Upexi

Phase A — Understand the business

Lens 1 · Company Overview

What it is now. Upexi, Inc. (Delaware; originally Nevada, formed 2018; formerly "Grove, Inc.") describes itself in its own MD&A as "a digital asset treasury company focused on acquiring, holding, and deploying Solana ('SOL') as a core treasury asset." The legacy identity — "a brand owner specializing in the development, manufacturing, and distribution of consumer products" — is now a secondary clause. HQ: 3030 N. Rocky Point Drive, Tampa, FL.

How it actually makes money — two engines, wildly mismatched in size:

1. The SOL treasury (the real business). Buy SOL (liquid + discounted "locked" SOL), stake ~95% of it for yield, and grow "SOL per share" via accretive capital issuance. As of 2026-03-31 it held ~2,361,931 SOL at a fair value of $184,902,888 (cumulative purchases of $266,849,664 over the FY26 nine months at a blended cost ~$151–160/SOL). "Digital asset revenue" (staking rewards) was $3.51M in Q3 and $14.73M for the nine months — but this is non-cash crypto recognized at receipt, not a cash margin.

2. The consumer-products remnant (being euthanized). Legacy brands run through subsidiaries — MW Products, LuckyTail (pet), HAVZ/Steam Wholesale (health & wellness incl. hemp), Cygnet (Amazon), Upexi Distribution. Product revenue fell 66.8% YoY in Q3 to $1,050,667 and 38.2% for the nine months to $7,115,322. In December 2025 management resolved to shut down the hemp/CBD manufacturing and distribution operations (completed Feb 2026); as of 2026-06-01 the company "will no longer lease warehouse space, with all brand distribution activities to be handled by third-party providers." The company had 10 full-time employees as of 2026-04-01.

Customers / suppliers / competitors. For the products remnant: US-centric (US revenue $997K of $1,051K in Q3), Amazon + DTC + wholesale, contract-manufactured. For the treasury: the relevant "suppliers" are the custodians (BitGo Trust as primary, Coinbase secondary), the lender (BitGo Prime), the validators Upexi stakes with, and the convertible-note holders who supplied SOL. The competitive set is the cohort of SOL treasury companies — DeFi Development Corp (DFDV), Sol Strategies, Sharps Technology, BIT Mining — plus the archetype, Strategy/MicroStrategy in BTC.

Contract structure / key terms. No take-or-pay; product revenue is point-of-sale on shipment. The economically decisive "contracts" are the convertible notes and the BitGo credit facility (Lens 9/10/13). Critically, single reporting segment — management explicitly reports one segment (branded products) post the E-Core sale, with the treasury folded in.

Lens 2 · Supply Chain

For a DAT the "supply chain" is the SOL acquisition-custody-staking-financing loop. Named stakeholders along the chain:

• Capital in → Equity buyers (April 2025 PIPE at $2.28; July/Nov/Feb private placements; ATM program) and convertible-note investors who contributed SOL in kind (July 2025 issuance ~$151.2M; Jan 2026 issuance ~$36.0M). GSR Growth Investments LP (a related party of the former asset manager) held ~7.45% of shares.
• SOL acquisition → Liquid bulk/VWAP/TWAP purchases on exchanges, plus direct negotiation for "locked" SOL at a discount to spot (marked at a 14% discount to month-end price).
• Custody → BitGo Trust Company (South Dakota; primary; $250M insurance policy) and Coinbase, Inc. (secondary; $250K cash insurance). >98% of SOL in cold storage; key-generation ceremonies on offline devices.
• Yield → Native staking to multiple third-party Solana validators (~95% of treasury staked), ~7% target yield, two-day unbonding.
• Leverage → BitGo Prime, LLC Master Loan Agreement — borrow up to >$71M for SOL purchases at 11.50%, collateralized by treasury assets, 260% initial collateral level / 175% margin-call level. Outstanding $57,295,723 at 2026-03-31 (was $20M at 6/30/25).
• Pricing oracle → CoinMarketCap close prices (declared the "principal market" for ASC 820 Level 1).

