What changed in this filing

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Item 1. Financial Statements

2026-02-10 compared with 2025-11-12 · 315 added, 229 removed, 581 unchanged (48% of the section changed)

1 unchanged sentence

Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

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

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

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

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

Notes to the Condensed Consolidated Financial Statements (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

Current assets

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Deferred tax asset

Investment in digital company

Digital assets at fair value, net of current

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Preferred stock, $ 0.00001 par value, 10,000,000 shares authorized, and 150,000 and 150,000 shares issued and outstanding, respectively

Common stock, $ 0.00001 par value, 300,000,000 shares authorized, and 58,893,261 and 38,270,571 shares issued and outstanding, respectively

Common stock, $ 0.00001 par value, 1,000,000,000 shares authorized, 63,212,588 and 38,270,571 shares issued, as of December 31, 2025 and June 30, 2025, respectively

Treasury stock, 416,226 and 0 , as of December 31, 2025 and June 30, 2025, respectively

Additional paid in capital

Retain earnings (accumulated deficit)

Accumulated deficit

( 172,720,630 )

( 60,543,822 )

Total stockholders' equity

2 unchanged sentences

$ 123,806,844

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Digital asset revenue

5 unchanged sentences

General and administrative

Unrealized (gain) on digital assets

( 77,996,124 )

Share-based compensation

Unrealized loss on digital assets

Realized loss on digital asset revenue conversion to USD

Stock-based compensation

Amortization of acquired intangible assets

Impairment on assets from manufacturing shut down

Loss from operations

( 175,364,827 )

Income (loss) from operations

( 1,073,199 )

Other income (expense), net

( 106,209,552 )

( 2,408,364 )

Other expense, net

Interest expense, net

( 3,604,709 )

( 6,304,092 )

Other income, net

1 unchanged sentence

( 3,560,103 )

Income (loss) on operations before income tax

( 5,967,256 )

Loss on operations before income tax

( 178,924,930 )

( 1,301,310 )

( 112,176,808 )

( 2,926,887 )

Income tax benefit (expense)

Net income (loss) from continuing operations

$ ( 178,924,930 )

Basic income (loss) per share:

Income (loss) per share

Diluted income (loss) per share:

Income (loss) per share

$ ( 1,301,310 )

$ ( 112,176,808 )

$ ( 2,926,887 )

Basic loss per share:

Loss per share

Diluted loss per share:

Loss per share

Basic weighted average shares outstanding

Fully diluted weighted average shares outstanding

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

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Preferred Stock

Treasury Stock

Additional Paid

Stockholders'

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$ ( 48,485,190 )

Stock-based compensation

Net loss for the three months ended December 31, 2024

( 1,301,310 )

Balance, December 31, 2024

$ ( 49,786,500 )

Balance, June 30, 2025

3 unchanged sentences

Exercise of pre-funded warrants

July 2025 private placement

Issuance of common stock in private placement

Issuance of stock for conversion of debt

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$ 210,791,832

Stock-based compensation

Issuance of stock for the exercise of cashless warrants

Issuance of stock for the exercise of warrants

Issuance of vested stock from equity incentive plans

Issuance of common stock in private placement

Common stock repurchases

Net loss for the three months ended December 31, 2025

( 178,924,930 )

Balance, December 31, 2025

$ ( 799,277 )

$ 222,236,002

$ ( 172,720,630 )

* Common stock has been restated to reflect the 1 for 20 reverse split

** Common stock par value has been adjusted to $0.00001

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three months ended September 30,

Six months ended December 31,

Cash flows from operating activities

Net income (loss) from operations

Net loss from operations

$ ( 112,176,808 )

Adjustments to reconcile net income (loss) to net cash (used in) operating activities:

Depreciation and amortization

Unrealized (gain) on digital assets

$ ( 2,926,887 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Unrealized loss on digital assets

Digital asset revenue

( 11,227,130 )

Digital asset revenue conversion to USD

Loss on digital asset revenue conversion to USD

Amortization of loan costs

Bad debt reserve for Amazon receivable

Impairment on assets from manufacturing shut down

Amortization of deferred financing costs

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Cash flows from investing activities

Proceeds from the sale of the building, net

Proceeds from the sale of building

Proceeds from the sale of E-core

Proceeds from the sale of MW Products assets

Acquisition of digital assets

( 36,225,236 )

Investment in digital assets company

Acquisition of royalty interest

Acquisition of property and equipment

2 unchanged sentences

Cash flows from financing activities

Payment of equity issuance costs

Proceeds from issuance of common stock

Payments of equity issuance costs

( 3,743,654 )

Proceeds from issuance of stock

Repurchases of common stock

Proceeds from exercise of pre-funded warrants

Proceeds from exercise of warrants

Repayment of related party advance

5 unchanged sentences

( 2,734,538 )

Net (decrease) increase in cash

Net decrease in cash

( 1,358,385 )

Cash, beginning of period

6 unchanged sentences

Issuance of convertible debt for digital assets acquired

$ 151,169,169

Issuance of short-term debt for digital assets acquired

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

Notes to Condensed Consolidated Financial Statements (Unaudited)

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The Company is made up of seven active subsidiaries.

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 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 specializing in the development, manufacturing, and distribution of consumer products.

Solana Treasury Strategy.

We diversified into the cryptocurrency industry and cash management of assets through a cryptocurrency portfolio, primarily focused in Solana tokens and staking of those tokens.

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.

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We adopted this strategy to obtain the highest yield on excess cash.

Under our new approach, our treasury policy focuses primarily on Solana (“SOL”) an asset that is considered earlier in its lifecycle, with respect to both development and usage, as well as institutional adoption.

Under our new approach, 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 will focus its resources to this digital asset strategy, and a significant portion of the balance sheet will be the Company’s Solana digital asset treasury.

Currently our treasury is exclusively dedicated to the SOL digital asset and currently we do not intend to dedicate any of the treasury allocated capital to other digital 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 products are distributed in the United States of America and internationally through multiple entities and managed through our locations in Florida.

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MW Products operates from our corporate headquarters , managing direct to consumer, wholesale and Amazon sales for multiple brands and develops new products through our research and development team in Henderson, Nevada and distributes products through our Tampa, Florida warehouse.

Lucky Tail operates from our Tampa, Florida warehouse with sales and marketing driven by on-site and remote teams that operate the Amazon sales strategy and daily business operations.

LuckyTail operates from our Tampa, Florida warehouse with sales and marketing driven by on-site and remote teams that operate the Amazon sales strategy and daily business operations.

HAVZ, LLC, d/b/a/ Steam Wholesale operates manufacturing and/or distribution centers in Odessa, Florida, supporting our health and wellness products, including those products manufactured with hemp ingredients and our overall distribution operations.

