UPXI — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-09-17

• We are in the cryptocurrency industry and the management of cash assets through a cryptocurrency portfolio, primarily focused in 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 direc…

• Management routinely evaluates the treasury assets, the Company’s excess cash and the treasury operational performance. Based on these meetings, management determines excess cash to be allocated for the purchase of SOL, the allocation of the SOL treasury to staking, the allocation of SOL staked with…

• Validators generally face less public-mempool MEV on Solana because, unlike Ethereum, Solana does not broadcast pending transactions through a globally visible mempool before they are included in a block.

• Based on the Asset Manager’s numerous, continuing, defaults under the Asset Management Agreement, and failure to address same, on October 3, 2025, the Company served a notice of default and potential termination of the Asset Management Agreement on the Asset Manager. In response, on October 27, 2025…

• As a result of the termination of the Company’s Asset Management Agreement, the Company expensed all remaining unamortized costs associated with the GSR Warrants granted to the Asset Manager, which was approximately $4.7 million for the year ended June 30, 2026. These expenses are included within St…

Text removed vs the prior filing · source: 10-K · 2025-09-24

• We are in the cryptocurrency industry and the management of cash assets through a cryptocurrency portfolio, primarily focused in Solana tokens and staking of those tokens. We continue to be a brand owner specializing in the development, manufacturing, and distribution of consumer products.

• Management has bi-weekly meetings to evaluate treasury operations, including the staking of the Company’s SOL. Based on these meetings, management determines the allocation of the SOL treasury to the Staking Program and determines the amount of allocation to each validator, ensuring that no single v…

• Validators less commonly capture MEV in the Solana network because, unlike the Ethereum network, it does not publicly expose transactions before they are accepted by a validator.

• The Asset Management Agreement will, unless early terminated in accordance with its terms, continue in effect until the twentieth (20th) anniversary of April 23, 2025. The Asset Management Agreement may be terminated by the Company without cause solely upon a two-thirds majority vote of the Company’…

• At Moonwlkr, we craft cannabinoid experiences that take you beyond the ordinary. By combining award-winning natural flavors and one-of-a-kind blends, we invite you to feel the thrill of the unknown, the calm of weightless relaxation, or the anticipation of a new adventure.

Text added vs the prior filing · source: 10-K · 2026-09-17

• Our failure to meet the continuing listing requirements of the NASDAQ Capital Market could result in a delisting of our securities.

• Although we do not currently satisfy the stockholders' equity requirement of Rule 5550(b)(1), we believe we are in compliance with Nasdaq's continued listing requirements because we satisfy the alternative Market Value of Listed Securities Standard set forth in Rule 5550(b)(2), which requires a mini…

• We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements. We will remain a smaller…

• After we are no longer an “smaller reporting company,” we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestat…

• Fluctuations in the price of Solana may significantly influence the market price of our common stock.

Text removed vs the prior filing · source: 10-K · 2025-09-24

• Increases in costs, disruption of supply or shortage of raw materials could harm our business.

• We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. We use various raw materials in our business…

• Our failure to meet the continuing listing requirements of the NASDAQ Capital Market could result in a de-listing of our securities.

• We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) no…

• Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements. We will re…

Text added vs the prior filing · source: 10-K · 2026-09-17

• 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…

• 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’ acquisiti…

• 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.

• 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 t…

• On March 14, 2024, Get Fit Fast Supplements, LLC, filed for arbitration against Cygnet Online, LLC, and Eric Hanig. The case is styled Get Fit Fast Supplements, LLC v. Cygnet Online, LLC, et al., American Arbitration Association Case No. 01-24-0003-1085. The foregoing action, and related actions tha…

Text removed vs the prior filing · source: 10-K · 2025-09-24

• On March 14, 2024, Get Fit Fast Supplements, LLC, filed for arbitration against Cygnet Online, LLC, and Eric Hanig. The case is presently in active arbitration and is styled Get Fit Fast Supplements, LLC v. Cygnet Online, LLC, et al., American Arbitration Association Case No. 01-24-0003-1085. The fo…

• 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 t…

• On December 20, 2024 MVW Holdings filed a lawsuit against E-Core Technology, Inc., an entity formerly owned by the Company, and also named the Company as a defendant. The lawsuit alleges trade dress infringement for certain packaging used by E-Core for a limited number of products. The Company denie…

• 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’ acquisiti…

• Other than the foregoing, 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 its properties is subject, which would reasonably be likely to …

Text added vs the prior filing · source: 10-K · 2026-09-17

• Revenue declined by approximately $7.3 million, or 49.0%, for fiscal year ended June 30, 2026 compared with the fiscal year ended June 30, 2025, primarily due to the Company’s shift away from legacy health, wellness and other consumer-product lines and the exit of certain manufacturing and distribut…

• Digital asset revenue increased by approximately $16.4 million, for fiscal year ended June 30, 2026 compared with the fiscal year ended June 30, 2025, as the Company began its investments in digital assets toward the end of fiscal year 2025. The Company earns staking revenue by delegating its digita…

• Cost of revenue decreased by approximately $2.3 million, or 46.8%, compared with the fiscal year ended June 30, 2025. The gross margin was approximately 65.2% and 66.7% for the fiscal year ended June 30, 2026 and June 30, 2025, respectively, when excluding digital asset revenue, which is a decrease …

• Sales and marketing expenses decreased by approximately $1.1 million, or 27.6%, as compared with the same period last year, primarily due to less marketing expenses being spent on the remaining products and several of the fixed sales and marketing expenses have been eliminated.

• Distribution costs decreased by approximately $2.1 million, or 44.0%, as compared with the same period last year. The decrease in distribution costs was primarily related to the overall decline in revenue.

Text removed vs the prior filing · source: 10-K · 2025-09-24

• Revenues decreased by $11,174,316, or 43%, for the fiscal year ended June 30, 2025, compared with the fiscal year ended June 30, 2024. The Company divested from the recommerce business to focus primarily on brands that are owned or products that the Company produces as white label products for the b…

• Product costs decreased by $8,232,768, or 62%, compared with the fiscal year ended June 30, 2024. The two primary reasons for the decrease in products costs were the overall lower sales and the elimination of the lower margin recommerce business. In addition, in the prior year there were significant…

• Gross profit decreased by approximately $2,942,000, or approximately 22.9% compared with the prior year, excluding the increase in gross profit related to the $985,000 of digital asset revenue. The profit margin increased to approximately 67% of revenue compared to 49% of revenue in the prior year, …

• Sales and marketing expenses decreased by approximately $1,988,000, or 33%, compared with the same period last year. We have decreased the number of fixed costs in our marketing budget and focused our advertising expenditures. The percentage of sales and marketing to the total sales will increase ba…

• Distribution costs decreased by approximately $3,920,000 or 46%, compared with the fiscal year ended June 30, 2024. The strategic change and divesture of the two businesses in 2024, along with the consolidation of operations to Florida reduced the Amazon fees by approximately $2,668,000, reduced the…