UPEXI Files S-1/A for Continuous Securities Offering
Ticker: UPXI · Form: S-1/A · Filed: Jun 11, 2025 · CIK: 1775194
| Field | Detail |
|---|---|
| Company | Upexi, Inc. (UPXI) |
| Form Type | S-1/A |
| Filed Date | Jun 11, 2025 |
| Risk Level | high |
| Sentiment | neutral |
Sentiment: neutral
Topics: S-1/A Filing, Emerging Growth Company, Medicinal Chemicals, Botanical Products, Public Offering, SEC Filing, Small Cap
Related Tickers: UPXI
TL;DR
**UPEXI's S-1/A signals a capital raise, but as an emerging growth company, it's a high-risk, high-reward play for speculative investors.**
AI Summary
UPEXI, INC. (UPXI) filed an S-1/A on June 11, 2025, as an amendment to its registration statement for a proposed public sale of securities. The company, formerly known as GROVE, INC. until April 29, 2019, operates in the medicinal chemicals and botanical products industry (SIC 2833). UPEXI is headquartered in Tampa, FL, and is classified as a non-accelerated filer, smaller reporting company, and emerging growth company. The filing indicates a continuous offering pursuant to Rule 415 under the Securities Act of 1933. Allan Marshall serves as the President and Chief Executive Officer. The document does not contain specific financial figures for revenue or net income, nor does it detail recent business changes or strategic outlook beyond the intent to offer securities. Key risks are implicitly related to its status as an emerging growth company and the general uncertainties of a public offering.
Why It Matters
This S-1/A filing signals UPEXI's intent to proceed with a public offering, which could provide capital for growth and expansion in the competitive medicinal chemicals and botanical products sector. For investors, it represents a potential opportunity to invest in an emerging growth company, albeit with higher inherent risks due to its size and stage. Employees might see increased stability or growth opportunities if the offering is successful. The broader market gains another publicly traded entity in a sector experiencing significant innovation and demand.
Risk Assessment
Risk Level: high — UPEXI is classified as a 'smaller reporting company' and an 'emerging growth company,' which inherently carries higher risks due to limited operating history, fewer resources, and less stringent reporting requirements compared to larger, more established firms. The filing itself is an amendment to a registration statement, indicating the company is still in the process of becoming fully public, which involves regulatory hurdles and market uncertainties.
Analyst Insight
Investors should approach UPEXI with caution, recognizing its 'emerging growth company' status implies higher volatility and risk. Conduct thorough due diligence on the company's business model, financials (once available), and management team before considering any investment in its upcoming public offering.
Financial Highlights
- revenue
- $0
- operating Margin
- 0.0%
- total Assets
- $0
- total Debt
- $0
- net Income
- $0
- eps
- $0.00
- gross Margin
- 0.0%
- cash Position
- $0
- revenue Growth
- +0.0%
Key Numbers
- 2025-06-11 — Filing Date (Date the S-1/A amendment was filed with the SEC)
- 0001775194 — Central Index Key (CIK) (Unique identifier for UPEXI, INC. with the SEC)
- 2833 — SIC Code (Standard Industrial Classification for Medicinal Chemicals & Botanical Products)
- 833378978 — IRS Employer Identification Number (EIN) (Tax identification number for UPEXI, INC.)
- 2019-04-29 — Date of Name Change (Date GROVE, INC. changed its name to UPEXI, INC.)
Key Players & Entities
- UPEXI, INC. (company) — Registrant and issuer of securities
- Allan Marshall (person) — President and Chief Executive Officer of Upexi, Inc.
- Peter Campitiello (person) — Legal counsel from Lucosky Brookman LLP
- Lucosky Brookman LLP (company) — Legal firm providing counsel to Upexi, Inc.
- U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
- GROVE, INC. (company) — Former name of UPEXI, INC. until April 29, 2019
- Nevada (regulator) — State of incorporation for UPEXI, INC.
- 3030 North Rocky Point Drive, Suite 420, Tampa, FL 33607 (company) — Principal executive offices of UPEXI, INC.
- 701-353-5425 (dollar_amount) — Business phone number for UPEXI, INC.
- 333-287525 (dollar_amount) — Registration number for the S-1/A filing
FAQ
What is the purpose of UPEXI, INC.'s S-1/A filing?
The S-1/A filing by UPEXI, INC. is an amendment to its registration statement under the Securities Act of 1933, indicating a proposed public sale of securities on a delayed or continuous basis pursuant to Rule 415.
Who is the CEO of UPEXI, INC.?
Allan Marshall is identified as the President and Chief Executive Officer of UPEXI, INC., and also serves as the agent for service for the company.
What industry does UPEXI, INC. operate in?
UPEXI, INC. operates in the Medicinal Chemicals & Botanical Products industry, as indicated by its Standard Industrial Classification (SIC) Code 2833.
Is UPEXI, INC. considered an emerging growth company?
Yes, UPEXI, INC. has indicated by check mark that it is an 'emerging growth company,' as well as a 'non-accelerated filer' and 'smaller reporting company.'
When did UPEXI, INC. change its name from GROVE, INC.?
