UPEXI, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The table below sets forth our market repurchases of common stock during the quarter ended March 31, 2026. Number of Shares Repurchased Average Price per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares Yet to Be Repurchased Under the Plans or Programs Stock Repurchases Quarter Ended March 31, 2026 January 1, 2026 to January 31, 2026 - $ - - $ 49,200,718 February 1, 2026 to February 28, 2026 1,637,500 0.76 1,637,500 47,954,267 March 1, 2026 to March 31, 2026 840,561 0.87 840,561 47,226,036 For the Three Months Ended March 31, 2026 2,478,061 $ 0.80 2,478,061 $ 47,226,036 35 Table of Contents On January 9, 2026, the Company issued secured convertible notes in the original principal amount of approximately $36.0 million, convertible into 15,046,851 shares of common stock at $2.39 per share. All of the securities issued by the Company were issued pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and corresponding state securities laws. None of the foregoing securities as well as common stock issuable upon conversion or exercise of such securities, have been registered under the Securities Act or any other applicable laws. For more information regarding securities issued, see the Liquidity and Capital Resources section to our Unaudited Condensed Consolidated Financial Statements included herein. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.