We have continued to manage these operations with corporate focus on larger opportunities that have warranted the majority of corporate focus and investments for the future.

As of December 31, 2025, the Company decided on a course of action to exit certain manufacturing and distribution operations (see Note 16).

Upexi Distribution operates from our Tampa, Florida warehouse providing warehousing, distribution and other services in support of our product sales.

Basis of Presentation and Principles of Consolidation - The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

The condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of September 30, 2025 and 2024.

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”).

The unaudited condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of December 31, 2025 and June 30, 2025 and for the periods ending December 31, 2025 and 2024.

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.

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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 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.

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The Company has never experienced any losses related to these balances.

Accounts Receivable - Amounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within a specified time from the invoice date.

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.

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Accounts are charged against the allowance when management deems them to be uncollectible.

The net accounts receivable balances at September 30, 2025, June 30, 2025, and June 30, 2024 were $ 284,261 , $ 157,515 , and $ 606,885 , respectively.

Based on management’s review of accounts receivable, the allowance for credit losses was approximately $ 641,800 at September 30, 2025 and $ 636,600 at June 30, 2025.

The Company had bad debt expense of $ 229 for the three months ended September 30, 2025 and no bad debt expense for the three months September 30, 2024.

The net accounts receivable balances at December 31, 2025 and June 30, 2025 were $ 594,552 and $ 157,515 , respectively.

Based on management’s review of accounts receivable, the allowance for credit losses was approximately $ 641,800 at December 31, 2025 and $ 636,600 at June 30, 2025.

For the three months ended December 31, 2025 and 2024, the Company had credit losses of $ 5,336 and $ 10,000 , respectively.

For the six months ended December 31, 2025 and 2024, the Company had credit losses of $ 5,565 and $ 10,000 , respectively.

Inventory - The Company reviews the inventory level of all products and raw materials 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.

Due to limited market penetration for our products, we have decided to write down 50% of the cost against certain raw materials and finished products.

Products that are no longer part of the current product offering are considered obsolete.

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Net realizable value is determined, with appropriate consideration given to obsolescence, excessive levels, deterioration, and other factors.

Digital Assets – Pursuant to ASU 2023-08, Intangibles — Goodwill and Other — Crypto Assets:

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 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.

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The Company adopted this guidance effective April 1, 2025, as this was the start of the Company first holding digital assets.

SOL tokens are measured using Level 1 inputs under ASC 820, based on quoted prices from principal market.

SOL tokens are measured using Level 1 inputs under ASC 820, based on quoted prices from a principal market.

ASC 820 defines “principal market” as the market with the greatest volume and level of activity for the asset or liability.

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The Company recognizes revenue by utilizing daily close prices obtained from CoinMarketCap.

Property and Equipment - Property and equipment is recorded at cost.

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 3 to 20 years.

Leasehold improvements are amortized over the shorter of their estimated useful lives of 5 years or the related lease term.

Gains and losses upon disposition are reflected in the Statements of Operations in the period of disposition.

Gains and losses upon disposition are reflected in the Condensed Consolidated Statements of Operations in the period of disposition.

Maintenance and repair expenditures are charged to expense as incurred.

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The Company performed its annual test as of June 30, 2025 and 2024, respectively.

As of September 30, 2025 and June 30, 2025, the amount in goodwill was $ 848,854 .

Revenue Recognition - In accordance with ASC No.

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.

As of December 31, 2025 and June 30, 2025, the amount in goodwill was $ 673,854 and $ 848,854 , respectively.

During the three months ended December 31, 2025, as a result of the Company’s disposition of certain assets associated with Moonwlkr, the Company recorded a disposal on goodwill, which decreased goodwill by $ 175,000 .

Revenue Recognition - In accordance with Accounting Standards Codification (“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.

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Revenue by Geography and Product Source

The following table, which excludes digital asset revenue, discloses disaggregated revenue for the three months ended:

September 30,

The following table, which excludes digital asset revenue, discloses disaggregated revenue:

Three Months Ended

Six Months Ended

Primary geographical markets:

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All products were shipped related to deposits in deferred revenue, in less than one year.

The following table discloses the deferred revenue:

September 30,

Deferred revenue

We expect to recognize 100% of the deferred revenue at September 30, 2025 and June 30, 2025, as revenue in the year ended June 30, 2026.

We expect to recognize 100% of the deferred revenue at December 31, 2025 and June 30, 2025, as revenue in the year ended June 30, 2026.

Digital Assets Revenue, Realized and Unrealized Gains and Losses

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In the case of liquid bulk purchases, we recognize for 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 hour or days, we recognize the cost basis as the average price paid for all tokens purchases.

The Company is able to acquire Solana tokens that are locked through direct negotiations with the owner or a third part at a discounted price from the Solana market value price.

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 purchases.

The Company is able to acquire Solana tokens that are locked through direct negotiations with the owner of 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.

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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 income statement in the line item “Realized and unrealized (gain) loss on digital assets” in the operating expense section of the consolidated statements of operations.

Pursuant to this guidance, changes in fair value are reflected on the Condensed Consolidated Statements of Operations in the line item “Realized and unrealized (gain) loss on digital assets” or “Unrealized (gain) loss on digital assets”, if there were no realized sales in the period, in the operating expense section of the Condensed Consolidated Statements of Operations.

We measure changes in fair value as the difference between the cost basis and the prevailing market price of the digital asset at the date of measurement, multiplied by the quantity held of the digital asset.

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Remeasurement on a recurring basis

Subsequent to the acquisitions of Solana tokens, remeasurement of change in value fair is done by taking the spot price from coinmarketcap.com at the end of a month.

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 by the month-end spot price.

In the case of locked tokens, the aggregate fair value is computed by taking the number of locked tokens, discounted by 14%, and multiplying by the month-end spot price.

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.

In the case of locked tokens, the aggregate fair value is computed by taking the number of locked tokens, discounted by 14%, and multiplying that number by the month-end spot price.

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.

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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 in the line item “Realized and unrealized (gain) loss on digital assets”, or “Unrealized (gain) loss on digital assets”, if there were no realized sales in the period in the operating expense section of the Condensed Consolidated Statements of Operations.

Staking revenue

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Staking revenue is calculated based on the number of tokens earned and the month-end spot price.

This revenue is reported on the Statements of Operations under the line item “Digital Asset Revenue.” Changes in fair market value of the staking revenue after the initial Digital Asset Revenue is recognized are reflected on the income statement as “Realized and unrealized (gain) loss on digital assets”.

