
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _______
Commission File Number
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(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 |
|
| The |
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. ☒
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). ☒
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 | ☐ |
☒ | 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)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 10, 2026, the registrant had
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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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 in Part I, Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended June 30, 2026, and in our other filings with the Securities and Exchange Commission, as well as those discussed 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.
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| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UPEXI, INC.
Condensed Consolidated Financial Statements (Unaudited)
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Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and June 30, 2026 | 5 | ||
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Notes to the Condensed Consolidated Financial Statements (Unaudited) | 9 |
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| Table of Contents |
UPEXI, INC. |
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) |
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ASSETS |
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Current assets |
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Cash |
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Accounts receivable, net |
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Inventory, net |
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Due from VitaMedica |
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Prepaid expenses and other assets |
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Current digital assets at fair value |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Deferred tax asset |
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Digital assets at fair value, net of current portion |
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Other assets |
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Right-of-use asset, net |
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Total noncurrent assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities |
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Accounts payable |
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Accrued compensation |
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Deferred revenue |
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Accrued liabilities |
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Accrued interest |
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Acquisition payable |
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Short-term treasury debt |
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Current portion of Cygnet subsidiary notes payable |
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Current portion of convertible notes payable |
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Current portion of operating lease payable |
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Total current liabilities |
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Operating lease payable, net of current portion |
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Convertible notes payable, net of current portion |
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Long-term contingent liabilities |
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Total long-term liabilities |
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Stockholders' equity (deficit) |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity (deficit) |
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Total liabilities and stockholders' equity (deficit) |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Table of Contents |
UPEXI, INC. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) |
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| Three Months Ended September 30, |
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| 2025 |
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Revenue |
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Revenue |
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Digital asset revenue |
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Total revenue |
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Cost of revenue |
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Gross profit |
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Operating expenses |
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Sales and marketing |
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Distribution costs |
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General and administrative |
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Unrealized gain on digital assets |
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Realized loss on digital asset revenue conversion to USD |
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Realized loss on sale of digital assets |
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Stock-based compensation |
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Amortization of acquired intangible assets |
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Depreciation |
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Income from operations |
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Other expense, net |
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Interest expense, net |
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Other income, net |
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Other expense, net |
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Income before income tax |
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Income tax benefit (expense) |
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Net income |
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Basic income per share: |
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Income per share |
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Diluted income per share: |
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Income per share |
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Basic weighted average shares outstanding |
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Diluted weighted average shares outstanding |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
| Table of Contents |
UPEXI, INC. |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) |
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| Total |
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| Preferred Stock |
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| Preferred Stock |
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| Common Stock |
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| Common Stock |
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| Additional Paid |
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| Accumulated Earnings |
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| Stockholders' Equity |
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| In Capital |
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| (Deficit) |
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FY 2026 |
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Balance, June 30, 2025 |
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Stock-based compensation |
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Exercise of pre-funded warrants |
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Issuance of common stock, net of issuance costs |
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Issuance of stock for conversion of debt |
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Net income |
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Balance, September 30, 2025 |
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FY 2027 |
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Balance, June 30, 2026 |
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Stock-based compensation |
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Issuance of common stock, net of issuance costs |
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Issuance of vested stock from equity incentive plans |
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Net income |
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Balance, September 30, 2026 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
| Table of Contents |
UPEXI, INC. |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) |
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| Three Months Ended September 30, |
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| 2026 |
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| 2025 |
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Cash flows from operating activities |
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Net income |
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Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation and amortization |
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Unrealized gain on digital assets |
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Realized loss on sale of digital assets |
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Digital asset revenue |
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Digital asset revenue conversion to USD |
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Realized loss on digital asset revenue conversion to USD |
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Amortization of loan costs |
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Bad debt reserve for Amazon receivable |
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Stock-based compensation |
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Changes in assets and liabilities |
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Accounts receivable |
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Inventory |
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Prepaid expenses and other assets |
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Operating lease assets and liabilities, net |
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Accounts payable and accrued liabilities |
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Deferred revenue |
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Net cash used in operating activities |
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Cash flows from investing activities |
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Acquisition of digital assets |
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Investment in digital assets company |
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Proceeds from the sale of digital assets |
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Acquisition of property and equipment |
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Net cash used in investing activities |
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Cash flows from financing activities |
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Proceeds from issuance of common stock |
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Proceeds from exercise of warrants |
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Payments of equity issuance costs |
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Payments of debt issuance costs |
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Net cash provided by financing activities |
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Net increase (decrease) in cash |
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Cash, beginning of period |
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Cash, end of period |
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Supplemental Cash Flow Disclosures |
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Interest paid |
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Income tax paid |
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Non-cash Investing and Financing Activities |
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Issuance of common stock for the repayment of convertible notes payable |
| $ |
|
| $ |
| ||
Issuance of convertible debt for digital assets acquired |
|
|
|
|
|
| ||
Issuance of short-term debt for digital assets acquired |
|
|
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|
|
| ||
Issuance of common stock for advisory services |
|
|
|
|
|
| ||
Issuance of common stock for prepaid advisory services |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 8 |
| Table of Contents |
UPEXI, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1. Company Information and Basis of Presentation
Nature of Operations
Upexi, Inc., is a Delaware corporation, originally formed as a Nevada corporation in 2018. The Company conducts its operations through its subsidiaries, which may change from time to time as a result of acquisitions, dispositions, and other corporate activities. We are in the cryptocurrency industry and the management of cash assets through a cryptocurrency portfolio, primarily focused on Solana tokens and staking of those tokens. We continue to be a brand owner selling consumer products to consumers with distribution and fulfillment being performed by a third party.
Solana Treasury Strategy. We diversified into the cryptocurrency industry and cash management of assets through a cryptocurrency portfolio, primarily focused on Solana tokens and staking of those tokens. Early in 2025, we updated and modified our cash management and treasury strategy to include holding digital currency assets directly on our balance sheet. This was a shift from holding excess cash primarily in FDIC-insured interest-bearing accounts. We adopted this strategy to obtain the highest yield on excess cash. Under this strategy, our treasury policy focuses primarily on Solana (“SOL”), an asset that is considered early in its lifecycle, with respect to both development and usage, as well as institutional adoption. This strategy involves applying a public-market treasury model similar to what has been done with Bitcoin. Management focuses its resources on this digital asset strategy, and the Company’s Solana holdings represent a significant portion of its total assets. Currently, our treasury is exclusively dedicated to the SOL digital asset and we do not intend to dedicate any of the treasury allocated capital to other digital assets.
Our consumer products are distributed in the United States of America and internationally. We manage these operations from our corporate location in Florida.
Upexi operates from our corporate location in Tampa, Florida, where direct to consumer, wholesale and Amazon sales are driven by on-site and remote teams. The Tampa location also supports accounting, corporate oversight, day-to-day finances, business development and operational management.
LuckyTail operates from our corporate location in Tampa, Florida with sales and marketing driven by on-site and remote teams that operate the Amazon sales strategy and daily business operations.
Basis of Presentation and Principles of Consolidation
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026. The unaudited condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of September 30, 2026 and June 30, 2026 and for the periods ending September 30, 2026 and 2025.
In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessarily be indicative of annual results.
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| Table of Contents |
Note 2. Significant Accounting Policies
The significant accounting policies followed are:
Use of Estimates - The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates underlying the Company’s reported financial position and results of operations include the allowance for credit losses, useful lives of property and equipment, impairment of long-lived assets, inventory valuation, fair value of stock-based compensation, fair value of digital assets, fair value of the Phantom Stock Unit compensation, and valuation allowance on deferred tax assets.
Cash - The Company considers all highly liquid investment instruments with a maturity of three months or less to be cash equivalents. Cash is maintained at financial institutions and at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances.
