What changed in this filing

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Item 1. Business

2026-09-17 compared with 2025-09-24 · 49 added, 96 removed, 275 unchanged (35% of the section changed)

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As used in this Annual Report and unless otherwise indicated, the terms “we”, “us”, “our”, “Upexi”, and the “Company” mean Upexi, Inc., a Delaware corporation, originally formed as a Nevada corporation in September of 2018.

The Company has seven active subsidiaries that are part of the Company.

The Company conducts its operations through its subsidiaries, which may change from time to time as a result of acquisitions, dispositions, and other corporate activities.

Description of Business

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

We continue to be a brand owner specializing in the development, manufacturing, and distribution of consumer products.

We are in the cryptocurrency industry and the management of cash assets through a cryptocurrency portfolio, primarily focused in Solana tokens and generating a yield from the treasury, primarily through staking of those tokens.

We continue to be brand owners, selling our products wholesale and direct to consumers.

Distribution and fulfillment of our products is done by a third-party specializing in these services.

Our Solana Treasury Strategy

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This was a shift from before when we held excess cash primarily in FDIC-insured interest-bearing accounts.

The change to adopt this strategy results from our intention to obtain the highest yield on excess cash.

The change to adopt this strategy results from our intention to obtain the highest yield on excess cash and benefit from potential price appreciation.

Under our new approach, our treasury policy focuses primarily on Solana (“SOL”).

The approach involves applying a public-market treasury model to an asset that is considered earlier in its lifecycle than, with respect to both development and usage, as well as institutional adoption, Bitcoin.

Management will focus its resources to this digital asset strategy and a significant portion of the balance sheet will be allocated to holding Solana in the Company’s 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.

The approach involves applying a public-market treasury model to an asset that is considered earlier in its lifecycle than Bitcoin with respect to development, usage, and institutional adoption.

Management will focus its resources on this digital asset strategy and a significant portion of the balance sheet will be allocated to holding Solana in the Company’s digital asset treasury.

We will stake the vast majority of the Solana in our treasury to earn a staking yield and turn the treasury into a productive asset.

Currently we are staking approximately 95% of our SOL treasury, and intend to maintain a similar or higher percentage going forward.

We do not hedge our SOL and do not have plans to hedge our SOL in the future.

Our treasury is intended to bring value to our shareholders in these ways:

We plan to utilize intelligent capital markets issuance – including the issuance of both equity and convertible debt - where we may issue capital in an accretive fashion for the benefit of shareholders to purchase and hold more Solana.

We plan to utilize intelligent capital markets issuance - including the issuance of equity, convertible debt, and/or other instruments - where we may issue capital in an accretive fashion for the benefit of shareholders to purchase and hold more Solana.

We will stake the majority of the Solana in our treasury to earn a staking yield and turn the treasury into a productive asset.

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We will utilize several validators in the Staking Program to reduce our risk with a single validator and maximize the overall yield from the Staking Program.

We will also dedicate a portion of the SOL in our staking program to utilize smaller validators to help improve the overall Solana ecosystem.

These Validators are scrutinized through our due diligence program and are initially only given a small amount of SOL for the Company to be able to verify the expected performance and yield, and to ensure that the validator should be included in our future allocation of SOL to validators.

Management evaluates the validators on a routine basis around performance, yield, and economics, and makes monthly adjustments on the overall allocation of the SOL in the treasury based on our evaluation.

Currently we have approximately 95% of our SOL treasury staked and target a similar or higher percentage in the future.

Currently we have approximately 95% of our SOL treasury staked and expect to maintain this level in the future.

We maintain possession and control of the SOL when it is staked at all times.

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Additionally, as part of the “activating” and “exiting” processes of SOL staking, any staked SOL will be inaccessible for a period of time determined by a range of factors, resulting in certain liquidity risks that we manage.

Process of Staking

Management has bi-weekly meetings to evaluate treasury operations, including the staking of the Company’s SOL.

Based on these meetings, management determines the allocation of the SOL treasury to the Staking Program and determines the amount of allocation to each validator, ensuring that no single validator has such a large percentage of our stake that it represents concentration risk.

Treasury Management

Management routinely evaluates the treasury assets, the Company’s excess cash and the treasury operational performance.

Based on these meetings, management determines excess cash to be allocated for the purchase of SOL, the allocation of the SOL treasury to staking, the allocation of SOL staked with each validator, and any SOL allocated to opportunities other than staking to improve the overall yield of the treasury.

