UPEXI, INC. 8-K

What Happened UPEXI, Inc. announced that it amended its Certificate of Incorporation to increase its authorized capital stock to 1,010,000,000 shares. The amendment, approved by the board and shareholders (at a June 16, 2025 special meeting), was filed with the Delaware Secretary of State on January 22, 2026. The amended Article V now authorizes 1,000,000,000 shares of common stock and 10,000,000 shares of blank‑check preferred stock (par value $0.00001 per share).

Key Details

• Total authorized shares after amendment: 1,010,000,000.
• Common stock authorized: 1,000,000,000 shares; Preferred stock authorized: 10,000,000 shares.
• Shareholder approval occurred June 16, 2025; Certificate of Amendment filed Jan 22, 2026.
• The Certificate of Amendment was approved per Section 242 of the Delaware General Corporation Law and is filed as Exhibit 3.1 to the 8-K.

Why It Matters This filing increases the number of shares UPEXI can issue in the future but does not itself issue any shares. The addition of 10 million blank‑check preferred shares gives the company flexibility to structure future financings, stock‑based transactions, or other corporate actions without a further charter change. Investors should note the potential for dilution if the company subsequently issues common or preferred shares and watch for any future filings that announce specific issuances or financing plans.