upxi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _______

Commission File Number 001-40535

UPEXI, INC.

(Exact name of registrant as specified in its charter)

Nevada

83-3378978

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

3030 North Rocky Point Drive

Tampa, FL

33607

(Address of principal executive offices)

(Zip Code)

(701) 353-5425

(Registrant’s telephone number, including area code)

_______________________________________________________________

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	UPXI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of February 14, 2025 the registrant had 1,320,924 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Interim Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

SIGNATURES		40

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Our unaudited condensed consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Upexi, Inc., unless otherwise indicated.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

UPEXI, INC.

Interim Unaudited Condensed Consolidated Financial Statements

		Page

Condensed Consolidated Balance Sheets as of December 31, 2024 (Unaudited) and June 30, 2024		5

Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2024 and 2023 (Unaudited)		6

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2024 and 2023 (Unaudited)		7

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2024 and 2023 (Unaudited)		8

Notes to the Unaudited Condensed Consolidated Financial Statements		9

Table of Contents

UPEXI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2024 Unaudited			June 30, 2024

ASSETS
Current assets
Cash	$	406,347		$	661,415
Accounts receivable, net		1,161,606			606,885
Inventory, net		2,236,429			1,431,556
Due from VitaMedica transition		-			212,358
Prepaid expenses and other receivables		305,537			502,188
Assets available for sale - Building		-			4,005,516
Purchase price receivable - VitaMedica		2,000,000			2,000,000
Purchase price receivable - E-core		-			2,000,000
Total current assets		6,109,919			11,419,918

Property and equipment, net		2,140,452			2,356,556
Intangible assets, net		201,491			239,871
Goodwill		848,854			848,854
Deferred tax asset		5,948,858			5,948,858
Other assets		199,893			278,435
Right-of-use asset, net		2,079,782			2,418,596
Total other assets		11,419,330			12,091,170

Total assets	$	17,529,249		$	23,511,088

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,004,770		$	481,647
Accrued compensation		837,650			1,098,856
Deferred revenue		138,961			235,255
Accrued liabilities		222,148			736,407
Accrued interest		629,661			476,018
Acquisition payable		413,152			413,152
Related party advances, net		-			100,000
Current portion of note payable		280,000			-
Current portion of convertible notes payable		775,000			-
Current portion of related party note payable		250,000			-
Current portion of Cygnet subsidiary notes payable		5,447,565			5,447,565
Note payable on building for sale		-			2,634,538
Current portion of operating lease payable		618,220			1,031,714

Total current liabilities		10,617,127			12,655,152

Operating lease payable, net of current portion		1,844,232			1,732,606
Related party note payable		250,000			500,000
Note payable		280,000			557,429
Convertible notes payable		775,000			1,550,000
Notes payable - Cygnet subsidiary		-			-

Total long-term liabilities		3,149,232			4,340,035

Commitments and contingencies

Stockholders' equity
Preferred stock, $0.001 par value, 100,000,000 shares authorized, and 25,000 and 25,000 shares issued and outstanding, respectively		25			25
Common stock, $0.001 par value, 100,000,000 shares authorized, and 1,045,429 and 1,045,429 shares issued and outstanding, respectively		1,045			1,045
Additional paid in capital		53,548,320			53,374,444
Accumulated deficit		(49,786,500	)		(46,859,613	)
Total stockholders' equity attributable to Upexi, Inc.		3,762,890			6,515,901
Non-controlling interest in subsidiary
Total stockholders' equity		3,762,890			6,515,901

Total liabilities and stockholders' equity	$	17,529,249		$	23,511,088

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

UPEXI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three Months Ended December 31,				Six Months Ended December 31,
		2024		2023		2024		2023

Revenue
Revenue		$	4,005,492		7,462,880	$	8,362,007	$	15,737,570

Cost of Revenue			1,031,386		2,895,838		2,457,833		5,741,039

Gross profit			2,974,106		4,567,042		5,904,174		9,996,531

Operating expenses
Sales and marketing			949,963		1,486,274		1,991,388		3,302,976
Distribution costs			1,276,422		2,500,212		2,732,147		4,632,104
General and administrative expenses			1,548,590		1,584,339		2,916,280		3,162,689
Share-based compensation			32,578		330,584		173,876		752,471
Amortization of acquired intangible assets			19,190		658,858		38,380		1,317,716
Depreciation			220,562		317,723		460,467		595,336
Lease impairment, Delray Beach facility	<

SEC Form 10-Q filed by Upexi Inc.