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

UPEXI, INC. (UPXI)

CIK 1775194 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
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
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+303% 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
HIGH~4.1 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

2021-09-272026-09-15

Latest: 82.1M shares as of Sep 15, 2026 (10-K).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-09-15
HowThe newest cover-page count as filed, whatever its age. The float checker applies a 200-day freshness rule and sets this beside the balance-sheet count.
Open the source document →
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

~4 months of cash left

critical · burning $5.2M / quarter

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 168,134 underlying shares, as reported Jun 30, 2026 (10-K).

Reported exercise price: $0.00001 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 82.3M = 82.1M O/S + 168,134 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Notesnot tagged$146.0Mnot tagged——

Notes exactly as the company dimensioned them in its 10-K filed Sep 17, 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.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding82.1MSep 15, 2026
+ Warrants (aggregate, as tagged) (if exercised)168,134Jun 30, 2026
Fully diluted estimate82.3M+0.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

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 · 3 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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