Chokepoints / single-source dependencies (this is the whole risk map):

1. One asset. "Our treasury is exclusively dedicated to the SOL digital asset." No hedging — "We do not hedge our SOL and do not have plans to hedge." 100% idiosyncratic SOL exposure, levered.
2. The 175% margin-call trip-wire on the BitGo facility. A SOL drawdown that pushes collateral coverage toward 175% forces SOL sales into weakness.
3. SOL-repayable debt. The converts, if not converted, "will settle the obligation through the return of the digital assets originally received" — i.e., ~1.23M SOL is owed back to bondholders in kind.

Lens 3 · Competitive Advantages (moats)

Bluntly: there is no operating moat, and there is barely a financial one. A DAT's only durable edge is the ability to issue equity above net asset value and compound "tokens per share" — a moat made entirely of investor confidence + cost of capital. Upexi has lost that edge:

• mNAV < 1x. At 2025-10-31 Upexi traded at 0.7x basic mNAV (1.3x fully-loaded). When a DAT trades below NAV, issuing equity is dilutive to tokens-per-share — the flywheel runs in reverse. DFDV, the larger SOL peer, hit the same wall ("inverted mNAV at 0.6x has prevented [it] from purchasing new SOL"). This is the single most important structural fact: the accretion engine is off.
• No brand / switching-cost / network moat on the products side — commoditized Amazon/DTC consumables being wound down.
• The one residual edge: access to discounted locked SOL via direct negotiation (built-in gain as the 14% discount accretes to par) and ~7% staking yield. Real but small, and swamped by mark-to-market and interest expense.
• Bargaining power: weak in every direction. Upexi needs its lender (BitGo), its custodians, and its capital-market financiers far more than they need Upexi. The convertible-note holders dictated SOL-settlement terms; the former asset manager (GSR) extracted a 20-year, 5x-or-$15M-termination-fee contract (Lens 9).

Verdict on moat: none on operations; the financial "moat" (issue-above-NAV compounding) has inverted into a liability. What's left is a fund that is structurally a price-taker on its single asset.

Lens 4 · Segments

segments.csv is empty; management reports a single segment and explicitly disaggregates only by geography and product source (digital-asset revenue excluded from that table).

Revenue disaggregation, nine months ended 2026-03-31 vs 2025:

By product source (9M): internally manufactured $4.51M (collapsing as manufacturing exits), contract-manufactured $2.52M, finished-goods $0.08M.

Trend & cause: product revenue is in managed decline (deliberate exit of hemp/wellness lines + warehouse closure). "Digital asset revenue" now exceeds product revenue 2:1, but it is non-cash staking recognized at fair value on receipt and then immediately exposed to SOL price moves (the realized/unrealized losses below). The "revenue grew 90%" headline is an artifact of mixing a non-cash crypto line into a shrinking products P&L. The honest read: the only segment that matters is the SOL balance sheet, and it is not on the revenue statement — it's the $185M of digital assets and the mark-to-market line.

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Phase B — Measure performance

Lens 5 · Earnings Result (Q3 FY2026, period ended 2026-03-31)

The print is dominated by one number: a $92.3M unrealized loss on digital assets in the quarter ($178.8M for the nine months) as SOL fell.

Income statement, three months ended 2026-03-31:

