UPXIUpexi

On March 14, 2024, Get Fit Fast Supplements, LLC, November 26, 2025, Upexi, Inc. filed for arbitration against Cygnet Online, LLC, and Eric Hanig. GSR Strategies LLC (“GSR”). The case is presently in active arbitration and is styled Get Fit Fast Supplements, LLC Upexi, Inc. v. Cygnet Online, GSR Strategies LLC, et al., American Arbitration Association Case No. 01-24-0003-1085. Association. The foregoing action, action stems from an Asset Management Agreement entered between Upexi and related actions that have been combined in the same arbitration, are GSR effective April 23, 2025 (the “AMA”) and principally a series of breach of contract and fraud cases related relates to the rights and obligations of the parties under the AMA, which was terminated by GSR effective December 26, 2025. Upexi seeks an award concluding the AMA be held void ab initio various transaction documents associated with declaratory judgments regarding Upexi’s rights under the acquisition by AMA, and damages related to GSR’s breaches of the Company of Cygnet Online, LLC, and the acquisition, prior thereto, by Cygnet Online, LLC of Get Fit Fast Supplements, LLC. The parties are AMA. GSR has asserted counterclaims seeking monetary damages in their various and indemnification. Upexi is vigorously prosecuting its claims and defending against all counterclaims against one another. The Company, on behalf of Cygnet, is vigorously defending all claims made against Cygnet in the arbitration. The Company is not a party to this arbitration. by GSR.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments expand ASU 2023-09 requires enhanced disclosures surrounding income tax disclosure requirements by requiring taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an entity annual basis, companies are required to disclose (i) specific categories in the rate reconciliation, (ii) reconciliation and provide additional information for reconciling items that meet a quantitative threshold, and (iii) threshold. Companies are also required to disclose, on an annual basis, the amount of income taxes paid paid, disaggregated by jurisdiction. The standard is effective for annual reporting periods beginning after December 15, 2024. federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The Company will adopt this guidance effective adopted ASU 2023-09 prospectively for the its annual reporting period beginning July 1, 2025 (fiscal year ended June 30, 2026). 2026. The adoption did not have an impact on the recognition or measurement of ASU 2023-09 will impact income taxes in the Company’s Consolidated Financial Statements and resulted in the enhanced disclosures but will not impact financial position nor results of operations. included in Note 15.

Net cash used in investing flows provided by financing activities was approximately $54.4 million for the years fiscal year ended June 30, 2026, as compared to net cash flows provided by financing activities of approximately $110.0 million for the fiscal year ended June 30, 2025. The primary driver of the change was the financing obtained from a capital raise occurring in each of July 2025 and 2024 was approximately $99,293,000 and use November 2025 for purposes of $3,376,000, respectively. The most significant use of cash in investing activities was the purchase of Solana for executing the Company’s digital asset treasury. strategy during the fiscal year ended June 30, 2026. This capital raise was offset by the collection of expenses incurred for the purchase price in the sale of E-core capital raise and the proceeds from expenses incurred for the sale convertible note obtained in a swap transaction for SOL. Other notable drivers include the exercise of the building. warrants that provided cash of approximately $0.1 million and cash used for common stock repurchases of approximately $2.8 million.

Historically, the crypto markets have been characterized by: by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets; relative anonymity; a developing regulatory landscape; potential susceptibility to market abuse and manipulation; compliance and internal control failures at exchanges; and various other risks inherent in its entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our Solana at favorable prices or at all. Further, Solana which we hold with our custodians does not enjoy the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, pursuant to the asset management agreement we entered into with the asset manager, we are currently and may generally be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered Solana or otherwise generate funds using our Solana holdings, including in particular during times of market instability or when the price of Solana has declined significantly. If we are unable to sell our Solana, enter into additional capital raising transactions using Solana as collateral, or otherwise generate funds using our Solana holdings, or if we are forced to sell our Solana at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.