10-K 0001477932-26-005668 (2026-09-17) vs 10-K 0001477932-25-006996 (2025-09-24)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 11,496 |
18.8% |
| MD&A | Item 7 | 3,432 |
41.2% |
| Legal Proceedings | Item 3 | 791 |
38.4% |
| Accounting Policies | Item 8, Note 2 – Significant Accounting Policies | 5,697 |
23.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 193 words changed in this paragraph; it is 31% similar to last year's version.
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.
Source: Item 3, 10-K 0001477932-26-005668 vs Item 3, 10-K 0001477932-25-006996
Accounting Policies 156 words changed in this paragraph; it is 39% similar to last year's version.
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.
Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0001477932-26-005668 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0001477932-25-006996
MD&A 140 words changed in this paragraph; it is 31% similar to last year's version.
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.
Source: Item 7, 10-K 0001477932-26-005668 vs Item 7, 10-K 0001477932-25-006996
Risk Factors 64 words changed in this paragraph; it is 84% similar to last year's version.
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.
Source: Item 1A, 10-K 0001477932-26-005668 vs Item 1A, 10-K 0001477932-25-006996
Every change, by type
Sentences and paragraphs of UPXI's Risk Factors and MD&A, 10-K 2026-09-17 against 10-K 2025-09-24.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Although we do not currently satisfy the stockholders' equity requirement of Rule 5550(b)(1), we believe we are in compliance with Nasdaq's continued listing requirements because we satisfy the alternative Market Value of Listed Securities Standard set forth in Rule 5550(b)(2), which requires a minimum market value of listed securities of at least $35,000,000. As of September 8, 2026, the market value of our listed securities was approximately $85.0 million. A company listed on The Nasdaq Capital Market must meet at least one of the three standards set forth in Rule 5550(b) - the Equity Standard, the Market Value of Listed Securities Standard, or the Net Income Standard - in addition to the other continued listing requirements under Rule 5550(a).
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
Fluctuations in the price of Solana may significantly influence the market price of our common stock.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
To the extent investors view the value of our common stock as linked to the value or change in the value of our Solana treasury, fluctuations in the price of Solana may significantly influence the market price of our common stock. Solana is a highly volatile asset that has traded as low as $60 and as high as $253 in the 12 months preceding the date of this Annual Report. The impact of our Solana treasury on our financial results and the market price of our common stock is likely to increase as we increase our overall holdings of our Solana treasury in the future.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
A significant decrease in the market value of our Solana could adversely affect our ability to satisfy our financial obligations.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
As part of our Solana treasury strategy, we expect to incur or continue to incur additional indebtedness and fixed charges. We do not expect our consumer products business to generate sufficient cash flow from operations to satisfy our financial obligations over the next twelve months. In such a case, we intend to fund our obligations using cash proceeds from equity or debt financings. Our ability to obtain equity or debt financing may in turn depend on, among other factors, the value of our Solana treasury holdings, investor sentiment and the general public perception of Solana, our strategy and our value proposition. Accordingly, a significant decline in the market value of our Solana treasury holdings or a negative shift in these other factors may create liquidity and credit risks, as such a decline or such shifts may adversely impact our ability to secure sufficient equity or debt financing to satisfy our financial obligations, including our debt and cash dividend obligations. These risks could materialize at times when Solana is trading below its value on our most recent balance sheet or our cost basis.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
As Solana constitutes the vast bulk of assets on our balance sheet, if we are unable to secure equity or debt financing in a timely manner, on favorable terms, or at all, we may be required to sell Solana to satisfy our financial obligations, and we may be required to make such sales at prices below our cost basis or that are otherwise generally unfavorable. Any such sale of Solana may have a material adverse effect on our operating results and financial condition, and could impair our ability to secure additional equity or debt financing in the future. Our inability to secure additional equity or debt financing in a timely manner, on favorable terms or at all, or to sell our Solana holdings in amounts and at prices sufficient to satisfy our financial obligations, including our debt service, could cause us to default under such obligations. Any default on our current or future indebtedness could have a material adverse effect on our financial condition.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
Our Solana treasury strategy exposes us to various risks, including the following:
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
Solana and other digital assets are subject to significant legal, commercial, regulatory, and technical uncertainty, and our Solana strategy subjects us to enhanced regulatory oversight;
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