Realized sales of the digital assets

This revenue is reported on the Condensed Consolidated Statements of Operations under the line item “Digital asset revenue”.

Changes in fair market value of the staking revenue after the initial digital asset revenue is disclosed on the Condensed Consolidated Statements of Operations as “Realized and unrealized (gain) loss on digital assets”, or “Unrealized (gain) loss on digital assets”, if there were no realized sales in the period.

Realized sales of digital assets

To the extent such digital assets may be sold, unrealized gain (or loss) shall reverse and realized gain (or loss) shall be recorded for the difference between price at which the digital asset sold and cost basis.

Equity Investment (Cost Method) – The Company follows Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities, to account for its ownership interest in noncontrolled entities.

Under ASC 321, equity securities that do not have readily determinable fair values (i.e., non-marketable equity securities) and are not required to be accounted for under the equity method are carried at cost less impairment (i.e., cost method investments).

Income is recorded for payments received to which the Company earned, such as the case in which the Company would get a certain percentage of revenues as royalties, from the noncontrolled entity subsequent to the date of investment.

Payments received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment.

Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred.

On August 28, 2025, the Company made an initial investment of $ 750,000 with Cybersyn Holdings, LLC, which hosts and owns the platform for Alpha City Exchange.

Under the terms of the agreement, an initial investment of $ 750,000 into Alpha Exchange was made in exchange for a royalty equal to 14.9 % of all future gross revenue generated by the platform.

For the $ 750,000 investment made, pursuant to ASC 321, Investments – Equity Securities, the Company recognized the investment at cost and presents it into the caption “Investment in digital company” on the balance sheet.

As of September 30, 2025, there had been no change to terminate the agreement, any achievement of the subsequent milestones, nor gross revenue generated yet by the platform off which to accrue revenue.

These gain (or loss) amounts are presented in the operating expense section of the Condensed Consolidated Statements of Operations.

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 $ 639,431 and $ 194,774 were expensed as incurred during the three months ended September 30, 2025 and 2024, respectively.

Stock Based Compensation - The Company recognizes all share-based payments to employees, including grants of employee stock options and grants of restricted shares as compensation expense in the 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 share-based payments vest immediately.

Non-employee Stock-based Payments - The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Accounting Standards Codification (ASC) 2018-07, which simplifies the accounting for non-employee share-based payment transactions.

The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.

Advertising costs of $ 542,859 and $ 447,282 were expensed as incurred during the three months ended December 31, 2025 and 2024, respectively.

Advertising costs of $ 1,182,290 and $ 865,121 were expensed as incurred during the six months ended December 31, 2025 and 2024, respectively.

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.

Non-Employee Stock-Based Payments - The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 2018-07, which simplifies the accounting for non-employee stock-based payment transactions.

The amendments specify that Topic 718 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.

Stock-based payments related to non-employees are accounted for based on the fair value of the related stock or options or the fair value of the services, whichever is more readily determinable.

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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 price by 14%.

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 estimated fair value of certain financial instruments, including cash, accounts receivable, accounts payable, accrued expenses, deferred revenue and debt are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

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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.

At September 30, 2025 and June 30, 2025, there was a valuation allowance of $ 10,092,765 and $ 10,092,765 , respectively.

At December 31, 2025 and June 30, 2025, there was a valuation allowance of $ 10,092,765 .

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.

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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:

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.

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ASC Topic 740 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

There are no material uncertain tax positions at September 30, 2025 or June 30, 2025.

Reverse Stock Split

On September 18, 2024, we filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of our common stock at a rate of 1-for-20 (the "Reverse Stock Split"), which became effective as of October 3, 2024 (the "Effective Date").

There were no material uncertain tax positions at December 31, 2025 or June 30, 2025.

Reverse Stock Split - On September 18, 2024, we filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of our common stock at a rate of 1-for-20 (the "Reverse Stock Split"), which became effective as of October 3, 2024 (the "Effective Date").

The Reverse Stock Split was approved by the Board of Directors in accordance with Nevada law.

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Unless otherwise indicated, all issued and outstanding shares of common stock and all outstanding securities entitling their holders to purchase shares of our common stock or acquire shares of our common stock, including stock options, restricted stock units, and warrants per share data, share prices and exercise prices, as required by the terms of those securities, have been adjusted retroactively to reflect the Reverse Stock Split.

Earnings (loss) per share

Loss Per Share

Three Months Ended

September 30,

Earnings Per Share

Net income (loss)

Six Months Ended

Basic loss per share:

$ ( 178,924,930 )

Weighted average common shares outstanding

Earnings (loss) per share

Diluted Earnings Per Share

Net income (loss)

$ ( 1,301,310 )

If-converted impact on net income

Net income (loss) for diluted earnings per share

$ ( 112,176,808 )

$ ( 2,926,887 )

Weighted average common shares outstanding

Weighted average effect of dilutive securities

Total dilutive common shares outstanding

Diluted earnings (loss) per share

In the three months ended September 30, 2025, 9,478 options were excluded because they were anti-dilutive and 762,770 warrants were excluded because they were anti-dilutive.

In three months ended September 30, 2024, the Company was in a net loss position and therefore, diluted EPS equaled EPS.

Basic loss per share

In the three and six months ended December 31, 2025 and 2024, the Company was in a net loss position and therefore, diluted loss per share equaled basic loss per share.

Convertible Debt and Securities - The Company accounts for convertible notes as a single debt instrument measured at amortized cost.

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As a result of the adoption, the Company did not have a cumulative-effect adjustment as the Company did not have any Crypto Assets prior to January 1, 2025.

In the current year for the three months ended and date as of September 30, 2025, SOL, the token of Solana blockchain, is recognized at fair value.

In November 2024, the FASB issued ASU 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

” The ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

In the current year for the three months and six months ended and date as of December 31, 2025, SOL, the token of Solana blockchain, is recognized at fair value.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ ASU 2024-03”) 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:

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The Company is evaluating the effect that ASU 2024-03 will have on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, which provides for all entities with the option to elect a practical expedient that assumes that current conditions as of the balance sheet do not change for the remaining life of an asset, with respect to estimates of expected credit losses.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets which provides for all entities with the option to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of an asset, with respect to estimates of expected credit losses.

This guidance is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted and application of guidance prospectively.

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For the fiscal year beginning July 1, 2025, there have been no other recent accounting pronouncements issued but not yet adopted that are expected to be material to the Company.

Inventory consisted of the following:

September 30,

Inventory, net, consisted of the following:

Raw materials

Finished goods

Inventory, net

The Company writes off the value of inventory deemed excessive or obsolete.