• vs. consensus: no meaningful sell-side consensus exists for a $64M-cap micro-cap DAT; "beat/miss" is not a useful frame. The market reaction to the May 12, 2026 release was muted — the stock was already ~$0.90 and the SOL drawdown was public.
• What drove it: 100% the SOL mark. Product gross margin optically rose to 80.4% (Q3) purely because manufacturing was eliminated; on a 9-month basis margin was flat at ~64.8%.
• Cash burn: operating cash flow −$17.2M (9M); the company financed itself with $67.5M of equity issuance and net SOL-collateralized debt.
• Balance-sheet flags (severe):
• Total stockholders' equity is NEGATIVE: −$51,918,186 at 2026-03-31 (was +$90.1M at 6/30/25).
• Accumulated deficit $(282,064,460) — driven by the $178.8M SOL loss + heavy SBC.
• Cash just $3,482,847.
• Convertible notes payable $181,031,073 + short-term BitGo treasury debt $57,295,723 = ~$238M of debt against a $184.9M treasury and $3.5M cash.
• Guidance: management explicitly guides product revenue down ("we do not expect significant increases to these revenue sources in future periods") and frames the future entirely around the treasury and a January-2026 "high-return treasury strategy."

The unusual-vs-history flag: management's own disclosure controls were concluded NOT effective, with two material weaknesses (inadequate segregation of duties; lack of multiple levels of supervision/review), unremediated as of the filing. For a company whose entire balance sheet is a single volatile asset valued off a third-party oracle, that is a non-trivial control gap.

Lens 6 · Earnings Calls (sentiment trend)

transcripts/ is empty (transcripts=0). From the web record:

• The Q3 FY26 call (May 14, 2026) framed the quarter around "revenue growth driven by digital asset treasury despite a challenging crypto market," the 9% QoQ SOL-count growth, ~2.5M shares bought back, "cost reductions," and the pivot to a higher-yield treasury strategy.
• Tone shift over the year: the FY2025 framing (mid-2025) was aggressive accumulation + "SOL per share" growth (PRs touting "+129% adjusted SOL per share," "$447M treasury," "2M SOL milestone"). By Jan 2026 the language shifted to "risk-adjusted high-yield" and "disciplined and prudent" — a defensive pivot toward squeezing yield because the issue-above-NAV accretion engine had stalled (mNAV < 1x). By May 2026 the emphasis moved to buybacks and cost cuts — the vocabulary of a company defending a depressed equity, not compounding one.
• Recurring phrase Upexi leans on: "adjusted SOL per share" — a company-defined non-GAAP metric that "adjusts for items… like investment timing and leverage." Treat with skepticism (Lens 13): a metric that adjusts out leverage on a levered vehicle is marketing, not measurement.

Lens 7 · Comps

For a DAT, P/E and EV/EBITDA are meaningless (no earnings, negative book equity). The right comp axis is mNAV (price vs. token NAV) and tokens-per-share trajectory across the SOL-treasury cohort.

Comp read: Upexi is the smaller, more levered, lower-quality member of the SOL-DAT cohort. DFDV is larger, was the 853% 2025 darling, and still de-rated below NAV. The cohort-wide signal — multiple SOL DATs now trade at 0.6–0.7x NAV — tells you the market has stopped paying a premium for "levered SOL in a wrapper" and is now applying a conglomerate/leverage discount. Upexi's negative book equity and SOL-repayable debt put it at the bottom of the quality stack. n/a where peer multiples weren't sourceable this run.

Lens 8 · Stock-Price Catalysts

What moves UPXI >5% (mostly `` + the filing record):

1. SOL price — the dominant driver. UPXI is a high-beta levered proxy for SOL. SOL fell from ~$293 (Jan 2025 peak) → ~$155 (June 2025) → ~$73 (June 2026), and UPXI fell from a post-PIPE high to ~$0.91.
2. Treasury/capital-raise announcements — the July 2025 $150M convert + PIPE (the "doubling to 1.65M SOL" event) was the launch catalyst. Each subsequent dilutive raise is now a negative catalyst (issuing below NAV).
3. The 1-for-20 reverse split (effective 2024-10-03) — a classic micro-cap survival move; pre-split share counts make the historical "per share" data noisy.
4. GSR break-up (Oct–Dec 2025) — the public default-allegation exchange and arbitration with its own asset manager.
5. "Adjusted SOL per share" PRs — management-driven upward catalysts in 2025 that faded as mNAV inverted.