Accounts Receivable - Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within a specified time from the invoice date. The trade terms vary based on the customer and typically range from prepaid to 45 days from the invoice date. Interest is not charged by the Company on past due accounts. The carrying amount of receivables is reduced by an allowance for expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable and supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. The net accounts receivable balances were $
Inventory - The Company reviews the inventory level of all products quarterly. For most products that have been in the market for one year or more, we consider inventory levels of greater than one year’s sales to be excess or other items that show slower than projected sales. Products that are no longer part of the current product offering are considered obsolete. The potential for re-sale of slow-moving and obsolete inventories is based upon our assumptions about future demand and market conditions. The recorded cost of obsolete inventories is then reduced to zero. The slow-moving and obsolete inventory is written off and recorded as charges to cost of goods sold. All adjustments for obsolete inventory establish a new cost basis for that inventory as we believe such reductions are permanent declines in the market price of our products. Generally, obsolete inventory is sold to companies that specialize in the liquidation, while we continue to market slow-moving inventories until they are sold or become obsolete.
Inventory is stated at the lower of cost or net realizable value. Cost is determined by the weighted average moving cost inventory method. Net realizable value is determined, with appropriate consideration given to obsolescence, excessive levels, deterioration, and other factors.
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| Table of Contents |
Digital Assets - Pursuant to Accounting Standards Update (“ASU”) 2023-08, Intangibles — Goodwill and Other — Crypto Assets: Accounting for and Disclosure of Crypto Assets, codified into Accounting Standards Codification (“ASC”) subtopic 350-60, in-scope crypto assets are required to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard.
The Company measures its liquid SOL holdings at fair value in accordance with ASC 820, Fair Value Measurement, using unadjusted quoted prices in an active market for identical assets that the Company can access at the measurement date. The Company evaluates the principal market for SOL based on the market with the greatest volume and level of activity that is accessible to the Company. Accordingly, the Company classifies the fair value measurement of its liquid SOL holdings within Level 1 of the fair value hierarchy. CoinMarketCap is used as a market-data provider to monitor and corroborate pricing information; it is not considered a principal market or trading venue.
Property and Equipment - Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from
Goodwill - The Company evaluates its goodwill for possible impairment at least annually and when one or more triggering events or circumstances indicate that the goodwill might be impaired. Under this guidance, annual or interim goodwill impairment testing is performed by comparing the estimated fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the carrying value of goodwill.
The Company performed its annual test as of June 30, 2026 and 2025. As of September 30, 2026 and June 30, 2026, the amount in goodwill was $
Impairment of Long-lived Assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company estimates the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. The Company did not recognize impairment on its long-lived assets during the three months ended September 30, 2026 and 2025.
Revenue Recognition - In accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when we satisfy performance obligations as evidenced by the transfer of control of our products or services to customers. In general, the Company generates revenue from product sales, either directly to customers or to distributors. In determining whether a contract exists, we evaluate the terms of the agreement, the relationship with the customer or distributor and their ability to pay.
The Company recognizes revenue from sales of our products, including sales to our distributors, at a point in time, generally upon shipment or delivery to the customer or distributor, depending upon the terms of the sales order. Control is considered transferred when title and risk of loss pass, when the customer becomes obligated to pay and, where applicable, when the customer has accepted the products or upon expiration of the acceptance period. For sales to distributors, payment is due on our standard commercial terms and is not contingent upon the distributors’ resale of the products.
Shipping and handling fees billed to customers are included in revenue. Shipping and handling fees associated with inbound freight are generally included in cost of revenue.
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| Table of Contents |
Our business is subject to contingencies related to customer orders, including:
Right of Return
A large portion of our revenue comes from the sale of consumable products, which are sold in high-volume and low quantities, and are generally maintained at stock levels of less than ninety days in our facility. Customer returns have historically represented a very small percentage of sales on an annual basis. Other product sales relate to some pet products, including small mechanical devices.
Conditions of Acceptance
Sales of our consumable products and pet products generally do not have customer acceptance terms.
Revenue by Geography and Product Source
The following table, which excludes digital asset revenue, discloses disaggregated revenue:
|
| Three Months Ended September 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Primary geographical markets: |
|
|
|
|
|
| ||
United States of America |
| $ |
|
| $ |
| ||
Other |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Product source: |
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|
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|
|
|
Internally manufactured |
| $ |
|
| $ |
| ||
Contract manufactured |
|
|
|
|
|
| ||
Purchased as finished good |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Deferred Revenue - The Company records deposits as deferred revenue when a customer pays in advance of shipping the product. Once the product is shipped, the deposit is recorded as revenue and the related commissions are paid. All products were shipped related to deposits in deferred revenue, in less than one year.
We expect to recognize 100% of the deferred revenue as of September 30, 2026 and June 30, 2026, as revenue during the remainder of the fiscal year ending June 30, 2027.
Digital Asset Revenue, Realized and Unrealized Gains and Losses
Acquisition of Solana tokens
We acquire liquid Solana tokens through purchases. In the case of liquid bulk purchases, we recognize the cost basis as the actual price paid. In the case of liquid VWAP (volume-weighted average price) or TWAP (time-weighted average price) over multiple hours or days, we recognize the cost basis as the average price paid for all tokens purchased.
The Company is able to acquire Solana tokens that are locked through direct negotiations with the owner or a third party at a discounted price from the Solana market value price. These locked tokens will unlock over a period of time and once unlocked can be sold on several Solana exchanges. With the purchase of locked Solana, we recognize the cost basis as the actual price paid. The Company purchases locked SOL on the open market at negotiated discounts to the prevailing spot price. The original purchase discount is calculated in SOL tokens and amortized over the unlocking period. The dollar value of the unamortized discount is determined using the SOL spot price at each reporting date. The unlocking of the purchased Solana occurs over a series of dates as prescribed by the purchase agreement. At the time of unlocking, tokens can remain in the original wallet or be transferred into the wallet at our custodian or sold on an open exchange. Once the Solana is unlocked, the fair value is measured at the end of the period at the market value without a discount.
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| Table of Contents |
Remeasurement on a recurring basis
Subsequent to the acquisitions of Solana tokens, remeasurement of change in fair value is done by taking the spot price from CoinMarketCap at the end of a month. Our tokens are bifurcated between liquid and locked tokens. In the case of liquid tokens, the aggregate fair value is computed by taking the number of liquid tokens and multiplying that number by the month-end spot price. The Company purchases locked SOL on the open market at negotiated discounts to the prevailing spot price. The original purchase discount is calculated in SOL tokens and amortized over the unlocking period. The dollar value of the unamortized discount is determined using the SOL spot price at each reporting date. As locked tokens become unlocked over time, they will be added to the count of liquid tokens and accordingly, make up less of that discount percentage over time when computing aggregate fair value on locked tokens. The discount used by management is based on the historical purchases of locked Solana management has made on behalf of the Company. Management monitors this discount percentage and adjusts when appropriate.
Per ASC 350-60-45-2, gains and losses from the remeasurement of crypto assets shall be included in net income and presented separately from changes in the carrying value of other intangible assets. Pursuant to this guidance, changes in fair value are reflected on the Condensed Consolidated Statements of Operations. The fair value of the Company's digital assets is measured at each reporting date as the quantity of tokens held multiplied by the quoted price of SOL in its principal market at that date, adjusted for the effect of contractual transfer restrictions on locked tokens. The amount of gains and losses recognized for the period is the difference between that fair value and the carrying amount of the digital assets at the end of the immediately preceding reporting period, or their cost basis for digital assets acquired during the period.