Management also evaluates the overall risk tolerance of the treasury and will take steps to reduce or eliminate that risk, such as the re-allocation of SOL staked to avoid a single point of failure.

If it is determined to reduce the amount of the SOL dedicated to the Staking Program or it is determined to change the allocation of SOL to a validator, we will initiate an unstaking process and notify the validator of the change, which effectively reverses the delegation of the SOL from the applicable validator node.

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However, there can be no guarantee that such process will result in the Company regaining complete control of its SOL in time to satisfy its current obligations.

We maintain a certain amount of liquid SOL in the treasury, classified as current digital assets at fair value and a certain amount of cash to ensure that the Company is able to satisfy its current obligations.

We maintain a certain amount of unstaked liquid SOL in the treasury, classified as current digital assets at fair value and a certain amount of cash to ensure that the Company is able to satisfy its current obligations.

How We Earn Staking Rewards

To earn staking rewards, we delegate our SOL to leading Solana validators via Solana’s in-protocol delegation system.

This means we deposit our SOL tokens into a staking account, which is then delegated to a validator’s vote account.

To earn staking rewards, we delegate our SOL that is deposited within our custodian to leading Solana validators via Solana’s in-protocol delegation system.

This means we delegate our SOL tokens to a validator’s vote account, while our tokens stay within our custodian’s control.

We utilize native staking only, and stake to top validators who have demonstrated a track record of high performance, high yield generation, and attractive delegator economics.

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While certain entities such as Solana Labs, Inc.

(“Solana Labs”) and the Solana Foundation have influence over the Solana network’s development and governance (which was particularly true during the network’s early years), no single entity owns or operates the Solana network, the infrastructure of which is collectively maintained by a decentralized user base.

and the Solana Foundation have influence over the Solana network’s development and governance (which was particularly true during the network’s early years), no single entity owns or operates the Solana network, the infrastructure of which is collectively maintained by a decentralized user base.

The Solana network allows the creation and exchange of tokens, including SOL, which are recorded on the Solana network.

SOL can be used to pay for goods and services, including to send a transaction on the Solana network, or it can be swapped to other tokens or converted to fiat currencies, such as the U.S.

SOL can be used to pay for goods and services, including to sending a transaction on the Solana network, or it can be swapped for other tokens or converted to fiat currencies, such as the U.S.

dollar, at rates determined on digital asset trading platforms or in individual end-user-to-end-user transactions under a market-based system.

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Proof-of-history enables leaders to know when it’s their turn to produce a block, rather than requiring the entire network to first come to an agreement on the prior block before the leader can begin their work.

Solana is expected to undergo it's Alpenglow upgrade in late 2026, which will remove proof-of-history from Solana's consensus mechanism.

In addition to the proof-of-history mechanism, the Solana network uses a proof-of-stake consensus mechanism to incentivize SOL holders to validate transactions.

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Malfunctions that cause validators to go offline and, in turn, inhibit them from performing their duties can result in financial penalties.

Any malicious activity, such as making incorrect attestations or otherwise violating protocol rules results may result in lower rewards or the lost opportunity to gain rewards.

Any malicious activity, such as making incorrect attestations or otherwise violating protocol rules may result in lower rewards or the lost opportunity to gain rewards.

The penalty varies depending on the type of offense and correlation to potential offenses by other validators.

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When a validator confirms a transaction, the validator and any associated stakers receive a fee.

During the course of ordering transactions and validating blocks, validators may be able to prioritize certain transactions in return for increased transaction fees, an incentive system known as “Maximal Extractable Value” or “MEV.” For example, in blockchain networks that facilitate DeFi protocols in particular, such as the Solana network, users may attempt to gain an advantage over other users by offering greater transaction fees.

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

During the course of ordering transactions and validating blocks, validators may be able to prioritize certain transactions in return for increased transaction fees, an incentive system known as “Maximal Extractable Value” or “MEV.” For example, in blockchain networks that facilitate DeFi protocols, such as the Solana network, users may attempt to gain an advantage over other users by offering greater transaction fees.

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

Staking rewards on the Solana network are determined by the protocol and are distributed to validators and their associated stakers based on the proportion of their stake relative to the total active stake in the network.

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Our management team reviews the Company’s short-term obligations and excess cash available to dedicate to the Treasury Strategy.

When it is determined that the Company has excess cash available to dedicate to the Treasury Strategy, we deploy that capital into one of our custodians and through acquisition strategies with the custodians and our asset manager.

We acquire the SOL over several days or weeks to maximize the number of SOL that is acquired with the capital deployed.