During the three months ended September 30, 2025, and September 30, 2024, the Company wrote off inventory valued at $ 70,400 and $ 42,370 , net, respectively.

The Company had inventory reserves at September 30, 2025, and June 30, 2025, of $ 593,539 .

During the three months ended December 31, 2025 and 2024, the Company wrote off inventory valued at $ 160,935 and $ 6,322 , net, respectively.

During the six months ended December 31, 2025 and 2024, the Company wrote off inventory valued at $ 231,335 and $ 48,692 , net, respectively.

At December 31, 2025 and June 30, 2025, the Company had inventory reserves of $ 1,065,752 and $ 593,539 , respectively.

Property and Equipment

September 30,

Property and equipment, net, consisted of the following:

Furniture and fixtures

7 unchanged sentences

( 1,919,288 )

Depreciation expense for the three months ended September 30, 2025 and 2024 was $ 135,902 and $ 239,905 , respectively.

Property and equipment, net

Depreciation expense for the three months ended December 31, 2025 and 2024 was $ 134,388 and $ 220,562 , respectively.

Depreciation expense for the six months ended December 31, 2025 and 2024 was $ 270,290 and $ 460,467 , respectively.

Digital Assets

The following table summarizes the Company’s digital asset holdings as of:

September 30,

Approximate number of Solana tokens held

2 unchanged sentences

$ 105,997,180

The following table summarizes the Company’s digital asset purchases, unrealized gains (losses) on digital assets, and revenue from staking for the three months ended September 30, 2025 and 2024:

The following table summarizes the Company’s digital asset purchases, unrealized gains (losses) on digital assets, and revenue from staking for the three and six months ended December 31, 2025 and 2024:

Three Months Ended

September 30,

Six Months Ended

Number of Solana tokens purchased

1 unchanged sentence

$ 230,090,128

Unrealized gains on digital assets

Unrealized losses on digital assets

$ 164,495,019

Revenue from staking

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The following table summarizes the composition of Solana tokens held broken out by liquid and locked as of:

September 30,

Number of Solana tokens liquid

Number of Solana tokens locked

The Company has approximately 95% of its Solana treasury staked as of September 30, 2025 and as of June 30, 2025.

The Company has approximately 95% of its Solana treasury staked as of December 31, 2025 and as of June 30, 2025.

The Company maintains control over the delegated SOL tokens throughout the staking period.

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As such, the Company continues to recognize the delegated SOL tokens as part of its digital asset holdings.

The Company has 1,047,222 tokens that are considered locked at September 30, 2025.

The following table summarizes the unlocking schedule of Solana tokens currently locked as of September 30, 2025:

The Company has 850,807 tokens that are considered locked at December 31, 2025.

The following table summarizes the unlocking schedule of Solana tokens currently locked as of December 31, 2025 in the years then ended:

June 30, 2026

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June 30, 2028

The Company valued the Solana treasury at $ 208 .74 per liquid token and $ 179 .52 per locked token as of September 30, 2025.

The Company valued the Solana treasury at $ 124 .48 per liquid token and $ 107 .05 per locked token as of December 31, 2025.

The Company valued the Solana treasury at $ 154 .74 per liquid token and $ 133 .07 per locked token as of June 30, 2025.

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Management monitors this discount percentage and adjusts when appropriate.

$208.74 and $154.74 are the market prices from the closing price listed on coinmarketcap.com at September 30, 2025 and June 30, 2025, respectively .

$124.48 and $154.74 are the market prices from the closing price listed by CoinMarketCap at December 31, 2025 and June 30, 2025, respectively .

Intangible Assets

Intangible assets as of September 30, 2025:

Intangible assets as of December 31, 2025:

Customer relationships

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Vender relationships

For the three months ended September 30, 2025 and 2024, the Company amortized approximately $ 19,190 and $ 19,190 , respectively.

Royalty interest

Intangible assets

Intangible assets as of June 30, 2025:

2 unchanged sentences

Vendor relationships

Future amortization of intangible assets on September 30, 2025 is set forth below in the years then ended:

Royalty interest

Intangible assets

For the three months ended December 31, 2025 and 2024, the Company recorded amortization expense of $ 19,190 .

For the six months ended December 31, 2025 and 2024, the Company recorded amortization expense of $ 38,380 .

On August 28, 2025, the Company entered into an agreement with Cybersyn Holdings, LLC, which hosts and owns the platform for Alpha City Exchange.

Under the terms of the agreement, the Company paid $ 750,000 to acquire a contractual royalty interest equal to 14.9 % of all future gross revenue generated by the platform.

The Company accounts for the royalty interest as an intangible asset and presents it within intangible assets on the Condensed Consolidated Balance Sheets.

As of December 31, 2025, the agreement had not been terminated and the platform had not generated gross revenue from which the Company would be entitled to amounts under the royalty interest.

Future amortization of intangible assets as of December 31, 2025 is set forth below in the years then ended:

June 30, 2026

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Prepaid and other receivables consist of the following at:

September 30,

Prepayment to vendors

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Other receivables

Prepaid expenses and other receivables

All prepaid expenses are expected to be expensed within one year.

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Our lease terms may include one or more options to extend the lease terms, for periods from one year to 20 years, when it is reasonably certain that we will exercise that option .

As of September 30, 2025, no option to extend the lease was recognized as right-of-use (“ROU”) assets and lease liabilities.

As of December 31, 2025, 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 on the condensed consolidated balance sheet as these leases have a lease term of 12 months or less at lease inception.

We have elected not to present short-term leases on the Condensed Consolidated Balance Sheets as these leases have a lease term of 12 months or less at lease inception.

During November 2018, the Company entered into a lease for equipment that commenced on November 1, 2018, and recorded a right of use asset and corresponding lease liability.

Lease expenses were $ 1,910 for the three months ended September 30, 2025 and 2024.

Lease expenses were $ 1,910 for the three months ended December 31, 2025 and 2024.

Lease expenses were $ 3,820 for the six months ended December 31, 2025 and 2024.

On March 15, 2023, the Company entered a lease for approximately 20,400 square feet of warehouse and office space, located in Tampa, Florida, to be used as the Company’s distribution center .

The initial term of the lease is thirty-eight months and was not completed when the lease was signed.

The initial term of the lease is 38 months and was not completed when the lease was signed.

The Company moved into the facility in July 2023 and started operations.

The Company is responsible for real estate taxes, utilities, and repairs under the terms of certain operating leases and accounted for as non-lease components and not part of the ROU.

During the three months ended September 30, 2025 and 2024, the Company recognized $ 102,020 and $ 100,756 expense, respectively.

During the three months ended December 31, 2025 and 2024, the Company recognized $ 102,020 and $ 100,756 expense, respectively.

