What changed in this filing

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Item 1. Financial Statements

2026-05-12 compared with 2026-02-10 · 248 added, 222 removed, 674 unchanged (41% of the section changed)

1 unchanged sentence

Condensed Consolidated Financial Statements (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)

Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2026 and 2025 (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2026 and 2025 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026 and 2025 (Unaudited)

Notes to the Condensed Consolidated Financial Statements (Unaudited)

13 unchanged sentences

Right-of-use asset, net

Total other assets

Total noncurrent assets

$ 200,373,683

17 unchanged sentences

Stockholders' equity

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, 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

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

Common stock, $ 0.00001 par value, 1,000,000,000 shares authorized, 66,895,799 and 38,270,571 shares issued, as of March 31, 2026 and June 30, 2025, respectively

Additional paid in capital

3 unchanged sentences

Total stockholders' equity

( 51,918,186 )

Total liabilities and stockholders' equity

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

Digital asset revenue

7 unchanged sentences

Realized loss on digital asset revenue conversion to USD

Realized loss on sale of digital assets

Stock-based compensation

1 unchanged sentence

Impairment on assets from manufacturing shut down

Lease Impairment (gain on settlement)

Loss from operations

49 unchanged sentences

$ ( 49,786,500 )

Issuance of preferred series A stock

Issuance of stock for the conversion of debt

Issuance of beneficial conversion feature and warrants

Stock-based compensation

Net loss for the three months ended March 31, 2025

( 3,831,660 )

Balance, March 31, 2025

$ ( 53,618,160 )

Balance, June 30, 2025

22 unchanged sentences

$ ( 172,720,630 )

Stock-based compensation

Issuance of vested stock from equity incentive plans

Issuance of common stock in private placement

Common stock repurchases

( 2,478,061 )

( 1,974,682 )

Treasury stock retired

( 2,894,287 )

( 2,773,930 )

Net loss for the three months ended March 31, 2026

( 109,343,830 )

Balance, March 31, 2026

$ 230,145,603

$ ( 282,064,460 )

$ ( 51,918,186 )

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six months ended December 31,

Nine months ended March 31,

Cash flows from operating activities

5 unchanged sentences

Unrealized loss on digital assets

Realized loss on sale of digital asset

Digital asset revenue

3 unchanged sentences

Amortization of loan costs

Amortization of consideration discount

Loss on disposal of property and equipment

Gain on extinguishment of debt

( 1,330,865 )

Inventory write-off for Amazon inventory

Provision for credit losses for Amazon receivable

Reduction of acquisition payable

Lease impairment (gain on settlement)

Impairment on assets from manufacturing shut down

4 unchanged sentences

Prepaid expenses and other assets

( 1,074,739 )

Operating lease assets and liabilities, net

Operating lease payable

Accounts payable and accrued liabilities

7 unchanged sentences

Proceeds from the sale of MW Products assets

Proceeds from the sale of VitaMedica, Inc.

Acquisition of digital assets

( 37,022,797 )

Proceeds from the sale of digital assets

Acquisition of royalty interest

4 unchanged sentences

Proceeds from issuance of common stock

Payments of equity issuance costs

( 3,743,654 )

Repurchases of common stock

Issuance of preferred stock series A

Proceeds from exercise of pre-funded warrants

Proceeds from exercise of warrants

Repayment of related party advance

Payments of debt issuance costs

Repurchases of common stock

( 2,773,959 )

Proceeds from short-term treasury debt

Repayment of short-term treasury debt

( 10,400,000 )

Proceeds from issuance of convertible notes

Repayment of Cygnet notes payable

Repayment of promissory notes

Repayment on note payable on building

( 2,634,538 )

Net cash provided by (used in) financing activities

Proceeds from related party advance

Repayment of related party advance

Payments of equity issuance costs

( 4,514,873 )

Net decrease in cash

Payments of debt issuance costs

( 7,628,942 )

Net cash provided by (used in) financing activities

( 2,051,194 )

Net increase (decrease) in cash

Cash, beginning of period

30 unchanged sentences

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.

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

During December 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 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.

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.

Accordingly, they do not include all of the information and notes required by U.S.

GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.

The unaudited condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of March 31, 2026 and June 30, 2025 and for the periods ending March 31, 2026 and 2025.