UPEXI, INC. formally changed its name from GROVE, INC. on April 29, 2019, according to the filing's former company data.
Where are UPEXI, INC.'s principal executive offices located?
UPEXI, INC.'s principal executive offices are located at 3030 North Rocky Point Drive, Suite 420, Tampa, FL 33607.
What is the significance of UPEXI, INC. being a smaller reporting company?
Being a 'smaller reporting company' means UPEXI, INC. is subject to scaled disclosure requirements, which can result in less detailed financial and operational information compared to larger public companies, potentially increasing investor risk.
What is the registration number for UPEXI, INC.'s S-1/A filing?
The registration number for UPEXI, INC.'s S-1/A filing is 333-287525, as stated on the cover page of the document.
What does a continuous offering under Rule 415 mean for UPEXI, INC.?
A continuous offering under Rule 415 allows UPEXI, INC. to offer and sell securities over an extended period, providing flexibility in timing its capital raises based on market conditions rather than a single, fixed offering date.
Who is the legal counsel for UPEXI, INC. regarding this filing?
Peter Campitiello of Lucosky Brookman LLP is listed as the legal counsel for UPEXI, INC. with copies of the filing directed to his firm.
Risk Factors
- Continuous Offering Uncertainty [medium — regulatory]: The company is registering securities for a continuous offering under Rule 415. This structure introduces ongoing uncertainty regarding the timing and volume of securities sales, potentially impacting market perception and share price stability.
- Lack of Financial Disclosures [high — financial]: The S-1/A filing does not provide specific financial figures for revenue or net income. This lack of transparency makes it difficult for investors to assess the company's financial health, performance, and valuation.
- Emerging Growth Company Status [medium — operational]: As an emerging growth company, UPEXI, INC. may not be required to comply with certain new or revised accounting standards. While this can offer flexibility, it also means financial reporting may not be as robust as for more established companies, potentially increasing investor risk.
Industry Context
UPEXI, INC. operates within the Medicinal Chemicals & Botanical Products industry (SIC 2833). This sector is characterized by research-intensive companies focused on developing and manufacturing pharmaceutical ingredients, plant-derived compounds, and related products. The competitive landscape can be intense, with established pharmaceutical giants and specialized biotech firms vying for market share. Trends often involve advancements in drug discovery, natural product extraction, and regulatory approvals.
Regulatory Implications
As a registrant with the SEC and an emerging growth company, UPEXI, INC. must adhere to specific disclosure requirements. The continuous offering under Rule 415 implies ongoing compliance obligations related to prospectus updates and sales reporting. Its status as a non-accelerated filer and smaller reporting company means it benefits from scaled-down reporting requirements, but still faces scrutiny regarding financial transparency and corporate governance.
What Investors Should Do
- Seek further financial disclosures.
- Monitor continuous offering activity.
- Evaluate management's strategic plans.
Key Dates
- 2025-06-11: Filing of S-1/A Amendment — Indicates the company is actively pursuing a public offering of securities, providing an updated registration statement for potential investors.
- 2019-04-29: Name Change from GROVE, INC. to UPEXI, INC. — Marks a significant corporate identity change, potentially signaling a shift in strategy or focus, though details are not provided in this filing.
Glossary
- S-1/A
- An amendment to a registration statement filed with the SEC. It's used to update or correct information previously submitted. (This is the primary document UPEXI, INC. is using to register its securities for public sale, indicating ongoing efforts to go public or raise capital.)
- Rule 415
- A rule that allows companies to register securities for a continuous or delayed offering. This means securities can be sold over time as market conditions permit. (UPEXI, INC. is utilizing this rule, suggesting a flexible approach to its public offering rather than a single, immediate sale of all securities.)
- Emerging Growth Company
- A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. They are subject to reduced disclosure requirements. (UPEXI, INC. qualifies for this status, which impacts the level of detail and compliance required in its SEC filings, potentially affecting investor due diligence.)
- Non-accelerated Filer
- A filer that does not meet the requirements to be an accelerated filer, typically having less than $75 million in public float. They have longer deadlines for filing annual and quarterly reports. (This classification indicates UPEXI, INC. is a smaller public company with potentially less frequent reporting requirements compared to larger filers.)
- Smaller Reporting Company
- A company that meets certain criteria, including having a public float of less than $250 million or annual revenues of less than $100 million. They have scaled-down disclosure requirements. (This designation, along with 'emerging growth company' and 'non-accelerated filer,' reinforces UPEXI, INC.'s status as a smaller entity with reduced regulatory burdens.)
Year-Over-Year Comparison
This filing is an S-1/A amendment, indicating it's an update to a previous registration statement. As no prior financial data is presented in this specific amendment, a direct comparison of key metrics like revenue growth or margin changes to a prior year is not possible from this document alone. However, the amendment confirms the company's intent to proceed with a public offering and reiterates its status as an emerging growth company, non-accelerated filer, and smaller reporting company, which are consistent characteristics.
Filing Details
This Form S-1/A (Form S-1/A) was filed with the SEC on June 11, 2025 by Allan Marshall regarding UPEXI, INC. (UPXI).