If it is determined that the treasury needs to liquidate part of its SOL, the same process of selling the SOL into the market would be used.

The Company has not reduced its treasury or sold any of its SOL staking rewards to date.

Use of Custodians and Storage of SOL Tokens

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We also maintain a custodial relationship with Coinbase, Inc.

and are in the process of distributing our treasury to different custodians and onboarding other qualified custodians to ensure that we mitigate our Solana treasury risk through the use of several qualified custodians.

and a few other custodians.

Storage of Our Digital Assets in our SOL Treasury

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The Custodian accounts are all opened by the Company, this segregates our assets into an individual custodian account owned by the Company and access is monitored and controlled by the Company.

Our Asset Management Company is given access to the Custodian accounts with established controls to ensure transactions require consensus of a minimum of two individuals when assets are being transferred between wallets and additional controls if an asset of the Treasury is moved out of the Custodians control.

The assets go through the Custodians Trust Company, which maintains its own insurance and is regulated by their respective state where the trust is incorporated in.

Our primary custodian is currently BitGo Trust Company, Inc.

a South Dakota corporation (“BitGo”) and is regulated by the state of South Dakota.

Our primary custodian is currently BitGo Bank & Trust, National Association, a national banking association chartered under the laws of the United States (“BitGo”), authorized by the Office of the Comptroller of the Currency (OCC), which is federally regulated.

On May 1, 2025, we entered into a Custodial Services Agreement with BitGo (the “BitGo Agreement”) to hold our digital currency.

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BitGo maintains a $250,000,000 policy against loss, theft, and misuse.

Currently we have approximately $253,000,000 of treasury value at Bitgo, based on the SOL price of $202.51 per token.

On June 30, 2026, we have approximately $165,300,682 of treasury value at BitGo, based on the SOL price of $73.52 per token.

Coinbase has an insurance policy for any cash held in the account of $250,000.

We currently have less than $250,000 of cash held at Coinbase and less than $6,000,000 in SOL value, based on the SOL price of $202.51 per token.

At the current price of SOL as of the date of this report, these policies are not adequate to fully cover the full loss of our SOL.

We currently do not have a material amount of cash or SOL held at Coinbase.

If there was a major event resulting in a significant loss of assets held at our custodians, these policies are unlikely adequate to fully cover the loss of our assets held at the custodian.

Solana, as with all digital assets, can be highly volatile.

Management reviews the account balances and the total value held with custodians to allocate the Company’s holdings between multiple accounts and custodians to mitigate risk.

Management reviews the account balances and the total value held with a custodian to allocate the Company’s holdings between multiple accounts and custodians to mitigate risk.

We do not use self-storage for any of the SOL treasury assets.

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Our Custodians maintain their own insurance policies to cover our loss, which is in addition to the policies that we maintain ourselves.

We currently have two qualified Custodians that we have approved for our treasury use and we are in the process of onboarding a third as part of our risk management process.

We currently have three qualified Custodians that we have approved for our treasury use.

The Company is charged for storage fees, staking fees and transaction fees for services specifically requested by the Company or the Asset Management Company.

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inflationary rewards, transaction/priority fees, and maximal extractable value (MEV).

Inflationary rewards started out at 8.0%, currently sit at 4.3%, and will fall 15% every epoch-year until it reaches a long-term floor of 1.5%.

There are currently 27.2m locked SOL, representing 6.7% of the total SOL supply with various vesting schedules.

Inflationary rewards started out at 8.0%, currently sit at 3.7%, and will fall 15% every epoch-year (30% every epoch-year once the recently passed SIMD-0550 is implemented) until it reaches a long-term floor of 1.5%.

There is currently 18.5m locked SOL, representing 2.9% of the total SOL supply with various vesting schedules.

Historically, 50% of all transaction fees were burned (with the other 50% going to the validator), but now all transaction fees go to the validator after the passage and adoption of Solana Improvement Document 96 (SIMD-96).

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Asset Management Agreement

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”).

According to the Asset Management Agreement, the Asset Manager will invest the Account Assets, including any funds raised in accordance with the funding allocation provided in the Asset Management Agreement, principally with a long-only strategy primarily in Solana, including staking (and restaking0 Solana to improve returns (the “SOL Treasury Strategy”).

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 and in good faith, by reference to, where applicable, available prices on Coinbase as of 12:00 UTC on such day.

For any asset prices not available on Coinbase, the Asset Manager shall determine the value of such assets in a commercially reasonable manner and in good faith by reference to reputable industry sources.

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 was to provide discretionary investment management services with respect to certain defined assets (the “Account Assets”).