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented.

16 unchanged sentences

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

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.

The net accounts receivable balances at March 31, 2026, June 30, 2025, and June 30, 2024, were $ 496,393 , $ 157,515 , and $ 606,885 , respectively.

Based on management’s review of accounts receivable, the allowance for credit losses was approximately $ 38,041 at March 31, 2026 and $ 636,600 at June 30, 2025.

For the three months ended March 31, 2026 and 2025, the Company had no credit losses and $ 773,915 , respectively.

For the nine months ended March 31, 2026 and 2025, the Company had credit losses of $ 5,565 and $ 783,915 , respectively.

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

12 unchanged sentences

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 a principal market.

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

SOL tokens are measured using Level 1 inputs under Accounting Standards Codification (“ASC”) 820, Fair Value Measurement and Disclosures , (“ASC 820”), based on quoted prices from a principal market.

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

The determination of the principal market (and, as a result, the market participants in the principal market) is made from the perspective of the reporting entity.

11 unchanged sentences

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

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.

As of March 31, 2026 and June 30, 2025, the amount in goodwill was $ 673,854 and $ 848,854 , respectively.

During the nine months ended March 31, 2026, 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 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.

18 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Primary geographical markets:

7 unchanged sentences

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

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.

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

Digital Assets Revenue, Realized and Unrealized Gains and Losses

38 unchanged sentences

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.

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

Realized gains and losses on digital assets

To the extent staking rewards are converted into U.S.

dollars, realized gains and losses are recognized for the difference between the proceeds received and the carrying value of the digital assets at the time of conversion.

These amounts are presented within operating expenses in the Condensed Consolidated Statements of Operations as realized gain (loss) on digital asset revenue conversion to USD.

To the extent digital assets are sold, realized gains and losses are recognized for the difference between the proceeds received and the carrying value of the digital assets at the time of sale.

These amounts are presented within operating expenses in the Condensed Consolidated Statements of Operations as realized gain (loss) on sale of digital assets.

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 $ 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.

Advertising costs of $ 384,967 and $ 491,510 were expensed as incurred during the three months ended March 31, 2026 and 2025, respectively.

Advertising costs of $ 1,567,257 and $ 1,331,133 were expensed as incurred during the nine months ended March 31, 2026 and 2025, 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.

That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the stock-based payments vest immediately.

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.

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 ASC 718, Compensation–Stock Compensation , which applies to all stock-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing stock-based payment awards.

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.

1 unchanged sentence

In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Fair Value Measurements - The Company accounts for financial instruments in accordance with FASB ASC 820, Fair Value Measurement and Disclosures , (“ASC 820”).

Fair Value Measurements - The Company accounts for financial instruments in accordance with ASC 820.

ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

33 unchanged sentences

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

At March 31, 2026 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.

9 unchanged sentences

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

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

There were no material uncertain tax positions at March 31, 2026 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").

14 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Basic loss per share:

5 unchanged sentences

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.

For the three and nine months ended March 31, 2026 and 2025, the Company was in a net loss position and therefore, diluted loss per share equals basic loss per share, as potential dilutive securities were anti-dilutive.

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

8 unchanged sentences

The accounting standards discussed below indicate effective dates for the Company as an emerging growth company using the extended transition period.

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

The amendments expand income tax disclosure requirements by requiring an entity to disclose (i) specific categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, and (iii) the amount of taxes paid disaggregated by jurisdiction.

10 unchanged sentences

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

In the current year for the three months and nine months ended and date as of March 31, 2026, 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.

16 unchanged sentences

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

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.

During the three months ended March 31, 2026 and 2025, the Company wrote off inventory valued at $ 858,876 and $ 369,290 , respectively, primarily related to slow-moving and obsolete products associated with legacy health and wellness and hemp-related product lines.

During the nine months ended March 31, 2026 and 2025, the Company wrote off inventory valued at $ 1,019,811 and $ 418,030 , respectively.

At March 31, 2026 and June 30, 2025, the Company had inventory reserves of $ 799,098 and $ 593,539 , respectively.

Property and Equipment

8 unchanged sentences

( 1,919,288 )

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.

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 88,289 and $ 198,519 , respectively.

