# Upexi, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Upexi, Inc.](/companies/upxi.md) (CIK 1775194)
- Form: 10-Q
- Filed: 2025-05-16
- Accepted by EDGAR: May 16, 2025, 06:44 ET
- Period: 2025-03-31
- Accession: 0001477932-25-003866
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1775194/000147793225003866/upxi_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1775194/000147793225003866/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $1.6m | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2024-07-01 to 2025-03-31 | $4.1m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $1.6m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2024-07-01 to 2025-03-31 | $7.5m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$3.6m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2024-07-01 to 2025-03-31 | −$6.0m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-07-01 to 2025-03-31 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | −$3.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$2.87 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-07-01 to 2025-03-31 | −$5.92 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$2.87 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-07-01 to 2025-03-31 | −$5.92 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 1,336,373 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-07-01 to 2025-03-31 | 1,140,995 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-07-01 to 2025-03-31 | −$4.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2024-07-01 to 2025-03-31 | $198.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Current assets | at 2025-03-31 | $4.0m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $15.1m | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $10.8m | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2025-03-31 | $1.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 15,226 characters.

### General Overview

As used in this current report and unless otherwise indicated, the terms “we”, “us” and “our” mean Upexi, Inc.

The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date.

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

For the three and nine months ended March 31, 2024, the condensed consolidated financial statements of Upexi, Inc. include all of the subsidiary accounts included in the condensed consolidated financial statements for the three and nine months ended March 31, 2024.

Interactive Offers, LLC a Delaware limited liability corporation; VitaMedica, a Nevada corporation; and E-Core Technology, Inc. d/b/a New England Technology, Inc. have been classified as discontinued operations for the three and nine months ended March 31, 2024 and the assets and liabilities have been classified as current assets, and liabilities of discontinued operations and assets held for sale on the balance sheets for March 31, 2024. There were no operations, assets or liabilities related to these discontinued operations for the three and nine months ended March 31, 2025.

All intercompany accounts and transactions have been eliminated as a result of the consolidation.

### Operating Segments

The Company’s financial reporting is organized into a single segment that includes production, sales and distribution of branded products, following the sale of E-Core, Technology Inc. and its subsidiaries. Other sources of revenue and related costs are aggregated and viewed by management as immaterial or have similar economic characteristics, products, production, distribution processes and regulatory environment as the other product sales or directly support the Company’s single segment.

### Results of Operations

The following summary of the Company’s operations should be read in conjunction with its unaudited condensed consolidated financial statements for the three months ended March 31, 2025 and 2024, which are included herein.

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### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

|  | March 31 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Revenue | $3,160,480 | $5,223,242 | $(2,062,762) |
| Cost of revenue | $1,601,374 | $3,955,559 | $(2,354,185) |
| Sales and marketing expenses | $1,039,299 | $1,275,974 | $(236,675) |
| Distribution costs | $990,049 | $2,061,469 | $(1,071,420) |
| General and administrative expenses | $2,618,639 | $1,790,611 | $828,028 |
| Other operating expenses | $474,335 | $1,177,801 | $(703,466) |
| Other expenses (income) | $(268,444) | $754,668 | $(1,023,112) |
| Net (loss) gain on the sale of business | $- | $(103,263) | $103,263 |
| Net income (loss) from discontinued operations | $- | $268,155 | $(268,155) |
| Net (loss) income from continuing operations | $(3,831,660) | $(4,118,612) | $286,952 |

Revenues declined by $2,062,762 or 39% to $3,160,480 compared with revenue of $5,223,242 in the same period last year. Approximately $1,900,000 of the decline was related to the strategic shift away from recommerce business with the ongoing manufacturing and branded products remaining consistent. Management has augmented the overall strategy of the Company to focus on product sales, including the development, production and distribution of branded products.

Cost of revenue decreased by 2,354,185 or 60% compared with the same period last year. The cost of revenue decrease is directly related to the sales declines described above. The gross profit increased by approximately $290,000 compared with the same period last year, and the gross profit margin increased approximately 25% to 49% compared to 24% from the same period last year. There were inventory reserves increases to account for the limited recovery of recommerce products that are not able to be sold through channels such as Amazon. Management expects the trend to continue with the focus on sales of branded products.

Sales and marketing expenses decreased by $236,675 or 19% compared with the same period last year. The decrease in sales and marketing expenses was primarily related to the reduction of unnecessary agency expenses and a focused strategy on our core products.