Staking revenue
We earn staking rewards by delegating our digital assets to third-party validators on proof-of-stake blockchain networks. These tokens remain under the Company’s control and are not derecognized, as the delegation does not constitute a transfer of control under ASC 610-20 or ASC 350-60. Rewards are recognized as income when the Company obtains control of the new tokens, typically upon receipt into its wallet. While there is no explicit guidance under GAAP for staking activities, the Company applies the principles of ASC 606, Revenue from Contracts with Customers, by analogy. Management evaluates whether a contract exists, identifies the performance obligations, and determines whether the Company acts as a principal or agent in the transaction. The transaction price is measured at the fair value of the digital assets received at the time control is obtained. Due to the evolving nature of blockchain protocols and limited regulatory guidance, management exercises significant judgment in evaluating validator reliability and the risk of slashing or forfeiture. Changes in protocol rules or accounting interpretations may materially impact how staking revenue is recognized and measured. Solana tokens held by the Company, whether liquid or locked, are eligible for staking. Staking revenue is calculated based on the number of tokens earned and the month-end spot price. This revenue is reported on the Condensed Consolidated Statements of Operations under the line item Digital asset revenue. Changes in the fair value of staking rewards after initial recognition are presented within operating expenses in the Condensed Consolidated Statements of Operations as unrealized gains or losses on digital assets or realized gains or losses on conversions of staking rewards in U.S. dollars, as applicable.
Realized gains and losses on digital assets
To the extent staking rewards are converted into U.S. dollars, realized gains and losses are recognized for the difference between the proceeds received and the historical cost basis of the digital assets converted, determined using the first-in, first-out (“FIFO”) method. These amounts are presented within operating expenses in the Condensed Consolidated Statements of Operations as realized gains or losses on conversions of staking rewards into U.S. dollars.
To the extent digital assets are sold, realized gains and losses are recognized for the difference between the proceeds received and the historical cost basis of the digital assets sold, determined using the FIFO method. These amounts are presented within operating expenses in the Condensed Consolidated Statements of Operations as gains or losses on sales of digital assets.
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| Table of Contents |
Advertising - The Company supports its products with advertising to build brand awareness of the Company’s various products in addition to other marketing programs executed by the Company’s marketing team. The Company believes continual investment in advertising is critical to the development and sale of its branded products. Advertising costs of $
Stock-Based Compensation - The Company recognizes all stock-based payments to employees, including grants of employee stock options and grants of restricted shares as compensation expense in the condensed consolidated financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the stock-based payments vest immediately.
Nonemployee Stock-Based Payments - The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows ASC 718, Compensation–Stock Compensation, which applies to all stock-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing stock-based payment awards. Equity classified stock-based awards issued to nonemployees are measured at their grant date fair value. The related costs are recognized in the same periods and in the same manner as if the Company had paid cash for the goods or services.
Fair Value Measurements - The Company accounts for financial instruments in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| · | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. |
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|
|
| · | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
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| · | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Liquid Solana tokens are measured at fair value using quoted prices from CoinMarketCap (Level 1 inputs). The fair value of locked tokens is computed by taking the number of locked tokens and discounting the quoted prices from CoinMarketCap. The discount, a Level 2 input, used by management is based on the Company’s historical purchases of locked Solana. Management monitors this discount percentage and adjusts when appropriate.
The carrying amounts of certain financial instruments, including cash, accounts receivable, accounts payable, accrued expenses, and deferred revenue are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
Leases - The Company determines if a contract contains a lease at inception. A contract contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed. Leases with an initial term of 12 months or less are not recorded within the accompanying Condensed Consolidated Balance Sheets. GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain. All the Company’s real estate leases are classified as operating leases.
| 14 |
| Table of Contents |
Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term for an additional two years. The exercise of lease renewal options is at the Company’s discretion. The Company evaluates renewal options at lease inception and on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.
The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment.
Income Taxes - Income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s valuation allowance was $
The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.
ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company had no material uncertain tax positions at September 30, 2026 and June 30, 2026.
| 15 |
| Table of Contents |
Earnings (Loss) Per Share - Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding. The basic earnings (loss) per share denominator includes shares underlying pre-funded warrants and vested restricted stock units that are required to be settled in shares, weighted for the period they qualify for inclusion. Diluted earnings (loss) per share reflects the effect of potentially dilutive common shares, when dilutive. Potentially dilutive common shares may include shares issuable upon the exercise or settlement of stock options, warrants and restricted stock units, and upon the conversion of preferred stock and convertible notes. The following table summarizes the computation of basic and diluted earnings per share for the three months ended September 30, 2026 and 2025:
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| Three Months Ended September 30, |
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| 2026 |
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| 2025 |
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Numerator: |
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Net income |
| $ |
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| $ |
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If-converted impact on net income |
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Net income for diluted earnings per share |
| $ |
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| $ |
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Denominator: |
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Weighted average common shares outstanding |
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Weighted average effect of dilutive securities |
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Weighted average common shares outstanding for diluted earnings per share |
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Earnings per share: |
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Basic |
| $ |
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| $ |
| ||
Diluted |
| $ |
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| $ |
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Potentially dilutive securities that were not included in the calculation of diluted earnings (loss) per share because their effect would have been antidilutive were as follows:
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| September 30, |
| |||||
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| 2026 |
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| 2025 |
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Stock options |
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Warrants |
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Restricted stock units |
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| - |
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Total |
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Stock options, warrants other than pre-funded warrants, and unvested restricted stock units are included in diluted earnings (loss) per share using the treasury stock method, when dilutive. Convertible notes and preferred stock are evaluated using the if-converted method, when dilutive.
Convertible Debt - The Company accounts for its convertible debt instruments in accordance with ASC 470-20, Debt with Conversion and Other Options. Convertible debt instruments are initially accounted for as a single unit of account unless an embedded feature requires bifurcation from the host contract and separate accounting as a derivative pursuant to ASC 815, Derivatives and Hedging, or the substantial premium model in ASC 470-20 applies. The Company evaluates the terms of each convertible debt instrument at issuance and upon modification or other events requiring reassessment to determine the appropriate classification and accounting.
Certain of the Company’s convertible notes include provisions requiring settlement of unconverted principal through the delivery of specified quantities of SOL and fixed-price conversion features. Management evaluates the SOL settlement feature under ASC 815, including whether the feature is clearly and closely related to the debt host and whether it meets the definition of a derivative. This evaluation includes consideration of whether the applicable contractual quantity of SOL is readily convertible to cash, based on the relevant settlement terms, transfer restrictions, market liquidity, expected price impact, and the ability of the market to absorb the applicable quantity without significantly affecting price. Management also evaluates whether conversion features qualify for the ASC 815 scope exception for contracts involving the Company’s own equity, including whether the feature is indexed to the Company’s own stock and would be classified in stockholders’ equity if it were a freestanding instrument.
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If an embedded feature is bifurcated, the Company initially records the derivative at fair value and subsequently remeasures it at fair value through earnings. If no embedded feature requires bifurcation, the convertible debt is subsequently accounted for in accordance with the terms of the instrument, including recognition of interest expense using the applicable contractual interest rate or effective interest method, as appropriate. For the Company’s existing notes, management concluded that the SOL repayment feature does not require bifurcation because it does not meet the derivative definition, and that the conversion feature qualifies for the own-equity scope exception.
Recent Accounting Pronouncements - From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, (“FASB”), or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are applicable and not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. What follows below are accounting pronouncements adopted or issued but not yet adopted.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”) which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e), (2) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements, (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early application of the amendment is permitted. The ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the effect that ASU 2024-03 will have on its consolidated financial statements and related disclosures.
For the fiscal year beginning July 1, 2026, there have been no other recent accounting pronouncements issued but not yet adopted that are expected to be material to the Company.
