.31 | Coinbase Custodian Services Agreement | S-1 | 333-255266 | 10.30 | 9/15/25 | |
| 10.32 | Phantom Stock Appreciation Award Plan | x | ||||
| 14.1 | Code of Business Conduct and Ethics | 10-K | 001-40535 | 14.1 | 10/3/23 | |
| 14.2 | Whistleblower Policy | 10-K | 001-40535 | 14.2 | 10/3/23 | |
| 19.1 | Upexi, Inc. Insider Trading Policy | x | ||||
| 21.1 | List of Subsidiaries of Registrant | x | ||||
| 23.1 | Consent of GBQ | x | ||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | x | ||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | x | ||||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | x | ||||
| 32.2* | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | x | ||||
| 97.1 | Upexi, Inc. Compensation Recovery Policy | 10-K/A | 001-40535 | 97.1 | 4/22/25 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | x | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | x | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | x | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | x | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | x | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | x | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | x | ||||
- These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Upexi, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
- Indicates a management contract or compensatory plan or arrangement.
† Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Registrant agrees to furnish to the SEC a copy of any omitted schedule and/or exhibit upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.