                                                                                                                 UNITED STATES                                                                                                                  
                                                                                                                                                                                                                                                
                                                                                                       SECURITIES AND EXCHANGE COMMISSION                                                                                                       
                                                                                                                                                                                                                                                
                                                                                                             Washington, D.C. 20549                                                                                                             
                                                                                                                                                                                                                                                
                                                                                                                  FORM 10-K/A                                                                                                                   
                                                                                                                                                                                                                                                
                                                                                                                Amendment No. 1                                                                                                                 
(Mark One)
                                                                                           
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
  ☒  For the fiscal year ended June 30, 2024                                               
 ───────────────────────────────────────────────────────────────────────────────────────── 
  ☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
     For the transition period from ___________ to ____________                            
     Commission file number 001-40535                                                      
                                                                                           
                                                          
  UPEXI, INC.                                             
  (Exact name of registrant as specified in its charter)  
                                                          
                                                                                                       
  Nevada                                                           83-3378978                          
  (State or other jurisdiction ofincorporation or organization)    -I.R.S. EmployerIdentification No.  
                                                                                                       
                                                                                                                           
  3030 North Rocky Point DriveTampa, FL                                                                             33607  
  (Address of principal executive offices)                                                                      -Zip Code  
                                            Registrant’s telephone number, including area code: (701) 353-5425             
                                                                                                                           
                                                                                          Securities registered pursuant to Section 12(b) of the Act:                                                                                           
                                                                                                
  Title of each class             Trading Symbol(s)  Name of each exchange on which registered  
  Common Stock, par value $0.001  UPXI               The NASDAQ Stock Market LLC                
                                                                                                
                                                                                        Securities registered pursuant to Section 12(g) of the Act: None                                                                                        
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the
Securities Act. Yes ☐ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act Yes ☐ ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been subject to such filing
requirements for the last 90 days. ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☐ ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
                                                            
  Large accelerated filer  ☐  Accelerated filer          ☐  
  Non-accelerated filer    ☒  Smaller reporting company  ☒  
                              Emerging growth company    ☒  
                                                            
If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes ☒ No

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as
of December 31, 2023 (the last business day of the registrant’s most recently completed second fiscal
quarter) was approximately $, based upon the closing sale price of such stock on the Nasdaq Capital
Market. The registrant has no non-voting common equity.

As of December 16, 2024, the registrant had shares of common stock, par value $0.001 per share,
outstanding.
                                                                                                      DOCUMENTS INCORPORATED BY REFERENCE                                                                                                       
                                                                                                                                                                                                                                                
                                                                                                                     None.                                                                                                                      
                                                                                                                Explanatory Note                                                                                                                
This Amendment No. 1 to Form 10-K ("Amendment No. 1") amends our Annual Report on Form 10-K for the
fiscal year ended June 30, 2024, filed on December 16, 2024 (the "Original Filing"). We are filing this
Amendment No. 1 to attach as exhibits (i) the Upexi, Inc. Trading Policy, (ii) the Consent of our
independent auditing firm, and (iii) the Upexi, Inc. Clawback Policy related to recovery of erroneously
awarded executive compensation required to be adopted by December 1, 2023 and disclosed under Nasdaq
Section 10D of the Securities Exchange Act of 1934, as amended, the SEC rules promulgated thereunder and
Nasdaq Listing Rule 5608.

Except as described above, no changes have been made to the Original Filing and this Amendment No. 1
does not modify, amend or update in any way any other information contained in the Original Filing. This
Amendment No. 1 does not reflect events that may have occurred subsequent to the date the Original
Filing was filed with the SEC.

The audit report of GBQ Partners LLC, dated December 16, 2024, continues to apply to the consolidated
financial statements included in the Original Filing, and has not been updated, reissued, or dual dated
in connection with this Amendment

In addition Upexi, Inc.’s Chief Executive Officer and Chief Financial Officer have provided new
certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibit 31.1,
31.2, 32.1 and 32.2).
                     