Depreciation expense for the nine months ended March 31, 2026 and 2025 was $ 358,579 and $ 658,986 , respectively.

Digital Assets

4 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 and six months ended December 31, 2025 and 2024:

The following table summarizes the Company’s digital asset purchases, unrealized gain (loss) on digital assets, and revenue from staking for the three and nine months ended March 31, 2026 and 2025:

Three Months Ended

Six Months Ended

Nine Months Ended

Number of Solana tokens purchased

1 unchanged sentence

$ 266,849,664

Unrealized losses on digital assets

Unrealized loss on digital assets

$ ( 92,307,488 )

$ ( 178,806,383 )

Revenue from staking

Approximate number of Solana tokens earned as revenue

Cost basis is reflected in the above table as “Digital asset purchases”.

Cost basis is reflected in the above table within digital asset purchases.

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

1 unchanged sentence

Number of Solana tokens locked

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

The Company has approximately 95% of its Solana treasury staked as of March 31, 2026 and as of June 30, 2025.

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

5 unchanged sentences

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

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:

The Company has 978,852 tokens that are considered locked at March 31, 2026.

The following table summarizes the unlocking schedule of Solana tokens currently locked as of March 31, 2026 in the years then ended:

June 30, 2026

1 unchanged sentence

June 30, 2028

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 $ 83 .11 per liquid token and $ 71 .47 per locked token as of March 31, 2026.

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

2 unchanged sentences

Management monitors this discount percentage and adjusts when appropriate.

$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 .

$83.11 and $154.74 are the market prices from the closing price listed by CoinMarketCap at March 31, 2026 and June 30, 2025, respectively .

Intangible Assets

Intangible assets as of December 31, 2025:

Intangible assets as of March 31, 2026:

Customer relationships

Online sales channels

Vender relationships

Vendor relationships

Royalty interest

6 unchanged sentences

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 .

For the three months ended March 31, 2026 and 2025, the Company recognized amortization expense of $ 19,190 .

For the nine months ended March 31, 2026 and 2025, the Company recognized amortization expense of $ 57,570 .

During the three months ended March 31, 2026, the Company disposed of fully amortized intangible assets with an original cost of approximately $ 9.6 million.

As the intangible assets had no remaining net book value, the disposals did not result in a gain or loss.

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 14.90 % 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:

The agreement provides for two additional potential investments of $250,000 each:

(i) upon completion of the platform and achievement of 10,000 active users, which would increase the Company’s royalty interest to 19.90% of gross revenue, and (ii) upon the achievement of 25,000 active users.

Upon achievement of the second milestone, the Company may elect to either maintain its 19.90% royalty interest in perpetuity or convert a portion of its royalty interest into a 9.99% equity ownership in Alpha City Exchange on a fully diluted basis.

As the royalty interest has no contractual termination and extends in perpetuity, the Company accounts for the initial $ 750,000 investment as an indefinite-lived intangible asset.

The royalty interest is not amortized and is evaluated for impairment at least annually or more frequently if indicators of impairment arise.

As of March 31, 2026, the agreement remains in effect and the platform has not generated gross revenue from which the Company would be entitled to amounts under the royalty interest.

Future amortization of intangible assets as of March 31, 2026 is set forth below in the years then ended:

June 30, 2026

13 unchanged sentences

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 December 31, 2025, no option to extend the lease was recognized as right-of-use (“ROU”) assets and lease liabilities.

As of March 31, 2026, no option to extend the lease was recognized as right-of-use (“ROU”) assets and lease liabilities.

We have lease agreements with lease and non-lease components, and non-lease components are accounted for separately and not included in our ROU assets and corresponding liabilities.

We have elected not to present short-term leases 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 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 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 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 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.

The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $20,060 per month .

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 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 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.

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

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.

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 December 31, 2025:

As of March 31, 2026, our finance leases are not material.

Total undiscounted future minimum lease payments

3 unchanged sentences

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:

The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of March 31, 2026 and 2025 are:

Weighted average remaining lease term months

Weighted average incremental borrowing rate

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,

For the three and nine months ended March 31, 2026 and 2025, 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 March 31,

Nine Months Ended March 31,

Lease expense:

10 unchanged sentences

Accrued services

Assignment of lease

Other accrued liabilities

Accrued liabilities

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

Convertible Notes, Cygnet Subsidiary Notes Payable, Promissory Notes, and Short-Term Treasury Debt

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

Convertible Notes:

Convertible Notes issued for digital assets, due July 16, 2027.