Regulatory changes could impact our ability to operate validators in the future should we decide to do so or receive rewards;
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
Regulatory scrutiny of the Company’s activities may increase, potentially limiting our operations;
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
Potential litigation risks exist related to smart contract vulnerabilities, validator operations, or our business activities;
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedRisk Factors
Uncertainty around Solana’s regulatory status may impact our ability to list on certain exchanges;
Read it in 10-K 2026-09-17 at sec.gov ↗
RemovedRisk Factors
Increases in costs, disruption of supply or shortage of raw materials could harm our business.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. We use various raw materials in our business including industrial hemp, pecmate, pectin and other raw materials used in the product manufacturing process. The prices for these raw materials fluctuate depending on market conditions and global demand for these materials and could adversely affect our business and operating results. Substantial increases in the prices for our raw materials increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increased prices for our products.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in this annual report and our periodic reports and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited consolidated financial statements in this annual report. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Common Stock held by non-affiliates exceeds $700.0 million as of any December 31 before that time or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, after which, in each case, we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
The Company believes that its continued success will depend upon the availability of raw materials that permit the Company to meet its labeling claims and quality control standards. The supply of our industrial hemp is subject to the same risks normally associated with agricultural production, such as climactic conditions, insect infestations and availability of manual labor or equipment for harvesting. Any significant delay in or disruption of the supply of raw materials could substantially increase the cost of such materials, could require product reformulations, the qualification of new suppliers and repackaging and could result in a substantial reduction or termination by the Company of its sales of certain products, any of which could have a material adverse effect upon the Company. Accordingly, there can be no assurance that the disruption of the Company’s supply sources will not have a material adverse effect on the Company.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
Loss of key contracts with our suppliers, renegotiation of such agreements on less favorable terms or other actions these third parties may take could harm our business.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
Most of our agreements with suppliers of our industrial hemp, including our key supplier contract, are short term. The loss of these agreements, or the renegotiation of these agreements on less favorable economic or other terms, could limit our ability to procure raw material to manufacture our products. This could negatively affect our ability to meet consumer demand for our products. Upon expiration or termination of these agreements, our competitors may be able to secure industrial hemp from our existing suppliers which will put the Company at a competitive disadvantage in the market.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
Although hemp plants have a long history of human consumption, there is little long-term experience with human consumption of certain of these innovative product ingredients or combinations thereof in concentrated form. Although the Company performs research and/or tests the formulation and production of its products, there is limited clinical data regarding the safety and benefits of ingesting industrial hemp-based products. Any instance of illness or negative side effects of ingesting industrial hemp-based products would have a material adverse effect on our business and operations.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
We may be unable to attract and retain independent distributors for our products.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
As a direct selling company, our revenue depends in part upon the number and productivity of our independent distributors. Like most direct selling companies, we experience high levels of turnover among our independent distributors from year to year, who may terminate their service at any time. Generally, we need to increase the productivity of our independent distributors and/or retain existing independent distributors and attract additional independent distributors to maintain and/or increase product sales. Many factors affect our ability to attract and retain independent distributors, including the following:
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
publicity regarding our Company, our products, our distribution channels and our competitors;
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
our compensation arrangements, training and support for our independent distributors; and
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedRisk Factors
Our results of operations and financial condition could be materially and adversely affected if our independent distributors are unable to maintain their current levels of productivity, or if we are unable to retain existing distributors and attract new distributors in sufficient numbers to maintain present sales levels and sustain future growth.
