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Item 9A. Controls and Procedures

2025-09-24 compared with 2024-12-16 · 178 added, 64 removed, 341 unchanged (42% of the section changed)

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Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended June 30, 2024, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

The Company has added significant qualified resources to ensure proper segregation of duties and proper review of the financial reporting policies and procedures.

Attestation Report of the Independent Registered Public Accounting Firm

Not applicable for an emerging growth company.

Other Information

During the three months ended June 30,2025, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Chief Executive Officer, Chairman of the Board

Andrew Norstrud

Chief Financial Officer, Director

April 1, 2020

Chief Strategy Officer

January 1, 2021

Lawrence H Dugan

January 1, 2021

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Norstrud is a Florida licensed Certified Public Accountant.

Brian Rudick CFA , 43, Chief Strategy Officer.

Mr Rudick joined Upexi, Inc.

in May 2025 and brings deep expertise and connectivity in both traditional finance and crypto alike.

Most recently, Mr.

Rudick served as Head of Research for GSR, the largest digital asset market maker, where he demonstrated thought leadership externally and led internal business initiatives, including GSR’s lead investment into Upexi’s $100 million private placement.

Prior to GSR, Mr.

Rudick spent over a decade on Wall Street, primarily managing a long-short portfolio of bank stocks as a key member of financials-focused teams at Citadel, Balyasny, and Millennium.

Rudick started his career at the Federal Reserve, where he conducted research as part of the monetary policy process.

He holds a BSc from Duke University, an MBA from The University of Chicago, and is a CFA Charter holder.

Gene Salkind , 71, Director.

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Williams has a specialization in providing securitization mechanisms of illiquid insurance assets.

Thomas was with Smith Barney for his training in the capital markets and insurance industries.

He was also with Smith Barney for his training in the capital markets and insurance industries.

Williams is currently an officer and director in several Ireland based holding companies with a focus in the insurance industry.

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been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time, other than the filings of voluntary petitions for relief under Chapter 11 (Chapter 11 Proceedings) of the U.S.

Bankruptcy Code in the U.S.

Bankruptcy Court for the District of Nevada by Steam Distribution, LLC, One Hit Wonder, Inc., Havz, LLC, d/b/a Steam Wholesale, and One Hit Wonder Holdings, LLC, of which Mr.

Robert Hackett was an equity holder, managing member and/or officer;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

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1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership of such equity securities with the SEC.

Executive officers, directors, and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the forms furnished to the Company and written representations provided to the Company from the individuals required to file the reports, the Company believes that during the fiscal year ended June 30, 2025, each of its executive officers and directors has complied with Section 16(a) filing requirements except for:

Allan Marshall filed a late Form 4 on April 25, 2025 for transactions that had occurred on April 17, 2025 and March 12, 2025

Andrew Norstrud filed a late Form on April 25, 2025 for transactions that had occurred on April 17, 2025

Gene Salkin filed a late Form 4 on April 25, 2025 for transactions that occurred on April 17, 2025 and January 17, 2025

Lawrence Dugan filed a late Form 4 on April 25, 2025 for a transaction that had occurred on January 17, 2025

Thomas Williams filed a late Form 4 on April 25, 2025 for a transaction that had occurred on January 17, 2025

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics which is filed as Exhibit 14.1 of Form S1 as filed with the SEC on May 21, 2021.

The Company has adopted a Code of Business Conduct and Ethics, which is filed as Exhibit 14.1 to this Form 10-K.

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers, employees and all persons performing similar functions.

A copy of that code is attached as Exhibit 14.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 21, 2021.

We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission.

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(1) the integrity of the Company’s consolidated financial statements, (2) the effectiveness of the Company’s internal control over financial reporting, (3) the Company’s compliance with legal and regulatory requirements, (4) the independent registered public accounting firm’s qualifications and independence, (5) and the performance of the Company’s independent registered public accountants and (6) preparation of the audit committee report as required to be included in the Company’s annual proxy statement.

The Audit Committee Charter is filed as Exhibit 10.8 to this form 10K.

The audit committee met five times during the years ended June 30, 2024 and 2023.

The Audit Committee Charter is filed as Exhibit 10.11 hereto.

The audit committee met five times during the years ended June 30, 2025.

Compensation Committee

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The Compensation Committee Charter is filed as Exhibit 10.12 hereto.

The compensation committee met twice during the year ended June 30, 2024 and three times during the year ended June 30, 2023.

The compensation committee met three times during the year ended June 30, 2025.