During the six months ended December 31, 2025 and 2024, the Company recognized $ 200,590 and $ 201,512 expense, respectively.

On July 25, 2023, the Company entered a lease for approximately 5,700 square feet of office space, located in Tampa, Florida, to be used as the Company’s corporate headquarters .

The initial term of the lease is sixty-one months.

During the three months ended September 30, 2025 and 2024, the Company recognized $ 62,515 and $ 49,244 expense, respectively .

The initial term of the lease is 61 months.

During the three months ended December 31, 2025 and 2024, the Company recognized $ 73,958 and $ 60,433 expense, respectively.

During the six months ended December 31, 2025 and 2024, the Company recognized $ 136,473 and $ 109,677 expense, respectively.

On April 1, 2024, the Company entered into a lease agreement with MFA 2510 Merchant LLC, which is owned by our CEO, Allan Marshall.

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The initial term of the lease is five years.

The Company is responsible for real estate taxes, utilities, and repairs under the terms of certain of the operating leases and accounted for as non-lease components and not part of the ROU.

The Company is responsible for real estate taxes, utilities, and repairs under the terms of certain of the operating leases and accounted for as non-lease components and not part of what we include in ROU assets.

The Company spent $ 611,768 in leasehold improvements to prepare the facility for product manufacturing, which will be amortized over the five-year lease term.

Product manufacturing was at full capacity and fully moved from the Nevada facility as of August 1, 2024.

During the three months ended September 30, 2025 and 2024, the Company recognized $ 79,944 and $ 79,944 expense , respectively.

Operating leases are included in operating ROU assets, current and non-current operating lease liabilities, and finance leases are included in property, plant and equipment, accrued expenses and other current liabilities, and other liabilities on the condensed consolidated balance sheets.

As of September 30, 2025, our finance leases are not material.

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 sheet as of September 30, 2025:

During the three months ended December 31, 2025 and 2024, the Company recognized $ 79,944 expense.

During the six months ended December 31, 2025 and 2024, the Company recognized $ 159,888 expense.

As a result of the Company’s course of action to terminate the CBD gummy and other operations, a loss on disposal of approximately $ 477,000 was recorded during the three months ended December 31, 2025 to remove these certain leasehold improvements.

Operating leases are included in operating ROU assets.

Current and non-current operating lease liabilities, and finance leases are included in property, plant and equipment, accrued expenses and other current liabilities, and other liabilities on the Condensed Consolidated Balance Sheets.

As of December 31, 2025, our finance leases are not material.

Total undiscounted future minimum lease payments

Imputed interest

Present value of operating lease obligation

current portion

Long-term operating lease obligation

The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of September 30, 2025 and 2024 are:

September 30,

Present value of operating lease payable

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 December 31, 2025 and 2024 are:

Weighted average remaining lease term months

Weighted average incremental borrowing rate

For the three months ended September 30, 2025 and 2024, the components of lease expense, included in general and administrative expenses and interest expense in the condensed consolidated statement of operations, are as follows:

September 30,

Finance lease expense:

For the three and six months ended December 31, 2025 and 2024, the components of lease expense, included in general and administrative expenses and interest expense in the Condensed Consolidated Statement of Operations, are as follows:

Three Months Ended December 31,

Six Months Ended December 31,

Lease expense:

Amortization of ROU assets

1 unchanged sentence

Operating lease cost

Short-term lease expense

Variable lease expense

Total lease cost

Total lease expense

Accrued Liabilities

Accrued liabilities consist of the following at:

September 30,

Accrued professional fees

Accrued sales tax

Accrued liquidated damages

Accrued services

Assignment of lease

Other accrued liabilities

Accrued liabilities

Convertible Notes, Notes Payable, Promissory Notes, and Short-Term Debt

Convertible Notes, Notes Payable and Promissory Notes outstanding are summarized below:

September 30,

Convertible Notes:

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Interest rate per annum is 2%.

Accrued interest is payable at time of maturity, to the extent of unpaid principal remaining.

Accrued interest is payable quarterly.

The Notes shall be convertible into shares of common stock of the Company at the option of the holder, at any time and from time to time.

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current portion

Convertible Notes, net of current portion

Convertible notes payable

$ 144,115,480

Notes Payable, Cygnet subsidiary:

Cygnet Subsidiary Notes Payable:

SBA note payable, 30-year term note, 10.25% interest rate and collateralized with all assets of the Company

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November 7, 2026

Notes payable, Cygnet subsidiary, current

Current portion of Cygnet subsidiary notes payable

Promissory Notes:

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The conversion price is $3.00 per share.

Promissory Notes, current

Total Convertible Notes, Notes Payable (Cygnet) and Promissory Notes

Current portion of promissory notes

Total Convertible Notes, Cygnet Subsidiary Notes Payable, and Promissory Notes

$ 150,056,390

Future payments on notes payable are set forth below:

For the year ended June 30:

As of December 31, 2025, future payments on Convertible Notes, Notes Payable and Promissory Notes are set forth below:

2026 – Notes Payable (Cygnet) and Promissory Notes

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$ 150,056,390

__________________

* The convertible notes cannot be repaid in cash;

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The applicable interest rate is an annual rate equal to 2.0 %.

Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, and accrues daily commencing on the Issue Date, or July 16, 2025, until payment in full of the outstanding principal, together with accrued and unpaid interest, liquidated damages, and other amounts which may become due.

Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, and accrues daily commencing on the Issue Date, or July 16, 2025, with interest paid quarterly.

At the maturity date of the Notes, the holders of the Notes are entitled to an amount equal to the accrued and unpaid interest and liquidated damages (if any) and, to the extent unpaid principal remains, the return of the Subscription Amount (pro-rated to the extent principal was paid down) in the form of Digital Assets paid to the Company.

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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 notes which would require bifurcation from the debt host.

The Company has not identified any embedded features contained within its 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 Notes are recorded as a direct deduction from the carrying amount of the Notes.

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Upon conversion, the carrying amount of the 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.

September 30,

Short-Term Debt:

During July 2025, the Company issued 276,238 shares of common stock upon conversion of a portion of the convertible notes, resulting in a reduction of the outstanding principal balance of $ 1,173,046 and accrued interest of $ 964 .

Cygnet Subsidiary Notes Payable

All amounts are current as payment amounts that have been due have since passed.

The maturity dates in the above table refer to the original maturity dates per the original executed agreements.

Short-Term Treasury Debt:

BitGo Credit Facility, 11.5% interest rate per annum.

The term of the credit facility is for one year and is renewable for successive one-year options.