Read it in 10-K 2025-09-24 at sec.gov ↗
RewordedRisk Factors
We are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company” within the meaning of the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our Common Stock common stock less attractive to investors.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedRisk Factors
The success of our investment and trading activities will depend on the ability of our investment team and Asset Manager any asset manager, should we elect to retain one in the future to identify overvalued and undervalued investment opportunities and to exploit price discrepancies.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedRisk Factors
With respect to Section 3(a)(1)(A), we hold an amount in excess of Solana which exceeds 40% of our total assets holds Solana. assets.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedRisk Factors
However, that doesn’t does not mean front- running front-running is impossible.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
Revenue declined by approximately $7.3 million, or 49.0%, for fiscal year ended June 30, 2026 compared with the fiscal year ended June 30, 2025, primarily due to the Company’s shift away from legacy health, wellness and other consumer-product lines and the exit of certain manufacturing and distribution operations. Management’s focus is on the digital asset strategy and resources are allocated accordingly. We do not expect significant increases to these revenue sources in future quarters.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
Digital asset revenue increased by approximately $16.4 million, for fiscal year ended June 30, 2026 compared with the fiscal year ended June 30, 2025, as the Company began its investments in digital assets toward the end of fiscal year 2025. The Company earns staking revenue by delegating its digital assets to third-party validators on proof-of-stake blockchain networks. The digital asset revenue is expected to increase as the number of SOL tokens the Company has staked increases, the overall increase in the price of SOL and the Company’s continued expansion of its digital asset strategy.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
General and administrative expenses increased approximately $14.5 million, or 121.2%, as compared with the same period last year. The increase is mainly a result of expenses in connection with the change in the business strategy to hold digital assets as parts of its treasury. The increase was primarily due to the $4.0 million increase in public company expenses, $7.0 million increase in compensation to employees, $1.5 million increase in digital asset treasury fees, $1.2 million increase in legal fees, and $1.1 million increase in travel related expenses.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
Unrealized loss on digital assets increased by approximately $195.2 million as the Company began its investments in digital assets toward the end of fiscal year 2025. The changes mainly result from the price changes on SOL over the recorded cost of SOL during the fiscal year ended June 30, 2026. There was a minimal amount of digital asset activity during the fiscal year ended June 30, 2025.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
Realized loss on digital asset revenue conversion to USD increased by approximately $4.9 million as the Company began its investments in digital assets toward the end of fiscal year 2025 and there was no staking revenue converted into USD in the prior year. The losses were a result of the price changes on SOL from the period the digital assets were recorded as staking revenue and the price the staking revenue was converted into USD during the fiscal year ended June 30, 2026. The digital assets sales are recorded on a first in first out basis.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
Realized loss on sale of digital assets increased by approximately $6.8 million as the Company began its investments in digital assets toward the end of fiscal year 2025 and there was no digital assets sold in the prior year.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
On June 30, 2026, the Company had cash of approximately $5.8 million, an increase of approximately $2.8 million from June 30, 2025. The primary changes resulted from financing obtained to implement and grow the Company’s digital asset strategy.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
Net cash flows used in operating activities was approximately $21.0 million for the fiscal year ended June 30, 2026, as compared to net cash flows used in operating activities of approximately $8.4 million for the fiscal year ended June 30, 2025. The approximately $246.1 million dollar net loss from operations was offset by approximately $195.1 million in unrealized loss on digital assets, digital asset revenue conversion to USD of approximately $13.2 million, realized loss on sale of digital assets of approximately $6.8 million, loan amortization costs of approximately $3.7 million, the impairment of assets from the manufacturing shutdown of approximately $1.4 million, impairment on acquired intangible assets of approximately $0.8 million, and stock-based compensation expense of approximately $21.9 million, which was partially offset by approximately $10.3 million gain on the extinguishment of debt. The changes in assets and liabilities provided approximately $4.5 million. Various costs were incurred in connection with beginning, implementing, and growing the Company’s digital asset strategy and are expected to continue.