Nomination and Governance Committee

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Our nomination and corporate governance committee is responsible for assisting the Board in (1) proposing a slate of qualified nominees for election to the Board by the shareholders or in the event of a Board vacancy, (2) evaluating the suitability of potential nominees for membership on the Board, (3) determining the composition of the Board and its committees, (4) monitoring a process to assess Board, committee and management effectiveness, (5) aiding and monitoring management succession planning and (6) developing, recommending to the Board, implementing and monitoring policies and processes related to the Company’s corporate governance guidelines.

The Nominating Committee Charter is filed as Exhibit 10.10 to the Company’s Form S-1 as filed with the SEC on May 21, 2021.

The nomination committee met twice during the years ended June 30, 2024 and 2023.

The Compensation Committee Charter is filed as Exhibit 10.13 hereto.

The nomination committee met twice during the year ended June 30, 2025.

Nominations to the Board of Directors

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A shareholder who wishes to communicate with our Board may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this filing.

Insider Trading Policies and Procedures

We have insider trading policies and procedures that govern the purchase, sale, and/or other disposition of the Company’s securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed to promote compliance by the Company and our directors, officers, and employees with insider trading laws, rules and regulations and the listing standards of Nasdaq.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation

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our principal executive officers;

SUMMARY COMPENSATION TABLE

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers (the “named executive officers” or “NEOs”) paid by us during the years ended June 30, 2025 and 2024.

Name and Principal Position

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Andrew Norstrud, Chief Financial Officer (2)

Anthony Bazan, COO (1)

Brian Rudick, Chief Strategy Officer (3)

_____________

Anthony Bazan resigned all positions with the Company on June 15, 2023.

At June 30, 2025, Allan Marshall had an accrued and unpaid bonus of $2,500,000 not included in this compensation table.

At June 30, 2025, Andrew Norstrud had an accrued and unpaid bonus of $350,000 not included in this compensation table.

Brian Rudick was newly appointed as Chief Strategy Officer on May 22, 2025.

At June 30, 2025, Brian Rudick had an accrued and unpaid bonus of $350,000 not included in this compensation table.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

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The value of the option awards is based on the intrinsic value at date of grant.

Represents equity-based compensation expense calculated in accordance with the provisions of Accounting Standards Codification Section 718 – Compensation – Stock Compensation, using the Black-Scholes option pricing model as set forth in Notes to our consolidated financial statements in Item 13.

Employment Agreements

On March 15, 2021, the Company entered a new employment agreement that superseded all previous agreements with Allan Marshall, Chairman and Chief Executive Officer (the “Marshall Employment Agreement”).

The Marshall Employment Agreement provides for a three-year term ending on March 15, 2025, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination.

On September 23, 2025, the Company entered an amended and restated employment agreement that superseded all previous agreements with Allan Marshall, Chairman and Chief Executive Officer (the “Marshall Employment Agreement”), effective July 1, 2025.

The Marshall Employment Agreement provides for a three-year term ending on April 24, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination.

Marshall received a starting base salary at the rate of $840,000 per year which can be adjusted by the Compensation Committee.

In the previous contract Mr.

Marshall was granted an option to purchase 1,111,112 shares of Common Stock at a price of $1.53 per share with 555,556 shares vesting immediately and 555,556 shares vesting ratably over a two-year period.

The options are exercisable for 10 years and provide for cashless exercise.

Marshall is entitled to receive an annual bonus based on criteria to be agreed to by Mr.

Marshall and the Compensation Committee.

Marshall has performance bonuses that Mr.

Marshall can earn based on the increase of shareholder value, the increase of the Company’s market cap / treasury growth and other criteria determined by the compensation committee.

The Marshall Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.

On February 1, 2021, the Company entered an employment agreement with Andrew Norstrud, Chief Financial Officer (the “Norstrud Employment Agreement”).

The Norstrud Employment Agreement provides for a three-year term ending on February 1, 2024, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination.

Marshall was granted an option to purchase up to 500,000 shares of common stock at a per share price of $2.28 with a term of five years and was awarded a restricted stock grant of 75,000 shares that cliff vests after six months of continued employment.

On April 24, 2025, the Company entered an employment agreement with Andrew Norstrud, Chief Financial Officer (the “Norstrud Employment Agreement”).

The Norstrud Employment Agreement provides for a three-year term ending on April 24, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination.

Norstrud received a starting base salary at the rate of $350,000 per year which can be adjusted by the Compensation Committee.

Norstrud was granted an option to purchase 388,889 shares of Common Stock at a price of $1.53 per share vesting ratably over a two-year period.

The options are exercisable for 10 years and provide for cashless exercise.

