UPEXI, INC.

Upexi, Inc.

Company overview

Upexi, Inc. is a Delaware corporation (originally formed in Nevada in 2018) that operates through subsidiaries. The company's activities are organized around two main pillars:

• Consumer brands: development, manufacturing, and distribution of health and wellness products through wholesale and direct-to-consumer channels, with third-party fulfillment.
• Digital assets treasury management: management of a Solana (SOL) treasury on the balance sheet to generate yield, primarily through staking SOL.

Brands and operations

• Key brands include:
  • LuckyTail: pet care products, including a flagship nail grinder.
  • PRAX: energy solutions powered by paraxanthine.
  • Cure Mushrooms: functional mushroom extracts and wellness products.
• Operations support manufacturing and distribution for health and wellness products, including hemp-related lines.
• The company has acquired and divested various brands and businesses between 2020 and 2026, including Infusionz, VitaMedica, Interactive Offers, and Cygnet Online.

Treasury strategy and Solana staking

• In early 2025 the company moved from holding excess cash in FDIC-insured accounts to holding SOL directly on its balance sheet.
• The treasury focuses primarily on SOL with a public-market treasury model:
  • The majority of the SOL treasury is staked to earn yield; historical staking levels are approximately 95%.
  • The company intends to use capital markets issuances (equity, convertible debt, etc.) to acquire additional SOL.
  • The company aims to purchase SOL at discounts to spot price when opportunities arise.
• Staking, liquidity, and protocol mechanics:
  • Solana staking is native (in-protocol delegation). Unstaking typically requires a cooldown/deactivation period of up to 48 hours, with liquidity generally restored within about two days.
  • The staking program creates temporary loss of transferability for staked tokens; the company maintains some unstaked SOL and cash to meet obligations.
  • The company references MEV and other Solana-specific dynamics as part of its treasury analysis.

Custody, security, and holdings

• Upexi does not use self-custody. Assets are held by third-party custodians.
• Primary custodian: BitGo Trust Company, Inc. (BitGo). Secondary custodian: Coinbase, Inc., along with other custodians.
• Custody arrangements and insurance:
  • Custody agreements with BitGo and Coinbase were entered in May 2025; BitGo charges storage fees plus $500 monthly; Coinbase fees are based on 30-day trading volume.
  • BitGo carries a $250 million loss/theft/misuse policy; Coinbase carries a $250,000 cash insurance policy.
• As of June 30, 2026, approximately $165,300,682 of the treasury value was held at BitGo, based on a SOL price of $73.52 per token.
• Key management and security practices:
  • Custodians generate private keys in secure, offline key ceremonies; private keys are not exposed or removed from secure devices.
  • More than 95% of custodial SOL is held in cold storage.
  • Cold storage sites are geographically distributed and protected by 24x7 security, video surveillance, access controls, and multi-person/multi-factor authentication.
  • Custodians maintain geographically dispersed private-key backups stored in shards.

Asset management arrangement

• Asset Management Agreement (AMA) with GSR Strategies LLC dated April 23, 2025.
  • Engagement: discretionary, long-only SOL treasury strategy, including staking and restaking.
  • Fees: 1.75% per annum asset-based fee, paid monthly in advance, with asset values referenced to Coinbase or other reputable sources.
  • Consideration: the company issued warrants to GSR to purchase 2,192,982 shares of common stock at exercise prices of $2.28, $3.42, $4.56, and $5.70 per share.
• Dispute and accounting impact:
  • Both parties cited defaults; Upexi filed an arbitration demand in November 2025 and GSR filed counterclaims in December 2025.
  • Following termination of the AMA, the company expensed remaining unamortized costs associated with the GSR warrants (approximately $4.7 million) in the year ended June 30, 2026, recorded as stock-based compensation.

Financial and staffing highlights

• Employees: 10 full-time employees as of June 30, 2026.
• Dividends: the company does not anticipate paying dividends on its common stock in the foreseeable future.
• Financing activity in 2025:
  • April 2025: $100 million private placement offering to fund the treasury strategy.
  • July 2025: $50 million private placement and a $151.2 million convertible note offering to support the Solana treasury.
• Regulatory posture: the company states it is not an investment company under the Investment Company Act of 1940 while acknowledging that regulatory treatment of digital assets could change.

Facilities

• Corporate headquarters: approximately 5,752 square feet of leased office space at 3030 North Rocky Point Drive, Suite 420, Tampa, FL 33607.
• Additional leased space at 3030 North Rocky Point Drive, Suite 480, Tampa, FL 33607 (lease expires in 2028).

Legal and regulatory matters

• Arbitration: Upexi, Inc. v. GSR Strategies LLC, American Arbitration Association, initiated November 26, 2025 (dispute over the AMA and related issues).
• Other matters: litigation and arbitration related to acquisitions and business matters involving Bloomios, Inc., Infused Confections, Infusionz, LLC, and Grove, Inc.; settlement activity is ongoing and a related arbitration award in March 2026 was favorable to Cygnet in one matter.
• Regulatory and risk context: the company highlights evolving regulatory treatment of digital assets (including potential SEC/CFTC scrutiny), liquidity and volatility risks of SOL holdings, funding risks, cyber and operational risk from reliance on custodians and third parties, and MEV-related considerations on Solana.

Strategic context

• Upexi combines traditional consumer-brand operations with a cryptocurrency treasury strategy.
• The company views the SOL treasury as a potential value driver through staking yields, possible capital appreciation, and selective use of equity or debt instruments to acquire additional SOL.