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Item 9A. Controls and Procedures

2026-09-17 compared with 2025-09-24 · 182 added, 166 removed, 353 unchanged (50% of the section changed)

Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

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Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Management’s Report on Internal Control Over Financial Reporting

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This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2025.

The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses, which are indicative of many small companies with small staff:

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2026.

Remediation of Previously Identified Material Weaknesses

As reported in Item 9A of our Annual Report on Form 10-K for the year ended June 30, 2025, our management concluded that our internal control over financial reporting was not effective as of June 30, 2025 due to material weaknesses related to:

inadequate segregation of duties consistent with control objectives;

lack of multiple levels of supervision and review.

We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the current fiscal year, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

During the year ended June 30, 2026, management implemented additional processes and controls designed to remediate the material weaknesses and address its underlying causes.

Management’s internal control remediation efforts included the following:

Expanded the finance and accounting function to improve segregation of duties and management oversight.

Implemented formal preparer and reviewer controls over account reconciliations, financial reporting schedules, and SEC reporting.

Enhanced management review controls over significant transactions, accounting estimates, financial statement preparation, and related disclosures.

Formalized accounting policies, financial close procedures, and documentation supporting the execution and review of key internal controls.

Established ongoing monitoring procedures to evaluate the design and operating effectiveness of the enhanced controls and support management’s assessment of internal control over financial reporting.

As a result of the actions taken above, management has determined that the controls were effectively designed and operated effectively for a sufficient period of time.

Accordingly, management concluded that the previously identified material weaknesses in internal control over financial reporting have been remediated as of June 30, 2026.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.

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Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management’s Remediation Plan

The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff.

Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible.

However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.

During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we plan to implement the following changes in the current fiscal year as resources allow:

We have added additional qualified personnel to address inadequate segregation of duties and are in the process of implementing modifications to our financial controls through our newly implemented ERP that will enforce these controls systematically and enable tracking of the multiple review process;

We will add several workflow review processes with the new ERP and we expect to finalize these efforts by the end of the 2026 fiscal year.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our consolidated financial statements for the year ended June 30, 2025 are fairly stated, in all material respects, in accordance with U.S.

Changes in Internal Control 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.

Except as noted above, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Independent Registered Public Accounting Firm

Not applicable for an emerging growth company.

This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002.

As a non-accelerated filer, our management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Form 10-K.

Other Information

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Allan Marshall

Chief Executive Officer, Chairman of the Board

Chief Executive Officer, Director (Chairman)

Chief Financial Officer, Director

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He was previously a board member of Derm Tech International, a global leader in non-invasive dermatological molecular diagnostics.

Salkind in 2019 joined the Strategic Advisory Board of Bio Symetrics, a company that has built data services tools for automated pre-processing, integrated analytics, and predictive modeling to make machine learning accessible to scientists and providers.

Salkind joined the Strategic Advisory Board of Bio Symetrics, a company that has built data services tools for automated pre-processing, integrated analytics, and predictive modeling to make machine learning accessible to scientists and providers.

Their technology serves health and hospital systems, biopharma, drug discovery and precision medicine.

Salkind, a member of our audit committee, currently owns greater than ten percent (10%) of the outstanding voting securities of the Company.

Thomas Williams , 65, has over 40 years of experience in the insurance industry.

Williams , 66, has over 40 years of experience in the insurance industry.

He has served in multiple roles in both originations and the administration side of operations.

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

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

Thomas was 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.

He is an active member of the Risk Committee of Wyndham, a large Bermuda based captive.

He is a former member of the Risk Committee of Wyndham, a large Bermuda based captive.

He has extensive experience in the Offshore and European Union insurance markets in both developing the structures and implementing corporate governance.

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Williams completed a training program at Northwestern’s Kellogg Business School for Corporate Governance in Public Companies in 2013.

Lawrence H Dugan , 58, Director.

Dugan , 59, Director.

Dugan is a partner with the accounting firm Dorra & Dugan and has been since 1996.

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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

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 year ended June 30, 2026, each of its executive officers and directors has complied with Section 16(a) filing requirements except for:

Allan Marshall filed two late Forms 4 on July 24, 2025 (for transactions that occurred on July 11, 2025 and July 16, 2025) and on December 17, 2025 (for a transaction that occurred on October 1, 2025).

Andrew Norstrud filed two late Forms 4 on July 24, 2025 (for a transaction that occurred on July 16, 2025) and on November 21, 2025 (for a transaction that occurred on October 1, 2025).

Brian Rudick filed a late Form 4 on July 24, 2025 (for a transaction that occurred on July 16, 2025).

