UPEXI, INC. 8-K

What Happened

• Upexi, Inc. (UPXI) disclosed on June 26, 2026 that on June 24, 2026 it received a letter from Nasdaq Listing Qualifications notifying the company it is not in compliance with Nasdaq Listing Rule 5635(a). Nasdaq says two separate convertible-note transactions were issued without required shareholder approval.
• The transactions: (1) secured convertible notes totaling $151,169,169 issued July 9, 2025, convertible at $4.25 per share (issued in exchange for SOL), and (2) a secured convertible promissory note of ~$36 million issued January 9, 2026, convertible at $2.39 per share (for 265,500 locked SOL). Nasdaq determined the aggregate conversions equal 20% or more of Upexi’s pre-transaction shares and voting power.
• The notice does not immediately affect listing or trading. Upexi has 45 calendar days from the letter (until August 10, 2026) to submit a plan to regain compliance; if accepted, Nasdaq may grant up to 180 days to cure. Upexi said it intends to submit a plan and is reviewing options.

Key Details

• $151,169,169 in convertible notes issued July 9, 2025 (convertible at $4.25/share).
• ~$36 million convertible-note issued January 9, 2026 (convertible at $2.39/share for 265,500 locked SOL).
• Nasdaq ruled the aggregate conversions represent 20%+ of pre-transaction shares/voting power.
• Compliance plan due to Nasdaq by August 10, 2026; notice has no immediate delisting effect.

Why It Matters

• For investors, the Nasdaq notice highlights a regulatory compliance issue tied to past financings that could require shareholder approval or other corrective actions. Although trading continues for now, the company must file a remediation plan and may face further proceedings if Nasdaq rejects the plan.
• The convertible issuances at above-market conversion prices and their potential to dilute existing shareholders are material facts: investors should watch for the company’s filed compliance plan, any shareholder votes, and disclosures about conversion mechanics or potential impacts on share count.
• Separately, Upexi also announced it will be added to the Russell Microcap® Index effective at the open on June 29, 2026 (press release furnished with the 8-K).