Total Short-Term Debt

Short-Term Debt

Short-Term Treasury Debt

The Company entered into a credit facility with BitGo Prime, LLC (“BitGo”).

Pursuant to a Master Loan Agreement (the “Agreement”) the Company may borrow up to $ 50,000,000 for the purchase of digital assets with interest at the rate of 11.5 % per year.

Pursuant to a Master Loan Agreement at December 31, 2025 the Company may borrow in excess of $ 71,000,000 for the purchase of digital assets with interest at the rate of 11.5 % per year.

The term of the credit facility is for one year and is renewable for successive one-year options.

Each individual loan under the facility is negotiable as to the amount, term prepayment or recall (payment demand).

The loans shall be collateralized by the Company’s treasury assets, already held at BitGo, the initial availability is based on 260% collateral level and a margin call level of 175% .

The loans shall be collateralized by the Company’s treasury assets, already held at BitGo.

The initial availability is based on a 260% collateral level and a margin call level of 175% .

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.

At September 30, 2025 and June 30,2025, the outstanding balance of the credit facility was $ 50,000,000 and $ 20,000,000 , respectively.

At December 31, 2025 and June 30,2025, the outstanding balance of the credit facility was $ 62,695,723 and $ 20,000,000 , respectively.

The credit facility was used for the purchase of SOL.

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This purchase was settled through the cancellation of a $ 400,000 related party advance.

There are no advances due to Allan Marshall at September 30, or June 30, 2025.

There are no advances due to Allan Marshall at December 31, or June 30, 2025.

On April 1, 2024, the Company entered into a lease agreement with MFA 2510 Merchant LLC, which is owned by our CEO, Allan Marshall.

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Product manufacturing was at full capacity and fully moved from the Nevada facility as of August 1, 2024.

On April 23, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with GSR Strategies LLC (the “Asset Manager”), pursuant to which the Asset Manager shall provide discretionary investment management services with respect to the Company’s cryptocurrency treasury (the “Account Assets”).

The Company shall pay the Asset Manager an asset-based fee (the “Asset-based Fee”) equal to 1.75% per annum, of the assets under the Asset Manager’s management, which shall be calculated and paid in advance as of the first business day of each calendar month, as determined by the Asset Manager in a commercially reasonable manner.

The Company issued warrants (the “GSR Warrants”) to the Asset Manager to purchase 2,192,982 shares of Common Stock at various prices per share of common stock as follows:

(i) 877,193 shares of Common Stock at an exercise price of $2.28 per share of Common Stock;

(ii) 438,596 shares of Common Stock at an exercise price of $3.42 per share of Common Stock;

(iii) 438,596 shares of Common Stock at an exercise price of $4.56 per share of Common Stock;

(iv) 438,597 shares of Common Stock at an exercise price of $5.70 per share of Common Stock.

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’s common stockholders.

If the Company terminates the Asset Management Agreement for any other reason other than for cause, the Company shall pay the Asset Manager an early termination fee (the “Termination Fee) in the amount equal or greater of (i) five (5) times the aggregate amount of the management fees paid by the Company to the Asset Manager over the prior ten (10) year period, or (ii) $ 15 million.

The Asset Management Agreement may be terminated for Cause (i) by the Company upon at least thirty (30) days prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least sixty (60) days prior written notice to the Company.

GSR Growth Investments LP, a related party of the Asset Manager, holds shared voting power over 4,006,210 shares of common stock, or approximately 7.45%, of the Company’s outstanding common stock .

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.

The purchase price for the stock was $ 6,000,000 , subject to certain customary post-closing adjustments.

The proceeds of the transaction have been used for working capital, the reduction of debt and the reduction of other liabilities currently outstanding.

As of December 31, 2025, the remaining purchase price receivable is $ 2,000,000 .

Subsequent to December 31, 2025, the Buyers made a $ 660,000 payment with $ 1,340,000 remaining and expected to be paid prior to June 30, 2026.

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.

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The preferred stock is convertible into 138,889 shares of the Company’s common stock at the holder’s option , has preferential liquidation rights and the preferred stock shall vote together with the common stock as a single class on all matters to which shareholders of the Company are entitled to vote at the rate of ten votes per share of preferred stock.

During the three months ended September 30, 2025:

All, 7,889,226 Pre-Funded Warrants were exercised.

As a result, 7,889,226 shares of common stock were issued to investors.

These Pre-Funded Warrants were issued in connection with the Private Placement offering occurring in April 2025 in which the Company issued 35,970,383 shares of common stock at an offering price of $ 2.28 per share.

During the six months ended December 31, 2025:

7,889,226 Pre-Funded Warrants were exercised for 7,889,226 shares of common stock in connection with the Private Placement offering occurring in April 2025 in which the Company issued 35,970,383 shares of common stock at an offering price of $2.28 per share.

In connection with a private placement offering of equity in July 2025, 12,457,186 shares of common stock were issued.

In connection with the notice of a conversion relating to convertible debt in July 2025, 276,238 shares of common stock were issued.

In connection with the notice of conversion relating to convertible debt in July 2025, 276,238 shares of common stock were issued.

In connection with the cashless exercises of certain warrants, 678,352 shares of common stock were issued.

In connection with the exercises of certain warrants for cash, 33,334 shares of common stock were issued.

In connection with the vesting of certain restricted stock units, 318,167 shares of common stock were issued.

In connection with a private placement offering of equity in November 2025, 3,289,474 shares of common stock were issued.

On November 26, 2025, the Company issued in the aggregate 3,289,474 shares of common stock and 3,289,474 common stock purchase warrants (the “Private Placement Warrants”) to purchase up to 3,289,474 shares of common stock for an aggregate purchase price of $ 10,000,000 , representing a purchase price of $ 3.04 per share of common stock and accompanying warrant.

Each warrant is exercisable for one share of common stock at an exercise price of $ 4.00 per share.

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 Private Placement Warrants and concluded that they met the criteria to be classified within stockholders’ equity within additional paid-in-capital.

The Private Placement 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 December 31, 2025, all 3,289,474 of the Private Placement Warrants remain outstanding.

Stock Repurchase Program

In November 2025, the Company’s Board of Directors authorized a share repurchase program of up to $50M of common stock .

The timing, manner, price, and amount of repurchases will be determined at management’s discretion, based on factors such as share price, market conditions, and available liquidity.

The program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time.

In December 2025, the Company repurchased 416,226 shares of common stock at an average price, including fees, of $ 1.94 .

These shares were not retired and are designated as treasury stock.

The Company effectuated a reverse stock split, at a rate of 20 to 1 , effective at 12:01 am ET, October 3, 2024.

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The options are exercisable for a period of up to 10 years from the date of the grant.