Note 3. Inventory
Inventory, net consisted entirely of finished goods and totaled $
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Note 4. Digital Assets
The following table summarizes the changes in the Company’s SOL holdings, on a historical cost basis, for the three months ended September 30, 2026 and 2025:
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Balance, June 30, 2025 |
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SOL purchases |
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Exchanges between locked and liquid SOL, net |
|
| ( | ) |
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| ( | ) |
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SOL revenue |
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SOL unlocked |
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| ( | ) |
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| ( | ) |
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SOL tokens released from convertible note security |
|
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Balance, September 30, 2025 |
|
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| $ |
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| $ |
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| $ |
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| $ |
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Balance, June 30, 2026 |
|
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| $ |
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| $ |
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| $ |
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| $ |
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SOL purchases |
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SOL sales |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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SOL revenue |
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SOL unlocked |
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| ( | ) |
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| ( | ) |
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Balance, September 30, 2026 |
|
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
| ||||||||||
| 18 |
| Table of Contents |
The following table summarizes the changes in the Company’s SOL holdings, at fair value, for the three months ended September 30, 2026 and 2025:
|
| Fair Value |
| |
Digital assets, June 30, 2025 |
| $ |
| |
Purchases of digital assets |
|
|
| |
Digital asset revenue |
|
|
| |
Unrealized gain on digital assets |
|
|
| |
Digital assets, September 30, 2025 |
| $ |
| |
|
|
|
|
|
Digital assets, June 30, 2026 |
| $ |
| |
Purchases of digital assets |
|
|
| |
Proceeds from sales of digital assets |
|
| ( | ) |
Digital asset revenue |
|
|
| |
Realized loss on digital asset revenue conversion to USD |
|
| ( | ) |
Realized loss on sale of digital assets |
|
| ( | ) |
Unrealized gain on digital assets |
|
|
| |
Digital assets, September 30, 2026 |
| $ |
| |
As of September 30, 2026, management valued liquid SOL at $
As of September 30, 2026, the Company held
The Company purchases locked SOL on the open market at negotiated discounts to the prevailing spot price. The original purchase discount is calculated in SOL tokens and amortized over the unlocking period. The dollar value of the unamortized discount is determined using the SOL spot price at each reporting date. As of September 30, 2026, the Company had
| 19 |
| Table of Contents |
The Company had over
As of September 30, 2026, the Company held
June 30, 2027 |
|
|
| |
June 30, 2028 |
|
|
| |
Total |
|
|
|
Note 5. Property and Equipment
Property and equipment, net, consisted of the following:
|
| September 30, 2026 |
|
| June 30, 2026 |
| ||
Furniture and fixtures |
| $ |
|
| $ |
| ||
Computer equipment |
|
|
|
|
|
| ||
Manufacturing equipment |
|
|
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|
|
| ||
Leasehold improvements |
|
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| ||
Vehicles |
|
|
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|
| ||
Property and equipment, gross |
|
|
|
|
|
| ||
Less: accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
Depreciation expense was $
Note 6. Intangible Assets
Intangible assets consisted of the following:
|
| September 30, 2026 |
| |||||||||||
|
| Estimated Life |
| Cost |
|
| Accumulated Amortization |
|
| Net Book Value |
| |||
Trade name |
|
| $ |
|
| $ |
|
| $ |
| ||||
Intangible assets |
|
|
| $ |
|
| $ |
|
| $ |
| |||
|
| June 30, 2026 |
| |||||||||||
|
| Estimated Life |
| Cost |
|
| Accumulated Amortization |
|
| Net Book Value |
| |||
Trade name |
|
| $ |
|
| $ |
|
| $ |
| ||||
Intangible assets |
|
|
| $ |
|
| $ |
|
| $ |
| |||
| 20 |
| Table of Contents |
Amortization expense was $
Future amortization of intangible assets as of September 30, 2026 is set forth below for the years then ended: |
| |||
June 30, 2027 |
| $ |
| |
June 30, 2028 |
|
|
| |
Total |
| $ |
| |
Note 7. Leases
We have entered into various non-cancellable operating lease agreements for certain of our offices, technology, and equipment. We determine if an arrangement is a lease, or contains a lease, at inception, and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. As of September 30, 2026, no option to extend the lease was recognized as right-of-use (“ROU”) assets and lease liabilities. We have lease agreements with lease and non-lease components, and non-lease components are accounted for separately and not included in our ROU assets and corresponding liabilities. We have elected not to present short-term leases in the Condensed Consolidated Balance Sheets as these leases have a lease term of
Operating lease right-of-use assets are presented as Right-of-use asset, net in the Condensed Consolidated Balance Sheets. Operating lease liabilities are presented in the Condensed Consolidated Balance Sheets as Current portion of operating lease payable for the current portion and Operating lease payable, net of current portion for the non-current portion.
The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized in the Condensed Consolidated Balance Sheets as of September 30, 2026:
2027 |
| $ |
| |
2028 |
|
|
| |
2029 |
|
|
| |
Total undiscounted future minimum lease payments |
|
|
| |
Less: imputed interest |
|
| ( | ) |
Present value of operating lease payable |
|
|
| |
Less: current portion of operating lease payable |
|
| ( | ) |
Operating lease payable, net of current portion |
| $ |
|
The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of September 30, 2026 and June 30, 2026 are:
|
| September 30, 2026 |
|
| June 30, 2026 |
| ||
Weighted average remaining lease term (months) |
|
|
|
|
|
| ||
Weighted average incremental borrowing rate |
|
| % |
|
| % | ||
For the three months ended September 30, 2026 and 2025, the components of lease expense, included in General and administrative and Interest expense, net in the Condensed Consolidated Statements of Operations, are as follows:
|
| Three Months Ended September 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Lease expense: |
|
|
|
|
|
| ||
Operating lease cost |
| $ |
|
| $ |
| ||
Interest expense |
|
|
|
|
|
| ||
Variable lease expense |
|
|
|
|
|
| ||
Total lease expense |
| $ |
|
| $ |
| ||
| 21 |
| Table of Contents |
Note 8. Accrued Liabilities and Acquisition Payable
Accrued liabilities consist of the following:
|
| September 30, 2026 |
|
| June 30, 2026 |
| ||
Accrued professional fees |
| $ |
|
| $ |
| ||
Accrued sales tax |
|
|
|
|
|
| ||
Accrued services |
|
|
|
|
|
| ||
Other accrued liabilities |
|
|
|
|
|
| ||
Accrued liabilities |
| $ |
|
| $ |
| ||
Acquisition payable consists of the following:
|
| September 30, 2026 |
|
| June 30, 2026 |
| ||
Payable accrued related to the acquisition of Cygnet |
| $ |
|
| $ |
| ||
Acquisition payable |
| $ |
|
| $ |
| ||
During the three months ended September 30, 2026, the Company reclassified the $260,652 payable related to the acquisition of Cygnet from Acquisition payable to Long-term contingent liabilities in the Condensed Consolidated Balance Sheets. The June 30, 2026 balance retains its previously reported classification within current liabilities. See Note 17 Commitments and Contingencies, for additional information.
Note 9. Short-Term Treasury Debt, Cygnet Subsidiary Notes Payable, and Convertible Notes
Short-Term Treasury Debt
The following table summarizes the Company’s short-term treasury debt as of September 30, 2026 and June 30, 2026:
|
| Maturity Date |
| September 30, 2026 |
|
| June 30, 2026 |
| ||
Short-Term Treasury Debt: |
|
|
|
|
|
|
|
| ||
BitGo Credit Facility, interest rates of 7.50% and 11.50% per annum as of September 30, 2026 and June 30, 2026, respectively. The term of the credit facility is for one year and is renewable for successive one-year options. |
| Notice |
| $ |
|
| $ |
| ||
The Company maintains a credit facility with BitGo Prime, LLC (“BitGo”) under a master loan agreement. Each individual loan under the facility is negotiable as to the amount, term, prepayment or recall (payment demand), and is collateralized by the Company’s treasury assets held at BitGo. There are no requirements or fees for non-use of the credit facility and the facility can be increased in the future based on the value of the assets BitGo is the custodian of for the Company. As of September 30, 2026, there was no remaining availability under the facility.