Convertible Notes – July 2025 Issuance, issued in exchange for digital assets, due July 16, 2027.

Interest rate per annum is 2.00%.

Accrued interest is payable quarterly.

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.

The conversion price is $4.25 per share.

At any time prior to maturity, the notes are convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of $4.25 per share;

if a note is not converted prior to maturity, the Company will settle the obligation through the return of the digital assets originally received in exchange for that note.

July 16, 2027

$ 149,996,123

Unamortized deferred financing costs on Convertible Notes

Unamortized deferred financing costs on Convertible Notes – July 2025 Issuance

( 4,927,025 )

Convertible Notes, net

Convertible Notes – July 2025 Issuance, net

$ 145,069,098

Convertible Note – January 2026 Issuance, issued in exchange for digital assets, due January 9, 2028.

Interest rate per annum is 1.00%.

Accrued interest is payable quarterly.

At any time prior to maturity, the note is convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of $2.39 per share;

if the note is not converted prior to maturity, the Company will settle the obligation through the return of the digital assets originally received in exchange for the note.

January 9, 2028

Total Convertible Notes

current portion

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$ 184,725,794

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

As of March 31, 2026, future payments on Convertible Notes, Notes Payable and Promissory Notes are set forth below:

2026 – Cygnet Subsidiary Notes Payable

2028 – Convertible Notes*

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* The convertible notes cannot be repaid in cash.

the convertible notes can only be converted into approximately 35,293,206 of the Company’s common stock at a per share price of $4.25 or repaid at the end of the term of the note with approximately 962,955 SOL tokens.

The Convertible Notes – July 2025 Issuance can only be converted into approximately 35,293,206 of the Company’s common stock at a per share price of $4.25 or repaid at the end of the term of the note with approximately 962,955 SOL tokens.

The Convertible Note – January 2026 Issuance can only be converted into approximately 15,046,851 of the Company’s common stock at a per share price of $2.39 or repaid at the end of the term of the note with approximately 265,500 SOL tokens.

Convertible Notes

On July 16, 2025, the Company entered into securities purchase agreements with certain investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the “Note Offering”) secured convertible notes (the “Notes”) in exchange for locked and spot Solana in the aggregate, original principal amount of $ 151,169,169 .

The total principal amount arising out of the Notes Offering was $ 151,169,169 .

The maturity date on the Notes is the two-year anniversary from the date of the closing of the Notes Offering, or July 16, 2027.

On July 16, 2025, the Company entered into securities purchase agreements with certain investors, pursuant to which the Company agreed to sell and issue to the investors in a private placement offering secured convertible notes (the “Convertible Notes – July 2025 Issuance”) in exchange for locked and spot Solana in the aggregate, original principal amount of approximately $ 151.2 million, with a maturity date of July 16, 2027.

The applicable interest rate is an annual rate equal to 2.00 %.

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.

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

At the maturity date, 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.

At any time after the issue date until the notes are no longer outstanding, 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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Furthermore, the Company may deliver forced conversion notices.

Under the terms of the forced conversion, if after the legend removal date, the volume-weighted average price for each of the 30 consecutive trading days exceeds $6.37, the Company may within five trading days deliver a notice to the holders to cause the holder to convert all or part of then outstanding principal on the Notes .

On January 9, 2026, the Company entered into a securities purchase agreement with an investor, pursuant to which the Company issued to the investor a secured convertible note (the “Convertible Note – January 2026 Issuance”) in the original principal amount of approximately $ 36.0 million, in exchange for the transfer and contribution of 265,500 units of Solana in the form of locked Solana, with a maturity date of January 9, 2028.

The note bears interest at a rate of 1.00 % per annum, payable quarterly in cash.

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

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, ownership limitations, and other conditions set forth in the agreement.

Furthermore, the Company may deliver forced conversion notices.

The note also provides for forced conversion under certain circumstances, subject to satisfaction of specified conditions, including trading price and liquidity thresholds, the effectiveness of a resale registration statement covering the shares issuable upon conversion, and the absence of events of default.