What the pattern reveals: the market trades UPXI as leveraged SOL with a governance discount — it reacts to the token and to dilution/credit events, essentially not at all to the products business.

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Phase C — Judge people & books

Lens 9 · Management

Allan Marshall — CEO & Chairman (age 58, CEO since May 2019).

• Track record (genuine): founded Segmentz, Inc. (2000), which through acquisitions became the infrastructure of XPO Logistics (NYSE: XPO) — a real, large-cap outcome. Serial development-stage entrepreneur. This is the bull pillar on management: he has built something big before.
• Skin in the game / control: holds 150,000 Series A preferred shares with 10 votes/share (super-voting), convertible to 138,889 common — i.e., entrenched voting control disproportionate to economics.
• Capital allocation on his watch: the defining decision was converting a small consumer-products roll-up into a single-asset levered crypto fund at a SOL cost basis of ~$151–160 — i.e., near the cycle high, funded with SOL-repayable debt. SOL is now ~$73. That is, to date, value-destructive capital allocation of the first order (accumulated deficit $282M; equity negative).
• Red flags — an unusually dense related-party web:
• Bought VitaMedica from his own company (he was one of three buyers of a subsidiary Upexi sold for $6.0M; purchase-price receivable still $1.34M outstanding).
• Leases a warehouse to Upexi through MFA 2510 Merchant LLC ($20,060/mo), which Upexi then spent $611,768 improving — and has now exited.
• $1.5M related-party promissory note (8.5% + 3.5% PIK) and a $400K advance settled by issuing himself the super-voting preferred at $2.60.
• New (Sept 2025) employment agreement: $840,000 base + performance bonuses tied to market cap / treasury growth — a comp design that rewards accumulating SOL and issuing stock even when that dilutes holders below NAV.

Andrew Norstrud — CFO & Director (age 51). Long-tenured (since 2019/2020), CPA, ex-Grant Thornton/PwC, prior CFO roles (GEE Group, Jagged Peak, Segmentz). Credible finance background — but presiding over a P&L with two unremediated material weaknesses.

Brian Rudick — Chief Strategy Officer (joined May 2025). The tell. He came directly from GSR ("Head of Research for GSR, the largest digital asset market maker… led GSR's lead investment into Upexi's $100M private placement") and previously ran a long-short bank book at Citadel, Balyasny, Millennium. So the same firm (GSR) (a) led the PIPE, (b) became the 20-year asset manager, (c) seeded Upexi's CSO — and then the relationship detonated into arbitration within ~8 months (Lens 10/13). The interlock is the story.

Gene Salkind, M.D. — Director, >10% holder. Neurosurgeon and prominent biotech investor (early Pharmacyclics, Intuitive Surgical). Audit-committee member; brings capital and name but no crypto/operating expertise.

Archetype: founder-controlled, promotional, capital-markets-driven micro-cap operator who pivoted hard into a narrative trade. The XPO pedigree is real; the governance hygiene is poor; the pivot was mistimed.

Lens 10 · Forensic Red Flags

Acting as a forensic analyst. This balance sheet is a minefield — most of it self-disclosed:

