Upexi Inc

Proposal 1 asks shareholders to approve the issuance and potential issuance of Common Stock under four July 16, 2025 securities purchase agreements and secured convertible promissory notes. The request includes 276,238 shares already issued upon a limited conversion by Arrington XRP Capital Fund, LP. The July Notes had an aggregate original principal amount of $151,169,169 and a fixed conversion price of $4.25 per share, subject to contractual adjustments and ownership limitations. As of September 25, 2026, the Company estimated that up to 35,293,205 additional shares could be issuable upon conversion. Nasdaq Staff determined that the July 2025 transactions independently implicated Listing Rule 5635(a), which generally requires shareholder approval for certain issuances connected with acquisitions when specified 20% thresholds are met or exceeded. Management is seeking approval as part of a remediation plan intended to address Nasdaq’s concerns and protect the Company’s continued listing, while expressly not admitting that approval was required when the transactions were entered into. If approved and accepted by Nasdaq Staff, the Company expects to be able to issue shares upon future conversions without regard to the applicable 20% limitation, subject to the Notes and other requirements. Such issuances could materially dilute existing shareholders and potentially pressure or increase the volatility of the stock price, but approval itself would not cause a conversion. The Board recommends voting FOR because it views approval as the most direct means of resolving the Nasdaq listing issue.

Proposal 2 asks shareholders to approve the issuance and potential issuance of Common Stock under the January 9, 2026 Securities Purchase Agreement and secured convertible promissory note with Hivemind Validation Master Fund. The January Note originally had a principal amount of $35,961,975 and a fixed conversion price of $2.39 per share, subject to adjustments, ownership limits, and other contractual conditions. A June 21, 2026 transaction retired and canceled $19,542,635 of principal in exchange for shares and pre-funded warrants, leaving an outstanding principal balance of $16,419,340. Based solely on that balance and the conversion price, approximately 6.87 million shares would be issuable before subsequent adjustments or other Note terms. Nasdaq Staff determined that the January 2026 transaction independently implicated Listing Rule 5635(a) because prior shareholder approval had not been obtained. Management is seeking approval as part of its remediation plan and to protect the Company’s continued Nasdaq listing, without admitting or waiving its position that approval was required. If approved and accepted by Nasdaq Staff, future conversions could proceed without regard to the 20% limitation that prompted the determination, subject to applicable contractual and regulatory requirements. Future issuance could dilute existing shareholders and place downward pressure on the market price or increase volatility, while approval itself would not compel conversion. The Board recommends voting FOR because it considers shareholder approval the most direct means of addressing Nasdaq’s concerns.

Proposal 3 would amend the Certificate of Incorporation to authorize one or more reverse stock splits of Common Stock at a ratio between 1:2 and 1:4. The Board would have sole discretion to select the ratio and timing and could implement the split any time before November 24, 2027. The Board could also abandon the amendment before it becomes effective without another shareholder vote. The principal stated purpose is to increase the per-share trading price and help the Company regain or maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00. The Company received a Nasdaq deficiency notice on July 30, 2026 and previously effected a 1-for-20 reverse split in October 2024. Management also cites potential benefits involving investor appeal and reduced transaction costs, but expressly acknowledges that the market price may not rise proportionately or remain elevated. A reverse split would not change authorized shares, leaving more authorized but unissued shares available for future financings, acquisitions, compensation, or other corporate purposes. That expanded availability could facilitate transactions but could also dilute existing holders or have anti-takeover effects. Outstanding equity awards, warrants, convertible notes, and other convertible or exercisable securities would generally receive proportionate adjustments, and fractional shares would be rounded up. The Board recommends voting FOR because it believes the flexibility to effect a reverse split is in the best interests of the Company and its stockholders and may support Nasdaq compliance.

Proposal 4 asks shareholders to authorize one or more adjournments or postponements of the Special Meeting. The stated purposes are to permit further solicitation of proxies supporting the July Note Proposal, the January Note Proposal, or the Reverse Stock Split Proposal, and to establish a quorum if necessary. The Company’s remediation plan contemplates holding the meeting early enough to allow an adjournment and continued solicitation if either Note Proposal lacks sufficient votes initially. Approval could allow the meeting to be delayed even after proxies opposing a Note Proposal have been received, giving the Company additional time to seek changed or additional votes. The filing explains that under the bylaws the Chairman may be able to adjourn without a shareholder vote in certain circumstances, including when a quorum is absent or insufficient votes exist. If shareholder approval is required, the proposal would pass by a majority of votes cast affirmatively or negatively. Abstentions and broker non-votes would not count as votes cast and therefore would have no effect on the outcome, though they would count toward quorum. The proposal is procedural rather than substantive and does not itself approve any Note issuance or reverse split. The Board recommends voting FOR to preserve flexibility for additional solicitation and meeting administration.