The loan has no fixed maturity date. BitGo may demand repayment upon 30 days’ notice to the Company, and the Company may repay the loan upon 30 days’ notice to BitGo.
During September 2026, the Company entered into a loan borrower request with BitGo under its existing master loan agreement. The loan borrower request reduced the interest rate on the outstanding borrowings from
Cygnet Subsidiary Notes Payable
The following table summarizes the Company’s Cygnet subsidiary notes payable as of September 30, 2026 and June 30, 2026:
|
| Maturity Date |
| September 30, 2026 |
|
| June 30, 2026 |
| ||
Cygnet Subsidiary Notes Payable: |
|
|
|
|
|
|
|
| ||
SBA note payable, 10-year term note, 10.25% interest rate and collateralized with all assets of the Company |
|
| $ |
|
| $ |
| |||
Current portion of Cygnet subsidiary notes payable |
|
|
| $ |
|
| $ |
| ||
As of June 30, 2026, the entire SBA note payable balance of $
During the three months ended September 30, 2026, the Company reclassified the SBA note payable of $
| 22 |
| Table of Contents |
Convertible Notes
The following table summarizes the Company’s convertible notes as of September 30, 2026 and June 30, 2026:
|
| Maturity Date |
| September 30, 2026 |
|
| June 30, 2026 |
| ||
Convertible Notes: |
|
|
|
|
|
|
|
| ||
Convertible Notes – July 2025 Issuance, issued in exchange for digital assets, due July 16, 2027. Interest rate per annum is 2.00%. Accrued interest is payable quarterly. At any time prior to maturity, the notes are convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of $4.25 per share; if a note is not converted prior to maturity, the Company will settle the obligation through the return of the digital assets originally received in exchange for that note. |
|
| $ |
|
| $ |
| |||
Unamortized deferred financing costs on Convertible Notes – July 2025 Issuance |
|
|
|
| ( | ) |
|
| ( | ) |
Convertible Notes – July 2025 Issuance, net |
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
Convertible Note – January 2026 Issuance, issued in exchange for digital assets, due January 9, 2028. Interest rate per annum is 1.00%. Accrued interest is payable quarterly. At any time prior to maturity, the note is convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of $2.39 per share; if the note is not converted prior to maturity, the Company will settle the obligation through the return of the digital assets originally received in exchange for the note. |
|
|
|
|
|
|
| |||
Total convertible notes |
|
|
|
|
|
|
|
| ||
Less: current portion of convertible notes payable |
|
|
|
| ( | ) |
|
|
| |
Convertible notes payable, net of current portion |
|
|
| $ |
|
| $ |
| ||
The following table summarizes the outstanding principal balances and contractual settlement terms of the Company’s convertible notes as of September 30, 2026:
|
|
|
|
| Outstanding |
| ||||
|
|
| SOL Tokens |
|
| Principal Balance |
| |||
Convertible Notes |
| Maturity Date |
| Deliverable at Maturity* |
|
| (Historical USD Value)* |
| ||
Convertible Notes – July 2025 Issuance |
|
|
|
|
| $ |
| |||
Convertible Note – January 2026 Issuance |
|
|
|
|
|
|
| |||
_______________
* | The convertible notes are not repayable in cash. If a holder does not elect conversion into shares of the Company’s common stock before maturity, the Company is required to settle the outstanding principal balance through delivery of the contractually specified quantity of SOL, reduced proportionately for any principal previously converted. The Company evaluated the SOL settlement provisions and the conversion features under ASC 815, Derivatives and Hedging. The Company concluded that the SOL settlement provisions do not require bifurcation because they do not meet the definition of a derivative, including the net-settlement criterion. The Company further concluded that the fixed-price conversion features qualify for the scope exception for contracts involving the Company’s own equity and, therefore, do not require separate derivative accounting. Accordingly, no embedded derivative assets or liabilities were recognized in connection with the convertible notes. The outstanding principal balances represent the historical U.S. dollar values assigned at issuance and do not represent the fair value of the associated SOL as of September 30, 2026 or the value of SOL that may ultimately be delivered at settlement. |
On July 16, 2025, the Company entered into securities purchase agreements with certain investors, pursuant to which the Company agreed to sell and issue to the investors in a private placement offering secured convertible notes (the “Convertible Notes – July 2025 Issuance”) in exchange for locked and spot Solana in the aggregate, original principal amount of approximately $
| 23 |
| Table of Contents |
On January 9, 2026, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company issued to the investor a secured convertible note (the “Convertible Note – January 2026 Issuance”) in the original principal amount of approximately $
The Company accounts for convertible notes as a single debt instrument measured at amortized cost. The Company has not identified any embedded features contained within its convertible notes that would require bifurcation from the debt host. As applicable, any debt discount and debt issuance costs incurred in connection with the issuance of the convertible notes are recorded as a direct deduction from the carrying amount of the convertible notes. These amounts are amortized to interest expense using the effective interest method over the expected term of the convertible notes. Upon conversion, the carrying amount of the convertible notes, including any unamortized debt issuance costs and unamortized discounts, are reduced by the amount converted, with any difference being reflected as a change in equity.
During July 2025, the Company issued
Note 10. Related Party Transactions
In March 2025, Allan Marshall purchased
On April 1, 2024, the Company entered into a lease agreement with MFA 2510 Merchant LLC, which is owned by our CEO, Allan Marshall. The lease was for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $
On June 13, 2024, the Company entered into a stock purchase agreement pursuant to which the Company sold one hundred percent (100%) of the issued and outstanding equity of its wholly owned subsidiary VitaMedica, Inc. to three investors (the “Buyers”). One of the minority interest Buyers is Allan Marshall, the Company’s CEO. Amounts due from VitaMedica were $
The above related party transactions are not necessarily indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent parties.
| 24 |
| Table of Contents |
Note 11. Equity Transactions
Convertible Preferred Stock
The Company has
Common Stock
During the three months ended September 30, 2026, the Company issued the following shares of common stock:
In connection with the settlement of restricted stock units,
In connection with the Company’s at-the-market offering program, the Company issued
In connection with the advisory services agreement with Hivemind Capital Partners, LLC ("Hivemind"), the Company issued
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. Warrants that meet all of the criteria for equity classification are required to be recorded as a component of additional paid-in capital at the time of issuance, or when the conditions for equity classification are met, and are not remeasured. Warrants that do not meet the required criteria for equity classification are classified as liabilities.