1. Negative stockholders' equity (−$51.9M). The equity cushion is gone; further SOL declines push book equity more deeply negative.
2. Debt > assets-that-matter. ~$238M debt (converts $181M + BitGo $57M) vs. $184.9M treasury + $3.5M cash. The converts are SOL-repayable (~962,955 SOL for the July-2025 note + 265,500 SOL for the Jan-2026 note ≈ 1.23M SOL, ~52% of the treasury, spoken for by bondholders).
3. Material weaknesses in internal control over financial reporting — disclosure controls "not effective," unremediated.
4. The "locked SOL" 14% discount is a management estimate (Level 2 input). ~978,852 of ~2.36M tokens are locked and valued at $71.47 (a 14% haircut to the $83.11 liquid price at 3/31). Management "monitors and adjusts" this discount — a subjective valuation lever on ~40% of the treasury.
5. Massive, dilutive stock-based comp: $18.0M SBC over 9M (vs. $0.70M prior year), including $13.2M of RSUs and a $4.7M write-off of warrants granted to the (now-terminated) asset manager. On a company with $7M of product revenue, SBC is ~2.5x revenue.
6. The Phantom Stock Appreciation Plan — 3,473,000 cash-settled PSUs, a liability remeasured each period; a cash drain if the stock recovers, dilutive in spirit if it doesn't.
7. Deferred tax asset of $5.95M retained while booking a $282M deficit — management asserts "more likely than not… future taxable income," a notably optimistic going-forward judgment for a company in this state (partial $10.1M valuation allowance taken).
8. Cash flow vs. earnings: the $221.5M net loss is ~80% non-cash (SOL marks + SBC), so the income statement overstates the cash problem — but operating cash burn is still −$17.2M/9M against $3.5M cash, so the company is structurally dependent on continuous capital-market access (ATM raised another ~$4.5M in Apr–May 2026).
9. Reverse-split dilution litigation — the company itself sued in D. Nevada over 202,183 round-up shares from the 1-for-20 split that were issued then returned; residual dilution risk acknowledged.

Regulatory findings (required sub-section).

• SEC enforcement: No Litigation Releases and no AAERs name Upexi (or predecessor "Grove, Inc.") in the EDGAR EFTS search window 2021-06-24 → 2026-06-24.
• Item 1 Legal Proceedings (10-Q), quoted/summarized:
• Upexi v. GSR Strategies LLC (AAA arbitration, filed 2025-11-26) — Upexi seeks to void the Asset Management Agreement ab initio; GSR has filed counterclaims for damages + indemnification. Material, ongoing.
• Bloomios / Infusionz et al. v. Upexi (& predecessor Grove) (filed ~Apr 2025) — fraud/misrepresentation/breach claims from the 2022 Infusionz sale; Upexi calls it "baseless," won dismissal of individual directors, and counterclaimed for ~$19.5M allegedly owed.
• MVW Holdings v. E-Core (Upexi named) — trade-dress, fact-discovery phase.
• Eric Hanig v. Upexi / Cygnet Online — alleged $300K unpaid under a letter agreement; Upexi counterclaims fraud.
• Non-SEC enforcement (web search): no material FTC/DOJ/FDA/CFPB enforcement actions, consent decrees, or fines surfaced for "Upexi."
• Net: No securities-fraud enforcement on record, but an active, material arbitration with its own former asset manager and a cluster of commercial litigation typical of an acquisitive micro-cap. The control-environment weakness amplifies the concern.

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Phase D — Project & stress-test

Lens 11 · Forward Projection

EPS forecasting is the wrong tool — Upexi has no earnings power independent of SOL marks. The decision variable is NAV-per-share / equity value as a function of SOL price, net of SOL-repayable debt. I model NAV, not EPS, with every input labeled `` off filing actuals. No forecast.ts create (watchlist rule).

Inputs: ~2.36M SOL (1.383M liquid + 0.979M locked); debt ~$238M of which ~$181M converts are SOL-repayable (~1.23M SOL) and ~$57M BitGo is USD/SOL-collateralized at 11.5%; cash ~$3.5M; ~70.3M shares (66.9M issued at 3/31 + ATM since); converts struck $4.25 / $2.39.

Treasury-value-to-equity bridge at three SOL prices:

Base / bull / bear (12–18 month, equity value):

• Base: SOL rangebound ~$70–110. Equity hovers around/just-above zero intrinsic; UPXI trades as a distressed 0.5–0.8x-NAV option on SOL. Continuous ATM dilution erodes tokens-per-share. Target equity value $40–80M ($0.55–$1.10/sh) — below to around today's ~$64M cap; net flat-to-down.
• Bull: SOL re-rates to >$150 (toward cost basis). Equity intrinsic turns positive, mNAV can re-expand toward 1x, and the converts ($4.25/$2.39) come into play as equity (dilutive but solvency-positive). UPXI is a high-beta call — could multi-bag off a $0.91 base. This is the only case the bulls own.
• Bear: SOL <$60 → BitGo 175% margin call forces SOL sales into weakness; the SOL-repayable converts mean bondholders' ~1.23M-SOL claim exceeds the liquid token stack; book equity deeply negative; ATM access dries up at a sub-$1 stock. Plausible path to ~zero equity / restructuring.

The Brier-able binary (for /thesis, not logged here): "SOL ≥ $73 at the July-16-2027 convert maturity" — below it, the equity is structurally a stub.

Lens 12 · Bull vs Bear

Bull case. (1) Cheapest levered SOL in a wrapper — at ~0.7x NAV and ~$0.91, UPXI is a high-beta call option on a Solana recovery; a move back to even cost-basis SOL ($150) flips the equity from underwater to ~$1.40+ intrinsic. (2) Real management pedigree (Marshall built XPO) and a crypto-native CSO ex-GSR/Citadel. (3) ~95% staked at ~7% plus discounted locked-SOL accretion is a genuine, if small, yield engine. (4) Optionality: the Alpha City Exchange royalty (14.9% of gross revenue, scaling to 19.9%) is a free call on a SOL-DeFi venue. (5) Most of the loss is non-cash marks, not operating cash destruction.

Bear case (the base). (1) Negative book equity + SOL-repayable debt = the equity is a residual claim behind ~1.23M SOL owed to bondholders; this is not the same as owning SOL — it's owning the levered, subordinated stub. (2) mNAV < 1x kills the only moat — issuing equity now destroys tokens-per-share, so the compounding story is dead and the ATM is pure dilution. (3) Margin-call reflexivity — a 175% trip-wire on the BitGo facility can force selling into the exact weakness that triggers it. (4) Governance: super-voting founder control, dense related-party dealings, comp tied to treasury growth/market-cap, a blown-up 20-year asset-manager contract now in arbitration, and unremediated material weaknesses. (5) The operating business is being euthanized — no independent cash engine to defend the equity.

Pre-mortem (18 months out, thesis broke): SOL drifted to $55–65; the BitGo facility hit its margin level and Upexi was forced to sell liquid SOL, shrinking the stack below the bondholders' in-kind claim; the sub-$1 stock couldn't support further ATM issuance; a going-concern qualification appeared; the equity went to a fraction of NAV or to a restructuring. The "adjusted SOL per share" PRs aged badly.

Are multiples too high? "Multiple" is NAV-relative. At 0.7x basic mNAV the headline looks cheap, but adjusting for the SOL-repayable converts and the margin facility, the economic claim of the common is far thinner than 0.7x of gross treasury — arguably the equity is fairly priced or rich for the leverage it carries.

Contrarian view (what the market may be missing, either way): the bull contrarian take is that all SOL DATs are being tarred with the same 0.6–0.7x brush, so a SOL recovery + the converts flipping to equity could un-lever Upexi violently and re-rate it faster than peers. The bear contrarian take — which I weight more heavily — is that the market is under-pricing the SOL-settlement feature: investors model UPXI as "0.7x of $185M of SOL" when bondholders actually own the first ~$181M of it, leaving common-holders a deeply-subordinated, margin-callable stub that the 0.7x optic flatters.

Lens 13 · Devil's Advocate (short-seller)

Dismantling the bull case.