Norstrud was awarded a restricted stock grant of 100,000 shares that vests 10% per month for 10 months of continued employment.

Norstrud will be paid a quarterly bonus of between 30% and 100% of his salary as determined by the Chief Executive Officer.

Norstrud is entitled to receive an annual bonus based on criteria to be agreed to by Mr.

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The Norstrud Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.

On May 22, 2025, the Company entered an employment agreement with Brian Rudick, Chief Strategy Officer (the “Rudick Employment Agreement”).

Pursuant to the employment terms, Mr.

Rudick will be paid an annual salary of $300,000 and additional cash and equity performance bonuses per year.

In addition, Mr.

Rudick will be paid $950,000 in structured cash payments through December 31, 2025 and will be granted 400,000 shares of restricted stock that will vest during his first year of employment.

The initial term of employment is one year, that will automatically renew for one year if not terminated by Mr.

Rudick or the Company.

Outstanding Equity Awards at Fiscal Year- End Table

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Allan Marshall, CEO, and Director

Andrew Norstrud,

Chief Financial Officer and Director

Andrew Norstrud, Chief Financial Officer and Director

Gene Salkind, Director

1 unchanged sentence

Lawrence H Dugan, Director

Directors Compensation

Our directors also receive cash compensation of $5,000 per quarterly board meeting and receive $5,000 up to $7,000 per year for being committee chair.

As of June 30, 2025, Mr.

Norstrud had 20,000 shares that had vested, but had not yet issued.

As of June 30, 2025, Mr.

Rudick did not have outstanding option or stock awards granted out of the Company’s equity incentive plan.

Pension, Retirement or Similar Benefit Plans

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None of our directors or executive officers or any associate or affiliate of our Company during the last two fiscal years, is or has been indebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Directors Compensation

Our directors also receive cash compensation of $5,000 per quarterly board meeting and receive $5,000 up to $7,000 per year for being committee chair.

The table below summarizes the compensation we paid to our non-employee directors for the year ending June 30, 2025.

Fees Earned or Paid in Cash

Non-Equity Incentive

Compensation ($)

Nonqualified Deferred Compensation Earnings

Gene Salkind (3)

Thomas Williams

_____________

The amounts in this column reflect the aggregate grant date fair values of the stock options granted in fiscal year 2025 to the directors, in each case, calculated in accordance with FASB ASC Topic 718.

The actual value the director will realize is a function of the underlying shares if and when these awards are exercised and sold

Options outstanding as of June 30, 2025 for Lawrence H.

Dugan was 25,000, for Gene Salkind was 60,000 (including 35,000 that were unvested), and for Thomas Williams was 25,000.

Options granted to Mr.

Salkind include 35,000 granted for participation in a special advisory committee to the Company.

This award was granted outside of his compensation for his normal duties as Board member.

TRANSACTIONS WITH RELATED PERSONS

We have a written policy requiring that our Audit Committee review and approve related person transactions that involve us and are of the type that are required to be disclosed in our proxy statement by SEC rules.

A transaction may be a related person transaction if it’s a transaction between us and any of our directors, executive officers, owners of more than 5% of our common stock, or their immediate family (“related persons”) where the related persons have a material interest in the transaction.

The policy authorizes the Audit Committee to approve a related person transaction upon discussing with management the business rationale for the transaction.

On April 23, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with GSR Strategies LLC (the “Asset Manager”), pursuant to which the Asset Manager shall provide discretionary investment management services with respect to the Company’s cryptocurrency treasury (the “Account Assets”).

The Company shall pay the Asset Manager an asset-based fee (the “Asset-based Fee”) equal to 1.75% per annum, of the assets under the Asset Manager’s management, which shall be calculated and paid in advance as of the first business day of each calendar month, as determined by the Asset Manager in a commercially reasonable manner.

The Company issued warrants (the “GSR Warrants”) to the Asset Manager ( to purchase 2,192,982 shares of Common Stock at various prices per share of common stock as follows:

(i) 877,193 shares of Common Stock at an exercise price of $2.28 per share of Common Stock;

(ii) 438,596 shares of Common Stock at an exercise price of $3.42 per share of Common Stock;

(iii) 438,596 shares of Common Stock at an exercise price of $4.56 per share of Common Stock;

(iv) 438,597 shares of Common Stock at an exercise price of $5.70 per share of Common Stock.

The Asset Management Agreement will, unless early terminated in accordance with its terms, continue in effect until the twentieth (20th) anniversary of April 23, 2025.

The Asset Management Agreement may be terminated by the Company without cause solely upon a two-thirds majority vote of the Company’s common stockholders.