Distribution costs decreased by $1,071,420 or 52% compared with the same period last year. The decrease in distribution costs was primarily related to the overall decline in the recommerce revenue. Management will continue to reduce overall distribution costs with the consolidation of products and facilities.

General and administrative expenses increased by $828,028 or 46% compared with the same period last year. Since the consolidation to Florida and other changes in the business, management has actively been reducing general and administrative costs. During the three months ended March 31, 2025 management reserved accounts receivables owed by Amazon that has been holding the funds for over 90 days. Management is unable to reasonably estimate the recovery of these funds and has place a full reserve on these amounts due. In addition, the Company has had significantly more legal and auditing costs during the period that are not expect to continue past June 30, 2025. Management expects that general and administrative expenses to return to normal levels as the restructuring of the operations is significantly complete as of May 1, 2025 and reserves have been already been increased to reserve assets that may not be fully realized.

Other operating expenses decreased by $703,466 or 60%, compared with the same period last year. The decrease was primarily related to the impairment of intangibles at the end of the prior year, which drastically reduced amortization expense for the current period of acquired intangible assets and the decreased amortization of stock-based compensation.

Other expenses, which is primarily interest decreased by $1,023,112 or 136% compared with the same period last year. The decrease in interest expense was primarily related to the elimination of the acquisition debt on continuing entities for E-core and VitaMedica in the prior year.

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A loss of $103,263 was recognized on the sale of Interactive offers and there was net income from discontinued operations of $81,978 and $186,177 from VitaMedica and E-core, respectively for the three months ended March 31, 2024.

The Company had a net loss of $3,831,660 for the three months ended March 31, 2025 compared to a loss of $4,118,612 for the three months ended March 31, 2024. The decrease in the net loss is primarily related to the above-mentioned changes.

### Nine Months Ended March 31, 2025 Compared to Nine Months Ended March 31, 2024

|  | March 31 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Revenue | $11,522,487 | $20,960,812 | $(9,438,325) |
| Cost of revenue | $4,059,207 | $9,696,598 | $(5,637,391) |
| Sales and marketing expenses | $3,030,687 | $4,578,950 | $(1,548,263) |
| Distribution costs | $3,722,196 | $6,693,573 | $(2,971,377) |
| General and administrative expenses | $5,534,919 | $4,953,300 | $581,691 |
| Other operating expenses | $1,147,058 | $4,133,293 | $(2,986,235) |
| Other expenses (income) | $(786,967) | $26,347 | $(813,314) |
| Net (loss) gain on the sale of business | $- | $237,670 | $(237,670) |
| Net income (loss) from discontinued operations | $- | $917,966 | $(917,966) |
| Net (loss) income from continuing operations | $(6,758,547) | $(7,912,919) | $1,153,805 |

Revenues declined by $9,438,325 or 45% to $11,522,487 compared with revenue of $20,960,812 in the same period last year. Approximately $8,277,000 of the decline was related to the strategic shift away from recommerce business and approximately $1,161,000 net decline in our branded products and manufacturing. Management expects that these declines are temporary as the primary factor was the transition and consolidation of the business to facilities in Florida. Management has augmented the overall strategy of the Company to focus on product sales, including the development, production and distribution of branded products.

Cost of revenue decreased by $5,637,391 or 58% compared with the same period last year. The cost of revenue decrease is directly related to the sales declines described above. The gross profit decreased by approximately $3,800,000 compared with the same period last year, although the gross profit margin increased approximately 11% to 64% compared to 54% from the same period last year. Management expects the trend to continue with the focus on sales of branded products.

Sales and marketing expenses decreased by $1,548,263 or 34% compared with the same period last year. The decrease in sales and marketing expenses was primarily related to the reduction of unnecessary agency expenses and a focused strategy on our core products.

Distribution costs decreased by $2,971,377 or 44% compared with the same period last year. The decrease in distribution costs was primarily related to the overall decline in the recommerce revenue. Management will continue to reduce overall distribution costs with the consolidation of products and facilities.

General and administrative expenses increased by $581,691 or 12% compared with the same period last year. During the nine months ended March 31, 2025 there were costs associated with the change in strategy and management reserved accounts receivables owed by Amazon that has been holding the funds for over 90 days. Management is unable to reasonably estimate the recovery of these funds and has place a full reserve on these amounts due. In addition, the Company has had significantly more legal and auditing costs during the period that are not expect to continue past June 30, 2025. Management expects that general and administrative expenses to return to a more consistent level compared to operations as management is focused on the current treasury strategy and the restructuring and the redundant costs have been eliminated as of May 1, 2025.