A summary of stock option activity for the three months ended September 30, 2025 is as follows:

A summary of stock option activity for the six months ended December 31, 2025 is as follows:

Outstanding at June 30, 2025

Options outstanding at September 30, 2025

Options exercisable at September, 2025 (vested)

A summary of stock option activity for the three months ended September, 2024 is as follows:

Options outstanding at December 31, 2025

Options exercisable at December 31, 2025 (vested)

A summary of stock option activity for the six months ended December 31 2024 is as follows:

Outstanding at June 30, 2024

Options outstanding at September 30, 2024

Options exercisable at September 30, 2024 (vested)

The closing market price per common share on September 30, 2025 was $ 5.77 .

Stock-based compensation attributable to stock options was $ 39,360 and $ 141,298 for the three months ended September 30, 2025, and 2024, respectively.

As of September 30, 2025, there was approximately $ 19,680 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was 0.04 years.

Options outstanding at December 31, 2024

Options exercisable at December 31, 2024 (vested)

The closing market price per common share on December 31, 2025 was $1.68.

Stock-based compensation attributable to stock options was $ 51,939 and $ 32,578 for the three months ended December 31, 2025 and 2024, respectively.

Stock-based compensation attributable to stock options was $ 91,299 and $ 173,876 for the six months ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, there was approximately $ 491,758 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was 1.32 years.

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

1 unchanged sentence

The estimate of forfeitures relating to terminations is still 0 %.

There were 6,554,778 shares available for issuance as of September 30, 2025, under the 2019 Plan as amended.

There were 4,090,778 shares available for issuance as of December 31, 2025, under the 2019 Plan as amended.

The Plan contains an “evergreen” provision pursuant to which shares authorized for issuance may be automatically replenished.

Restricted Stock Units

Stock-based compensation from RSUs was approximately $ 5,448,425 for the three months ended September 30, 2025 and $ 0 for the three months ended September 30, 2024.

Stock-based compensation from RSUs was approximately $ 3,834,436 for the three months ended December 31, 2025 and $ 0 for the three months ended December 31, 2024.

Stock-based compensation from RSUs was approximately $ 9,243,501 for the six months ended December 31, 2025 and $ 0 for the six months ended December 31, 2024.

Pursuant to the 2019 Plan, restricted stock units may be granted.

As of September 30, 2025, there was approximately $ 363,000 of unrecognized compensation expense related to 1,220,416 restricted stock units.

As of December 31, 2025, there was approximately $ 11,637,704 of unrecognized compensation expense related to 3,044,085 restricted stock units.

The weighted-average term remaining on the unvested shares was approximately 0.54 years.

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Cancelled or Forfeited

Outstanding as of September 30, 2024

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

Cancelled or Forfeited

Outstanding as of September 30, 2025

At September 30, 2025, there were approximately 1,476,501 vested RSUs that are included in the 2,696,917 RSU’s outstanding above as they are not included in the Company’s issued and outstanding common stock.

The components of stock-based compensation are as follows for the three months ended September 30:

Outstanding as of December 31, 2025

At December 31, 2025, there were approximately 1,673,665 vested RSUs that are included in the 4,717,750 RSUs outstanding above as they are not included in the Company’s issued and outstanding common stock.

The components of stock-based compensation are as follows:

Three Months Ended

Six Months Ended

Stock options amortization

2 unchanged sentences

Total stock-based compensation

Phantom Stock Appreciation Plan

The Company established a Phantom Stock Appreciation Plan on July 1, 2025 to motivate and reward key employees of the Company by providing incentive compensation opportunities based on the increase in the Company value and the value increase to our shareholders, thereby increasing the long-term value of the Company.

The Company recognizes the estimated compensation cost related to the awards and expected to be awarded during the year in its consolidated financial statements in accordance with ASC 718.

The Company estimated the cost of compensation related to the plan during the three month period ended September 30, 2025 as $ 1,441,987 and recognized this expense as a general and administrative compensation expense and accrued this on the balance sheet as accrued compensation.

As of the date of this report, there has been no compensation paid to the participants related to this Plan.

As a result of the termination of the Company’s asset management agreement, the Company expensed all remaining unamortized costs associated with the warrants granted to the asset manager, which was approximately $ 4.4 million and $ 4.7 million for the three and six months ended December 31, 2025, respectively.

These expenses are included within Stock-based compensation in the Condensed Consolidated Statements of Operations.

Phantom Stock Appreciation Plan

Only July 1, 2025 the Board of Directors with the recommendation of the Compensation Committee approved the Upexi, Inc.

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”).

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Except as otherwise provided in a Participant’s employment or award agreement, the Phantom Stock Unit (“PSU”) will vest on each June 30 th following the date of grant, provided the Participant is employed by the Company or an Affiliate on such date.

The Company shall credit to each Participant’s Account by means of a bookkeeping entry the number of Phantom Stock Appreciation Units awarded.

The Company established the Plan to motivate and reward key employees of the Company by providing incentive compensation opportunities based on the increase in the Company value and the value increase to our shareholders, thereby increasing the long-term value of the Company.

The Company recognizes the estimated compensation cost related to the awards and expected to be awarded during the year in its condensed consolidated financial statements in accordance with ASC 718.

The Company estimated the cost of compensation related to the Plan during the three and six months ended December 31, 2025 as $ 0 and $ 1,441,987 , respectively, and recognized this expense as a general and administrative compensation expense and accrued this on the balance sheet as accrued compensation.

As of December 31, 2025, there has been no compensation paid to the participants related to this Plan.

There are no comparable amounts for the three and six months ended December 31, 2024 as the Plan did not yet exist.

The Company shall credit to each Participant’s Account by means of a bookkeeping entry the number of PSUs awarded.

On an annual basis, as of the end of each Plan Year (June 30), the Account for each Participant shall be equal to the excess of (a) the Payment Date Value at the end of the Plan Year (or such other determination date selected by the Company if the Payment Date is not July 1);

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A Participant must be employed on June 30 th to receive the Account value for such Plan Year except as otherwise determined by the Company.

The Account value as determined in Section 5.1 shall be paid in a lump sum payment no later than September 15 th following the end of each Plan Year.

The Account value shall be paid in a lump sum payment no later than September 15 th following the end of each Plan Year.

Payment will be made in cash.

The Company may also elect to pay up to 50 % of the Account value prior to June 30 of each year with a true up made for the Payment Date Value on June 30 if applicable.