According to the Asset Management Agreement, the Asset Manager was to invest the Account Assets principally with a long-only strategy primarily in Solana, including staking (and restaking) Solana to improve returns (the “SOL Treasury Strategy”).

The Company would 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 was 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 and in good faith, by reference to, where applicable, available prices on Coinbase as of 12:00 UTC on such day.

For any asset prices not available on Coinbase, the Asset Manager was required to determine the value of such assets in a commercially reasonable manner and in good faith by reference to reputable industry sources.

As compensation for services rendered by the Asset Manager, 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:

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(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 to terminate the SOL Treasury Strategy.

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.

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

In response, on October 27, 2025, the Asset Manager provided the Company notice that it believed the Company had defaulted under the Asset Management Agreement.

The Company disputes the Asset Manager’s allegations and disputes that it has defaulted under the Asset Management Agreement.

As such, on November 26, 2025, the Company filed an arbitration demand, instituting an arbitration proceeding against the Asset Manager with respect to the Asset Management Agreement (the “Arbitration”).

On December 30, 2025, the Asset Manager filed counterclaims in the Arbitration asserting certain damages.

The Company intends to vigorously defend against these counterclaims.

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

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

As a brand owner specializing in the development, manufacturing, and distribution of consumer products, we have developed or purchased certain brands that we continue to develop.

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From fortifying your immune system, to sharpening cognition, to combating the rigors of daily stress, our products are designed to deliver full-body wellness and convenience with every serving.

At Moonwlkr, we craft cannabinoid experiences that take you beyond the ordinary.

By combining award-winning natural flavors and one-of-a-kind blends, we invite you to feel the thrill of the unknown, the calm of weightless relaxation, or the anticipation of a new adventure.

At Gumi Labs we manufacture gummies and other products supporting our health and wellness products, including those products manufactured with hemp ingredients.

Our manufacturing facility has been moved to Florida and is at full capacity as of August of 2024.

Upexi Distribution

At Upexi Distribution, we manage the warehousing and logistic needs of the Company and provide storage, consolidation, assembly, Amazon preparation, distribution and fulfilment services to our brands and our manufacturing operation.

The Company operates manufacturing and/or distribution centers supporting health and wellness products, including those products manufactured with hemp ingredients and our overall distribution operations.

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July 2025 - The Company consummated a $50 million private placement offering and a $151.2 million convertible note offering in consideration for the exchange of Solana to continue to build its SOL treasury strategy.

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.

Digital Asset Treasury

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federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems.

Many states legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.

The CFTC takes the position that some digital assets fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended, or CEA.

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As noted above, activities involving Solana and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope.

Consumer Products Business

In the United States, hemp products that are manufactured by Upexi are regulated by the U.S.

Food and Drug Administration, the Federal Trade Commission, the United States Department of Agriculture (“USDA”), and various state agencies within the individual states.

As an initial matter, the hemp products manufactured and distributed by Upexi must meet the requirements of the Agricultural Improvement Act of 2018 (the “Farm Bill”).

Under the Farm Bill, all hemp products must contain no more than 0.3% of 9-delta-tetraydrocannabidiols (“9-delta”) on a dry weight basis.

To ensure compliance with this provision, Upexi requires all hemp products it manufactures and distributes to contain no more than 0.3% of all tetraydrocannabidiols not simply 9-delta.

The Farm Bill also requires that Upexi only use hemp manufacturers/producers that are duly licensed under state law or pursuant to the regulations issued by the USDA.

Consequently, the Company processes, develops, manufactures, and sells its products pursuant to the Farm Bill.

CBD products manufactured and distributed by Upexi Inc.

must also meet the requirements of the federal Food, Drug, and Cosmetic Act (“FDCA”) and the federal Food and Drug Administration’s (the “FDA”) regulations implementing the FDCA.

While neither the FDCA nor FDA has specific provisions that relate to the marketing of hemp products, the products are subject to the general adulteration and labeling provisions of the FDCA and FDA’s regulations depending on whether the product is marketed as a cosmetic, dietary supplement or food.

The permissibility of hemp products containing cannabinoids remains in a state of flux.

The FDA has issued guidance titled “FDA Regulation of Cannabis and Cannabis-Derived Products, Including Cannabidiol (CBD)” pursuant to which the FDA has taken the position that cannabidiol (“CBD”) is prohibited from use as an ingredient in a food or beverage or as a dietary ingredient in or as a dietary supplement based on several provisions of the FDCA.