If the Company terminates the Asset Management Agreement for any other reason other than for cause, the Company shall pay the Asset Manager an early termination fee (the “Termination Fee) in the amount equal or greater of (i) five (5) times the aggregate amount of the management fees paid by the Company to the Asset Manager over the prior ten (10) year period, or (ii) $15 million.

The Asset Management Agreement may be terminated for Cause (i) by the Company upon at least thirty (30) days prior written notice to the Asset Manager and (ii) by the Asset Manager upon at least sixty (60) days prior written notice to the Company.

GSR Growth Investments LP, a related party of the Asset Manager, holds shared voting power over 4,006,210 shares of common stock, or approximately 7.45%, of the Company’s outstanding common stock.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the ownership, as of December 16, of our Common Stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities.

As of December 16, there were 1,040,924 shares of our Common Stock issued and outstanding.

The following table sets forth the ownership, as of June 30, 2025, of our Common Stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities.

As of June 30, 2025, there were 38,266,066 shares of our Common Stock issued and outstanding.

All persons named have sole or shared voting and investment control with respect to the shares, except as otherwise noted.

The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of the prospectus.

The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of June 30, 2025.

Unless otherwise indicated, the address for each beneficial owner is c/o Upexi, Inc., 3030 North Rocky Point Drive Suite 420, Tampa, Florida 33607.

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Ownership

Number of Shares Beneficially Owned

Percentage of

Allan Marshall

1,466,957 (2)

Andrew Norstrud

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Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of June 30, 2025.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding on November 8, 2024.

As of November 8, 2024, there were 1,045,429 shares of our company’s Common Stock issued and outstanding.

Represents (i) 151,423 shares of Common Stock, (ii) 104,167 shares issuable upon the exercise of stock options that are exercisable within 60 days, (iii) 13,889 shares issuable upon the conversion of preferred stock and (iv) 18,750 shares issuable upon the exercise of warrant.

As of June 30, 2025, there were 38,266,066 shares of our Company’s Common Stock issued and outstanding.

Represents (i) 151,423 shares of Common Stock, (ii) 138,889 shares issuable upon the conversion of preferred stock, (iii) 18,750 shares issuable upon the exercise of warrant, (iv), 657,895 shares acquired through a PIPE transaction in April 2025, and (v) 500,000 options granted in April 2025.

Represents (i) 365,127 shares of Common Stock and (ii) 25,000 shares issuable upon the exercise of stock option that are exercisable within 60 days.

Represents (i) 15,278 shares of Common Stock and (ii) 37,779 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Represents (i) 79,138 shares of Common Stock and (ii) 20,000 shares issuable upon vesting of restricted stock within 60 days.

Represents (i) 438,597 shares of Common Stock and (ii) 54,825 shares issuable upon the exercises of warrants.

Represents (i) 1,389 shares of Common Stock and (ii) 25,000 shares issuable upon the exercise of stock option that are exercisable within 60 days.

Represents 25,000 shares issuable upon the exercise of stock option that are exercisable within 60 days.

More than 5% Beneficial Holders:

Number of Shares Beneficially Owned

Attestor Value Master Fund LP (7)

GSR Growth Investments LP (8)

Michael Novogratz (9)

Reported shares are based on a Schedule 13G filed by Attestor Value Master Fund LP with the SEC on July 11, 2025 disclosing that it held shared voting power over 3,419,461 shares and shared dispositive power over 3,419,461 shares, beneficially owning in the aggregate 3,419,461 shares.

As indicated on the aforementioned Schedule 13G, the address for this Attestor Value Master Fund LP is PO Box 309 Grand Cayman E9.

Reported shares are based on a Schedule 13G filed by GSR Growth Investments LP with the SEC on April 30, 2025 disclosing that it held shared voting power over 2,306,060 shares and shared dispositive power over 2,306,060 shares, beneficially owning in the aggregate 2,306,060 shares.

As indicated on the aforementioned Schedule 13G, the address for GSR Growth Investments LP is 65 Curzon Street London, United Kingdom W1J8PE.

Reported shares are based on a Schedule 13G filed by Michael Novogratz with the SEC on May 1, 2025 disclosing that he held sole voting power over 2,192,983 shares and sole dispositive power over 2,192,983 shares, beneficially owning in the aggregate 2,192,983 shares.

As indicated on the aforementioned Schedule 13G, the address for this reporting person is C/O Galaxy Group Investments 107 Grand St New York, NY 10013.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has established a Company an incentive plan, 2019 Equity Incentive Plan as amended (the “2019 Plan”).