At September 30, 2025 the Board of directors had awarded the following PSU’s with the following Grant Value:

At December 31, 2025 the Board of Directors had awarded the following PSUs with the following Grant Value:

Phantom Stock Units with a grant value of $2.89

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Phantom Stock Units with a grant value of $4.00

Phantom Stock Units with a grant value of $4.25

Total Phantom Stock Units granted

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This estimate is updated on a quarterly basis for variable components of the plan, including all of the awards that will be issued during the year, the expected grant value of those awards and the estimated Payment Date value.

At September 30, 2025 management used the following criteria in the estimate of the compensation related to the Plan:

Phantom Stock Units with a grant value of $2.89

Phantom Stock Units with a grant value of $4.00

Phantom Stock Units with a grant value of $4.25

Total Phantom Stock Units used for annual compensation estimate

The Upexi, Inc.

common stock price at September 30, 2025 was $ 5.77 per common share.

Management determined that it should use $ 6.00 per share as the Payment Date Value for estimating the annual compensation.

Based on the above criteria, management determined that the annual compensation for the Plan will be approximately $ 5,767,948 and accrued compensation expense of $ 1,441,987 for the three months ended September 30, 2025.

All of the outstanding phantom unit awards at September 30, 2025 met the criteria to be treated under liability classification in accordance with ASC 718, given that these awards will settle in cash on the vesting date.

Management’s estimate of the fair value of the PSU’s 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 Black-Scholes option pricing model, the Company’s common stock price as of the reporting date, and management’s estimate of the Payment Date 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.

As these awards are classified as liability awards, the fair value is remeasured at each reporting period, with changes in the estimated fair value recognized in general and administrative compensation expense.

Compensation expense for the Plan Awards is based on the fair value of the units as of the balance sheet date as further discussed above, and such costs are recognized ratably over the service period of the awards.

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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, 2025, the Company’s effective tax rate was 0.0 % due to the significant unrealized gains on the Company’s digital assets and timing differences between book and tax.

For the three months ended September 30, 2024, the Company reserved 100 % of the benefit calculated as income tax benefit.

For the three and six months ended December 31, 2025, the Company’s effective tax rate was 0.0 % due to the significant unrealized losses on the Company’s digital assets and timing differences between book and tax.

For the three and six months ended December 31, 2024, the Company reserved 100 % of the benefit calculated as income tax benefit and computed income tax benefit of $ 348,225 and $ 783,225 , respectively.

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.

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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, 2025, the difference between the U.S.

statutory rate and the Company’s effective tax rate is due to the significant unrealized gains on the Company’s digital assets and timing differences between book and tax for an effective tax rate of approximately 0.0%.

The income tax benefit for the three months ended September 30, 2024, was primarily attributable to federal and state income taxes and non-deductible expenses for an effective tax rate of approximately 24.5 %.

For the three and six months ended December 31, 2025, the difference between the U.S.

statutory rate and the Company’s effective tax rate is due to the significant unrealized losses on the Company’s digital assets and timing differences between book and tax for an effective tax rate of approximately 0.0 %.

The income tax benefit for the three and six months ended December 31, 2024, was primarily attributable to federal and state income taxes and non-deductible expenses for an effective tax rate of approximately 25.83 %.

Deferred tax assets and liabilities resulting from temporary differences in the recognition of income and expenses for tax and financial reporting purposes.

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The Company determined that it is more likely than not that the Company will have future taxable income.

As of September 30, 2025 and June 30, 2025 the Company had a valuation reserve of $ 10,092,765 .

As of December 31, 2025 and June 30, 2025, the Company had a valuation reserve of $ 10,092,765 .

The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations.

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The Company is not currently under examination in any federal or state jurisdiction.

Exit of Manufacturing and Distribution Operations

As of December 31, 2025, the Company decided on a course of action to shut down certain manufacturing and distribution centers supporting the Company’s health and wellness products, including those products manufactured with hemp ingredients and certain related distribution operations, which it expects to be completed by February 15, 2026.

The Company has focused its resources on the digital asset strategy and this exit is intended to allow the reallocation of resources toward other business initiatives consistent with the Company’s broader strategy.

The Company continues to operate other non-hemp consumer product lines.

During the three and six months ended December 31, 2025, as a result of the Company’s course of action to shut down these manufacturing and distribution centers, a loss on disposal of $ 1,422,289 was recorded in Impairment on assets from manufacturing shut down within the Condensed Consolidated Statements of Operations.

Risks and Uncertainties

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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.

Subsequent Events

Convertible Note Issuance

On January 9, 2026, subsequent to the end of the reporting period, the Company entered into a secured convertible note with an original principal amount of approximately $ 36 million, in exchange for the transfer of 265,500 units of locked Solana.

No amounts related to this transaction were recognized in the accompanying condensed consolidated financial statements.

As consideration for the issuance of the convertible note, the investor transferred and assigned to the Company all of the investor’s beneficial and economic ownership interest in the 265,500 units of locked Solana.

The convertible note bears interest at a rate of 1.0 % per annum, payable quarterly in cash, and has a maturity date of January 9, 2028 .

At maturity, or upon acceleration following an event of default, to the extent the convertible note has not been converted in full, the investor is entitled to receive a pro rata return of the 265,500 units of locked Solana corresponding to the outstanding principal balance of the convertible note at such time.

The principal amount of the convertible note is not payable in cash under any circumstances.

The principal amount of the note is convertible, in whole or in part, at the option of the investor at any time, into shares of the Company’s common stock at a fixed conversion price of $ 2.39 per share, subject to customary adjustments and other conditions set forth in the note, including provisions that permit mandatory conversion under certain circumstances.

BitGo Credit Facility Borrowing

As of the date of filing of this Form 10Q, the Company had approximately $ 59.1 million outstanding under the BitGo Credit Facility.

Stock Issuance

The Company issued 165,498 shares of common stock, subsequent to December 31, 2025 related to restricted stock grants that vested.

Registered direct offering of common stock and warrants

During February 2026, subsequent to the end of the reporting period, the Company closed a registered direct offering with a single institutional investor for the sale and issuance of 6,337,000 shares of common stock of the Company and warrants to purchase up to 6,337,000 shares of common stock at a combined offering price of $ 1.17 per share of common stock and accompanying warrant.

The warrants have an exercise price of $ 1.50 per share, will be exercisable immediately upon issuance, and will expire five years following the date of issuance and forced conversion at $ 5.00 .

The Company also amended certain existing warrants to purchase up to an aggregate of 3,289,474 shares of the Company’s common stock that were previously issued to investors in December 2025, with an exercise price of $ 4.00 per share such that the amended warrants will have a reduced exercise price of $ 2.83 per share, the redemption price trigger will be reduced from $8.50 per share to $7.00 per share .

No amounts related to the offering or the warrant amendment have been recognized in the accompanying condensed consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements