{"url_path":"/sec/upxi/8-k/2026-06-26/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1775194/0001477932-26-004047-index.html","accession_number":"0001477932-26-004047","cik":"0001775194","ticker":"UPXI","issuer_name":"UPEXI, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1775194/0001477932-26-004047-index.html","primary_entity_key":"0001775194","primary_entity_name":"UPEXI, INC."},"word_count":363,"has_tables":true,"body_markdown":"**Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.**\n\n \n\nOn June 24, 2026, Upexi, Inc. (the “Company”) received a letter from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined the Company is not in compliance with Nasdaq Listing Rule 5635(a). The Staff’s determination relates to two transactions that, individually and separately, which the Staff asserts violated Nasdaq’s shareholder approval requirements. The first transaction is the Company’s issuance of secured convertible notes in the aggregate original principal amount of $151,169,169, convertible at $4.25 per share, above the market price of the Company’s common stock on that date, in exchange for Solana (“SOL”) on July 9, 2025. The second transaction is the Company’s issuance of a secured convertible promissory note in the original principal amount of approximately $36 million, convertible at $2.39 per share, also above the market price on that date, in exchange for 265,500 locked SOL on January 9, 2026. The Staff determined that the notes, in the aggregate, are convertible into 20% or more of the Company’s pre-transaction shares and voting power outstanding, and that the Company did not obtain shareholder approval prior to the issuances as required by Rule 5635(a).\n\n \n\nThe notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.\n\n \n\nUnder the Nasdaq Listing Rules, the Company has 45 calendar days from the date of the letter, or until August 10, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the letter to evidence compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that determination to a Hearings Panel.\n\n \n\nThe Company is reviewing its available options to regain compliance and intends to submit a plan to Nasdaq within the required time period. There can be no assurance that the Company’s plan will be accepted or that, if accepted, the Company will be able to regain compliance with the applicable Nasdaq Listing Rules."}