In the definition of “dietary supplement” found in the FDCA at Section 201(ff), an article authorized for investigation as a new drug, antibiotic, or biological for which substantial clinical investigations have been instituted and for which the existence of such investigations has been made public, is excluded from the definition of dietary supplement.

A similar provision in the FDCA at 301(ll) makes it a prohibited act to introduce or deliver into commerce any food with a substance that was investigated as a new drug prior to being included in a food.

There are no similar exclusions for the use of CBD in non-drug topical products, as long as such products otherwise comply with applicable laws.

The FDA created a task force to address the further regulation of CBD and other cannabis-derived products and is currently evaluating the applicable science and pathways for regulating CBD and other cannabis-derived ingredients.

Additionally, various states have enacted state-specific laws pertaining to the handling, manufacturing, labeling, and sale of CBD and other hemp products.

Compliance with state-specific laws and regulations could impact our operations in those specific states.

It is important to note that FDA has not taken any specific positions regarding the regulatory status of other cannabinoids, for example CBDA, CBDG, and CBDN.

Finally, the Federal Trade Commission is the agency that is vested with ensuring that all marketing claims for hemp products are truthful and non-misleading.

Our Treasury Strategy

The Company has adopted a treasury policy under which the principal holding in its treasury reserve on the balance sheet will be allocated to digital assets, and specifically long term strategy of holding Solana (“SOL”) by applying a proven public-market treasury model to an asset that we believe is earlier in its lifecycle, structurally reflexive, and vastly underexposed.

Upexi is a brand owner specializing in the development, manufacturing, and distribution of consumer products.

Upexi is a brand owner specializing in the development and distribution of consumer products.

We reach consumers through our direct-to-consumer network, wholesale partnerships, and major third-party platforms like Amazon.

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Our Competitive Strengths

We attribute our success to our consumer products by controlling each phase of the process from manufacturing to order fulfillment.

As the manufacturer of our primary products, we can control our costs and improve profitability at each step of the process, starting with the development of new products.

Our products take priority in terms of manufacturing, give us a higher inventory turnover rate, and accelerate the timeline for new product launches.

In addition, we can adjust to market demands and change production schedules to ensure we maintain optimized inventory levels.

We attribute our success to our consumer products by reducing costs at each phase of the process from manufacturing to order fulfillment.

Our primary sales channel is our eCommerce site, and our marketing team is led by an expert in online direct to consumer sales as she has been with the brand since its inception.

We have the ability to direct product manufacturing and increase sales with special promotions and product variations with little or no delay in bringing the product to market.

Our direct-to-consumer focus reduces the overall supply costs as we do not have retail outlets or maintain distribution networks for small retail operations.

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Our direct-to-consumer business is expected to be our growth driver for the next several years with additional brands and products.

Talent acquisition.

A large part of our acquisition process is to not only evaluate the brand/product offerings, but to understand the team that has been responsible for its success.

In a tough market for hiring, this has proven to be a strategic method for bringing on talent.

We not only get a great brand, but look to retain the personnel, often the heartbeat of said brand, give them resources, and even utilize them for other brands that we have launched internally or acquired.

We strongly believe that continued success relies on a growing team of experts across various industries.

There is heavy competition in our products.

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We will focus on profitability, and grow efficiently, without the requirement of additional capital.

The Company has 59 full-time employees as of June 30, 2025 working out of its headquarters in Tampa, Florida, its Odessa, Florida, manufacturing facility, its distribution warehouse in Tampa Florida or individuals’ home-based offices.

Emerging Growth Company Status

We are an emerging growth company under the Jumpstart our Business Startups (JOBS) Act of 2012.

We shall continue to be deemed an emerging growth company until the earliest of:

The last day of our fiscal year during which our total annual gross revenues exceed $1,235,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics);

The last day of our fiscal year in which the fifth anniversary of the first sale of our common equity securities pursuant to an effective IPO registration statement occurred;

The date on which the company has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt;

The date on which the company qualifies as a ‘large accelerated filer’, as defined in section 240.12b-2(2) of title 46, Code of Federal Regulations, or any successor thereto.

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002.

Section 404(a) requires issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting.

This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company, we are also exempt from Section 14A and B of the Securities Exchange Act of 1934, which require shareholder approval of executive compensation and golden parachutes.

These exemptions are also available to us as a smaller reporting company that qualifies as a non-accelerated filer.

The Company has 10 full-time employees as of June 30, 2026 working out of its headquarters in Tampa, Florida or individuals’ home-based offices.

Where You Can Find More Information

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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-K

Item 1. Business