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, 2025

☐	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)

Delaware

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)

(727) 287-2800

(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 $0.00001	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 9, 2026 the registrant had 69,760,581 shares of common stock, par value $0.00001 per share, issued.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

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	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	39

SIGNATURES		40

Table of Contents

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 the “Company” mean Upexi, Inc., unless otherwise indicated.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

UPEXI, INC.

Condensed Consolidated Financial Statements (Unaudited)

		Page

Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and June 30, 2025		5

Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)		6

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)		7

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 (Unaudited)		8

Notes to the Condensed Consolidated Financial Statements (Unaudited)		9

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UPEXI, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	December 31,			June 30,
	2025			2025
	(Unaudited)
ASSETS
Current assets
Cash	$	1,616,765		$	2,975,150
Accounts receivable, net		594,552			157,515
Inventory, net		728,273			1,152,870
Due from VitaMedica transition		304,880			228,017
Prepaid expenses and other receivables		1,302,064			350,836
Current digital assets at fair value		164,703,917			49,913,655
Purchase price receivable - VitaMedica		2,000,000			2,000,000
Total current assets		171,250,451			56,778,043

Property and equipment, net		543,246			2,052,573
Intangible assets, net		874,733			163,113
Goodwill		673,854			848,854
Deferred tax asset		5,948,858			5,948,858
Digital assets at fair value, net of current		90,998,464			56,083,525
Other assets		218,710			192,123
Right-of-use asset, net		636,449			1,739,755
Total other assets		99,894,314			67,028,801

Total assets	$	271,144,765		$	123,806,844

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable		665,840		$	1,039,370
Accrued compensation		3,111,115			3,470,296
Deferred revenue		47,287			13,155
Accrued liabilities		1,964,281			356,064
Accrued interest		2,902,942			792,449
Acquisition payable		260,652			260,652
Current portion of promissory notes		560,000			560,000
Short-term treasury debt		62,695,723			20,000,000
Current portion of Cygnet subsidiary notes payable		5,380,910			5,380,910
Current portion of operating lease payable		263,672			691,010
Total current liabilities		77,852,422			32,563,906

Operating lease payable, net of current portion		460,134			1,145,440
Convertible notes payable		144,115,480			-

Total long-term liabilities		144,575,614			1,145,440

Stockholders' equity
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, and 150,000 and 150,000 shares issued and outstanding, respectively		2			2
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 63,212,588 and 38,270,571 shares issued, as of December 31, 2025 and June 30, 2025, respectively		632			383
Treasury stock, 416,226 and 0, as of December 31, 2025 and June 30, 2025, respectively		(799,277	)		-
Additional paid in capital		222,236,002			150,640,935
Accumulated deficit		(172,720,630	)		(60,543,822	)
Total stockholders' equity		48,716,729			90,097,498

Total liabilities and stockholders' equity	$	271,144,765		$	123,806,844

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

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UPEXI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024

Revenue
Revenue	$	2,908,527	$	4,005,492	$	6,064,655	$	8,362,007
Digital asset revenue		5,143,513		-		11,227,130		-
Total revenue		8,052,040

SEC Form 10-Q filed by Upexi Inc.