The Company evaluated the warrants and concluded that they met the criteria to be classified within stockholders’ equity within additional paid-in-capital. The warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria. As of September 30, 2026, the Company had
Note 12. Stock-Based Compensation
The Company maintains the 2019 Equity Incentive Plan (the “2019 Plan”), which provides for the grant of stock-based awards to employees, officers, directors, consultants, and other service providers. The 2019 Plan is administered by the Compensation Committee of the Board of Directors (or such other committee designated by the Board of Directors), which has authority to determine the recipients and terms and conditions of awards granted under the 2019 Plan. Awards may include stock options, restricted stock units, and other stock-based awards authorized under the 2019 Plan. As of September 30, 2026,
| 25 |
| Table of Contents |
Stock Options
A summary of stock option activity for the three months ended September 30, 2026 is as follows:
|
|
|
|
| Weighted |
|
| Average |
|
|
|
| ||||
|
|
|
|
| Average |
|
| Remaining |
|
| Aggregate |
| ||||
|
| Options |
|
| Exercise |
|
| Contractual |
|
| Intrinsic |
| ||||
|
| Outstanding |
|
| Price |
|
| Life (Years) |
|
| Value |
| ||||
Outstanding at June 30, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Exercised |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Forfeited |
|
| ( | ) |
|
|
|
|
| - |
|
|
|
| ||
Granted |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Options outstanding at September 30, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Options exercisable at September 30, 2026 (vested) |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
A summary of stock option activity for the three months ended September 30, 2025 is as follows:
|
|
|
|
| Weighted |
|
| Average |
|
|
|
| ||||
|
|
|
|
| Average |
|
| Remaining |
|
| Aggregate |
| ||||
|
| Options |
|
| Exercise |
|
| Contractual |
|
| Intrinsic |
| ||||
|
| Outstanding |
|
| Price |
|
| Life (Years) |
|
| Value |
| ||||
Outstanding at June 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Exercised |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Forfeited |
|
| ( | ) |
|
|
|
|
| - |
|
|
|
| ||
Granted |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Options outstanding at September 30, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Options exercisable at September 30, 2025 (vested) |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
The closing market price per common share on September 30, 2026 was $
Stock-based compensation expense attributable to stock options was approximately $
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Based on historical experience of forfeitures, the Company estimated forfeitures at
There were
| 26 |
| Table of Contents |
Restricted Stock Units
Stock-based compensation from restricted stock units (“RSUs”) was approximately $
As of September 30, 2026, there was approximately $
|
| Shares |
|
| Weighted- Average Grant Date Fair Value |
| ||
Outstanding as of June 30, 2025 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Cancelled or Forfeited |
|
| - |
|
|
|
| |
Issued |
|
| - |
|
|
|
| |
Outstanding as of September 30, 2025 |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Outstanding as of June 30, 2026 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Cancelled or Forfeited |
|
| - |
|
|
|
| |
Issued |
|
| ( | ) |
|
|
| |
Outstanding as of September 30, 2026 |
|
|
|
| $ |
| ||
At September 30, 2026, there were approximately
Nonemployee Stock-Based Compensation
On June 22, 2026, the Company entered into a three-year advisory services agreement with Hivemind. Under the agreement, the Company pays a quarterly advisory fee equal to 0.3125% of its market capitalization as of the last trading day of each fiscal quarter. The advisory fee is generally paid in advance through the issuance of shares of common stock.
The agreement limits the number of shares issuable to Hivemind to the number that would not cause Hivemind and its affiliates to beneficially own more than 9.99% of the Company's outstanding common stock. Any portion of the advisory fee that cannot be paid in shares because of this limitation is payable in cash.
During the three months ended September 30, 2026, the Company issued
The components of stock-based compensation are as follows:
|
| Three Months Ended |
| |||||
|
| September 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Stock options amortization |
| $ |
|
| $ |
| ||
Restricted stock units amortization |
|
|
|
|
|
| ||
Warrants amortization granted to asset manager |
|
|
|
|
|
| ||
Nonemployee advisory fee |
|
|
|
|
|
| ||
Total stock-based compensation |
| $ |
|
| $ |
| ||
| 27 |
| Table of Contents |
Note 13. Phantom Stock Appreciation Plan
On July 1, 2025, the Board of Directors with the recommendation of the Compensation Committee approved the Upexi, Inc. Phantom Stock Appreciation Plan (the “Plan”). The Plan permits the granting of Phantom Stock Unit (“PSU”) awards to employees selected and approved by the Board of Directors.
The PSU awards vest on June 30 following the grant date, provided the participant remains employed by the Company on such date. The value of each PSU equals the excess of (a) the 30-day average closing price of Upexi, Inc. common stock for the period June 1 to June 30 immediately preceding the payment date, over (b) the grant date value. The PSU award value is settled in cash to the participant subsequent to June 30. As the PSU awards are settled in cash, they are classified as liability awards under ASC 718.
At September 30, 2026, the Board of Directors had awarded the following PSUs with the following grant date values:
|
| Units |
| |
|
|
|
| |
Phantom Stock Units with a grant value of $0.92 |
|
|
| |
Total Phantom Stock Units granted |
|
|
| |
The Company recognizes the estimated compensation cost related to the PSU awards in its condensed consolidated financial statements in accordance with ASC 718. Compensation cost is recognized over the requisite service period, with the liability remeasured at fair value at each reporting date. Changes in the estimated fair value are recognized in General and administrative in the Condensed Consolidated Statements of Operations and the related liability is presented within Accrued compensation in the Condensed Consolidated Balance Sheets.
Management’s estimate of the fair value of the PSU awards at the reporting date is based on a combination of valuation approaches designed to reflect the expected settlement value of the awards. In determining this estimate, the Company considered multiple inputs and methodologies, including valuations derived from the Black-Scholes option pricing model, the Company’s common stock price as of the reporting date, and management’s estimate of the PSU award value. Management evaluated these approaches and selected the methodology it believes best reflects the value of the liability as of the balance sheet date consistent with the cash settlement features of the Plan.
During the three months ended September 30, 2026 and 2025, the Company recognized compensation expense related to the Plan of approximately $
Note 14. Income Taxes
The Company computed the year-to-date income tax provision by applying the estimated annual effective tax rate to the year-to-date pre-tax income and adjusted for discrete tax items in the period. For the three months ended September 30, 2026 and 2025, the Company’s effective tax rate was
The estimated effective tax rate is subject to fluctuation based on the mix of earnings and losses by tax jurisdiction and the relative impact of permanent book to tax differences. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter. As a result of these factors, and due to potential changes in the Company’s period-to-period results, fluctuations in the Company’s effective tax rate and respective tax provisions or benefits may occur. For the three months ended September 30, 2026 and 2025, the difference between the U.S. statutory rate and the Company’s effective tax rate is primarily due to the change in the valuation allowance.
| 28 |
| Table of Contents |
Deferred tax assets and liabilities result from temporary differences in the recognition of income and expenses for tax and financial reporting purposes. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred taxes. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. On June 30, 2026, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company also considered whether there was any currently available information about future years. As of September 30, 2026 and June 30, 2026, the Company had a valuation allowance of $
The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. Income tax returns generally remain subject to examination by federal and most state tax authorities. The Company is currently under examination by the Internal Revenue Service with respect to its federal income tax return for the year ended December 31, 2023.
Note 15. Risks and Uncertainties
The Company holds a significant portion of its assets in cryptocurrencies, which are subject to substantial market volatility, evolving regulatory frameworks, liquidity constraints, cybersecurity threats, and technological risks. These factors may cause material fluctuations in the fair value of the Company’s holdings and could adversely affect its financial condition and results of operations.
Note 16. Segment Information
The Company operates as one operating segment and has one reportable segment. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The Company’s reportable segment includes its digital asset treasury activities and consumer products operations. The accounting policies of the reportable segment are the same as those described in Note 2.
Financial information is provided to the CODM on a consolidated basis. The CODM uses consolidated revenue and net income to assess the Company’s performance, make operating decisions, and allocate resources.
The CODM is regularly provided with the consolidated expense information presented in the Company’s Condensed Consolidated Statements of Operations. Accordingly, the Company’s segment revenue, significant segment expenses, and net income are the same as the corresponding amounts presented in the Condensed Consolidated Statements of Operations. The Company has no additional significant segment expense categories that are regularly provided to the CODM and included in the measure of segment profit or loss.
The CODM also reviews the Company’s assets on a consolidated basis. Accordingly, segment assets are the same as total assets reported in the Condensed Consolidated Balance Sheets.