• "It's cheap SOL at 0.7x NAV." No — it's the levered residual behind SOL-repayable debt. The honest look-through: ~2.36M SOL, but ~1.23M is owed to convert holders in kind and ~$57M to a margin lender. Common-holders own a thin, junior slice that goes negative below ~$75–90 SOL. The 0.7x figure is the single most misleading number in the story.
• Concentration: 100% one token, explicitly unhedged, with a 175% margin-call mechanic — the textbook setup for a forced-seller death spiral in a drawdown.
• The moat is inverted: below NAV, the DAT flywheel runs backwards; every ATM share sold (another ~$4.5M in Apr–May 2026) dilutes tokens-per-share. The "adjusted SOL per share" metric adjusts out leverage — the very thing that will destroy holders if SOL falls. That's a marketing instrument.
• Most dangerous competitor: DFDV — larger SOL stack, ex-Kraken team, was the 853% 2025 winner, $100M buyback — and it still trades ~0.6x NAV. If the best-capitalized SOL DAT can't hold a premium, the sub-scale, negative-equity one has no path to one.
• Worst capital-allocation / governance: accumulating SOL at ~$151–160 near the top with SOL-repayable leverage; a 20-year, 1.75%-AUM, 5x-or-$15M-termination-fee asset-management contract with GSR (the same firm that led the PIPE and supplied the CSO) that blew up into arbitration in ~8 months; super-voting founder preferred; comp tied to treasury growth and market cap; material weaknesses in controls; $18M SBC on $7M of product revenue.
• What must hold for today's price: continuous capital-market access and a SOL price that stays above the level where the BitGo facility margin-calls and where the SOL-settled converts don't exceed the liquid token stack. Several of those are correlated and break together.
• −20–30% growth/price shock: a 25% further SOL fall (to ~$55) likely triggers the margin mechanic and pushes the common toward zero intrinsic.
• The single scenario that permanently impairs: a sustained SOL bear (sub-$60) that forces SOL sales below the bondholders' in-kind claim while the sub-$1 equity is shut out of the ATM → restructuring. Plausibility: moderate and rising given SOL is already ~$73 and the company has $3.5M cash.

Lens 14 · Management Questions (ordered by information value)

1. At today's mNAV below 1x, why issue any equity via the ATM — doesn't every share sold below NAV mechanically dilute SOL-per-share? What is your hard mNAV floor below which you halt issuance?
2. The July-2025 and Jan-2026 converts are repayable in ~1.23M SOL if not converted. At a sub-$4.25 / sub-$2.39 stock, you should assume SOL settlement — how do you repay ~52% of your treasury to bondholders in 2027–2028 without gutting the stack?
3. What are the exact current collateral coverage and the 175% margin-call level on the BitGo Prime facility today at SOL ~$73, and what SOL price forces a sale?
4. You hold 100% SOL, explicitly unhedged. Why no downside hedge (puts/collars) on a balance sheet that is now your entire enterprise?
5. Walk through the GSR arbitration: what is GSR's counterclaim quantum, what is your maximum exposure, and could the $15M/5x termination-fee provision attach?
6. Your disclosure controls are "not effective" with two material weaknesses — for a company valued off a single oracle-priced asset, what is the remediation timeline and who is accountable?
7. The CEO bought a subsidiary (VitaMedica) from the company, leases it a warehouse, and holds super-voting preferred. How does the board defend this related-party stack to minority holders?
8. CEO comp is tied to "market cap / treasury growth." Isn't that a direct incentive to dilute below NAV to grow the SOL count? Will you re-anchor it to SOL-per-share net of debt?
9. Define "adjusted SOL per share" precisely and reconcile it to basic SOL per share — why is adjusting out leverage the right lens for a levered vehicle?
10. With $3.5M cash and −$17M/9M operating burn, what is your runway absent further capital raises, and what is the trigger for a going-concern assessment?
11. What is the realistic revenue and cash contribution of the products remnant now that manufacturing is shut and distribution is outsourced — or should investors model it at zero?
12. The Alpha City Exchange royalty ($750K for 14.9% of gross revenue): what is the platform's user count and revenue today, and what are the milestone triggers actually worth?
13. What is the blended cost basis of the treasury today, and at what SOL price does consolidated book equity return to positive?
14. The locked-SOL 14% discount is a management estimate on ~40% of the treasury. Who validates it, and how would a wider discount affect covenant/collateral calculations?
15. Under what concrete conditions would the board conclude the DAT structure has failed and return to operating, wind down the leverage, or pursue a sale?

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