Read it in 10-K 2026-09-17 at sec.gov ↗
AddedMD&A
Convertible debt - The accounting for the Company’s convertible debt instruments requires significant judgment because the instruments include nonstandard settlement terms involving SOL and fixed-price conversion features. The Company accounts for convertible debt as a single unit of account unless an embedded feature requires bifurcation from the debt host and separate accounting as a derivative liability under ASC 815, Derivatives and Hedging, or other applicable accounting guidance requires separate recognition. In evaluating these instruments, management assesses the contractual terms to determine whether the obligation to deliver SOL upon nonconversion represents an embedded feature requiring separate accounting, including whether the feature is clearly and closely related to the debt host and whether it meets the definition of a derivative. This assessment includes judgment regarding whether the applicable quantity of SOL is readily convertible to cash, taking into account the contractual settlement quantity, market liquidity, potential price impact, and restrictions that may limit the prompt transfer or sale of SOL. Management also evaluates whether the fixed-price conversion feature qualifies for the scope exception for contracts involving the Company’s own equity, including whether the feature is indexed to the Company’s own stock and would be classified in stockholders’ equity if it were a freestanding instrument. Changes in the contractual terms of the notes, the availability or transferability of SOL, market conditions, or the facts and circumstances supporting management’s judgments could affect the accounting for these instruments, including whether a separate derivative liability and related fair value remeasurement would be required. See Note 2, Significant Accounting Policies, and Note 10, Short-Term Treasury Debt, Cygnet Subsidiary Notes Payable, Promissory Notes, and Convertible Notes, to the Consolidated Financial Statements for further information.
Read it in 10-K 2026-09-17 at sec.gov ↗
RemovedMD&A
Unrealized and realized (gain) loss on digital assets $ (105,474) $- $ (105,474)
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
Revenues decreased by $11,174,316, or 43%, for the fiscal year ended June 30, 2025, compared with the fiscal year ended June 30, 2024. The Company divested from the recommerce business to focus primarily on brands that are owned or products that the Company produces as white label products for the brand owner. The elimination of the recommerce business decreased sales by approximately $9,787,000, or 85%, of the decline in sales compared to the prior year. The Company had revenue of approximately $985,000 from the newly implemented treasury strategy. This digital asset treasury was established in May of 2025 and management expects the revenue generated from the treasury to significantly increase in fiscal year 2026.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
Product costs decreased by $8,232,768, or 62%, compared with the fiscal year ended June 30, 2024. The two primary reasons for the decrease in products costs were the overall lower sales and the elimination of the lower margin recommerce business. In addition, in the prior year there were significant inventory write offs and other non-cash expenses in the product costs that decreased the overall gross profit compared to the current year’s gross profit.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
Distribution costs decreased by approximately $3,920,000 or 46%, compared with the fiscal year ended June 30, 2024. The strategic change and divesture of the two businesses in 2024, along with the consolidation of operations to Florida reduced the Amazon fees by approximately $2,668,000, reduced the facility expenses by approximately $255,000 and the labor costs by approximately $743,000. The remaining product sales do not rely on the Amazon distribution network and are distributed from one facility in Florida.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
General and administrative expenses increased by approximately $5,163,645, or 76%, compared with the same period last year. Over 75% of the increase was related to these three factors: 1) approximately $2,668,000 of additional expense in corporate compensation; 2) approximately $576,000 in additional professional services fees, including legal, audit and tax services; and 3) approximately $686,000 of additional public company expenses. Our overall general and administrative expenses are expected to increase over the next year and then stabilize as we implement this overall treasury and business strategy. Our continuous capital raising efforts and professional and public company expenses necessary to drive this strategy is significantly more than what the Company has required in the past.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
Our realized and unrealized gains was approximately $105,474 with none in the same period last year. The price of Solana on June 30, 2025 was $154.74, as quoted on coinmarketcap.com and is the approximate cost basis of our Solana treasury at June 30, 2025.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
The Company recognized an impairment $289,969 on the Delray Beach warehouse during the year ended June 30, 2024 as part of closing the warehouse and the Company exiting the recommerce business. This liability was settled in January of 2025 and resulted in a gain on the lease impairment of approximately $270,000.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
In the prior year, the Company recognized a gain on the sale of assets and businesses of approximately $449,000. This gain was from approximately $1,948,538 gain on the sale of VitaMedica, the gain of approximately $238,000 on the sale of Infusionz and CBD related assets, which recorded an approximate loss of $2,186,000 in the prior year. This gain was offset by the loss of approximately $1,737,326 on the sale of E-Core.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
On June 30, 2025, the Company had cash of $2,975,150, or an increase of approximately $2,314,000, from June 30, 2024. The increase in cash was due to significant capital raised during the period and offset by the net loss from operations and capital investments in Solana for the digital asset treasury. The significant increase in working capital is a result of the liquid SOL held by the Company in its digital asset treasury.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
The net cash used by continuing operating activities was approximately $8,423,000. The net loss of approximately $13,684,000 was offset by the non-cash expenses of approximately $758,000 for depreciation and amortization, $2,357,000 for stock-based compensation and issuance of common stock for services rendered by consultants, and the write off of inventory and credit losses relating to Amazon of approximately $1,682,824. The change in operating assets and liabilities provided cash of approximately $1,931,000. The digital asset revenue and unrealized gains and losses from the digital asset treasury is non-cash as the value was from staking revenue paid in additional Solana and the increase in market value over the purchase price for the Solana held in the digital asset treasury.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
On April 1, 2024, the Company entered into a lease agreement with MFA 2510 Merchant LLC. The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $20,060 per month on a triple net basis. The initial term is five years. The estimated cost of this facility is a reduction of overall facility costs of approximately $240,000 in rent and approximately $138,000 per year in utilities, repairs and maintenance.
Read it in 10-K 2025-09-24 at sec.gov ↗
RemovedMD&A
On May 28, 2024, the Company entered into an agreement to sell its Clearwater, Florida warehouse for a sale price of $4,300,000. The sale of the building was completed on July 8, 2024 and provided $1,370,978 of working capital.
Read it in 10-K 2025-09-24 at sec.gov ↗
RewordedMD&A
Years Year Ended June 30, 2026 2025 2024 Cash flows (used in) used in operating activities – continuing operations $ (20,956,207) $ (8,423,042) $ (4,894,751) Cash flows (used in) provided by used in investing activities – continuing operations (30,623,761) (99,293,083) 831,112 Cash flows provided by (used in) financing activities – continuing operations 54,383,404 110,029,860 (353,789) Cash flows provided by operating activities – discontinued operations - 4,793,374 Cash flows used by investing activities – discontinued operations - (4,206,823) Cash flows used by financing activities – discontinued operations - - Net increase (decrease) change in cash during the period $ 2,803,436 $ 2,313,735 $ (3,830,877)
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedMD&A
Other expense Distribution costs decreased by approximately $1,957,000 $2.1 million, or 63%, 44.0%, as compared with the same period last year, which primarily relates to the continued decrease in interest expense from payoffs of debts. year.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedMD&A
Other expense decreased increased by approximately $1,957,000 or 63%, $4.0 million as compared with the same period last year, which primarily relates to the continued decrease in interest expense from payoffs of debts. year.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedMD&A
For further information, see Note 2 2, Significant Accounting Policies, to the Consolidated Financial Statements, “Significant Accounting Policies.” Statements.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedMD&A
The change to adopt this strategy results from our intention to obtain the highest yield on excess cash. cash and benefit from potential price appreciation.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedMD&A
Other operating expenses decreased increased by approximately $1,734,000, or 36%, $21.7 million as compared with the same period last year.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedMD&A
The Company had a net loss of approximately $13,684,000 $246.1 million compared to a net loss of approximately $23,658,000 $13.7 million in the prior year.
Read it in 10-K 2026-09-17 at sec.gov ↗
RewordedMD&A
Refer to Note 2 – 2, Significant Accounting Policies Policies, to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of this date of this Annual Report on Form 10-K.
Read it in 10-K 2026-09-17 at sec.gov ↗