Note 17. Commitments and Contingencies
The Company disputes its responsibility for certain unassumed financing and acquisition related obligations associated with the Cygnet acquisition. Cygnet has ceased operations and has no ongoing business activities. The Company maintained a recorded liability of $
Note 18. Subsequent Events
During October 2026, subsequent to the end of the reporting period, in connection with the Company’s at-the-market offering program, the Company issued approximately
During November 2026, subsequent to the end of the reporting period, the Company issued
| 29 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General Overview
As used in this quarterly report unless otherwise indicated, the terms “we”, “us”, “our”, “Upexi”, and the “Company” mean Upexi, Inc., a Delaware corporation, originally formed as a Nevada corporation in September of 2018. The Company conducts its operations through its subsidiaries, which may change from time to time as a result of acquisitions, dispositions, and other corporate activities.
Operating Segments
The Company operates as one operating and reportable segment that includes its digital asset treasury activities and consumer products operations.
DESCRIPTION OF BUSINESS
Our Company
We are in the cryptocurrency industry and the management of cash assets through a cryptocurrency portfolio, primarily focused on Solana tokens and generating a yield from the treasury, primarily through staking of those tokens. We continue to be brand owners, selling our products wholesale and direct to consumers. Distribution and fulfillment of our products is done by a third-party specializing in these services.
Critical Accounting Estimates
There have been no material changes to our critical accounting policies as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended June 30, 2026.
Results of Operations
The following summary of the Company’s operations should be read in conjunction with its unaudited condensed consolidated financial statements for the three months ended September 30, 2026 and 2025, which are included herein.
|
| Three Months Ended September 30, |
|
|
|
| ||||||
|
| 2026 |
|
| 2025 |
|
| Change |
| |||
Revenue |
| $ | 431,281 |
|
| $ | 3,156,128 |
|
| $ | (2,724,847 | ) |
Digital asset revenue |
|
| 3,052,839 |
|
|
| 6,083,617 |
|
|
| (3,030,778 | ) |
Cost of revenue |
|
| 88,829 |
|
|
| 956,745 |
|
|
| (867,916 | ) |
Sales and marketing expenses |
|
| 288,458 |
|
|
| 1,067,555 |
|
|
| (779,097 | ) |
Distribution costs |
|
| 147,342 |
|
|
| 887,596 |
|
|
| (740,254 | ) |
General and administrative expenses |
|
| 7,055,956 |
|
|
| 9,257,208 |
|
|
| (2,201,252 | ) |
Unrealized gain on digital assets |
|
| (101,999,183 | ) |
|
| (77,996,124 | ) |
|
| (24,003,059 | ) |
Realized loss on digital asset revenue conversion to USD |
|
| 156,943 |
|
|
| - |
|
|
| 156,943 |
|
Realized loss on sale of digital assets |
|
| 1,525,202 |
|
|
| - |
|
|
| 1,525,202 |
|
Stock-based compensation |
|
| 3,890,744 |
|
|
| 5,756,398 |
|
|
| (1,865,654 | ) |
Other operating expenses |
|
| 33,914 |
|
|
| 155,092 |
|
|
| (121,178 | ) |
Other expenses |
|
| 3,172,741 |
|
|
| 2,407,153 |
|
|
| 765,588 |
|
Net income |
| $ | 89,123,174 |
|
| $ | 66,748,122 |
|
| $ | 22,375,052 |
|
| 30 |
| Table of Contents |
Revenue declined by approximately $2.7 million, or 86.3%, as compared with the same period last year, primarily due to the Company’s shift away from legacy health, wellness and other consumer-product lines and the exit of certain manufacturing and distribution operations. Management’s focus is on the digital asset strategy and resources are allocated accordingly. We do not expect significant increases in revenue from these sources in future quarters.
Digital asset revenue decreased by approximately $3.0 million as compared with the same period last year, primarily due to lower SOL token prices during the current period. The Company earns staking revenue by delegating its digital assets to third-party validators on proof-of-stake blockchain networks. Digital asset revenue in future periods is expected to fluctuate based on the number of SOL tokens held and staked, SOL token prices, and staking reward rates.
Cost of revenue decreased by approximately $0.9 million, or 90.7%, as compared with the same period last year. The gross margin on product revenue, excluding digital asset revenue, was approximately 79.4% and 69.7% for the three months ended September 30, 2026 and 2025, respectively, an increase of approximately 9.7%, as compared with the same period last year, mainly due to the elimination of the manufacturing and distribution operations.
Sales and marketing expenses decreased by approximately $0.8 million, or 73.0%, as compared with the same period last year. Management expects the sales and marketing expenses to significantly decline, quarter over quarter for the remainder of the year as less marketing expenses are spent on the remaining products and several of the fixed sales and marketing expenses have been eliminated.
Distribution costs decreased by approximately $0.7 million, or 83.4%, as compared with the same period last year. The decrease in distribution costs was primarily related to the overall decline in revenue and distribution costs are expected to continue to decline for the remainder of the year.
General and administrative expenses decreased approximately $2.2 million, or 23.8%, as compared with the same period last year. The decrease was primarily due to the $1.8 million decrease in public company expenses, $1.6 million decrease in digital asset treasury expenses, $0.5 million decrease in travel expenses, partially offset by $1.9 million increase in legal expenses. Excluding legal expenses, management expects general and administrative expenses in subsequent quarters to remain relatively consistent with first quarter levels. Management also expects legal expenses to remain elevated through March 31, 2027, then decline and stabilize at less than $250,000 per quarter.
Unrealized gain on digital assets increased by approximately $24.0 million as compared with the same period last year. These gains reflect changes in the fair value of the Company’s SOL holdings during each period and are affected by SOL token price movements and the quantity and timing of holdings.
Realized losses on digital asset revenue converted into USD increased by approximately $0.2 million as the Company began its investments in digital assets toward the end of fiscal year 2025 and there was no staking revenue converted into USD in the prior period. The losses were a result of the price changes on SOL from the period the digital assets were recorded as staking revenue and the price the staking revenue was converted into USD during the three months ended September 30, 2026. The digital asset sales are recorded on a first in first out basis.
Realized loss on sale of digital assets increased by approximately $1.5 million as the Company began its investments in digital assets toward the end of fiscal year 2025 and there were no digital assets sold in the prior period.
Stock-based compensation decreased by approximately $1.9 million as compared with the same period last year. The decrease was primarily due to a $1.8 million decrease in expense related to restricted stock units and a $0.3 million decrease in expense related to warrants granted to the asset manager, partially offset by the increase in nonemployee advisory fee of $0.3 million.
Other operating expenses decreased by approximately $0.1 million as compared with the same period last year. The decrease was primarily due to lower depreciation expense following the disposal of fixed assets associated with businesses disposed of during fiscal year 2026.
Other expenses increased by approximately $0.8 million as compared with the same period last year. The increase was primarily due to increased debt used in the purchase of SOL for the digital asset treasury. In September 2026, the Company negotiated a reduction in the interest rate on its BitGo borrowings from 11.5% to 7.5% per annum. Management expects this reduction to lower annual interest expense by approximately $2.3 million, based on the $57.3 million outstanding as of September 30, 2026, assuming the outstanding principal balance and interest rate remain unchanged.
| 31 |
| Table of Contents |
Liquidity and Capital Resources
Working Capital
|
| As of September 30, 2026 |
|
| As of June 30, 2026 |
| ||
Current assets |
| $ | 201,179,768 |
|
| $ | 116,766,265 |
|
Current liabilities |
|
| 212,576,645 |
|
|
| 71,130,418 |
|
Working capital |
| $ | (11,396,877 | ) |
| $ | 45,635,847 |
|
Cash Flows
|
| Three Months Ended September 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Cash flows used in operating activities |
| $ | (8,208,687 | ) |
| $ | (9,780,221 | ) |
Cash flows used in investing activities |
|
| (938,919 | ) |
|
| (30,344,568 | ) |
Cash flows provided by financing activities |
|
| 9,797,440 |
|
|
| 39,386,862 |
|
Net change in cash during the period |
| $ | 649,834 |
|
| $ | (737,927 | ) |
On September 30, 2026, the Company had cash of approximately $6.4 million, an increase of approximately $0.6 million from June 30, 2026. The primary changes resulted from financing obtained to implement and grow the Company’s digital asset strategy.
