Is UPXI diluting shareholders?

Read three numbers together: shares outstanding over time (70.3M as of 2026-05-11), warrants that can convert into new shares, and how much cash runway remains (~10.186067218945364 months). A company short on cash with live registrations is structurally likely to issue shares.

Where do these numbers come from?

SEC EDGAR only: the XBRL company-facts API for shares, warrants and cash, and filing metadata for registrations and pricings. Every figure shows its source form, and nothing here is estimated by us beyond the arithmetic stated next to it.

Why might a warrant tranche be missing from the table?

The tranche table is built from the dimensions the company tagged in its own 10-Q or 10-K XBRL. A tranche the filer chose not to dimension does not appear, and its absence proves nothing: the exhibits remain the ground truth. Everything shown carries the filing it came from.

Dilution profile // every instrument, one screen, from SEC filings

UPEXI, INC. (UPXI)

CIK 1775194 · all EDGAR filings →

Overall dilution risk

HIGHworst of 3 computed signals (offering ability)

= the worst band among the computed sub-ratings, no hidden weighting

not every sub-rating was computable; treat as a floor

Offering ability

HIGH$1029M registered

= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)

registered capacity, not remaining: amounts already taken down are not subtracted yet

Overhead supply

NOT COMPUTEDno warrant count tagged in XBRL

= warrant shares outstanding divided by current shares outstanding

absence of a tag is not proof of absence of warrants

Historical dilution

HIGH+288% O/S in 3y

= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative

a reverse-split-sized cliff is in this window; read the chart

Cash need

MEDIUM~10.2 months of runway

= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Latest: 70.3M shares as of May 11, 2026 (10-Q). Share count fell from 20.9M to 1.0M between Jul 5, 2024 and Dec 16, 2024, a pattern consistent with a reverse split (roughly 1-for-20); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

~10 months of cash left

burning $2.1M / quarter

Full breakdown: cash runway tool

Warrants

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

Note	Principal	Carrying	Conv. price	Rate	If converted
Convertible Notes	not tagged	$145.1M	not tagged	—	—

Notes exactly as the company dimensioned them in its 10-Q filed May 12, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Registrations and offerings

Registered offering capacity on live registrations: $1029.2Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jul 6, 2026$10.8M registeredfiling →

S-3Dec 22, 2025$1000.0M registeredfiling →

S-1Dec 2, 2025$18.4M registeredfiling →

Last 12 months: 5 executed · 15 registered.

UPDATEJul 16, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEJul 16, 2026SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDJul 6, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →

EXECUTEDJun 25, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDJun 24, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

EXECUTEDFeb 9, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

EXECUTEDFeb 4, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →

UPDATEFeb 4, 2026Resale prospectus — existing holders registering to sell424B7 →

EFFECTIVEJan 8, 2026SEC declared a registration effective — selling can beginEFFECT →

REGISTEREDDec 22, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →

UPDATEDec 8, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →

EFFECTIVEDec 5, 2025SEC declared a registration effective — selling can beginEFFECT →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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