The plan grants incentives to select persons who can make, are making and continue to make substantial contributions to the growth and success of the Company, to attract and retain the employment and services of such persons and to encourage and reward such contributions by providing these individuals with an opportunity to acquire or increase stock ownership in the Company through either the grant of options or restructured stock.

The 2019 Plan is administered by the Compensation Committee or such other committee as is appointed by the Board of Directors pursuant to the 2019 Plan (the “Committee”).

The Company has established an incentive plan, the 2019 Equity Incentive Plan as amended (the “2019 Plan”).

The 2019 Plan is administered by the Compensation Committee or such other committee (the “Committee”) as is appointed by the Board of Directors pursuant to the 2019 Plan.

The Committee has full authority to administer and interpret the provisions of the 2019 Plan including, but not limited to, the authority to make all determinations with regard to the terms and conditions of an award made under the 2019 Plan.

On May 24, 2022, the Shareholders consented, and the Board of Directors approved the amendment of the 2019 Plan to increase the maximum number of Shares that may be issued thereunder by 222,223 Shares to 500,000 Shares.

The Board of Directors of the Company may from time to time, in its discretion grant to directors, officers, consultants and employees of the Company, non-transferable options to purchase common shares.

On May 24, 2022, the Shareholders consented, and the Board of Directors approved the amendment of the 2019 Plan to increase the maximum number of shares that may be issued thereunder by 222,223 shares to 500,000 shares, as adjusted for the 1 for 20 reverse stock split.

In June 2025, the 2019 Plan was further amended to increase the number of shares for issuance to 10,000,000.

The Board of Directors of the Company may from time to time, in its discretion, grant to directors, officers, consultants and employees of the Company, non-transferable options to purchase common shares, as well as restricted stock.

The options are exercisable for a period of up to 10 years from the date of the grant.

The following table summarizes information, as of June 30, 2025, relating to compensation plans under which equity securities are authorized for issuance.

Plan category

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Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

* Consists of 621,353 options outstanding and 221,917 RSUs outstanding.

**There have been 10,919 shares issued for the exercise of stock options and 117,908 shares issued for the vested RSUs.

On August 19, 2025, subsequent to the year ended June 30, 2025, the shareholders approved an amendment to the 2019 Plan to increase the number of shares issuable pursuant to awards granted under the 2019 Plan from 10,000,000 shares to 25,000,000 shares.

Certain Relationships and Related Transactions, and Director Independence

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to three investors (the “Buyers”).

One of the minority Interest Buyers is Allan Marshall, the Company’s Chief Executive Officers.

One of the minority Interest Buyers is Allan Marshall, the Company’s Chief Executive Officer.

The purchase price for the stock was Six Million Dollars ($6,000,000), subject to certain customary post-closing adjustments.

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The Board of Directors has determined that Gene Salkind, Lawrence Dugan and Thomas Williams are independent directors under the listing standards.

Gene Salkind owns greater than ten percent (10%) of the voting securities of the Company.

Principal Accountant Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended June 30, 2025, and 2024 for professional services rendered by the principal accountant for the audit of our annual consolidated financial statements and review of the consolidated financial statements and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Audit Related Fees and Acquisition Audit Fees

Audit Related Fees

All Other Fees

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Consolidated financial statements

Consolidated financial statements for our company are listed in the index under Item 8 of this document.

Consolidated financial statements for our Company are listed in the index under Part II, Item 8 of this Annual Report on Form 10-K.

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements or notes thereto.

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Certificate of Correction, dated September 18, 2024

Certificate of Incorporation (Delaware)

Amended Bylaws

Bylaws (Delaware)

Specimen of Stock Certificate

2019 Incentive Stock Plan (Amended and Restated as of February 8, 2021)

Description of Securities

2019 Incentive Stock Plan (Amended and Restated as of August 19, 2025)

Form of Nonqualified Stock Option Agreement

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Agreement to Unwind Securities Purchase Agreement, dated July 31, 2024

Employment Agreement, dated February 1, 2021, between Registrant and Andrew J.

Employment Agreement, dated March 15, 2021, between Registrant and Allan Marshall

Executive Employment Agreement dated May 3, 2021 between the Company and Robert Hackett

Employment Agreement, dated April 24, 2025, between Registrant and Allan Marshall

Employment Agreement, dated April 24, 2025, between Registrant and Andrew J.

Employment Agreement, dated May 23, 2025 between the Company and Brian Rudick

Equity Interest Purchase Agreement, dated August 31, 2023, between Registrant and Amplifyir Inc.

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Nominating Committee Charter

Form of Securities Purchase Agreement, dated as of April 20, 2025, between Upexi, Inc.