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 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.

These amounts are amortized to interest expense using the effective interest method over the expected term of the Notes.

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.

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 .

The Company has not identified any embedded features contained within its convertible notes that would require bifurcation from the debt host.

As applicable, any debt discount and debt issuance costs incurred in connection with the issuance of the convertible notes are recorded as a direct deduction from the carrying amount of the convertible notes.

These amounts are amortized to interest expense using the effective interest method over the expected term of the convertible notes.

Upon conversion, the carrying amount of the convertible notes, including any unamortized debt issuance costs and unamortized discounts, are reduced by the amount converted, with any difference being reflected as a change in equity.

During July 2025, the Company issued 276,238 shares of common stock upon conversion of a portion of the Convertible Notes – July 2025 Issuance, 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.

The SBA note payable balance is current as payment amounts that have been due have since passed.

The SBA note payable maturity date in the above table refers to the original maturity date per the original executed agreement.

During March 2026, an arbitration ruling resulted in the extinguishment of certain debt obligations and recognition of a receivable for approximately $ 0.4 million from the counterparty.

In connection with the ruling, the Company extinguished (i) an inventory consignment note with an outstanding principal balance of approximately $1.0 million, (ii) a GF Note with an outstanding principal balance of approximately $0.7 million, and (iii) the elimination of approximately $0.2 million of accrued interest associated with these obligations.

As of March 31, 2026, the Company has reserved the $ 0.4 million receivable in full and accrued approximately $ 0.5 million for future expenses and liabilities in connection with the ruling.

As a result, the Company recognized a gain on extinguishment of debt of approximately $ 1.3 million during the three and nine months ended March 31, 2026.

Short-Term Treasury Debt:

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

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.

Pursuant to a Master Loan Agreement at March 31, 2026 the Company may borrow in excess of $ 71,000,000 for the purchase of digital assets with interest at the rate of 11.50 % per year.

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

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

At March 31, 2026 and June 30, 2025, the outstanding balance of the credit facility was $ 57,295,723 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 December 31, or June 30, 2025.

There are no advances due to Allan Marshall at March 31, 2026, 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.

The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $ 20,060 per month on a triple net basis.

The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $ 20,060 per month.

The initial term of the lease is five years.

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 March 31, 2026 and 2025, the Company recognized lease expense related to this lease of $ 26,648 and $ 79,944 , respectively.

During the nine months ended March 31, 2026 and 2025, the Company recognized lease expense related to this lease of $ 186,536 and $ 239,832 , respectively.

As a result of the Company’s course of action to terminate the CBD gummy and other operations, a loss on disposal of leasehold improvements of approximately $ 477,000 was recorded during the nine months ended March 31, 2026.

No such loss was recognized during the three months ended March 31, 2026, or during the three and nine months ended March 31, 2025.

As of March 31, 2026, the Company no longer leases this facility or has obligations related to this facility.

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.

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

At March 31, 2026 and June 30, 2025, the outstanding purchase price receivable was $ 1,340,000 and $ 2,000,000 , respectively.

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 six months ended December 31, 2025:

During the nine months ended March 31, 2026:

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.

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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.

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

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

In connection with the vesting of restricted stock units, 508,665 shares of common stock were issued.

In connection with the Company’s at-the-market offering program, the Company issued 50,000 shares of common stock for aggregate gross proceeds of approximately $ 0.1 million.

In connection with a private placement offering of equity in November 2025, the Company issued 3,289,474 shares of common stock and 3,289,474 common stock purchase warrants to purchase up to 3,289,474 shares of common stock for aggregate gross proceeds of $ 10.0 million, representing an effective purchase price of $ 3.04 per share of common stock and accompanying warrant.

Each warrant is exercisable for one share of common stock.

In connection with the February 2026 private placement, the Company amended the warrants issued in November 2025 to reduce the exercise price from $ 4.00 to $ 2.83 per share.

In connection with a private placement offering of equity in February 2026, the Company issued 6,337,000 shares of common stock and 6,337,000 common stock purchase warrants to purchase up to 6,337,000 shares of common stock for aggregate gross proceeds of approximately $ 7.4 million, representing an effective purchase price of $ 1.17 per share of common stock and accompanying warrant.

Each warrant is exercisable for one share of common stock at an exercise price of $ 1.50 per share.

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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.

The Company evaluated the warrants and concluded that they met the criteria to be classified within stockholders’ equity within additional paid-in-capital.

The warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria.

As of March 31, 2026, the Company had 3,289,474 warrants outstanding related to the November 2025 private placement offering and 6,337,000 warrants outstanding related to the February 2026 private placement offering.

Stock Repurchase Program

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

In November 2025, the Company’s Board of Directors authorized a share repurchase program of up to $50.0 million 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.

During the three months ended March 31, 2026, the Company repurchased 2,478,061 shares of common stock at a weighted-average price, including fees, of $ 0.80 per share, for total consideration of approximately $ 2.0 million.

During the nine months ended March 31, 2026, the Company repurchased 2,894,287 shares of common stock at a weighted-average price, including fees, of $ 0.96 per share, for total consideration of approximately $ 2.8 million.

As of March 31, 2026, all repurchased shares have been retired and are not reflected as treasury stock in the Condensed Consolidated Balance Sheets.

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 six months ended December 31, 2025 is as follows:

A summary of stock option activity for the nine months ended March 31, 2026 is as follows:

Outstanding at June 30, 2025

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:

Options outstanding at March 31, 2026

Options exercisable at March 31, 2026 (vested)

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

Outstanding at June 30, 2024

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.

Options outstanding at March 31, 2025

Options exercisable at March 31, 2025 (vested)

The closing market price per common share on March 31, 2026 was $0.99.

Stock-based compensation attributable to stock options was $ 321 and $ 244,530 for the three months ended March 31, 2026 and 2025, respectively.

Stock-based compensation attributable to stock options was $ 91,620 and $ 418,406 for the nine months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was approximately $ 89,091 of unrecognized compensation expense related to unvested stock options outstanding, and the weighted average vesting period for those options was 0.42 years.

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

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

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

There were 19,165,778 shares available for issuance as of March 31, 2026, 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 $ 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.

Stock-based compensation from RSUs was approximately $ 3,987,193 for the three months ended March 31, 2026 and $ 276,823 for the three months ended March 31, 2025.

Stock-based compensation from RSUs was approximately $ 13,230,694 for the nine months ended March 31, 2026 and $ 276,823 for the nine months ended March 31, 2025.

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

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

As of March 31, 2026, there was approximately $ 7,650,511 of unrecognized compensation expense related to 2,211,089 restricted stock units.

The weighted-average term remaining on the unvested shares was approximately 0.48 years.

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Cancelled or Forfeited

Outstanding as of December 31, 2024

Outstanding as of March 31, 2025

Outstanding as of June 30, 2025

Cancelled or Forfeited

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.

Outstanding as of March 31, 2026

At March 31, 2026, there were approximately 2,316,163 vested RSUs that are included in the 4,527,252 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

Nine Months Ended

Stock options amortization

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Total stock-based compensation

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.

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 $ 4.7 million for the nine months ended March 31, 2026.

No such expense was recognized during the three months ended March 31, 2026.

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

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Phantom Stock Appreciation Plan (the “Plan”).

The Plan permits the granting of an award to any employee of the Company who is selected and approved by the Board of Directors, upon such criteria determined by the Board of Directors.

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 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);

over (b) the Grant Date Value or the Rollover Date Value as applicable, multiplied by (c) the number of PSUs in a Participant’s Account.

Such amount shall be paid to a Participant.

The PSUs in the Account shall be valued each year and such process shall continue until the earliest to occur of the date a Participant has terminated employment, the date of a Change of Control as defined by the Company, and the date the Plan has terminated or the Company has terminated one or more awards for a Participant.

If the per unit value of PSU at the end of the Plan Year is less than the per unit value of the PSU at the beginning of such Plan Year, no amount shall be payable to a Participant under the Plan for such Plan Year.

The Payment Date Value is the 30-day average closing price of Upexi, Inc.

common stock on NASDAQ between June 1 st and June 30 th immediately preceding the Payment Date.