Net cash flows used in operating activities were approximately $8.2 million for the three months ended September 30, 2026, as compared to net cash flows used in operating activities of approximately $9.8 million for the three months ended September 30, 2025. The approximately $89.1 million net income was offset by approximately $102.0 million in unrealized gain on digital assets, and net digital asset revenue not converted to USD of approximately $1.0 million, partially offset by $6.6 million of other noncash addbacks. The changes in assets and liabilities used approximately $0.8 million. Various costs were incurred in connection with beginning, implementing, and growing the Company’s digital asset strategy and are expected to continue.
Net cash flows used in investing activities were approximately $0.9 million for the three months ended September 30, 2026, as compared to net cash flows used in investing activities of approximately $30.3 million for the three months ended September 30, 2025. The primary use of funds was on the acquisitions of SOL for the digital assets treasury during the three months ended September 30, 2026.
Net cash flows provided by financing activities were approximately $9.8 million for the three months ended September 30, 2026, as compared to net cash flows provided by financing activities of approximately $39.4 million for the three months ended September 30, 2025. The decrease primarily reflected a $39.9 million reduction in proceeds from common stock issuances, partially offset by a $10.3 million decrease in payments of equity and debt issuance costs.
Liquidity of SOL Management
The Company purchases locked Solana that cannot be purchased or sold on the normal market exchanges and is purchased and sold through negotiations directly with the owner of the locked Solana or their agent. The locked Solana is unlocked through a schedule that will continue through January of 2028 and once unlocked is the same as any other liquid Solana in the Company’s treasury. Since this locked Solana could create significant delays if the Company needed liquidity, management monitors the overall percentage of the digital assets that are locked or do not have the normal liquidity as other digital assets.
| 32 |
| Table of Contents |
As of September 30, 2026, the Company held 714,833 tokens subject to lock up restrictions. The following table summarizes the unlocking schedule of these Solana tokens:
June 30, 2027 |
|
| 435,479 |
|
June 30, 2028 |
|
| 279,354 |
|
Total |
|
| 714,833 |
|
The Company’s staking program involves the temporary loss of the ability to transfer, assign a new validator or otherwise dispose of the SOL. Under normal conditions, the Company will regain complete control over its unstaked SOL within two days of initiating the unstaking. However, there can be no guarantee that such process will result in the Company regaining complete control of its SOL in time to satisfy its current obligations. We maintain a certain amount of liquid SOL in the treasury and a certain amount of cash to ensure that the Company is able to satisfy its current obligations.
As of September 30, 2026, the Company had a working capital deficit of approximately $11.4 million. Current liabilities included approximately $147.0 million representing the net carrying amount of convertible notes whose principal is settleable on a noncash basis under the terms of the agreements. As a result, the working capital deficit does not represent an equivalent cash funding requirement.
We estimate that we will have sufficient working capital to fund our operations over the twelve months following the date of the issuance of these condensed consolidated financial statements and meet all of our debt obligations.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, the Company is not required to provide the information required by this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2026 (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2026, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 33 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. The Company is not involved in any pending legal proceeding or litigation, and, to the best of its knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties are subject, which would reasonably be likely to have a material adverse effect on the Company, other than the following:
| · | On November 26, 2025, Upexi, Inc. filed for arbitration against GSR Strategies LLC (“GSR”). The case is presently in active arbitration and is styled Upexi, Inc. v. GSR Strategies LLC, American Arbitration Association. The action stems from an Asset Management Agreement entered between Upexi and GSR effective April 23, 2025 (the “AMA”) and principally relates to the rights and obligations of the parties under the AMA, which was terminated by GSR effective December 26, 2025. Upexi seeks an award concluding the AMA be held void ab initio various declaratory judgments regarding Upexi’s rights under the AMA, and damages related to GSR’s breaches of the AMA. The arbitration hearing was held during October 2026 and a decision is expected in early January 2027. GSR has asserted counterclaims seeking monetary damages and indemnification. Upexi is vigorously prosecuting its claims and defending against all counterclaims by GSR. |
| · | On or about April 7, 2025, Bloomios, Inc., Infused Confections, LLC and Infusionz, LLC (collectively, the “Plaintiffs”), filed an action against the Company and each of its executive officers and directors, and Grove, Inc., which is the Company’s prior name. The action stems from Bloomios’ acquisition of Infusionz from the Company in October 2022. The Plaintiffs’ claims allege fraud, misrepresentation, and breach of contract, among other claims, and are seeking damages in an unspecified amount, plus punitive damages, and unspecified declaratory relief. The Company considers the action baseless. The Company was successful in obtaining the dismissal of individual Board members from this action and filed counterclaims for the approximately $19.5 million the Plaintiffs owe the Company from the transaction. The Company intends to seek reimbursement of all attorneys’ fees as a result of the false statements made by the Plaintiffs in the complaint. Discovery in this matter is ongoing. |
|
|
|
| · | On December 20, 2024 MVW Holdings filed a lawsuit against E-Core Technology, Inc. and named the Company as a defendant in a trademark and trade dress lawsuit. E-Core Technology, Inc. is no longer owned by the Company. This matter has been settled. |
|
|
|
| · | On September 6, 2024, Eric Hanig filed suit against the Company and Cygnet Online, LLC in state court in Nevada for an alleged failure to pay $300,000 pursuant to a letter agreement. The Company denies all claims and filed counterclaims against Eric Hanig for fraudulently inducing it to enter into the letter agreement and for absconding with the balance of Cygnet Online, LLC’s bank account. The discovery phase of litigation is complete and the Company filed a motion for summary judgment. Prior to the due date for Hanig’s response to the motion for summary judgment, the parties agreed to extend all deadlines to allow Hanig to explore potentially filing for bankruptcy protection. Hanig response to the motion for summary judgement is due November 23, 2026. |
| 34 |
| Table of Contents |
Item 1A. Risk Factors
As a “smaller reporting company”, the Company is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 19, 2026, in connection with the advisory services agreement dated June 22, 2026, the Company issued 550,000 shares of common stock to Hivemind Capital Partners, LLC with an aggregate grant-date fair value of approximately $0.5 million as an advance payment for advisory services. The Company received no cash proceeds from the issuance.
The foregoing securities were issued pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and corresponding state securities laws.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) Corporate Governance
During the period covered by this Quarterly Report on Form 10-Q, there were no changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.
(c) Insider Trading Arrangements and Policies
For the period ended September 30, 2026, no
35 |
| Table of Contents |
Item 6. Exhibits
Exhibit Number |
| Description |
| ||
| ||
| ||
|
|
|
101* |
| Interactive Data File |
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) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
______________
* | Filed herewith. |
** | Furnished herewith. |
| 36 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| UPEXI, INC. |
|
|
|
| |
Dated: November 10, 2026 |
| /s/ Allan Marshall |
|
|
| Allan Marshall |
|
|
| President, Chief Executive Officer |
|
|
| (Principal Executive Officer) |
|
Dated: November 10, 2026 |
| /s/ Andrew J. Norstrud |
|
|
| Andrew J. Norstrud |
|
|
| Chief Financial Officer |
|
|
| (Principal Financial Officer and Principal Accounting Officer) |
|
| 37 |