Upexi Inc 2026年季度报告

FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to _______ Commission File Number001-40535 UPEXI, INC. (Exact name of registrant as specified in its charter) 83-3378978(IRS Employer (State or other jurisdiction ofincorporation or organization) 3030 North Rocky Point DriveTampa, FL(Address of principal executive offices) 33607(Zip Code) (727)287-2800(Registrant’s telephone number, including area code) (Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated Filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)☐Yes☒No Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of February 9, 2026 the registrant had 69,760,581 shares of common stock, par value $0.00001 per share, issued. TABLE OF CONTENTS PART I - FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)4Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 3.Quantitative and Qualitative Disclosures About Market Risk37Item 4.Controls and Procedures37PART II - OTHER INFORMATIONItem 1.Legal Proceedings38Item 1A. Risk Factors38Item 2.Unregistered Sales of Equity Securities and Use of Proceeds38Item 3.Defaults Upon Senior Securities39Item 4.Mine Safety Disclosures39Item 5.Other Information39Item 6.Exhibits39SIGNATURES40 Table of Contents FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance.In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”,“believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Thesestatements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or ourindustry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels ofactivity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that theexpectations 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 AcceptedAccounting Principles. The following discussion should be read in conjunction with our unaudited condensed consolidated financialstatements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-lookingstatements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below andelsewhere 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 qua