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Other operating expenses decreased by $2,986,235 or 72% compared with the same period last year. The decrease was primarily related to the impairment of intangibles at the end of the prior year, which drastically reduced amortization expense for the current period of acquired intangible assets, and the decreased amortization of stock-based compensation.

Other expenses, which is primarily interest decreased by $813,314 or 3087% compared with the same period last year. The decrease in interest expense was primarily related to the elimination of the acquisition debt on continuing entities for the sale E-core and VitaMedica in the prior year.

The Company had a net loss of $6,758,547 for the nine months ended March 31, 2025 compared to a loss of $7,912,919for the nine months ended March 31, 2024. The decrease in the net loss is primarily related to the above-mentioned changes.

### Liquidity and Capital Resources

#### Working Capital

|  | As of March 31, 2025 | As of June 30, 2024 |
| --- | ---: | ---: |
| Current assets | $3,968,157 | $11,419,918 |
| Current liabilities | 10,796,201 | 12,655,152 |
| Working capital | $(6,828,044) | $(1,235,234) |

#### Cash Flows

|  | Nine Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Cash flows used in operating activities – continuing operations | $(4,137,346) | $(3,700,706) |
| Cash flows provided by (used in) investing activities – continuing operations | 5,757,517 | (1,085,465) |
| Cash flows used in financing activities – continuing operations | (2,051,194) | (3,645,948) |
| Cash flows provided by (used in) operating activities – discontinued operations | - | 879,614 |
| Cash flows (used in) investing activities – discontinued operations | - | (70,000) |
| Cash flows provided by (used in) financing activities – discontinued operations | - | 3,284,532 |
| Net decrease in cash during the period | $(431,023) | $(4,267,973) |

On March 31, 2025, the Company had cash of $230,392 a decrease of $431,023 from June 30, 2024. The decrease in cash was primarily the operating losses, the increase in account receivable, decrease in deferred revenue and the increase in inventory. This was offset by the sale of the building and the collection of the purchase price for E-core.

Net cash from operating activities benefited from non-cash expenses of approximately $2,690,000, which was offset by the significant losses during the period. The negative cash flow from operations was anticipated by management as the Company augmented the overall strategy of the Company to return the Company to cash flow positive and reduce expenses.

Net cash provided by investing activities for the nine months ended March 31, 2025 was $5,757,517. For the nine months ended March 31, 2025 the primary cash provided was the sale of the building and the collection of the purchase price for E-core.

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Net cash flows used in financing activities for the nine months ended March 31, 2025 was $2,051,194 compared to $3,645,948 used during the nine months ended March 31, 2024, which was primarily offset by the cash provided by financing activities of discontinued operations. The loan on the building of $2,634,538 was repaid during the nine months ended March 31, 2025 and the Company received cash for the sale of Series A preferred stock and obtaining additional debt. The Company was also able to eliminate debt by issuing stock to the debt holders.

On April 24, 2025 the Company closed on a private placement offering to sell 35,970,383 shares of the Company’s common stock at an offering price of $2.28 per share and pre-funded warrants to purchase 7,889,266 shares of common stock at an offering price of $2.279 per share of the Company’s common stock that may be exercised at a per share price of $0.0001. The Company received approximately $92,586,000, net of broker fees, legal fees and other expenses incurred for the private placement.

We estimate that we will have sufficient working capital to fund our operations over the twelve months following the date of the issuance of these condensed consolidated financial statements and meet all of our debt obligations.

### Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

## Controls and procedures

As filed, 4,248 characters.

### Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2025 (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

In performing the above-referenced assessment, our management identified the following material weaknesses:

(i) inadequate segregation of duties consistent with control objectives; and

(ii) lack of multiple levels of supervision and review.

We believe the weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the appointment of additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies, by the end of our 2025 fiscal year as resources allow.

We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the current fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

### Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 12a-15(f) and 15d-15(f) under Exchange Act) that occurred during the quarter ended March 31, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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Filed May 16, 2025.
Source: SEC EDGAR, the filing index for accession 0001477932-25-003866. Last ingested by Listed: Nov 13, 2026, 16:18 ET. No prices; not investment advice.