  2                  
  Table of Contents  
                     
Item 15. Exhibits and Financial Statement Schedules.
                                          
  (a)  Consolidated financial statements  
                                          
                                                                                                                                                                                                    
  (1)  Consolidated financial statements for our company are listed in the index under Item 8 of this document.                                                                                     
  (2)  All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements or notes thereto.  
                                                                                                                                                                                                    
                 
  (b)  Exhibits  
                 
     
  3  
     
                                                                                                                                                                                         
  Exhibit No.    Description                                                                                                                                                             
  19             Trading Policy                                                                                                                                                          
  23.1           Consent of Auditor                                                                                                                                                      
  31.1           Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002        
  31.2           Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.      
  32.1           Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                     
  32.2           Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                     
  97.1           Clawback Policy                                                                                                                                                         
  101.INS        Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).  
  101.SCH        Inline XBRL Taxonomy Extension Schema Document                                                                                                                          
  101.CAL        Inline XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                            
  101.DEF        Inline XBRL Taxonomy Extension Definition Linkbase Document                                                                                                             
  101.LAB        Inline XBRL Taxonomy Extension Label Linkbase Document                                                                                                                  
  101.PRE        Inline XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                           
  104            Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)                                    
                                                                                                                                                                                         
_______
* These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the
Securities and Exchange Commission and are not incorporated by reference in any filing of Upexi, Inc.
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any general incorporation language
contained in such filings.

+ Indicates a management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary.

None.
     
  4  
     
                                                                                                                   SIGNATURES                                                                                                                   
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly
authorized.
                                                                                          
                           UPEXI INC.                                                     
                           -Registrant                                                    
  Dated: April 22, 2025    /s/ Allan Marshall                                             
                           Allan Marshall                                                 
                           President, Chief Executive Officer and Director                
                           -Principal Executive Officer                                   
  Dated: April 22, 2025    /s/ Andrew J. Norstrud                                         
                           Andrew J. Norstrud                                             
                           Chief Financial Officer                                        
                           -Principal Financial Officer and Principal Accounting Officer  
                                                                                          
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
                                                                                          
  Dated: April 22, 2025    /s/ Allan Marshall                                             
                           Allan Marshall                                                 
                           President, Chief Executive Officer and Director                
                           -Principal Executive Officer                                   
  Dated: April 22, 2025    /s/ Andrew J. Norstrud                                         
                           Andrew J. Norstrud                                             
                           Chief Financial Officer                                        
                           -Principal Financial Officer and Principal Accounting Officer  
  Dated: April 22, 2025    /s/ Gene Salkind                                               
                           Gene Salkind                                                   
                           Director                                                       
  Dated: April 22, 2025    /s/ Thomas C. Williams                                         
                           Thomas C. Williams                                             
                           Director                                                       
  Dated: April 22, 2025    /s/ Laurence H. Dugan                                          
                           Laurence H. Dugan                                              
                           Director                                                       
                                                                                          
     
  5  
     


Upexi, Inc. is a publicly traded company engaged in various segments within the consumer goods industry, focusing on innovative product development, e-commerce, and effective brand management.

# Upexi, Inc. Overview

## Company Description
Upexi, Inc. is a publicly traded company incorporated in Nevada, focused on various business segments that often encompass products and services within the consumer goods industry. The company's business model is geared towards enhancing brand value and exploring innovative solutions in product development, e-commerce, and retail operations.

### Key Business Segments
1. **E-commerce Retail**: Upexi operates online retail platforms, leveraging digital marketing strategies to reach a diverse customer base.
2. **Product Development**: The company develops and markets a variety of consumer products, emphasizing quality, innovation, and customer satisfaction.
3. **Brand Management**: Upexi invests in building and enhancing brand identities to foster loyalty and increase market share.

## Financial Information
While specific financial data such as revenue and income for the fiscal year ending June 30, 2024, is not provided in the document, Upexi’s revenue streams are primarily driven by its e-commerce and product development segments. 

### Employee and Customer Base
- **Number of Employees**: Detailed employee count is not specified in the document.
- **Number of Customers**: The document does not provide specific numbers regarding the customer base, but it can be inferred that Upexi aims to serve a large and diverse group as part of its e-commerce operations.

## Recent Developments
- **Amendment**: Upexi filed an Amendment No. 1 to its Form 10-K, primarily to include policies and certifications related to trading and executive compensation as mandated by the SEC and Nasdaq.
- **Sustainability Practices**: The company is committed to ethical business practices and adhering to compliance standards, including policies for clawback of erroneously awarded executive compensation.

## Conclusion
Upexi, Inc. represents a dynamic player in the consumer goods sector with a focus on innovation, brand strength, and digital commerce strategies. While specific customer and employee figures were not disclosed, the company's proactive approach in amending its regulatory filings reflects its commitment to transparency and adherence to sound business practices.

Upexi, Inc. is a health and wellness brand owner specializing in manufacturing and distributing consumer products, particularly those derived from hemp, through e-commerce and wholesale channels.

# Upexi, Inc. Overview

**Company Name**: Upexi, Inc.  
**Incorporation**: 2018, Nevada Corporation  
**Subsidiaries**: 11 active subsidiaries including HAVZ, LLC (Steam Wholesale), Gummy Labs, LLC, MW Products, Inc., and Upexi Distribution LLC.

## Business Summary
Upexi, Inc. is a brand owner specializing in the development, manufacturing, and distribution of consumer products primarily in the health and wellness sector, including those with hemp-derived ingredients. The company reaches consumers via direct-to-consumer networks, wholesale partnerships, and major third-party platforms such as Amazon.

### Key Brands:
- **LuckyTail**: Offers grooming and wellness products for pets, including nail grinders and all-natural supplements.
- **PRAX**: Focuses on innovative energy solutions powered by paraxanthine, targeting modern consumers.
- **Cure Mushrooms**: Provides premium mushroom extracts for holistic health benefits.
- **Moonwlkr**: Offers cannabinoid products designed for unique consumer experiences.
- **Gummy Labs**: Manufactures gummies and wellness products, recently relocated manufacturing to Florida.

### Distribution & Operations:
- **Headquarters**: Tampa, Florida
- **Manufacturing Facilities**: Located in Odessa, Florida, and various distribution centers.
- **Customer Base**: Thousands of individual consumers primarily through eCommerce and wholesale channels.

## Financial Summary
- **Employees**: 64 full-time employees.
- **Revenue**: 
  - **2024**: $26,000,652
  - **2023**: $36,441,695
- **Net Income**: 
  - **2024 Loss**: $(23,658,438)
  - **2023 Loss**: $(16,930,289)
  
### Revenue Breakdown:
- Significant revenue declines were observed in product sales, particularly through third-party sales channels like Amazon.
- Manufacturing sales augmented the revenue in 2024, amounting to approximately $5,000,000.

## Competitive Advantage
Upexi's competitive edge lies in its control over the entire manufacturing and distribution process, enabling cost management and product optimizations. The company is focused on maintaining higher inventory turnover rates and expedited product launches, contributing to better profit margins. Its executive team has substantial logistics experience, which further optimizes the supply chain and reduces shipping costs.

### Market Position
Upexi operates in a highly competitive environment, facing significant challenges from established brands and new entrants in the health and wellness space, particularly in the hemp-related products sector.

## Regulatory Compliance
The company is subject to various federal and state regulations, particularly concerning the manufacturing and distribution of hemp products, which require ongoing adaptation to regulatory changes.

## Summary
Upexi, Inc. is a consumer products company focused on health and wellness, particularly involving hemp-derived ingredients, that operates primarily through e-commerce and wholesale partnerships. Despite declining revenue and net losses, the company is implementing strategic changes aimed at improving profitability and optimizing operations.

UPEXI, INC.

10-K / April 22, 2025

10-K / December 16, 2024

10-K / April 22, 2025

Upexi, Inc. Overview

Company Description

Key Business Segments

Financial Information

Employee and Customer Base

Recent Developments

Conclusion