If the Payment Date is other than July 1 st , then the Payment Date Value shall be the 30/31-day average closing price of Upexi, Inc.

common stock on NASDAQ for the full month immediately preceding the designated payment date as determined by the Company.

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

The Plan permits the granting of Phantom Stock Unit (“PSU”) awards to employees selected and approved by the Board of Directors.

The PSU awards vest on June 30 following the grant date, provided the participant remains employed by the Company on such date.

The value of each PSU equals the excess of (a) the 30-day average closing price of Upexi, Inc.

common stock for the period June 1 to June 30 immediately preceding the payment date, over (b) the grant date value.

The PSU award value is settled in cash to the participant subsequent to June 30.

As the PSU awards are settled in cash, they are classified as liability awards under ASC 718.

At March 31, 2026, the Board of Directors had awarded the following PSUs with the following grant date values:

Phantom Stock Units with a grant value of $1.17

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Phantom Stock Units with a grant value of $3.04

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

The awards from the Plan are earned and paid on an annual basis and the Company estimates the annual expected compensation expense for the Plan year and recognizes 1/12 th of the estimated expense each month.

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.

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.

The Company recognizes the estimated compensation cost related to the PSU awards in its condensed consolidated financial statements in accordance with ASC 718.

Compensation cost is recognized over the requisite service period, with the liability remeasured at fair value at each reporting date.

Changes in the estimated fair value are recognized in General and administrative expense in the Condensed Consolidated Statement of Operations and the related liability is presented within Accrued compensation in the Condensed Consolidated Balance Sheets.

Management’s estimate of the fair value of the PSU awards at the reporting date is based on a combination of valuation approaches designed to reflect the expected settlement value of the awards.

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.

As the fair value of liability awards is required to be re-measured each period end, stock compensation expense amounts recognized in future periods for these awards will vary.

The estimated future cash payments of these awards are presented as a liability within “Accrued compensation” in the Condensed Consolidated Balance Sheets.

During the nine months ended March 31, 2026, the Company recognized compensation expense related to the Plan of $ 1,441,987 .

No such compensation expense was recognized during the three months ended March 31, 2026, or during the three and nine months ended March 31, 2025.

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 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.

For the three and nine months ended March 31, 2026, 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 nine months ended March 31, 2025, the Company reserved 100 % of the benefit calculated as income tax benefit and computed income tax benefit of $ 988,500 and $ 1,691,500 , 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.

1 unchanged sentence

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

For the three and nine months ended March 31, 2026, 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 %.

The income tax benefit for the three and nine months ended March 31, 2025, was primarily attributable to federal and state income taxes and non-deductible expenses for an effective tax rate of approximately 25.8 %.

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

As of March 31, 2026 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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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.

During December 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 completed during February 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.

During the nine months ended March 31, 2026, 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 recognized within Impairment on assets from manufacturing shut down within the Condensed Consolidated Statements of Operations.

No such loss was recognized during the three months ended March 31, 2026, or during the three and nine months ended March 31, 2025.

As of April 1, 2026, the Company had 10 full-time employees.

As of June 1, 2026, the Company will no longer lease warehouse space, with all brand distributions activities to be handled by third-party providers.

Risks and Uncertainties

There is substantial uncertainty and different interpretations among federal, state and local regulatory agencies, legislators, academics and businesses as to the scope of operation of Farm Bill-compliant hemp programs relative to the emerging regulation of cannabinoids.

These different opinions include, but are not limited to, the regulation of cannabinoids by the U.S.

Drug Enforcement Administration, or DEA, and/or the FDA and the extent to which manufacturers of products containing Farm Bill-compliant cultivators and processors may engage in interstate commerce.

The uncertainties cannot be resolved without further federal, and perhaps even state-level, legislation, regulation or a definitive judicial interpretation of existing legislation and rules.

If these uncertainties continue, they may have an adverse effect upon the introduction of our products in different markets.

The Company holds a significant portion of its assets in cryptocurrencies, which are subject to substantial market volatility, evolving regulatory frameworks, liquidity constraints, cybersecurity threats, and technological risks.

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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.

During April and May 2026, subsequent to the end of the reporting period, in connection with the Company’s at-the-market offering program, the Company issued 3,345,534 shares of common stock for aggregate gross proceeds of approximately $ 4.5 million.

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