Gene Salkind filed a late Form 4 on July 30, 2025 (for transactions that occurred on July 11, 2025 and July 16, 2025).

Thomas Williams filed a late Form 4 on July 24, 2025 (for a transaction that occurred on July 16, 2025).

Lawrence Dugan filed a late Form 4 on July 24, 2025 (for transactions that occurred on July 15, 2025 and July 16, 2025).

Code of Business Conduct and Ethics

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Williams, and Mr.

Dugan as audit committee members meet the more stringent requirements under Rule 5605(c)(2) of the Nasdaq Listing Rules.

Dugan, as members of the Audit Committee, meet the more stringent requirements under Rule 5605(c)(2) of the Nasdaq Listing Rules.

Our Audit Committee is responsible for:

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The Audit Committee Charter is filed as Exhibit 10.11 hereto.

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

The Audit Committee met five times during the year ended June 30, 2026.

Compensation Committee

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The Compensation Committee met three times during the year ended June 30, 2026.

Nomination and Governance Committee

On January 27, 2021, our Board established a nomination and governance committee that operates under a written charter as approved by our Board.

The members of our nomination committee are Dr.

Nominating and Governance Committee

On January 27, 2021, our Board established a nominating and governance committee that operates under a written charter as approved by our Board.

The members of our Nominating and Governance Committee are Dr.

Gene Salkind, Mr.

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Lawrence Dugan.

Williams serves as chairman of the nomination and governance committee.

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 Compensation Committee Charter is filed as Exhibit 10.13 hereto.

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

Williams serves as chairman of the Nominating and Governance Committee.

Our Nominating and 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 and Governance Committee Charter is filed as Exhibit 10.13 hereto.

The Nominating and Governance Committee met twice during the year ended June 30, 2026.

Nominations to the Board of Directors

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We do not currently have any specific or minimum criteria for the election of nominees to the Board.

The Board, with the help of its nomination and corporate governance committee, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

The Board, with the help of its Nominating and Governance Committee, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

Stockholder Communications

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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.

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended June 30, 2026 and 2025.

Name and Principal Position

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Allan Marshall, CEO, and Director (2)

Andrew Norstrud, Chief Financial Officer (2)

Brian Rudick, Chief Strategy Officer (3)

Andrew Norstrud, CFO and Director (3)

Brian Rudick, CSO (4)

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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.

At June 30, 2026, Allan Marshall had an accrued and unpaid bonus of $3,930,000 not included in this compensation table.

At June 30, 2026, Andrew Norstrud had an accrued and unpaid bonus of $850,000 not included in this compensation table.

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

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

Accordingly, the salary reported for fiscal 2025 reflects only the portion of the fiscal year during which he served in that position.

At June 30, 2026, Brian Rudick had an accrued and unpaid bonus of $600,000 not included in this compensation table.

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Our directors and executive officers may receive share options at the discretion of our Board of Directors in the future.

We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except share options, restricted stock grants, and phantom stock units have been and may be granted at the discretion of our Board of Directors.

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

The value of the restricted stock grants is based on the fair market value of the underlying shares on the date of grant.

Phantom stock units are unsecured, unfunded contractual rights to receive a cash payment from the Company based on a 30- or 31-day average market price of the Company's common stock prior to the applicable payment date, settled solely in cash, and do not entitle the holder to any shares of common stock, voting rights, or dividends.

Employment Agreements

Allan Marshall

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.

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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.

Andrew Norstrud

On April 24, 2025, the Company entered into a new employment agreement with Andrew Norstrud as Chief Financial Officer (the “Norstrud Agreement”).

The Norstrud Agreement increases Mr.

Norstrud’s base salary to $350,000 per year and can be increased at the discretion of the Board of Directors.

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.

Norstrud and the Chief Executive Officer and the Compensation Committee.

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

In addition, Mr.

Norstrud may receive additional incentive compensation at the discretion of the Chief Executive Officer and the Board of Directors.

The term of the agreement is three years and will automatically renew for a one year period, if it is not terminated earlier.

The Norstrud 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”).

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Option Awards

Stock Awards (1)

Number of Securities Underlying Unexercised Options:

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Option Exercise Price

# of Shares or Units of Stock That Have Not Vested

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

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Allan Marshall, CEO, and Director

Andrew Norstrud, Chief Financial Officer and Director

Andrew Norstrud, CFO and Director

Brian Rudick, CSO

Gene Salkind, Director

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Lawrence H Dugan, Director

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.

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The table excludes vested restricted stock units that had not yet been settled through the issuance of shares of common stock as of June 30, 2026.

The following individuals held vested restricted stock units as of June 30, 2026:

Marshall, 2,075,000;

Norstrud, 449,167;

Rudick, 266,667;

Salkind, 37,500;

Dugan, 12,500.

Pension, Retirement or Similar Benefit Plans

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

We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options, restricted stock grants, and phantom stock units have been and may be granted at the discretion of our Board of Directors.

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

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

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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.

(1) Stock awards granted to Gene Salkind include 100,000 restricted stock 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.

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors have received and are expected in the future to receive stock options to purchase shares of our common stock, restricted stock grants, and phantom stock units as awarded by our Board of Directors.

Transactions with Related Persons

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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 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 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.

Number of Shares Beneficially Owned

The following table sets forth, as of June 30, 2026, certain information with respect to the beneficial ownership of our common and preferred shares by each shareholder, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our common and preferred shares, as well as by each of our current directors and executive officers, and our directors and executive officers as a group.

Beneficial ownership consists of a direct interest in the shares of common stock and preferred stock, except as otherwise indicated.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Each person has sole voting and investment power with respect to the shares of common stock and preferred stock, except as otherwise indicated.

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, i.e.

within 60 days of June 30, 2026.

Unless otherwise indicated, the address of each of the following persons is c/o Upexi, Inc., 3030 N.

Rocky Point Drive, Suite 420, Tampa, FL 33607.

Executive Officers and Directors :

Preferred Stock

Name of Beneficial Owner

Percentage of

Allan Marshall

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Andrew Norstrud

Lawrence Dugan

Thomas Williams

Lawrence Dugan

Directors and Executive Officers as a Group

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Represents less than 1% of the number of shares of our common stock outstanding

150,000 shares of preferred stock can be converted into 138,889 shares of common stock, at the election of the holder.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

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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 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.

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As of June 30 2026, there were 78,702,358 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) 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.

The number of shares beneficially owned includes any shares over which the person has sole or shared voting power or investment power and also any shares that the person can acquire within 60 days of June 30, 2026 through the exercise of any stock options or other right.

The percentages shown are based on the 78,702,358 shares of our common stock outstanding as of June 30, 2026.

For purposes of computing the percentages of outstanding shares of common stock held by each person, any shares that the person has the right to acquire within 60 days after June 30, 2026 are deemed to be outstanding with respect to such person but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person.

Represents (i) 1,171,260 shares of common stock, (ii) 138,889 shares issuable upon the conversion of preferred stock, (iii) 500,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iv) 2,475,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement.

Represents (i) 59,138 shares of common stock and (ii) 530,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement.

Represents (i) 538,597 shares of common stock, (ii) 300,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement, and (iii) 54,825 shares issuable upon the exercise of warrants.

Represents (i) 760,370 shares of common stock, (ii) 60,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iii) 75,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement.

Represents (i) 75,000 shares of common stock, (ii) 25,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iii) 25,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement.

Represents (i) 96,389 shares of common stock, (ii) 25,000 shares issuable upon the exercise of stock options that are exercisable within 60 days, and (iii) 25,000 shares issuable upon the vesting and settlement within 60 days of restricted stock units for which the holder may elect share settlement.

More than 5% Beneficial Owners:

Preferred Stock

Name of Beneficial Owner

Percentage of

MMCAP International Inc.

SPC / MM Asset Management Inc.

8,467,277 (1)

Hivemind Validation Master Fund

8,727,407 (2)

EBT Group Holdings LLC

8,727,407 (3)

Polar Asset Management Partners Inc.

8,727,407 (4)

5% Beneficial Owners as a Group

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Represents (i) 2,326,777 shares of common stock and (ii) shares of common stock issuable upon conversion of a convertible note.

The convertible note is subject to a 9.99% beneficial ownership limitation, which restricts the holder’s ability to convert the note to the extent that such conversion would result in the holder beneficially owning more than 9.99% of the Company’s outstanding common stock.

Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be converted within such limitation as of June 30, 2026.

Lawrence Leonard, the Chief Technical Officer of Admiral Admiration Ltd., the Manager of MMCAP International Inc.

SPC (the “Selling Securityholder”), has voting and investment control of the shares held by the Selling Securityholder and may be deemed to be the beneficial owner of such shares.

Leonard, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder.

The registered address of the Selling Securityholder is at c/o P.O.

Box 32021 SMB, Admiral Financial Centre, 90 Fort Street, Grand Cayman, Cayman Islands KY1-1208.

Represents (i) shares of common stock issuable upon conversion of a convertible note.

Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be converted within such limitation as of June 30, 2026.

Hivemind Validation QOZ GP (“Hivemind GP”) is the General Partner of the Selling Stockholder.

Hivemind Capital Partners, LLC (“HCP”) is the Investment Manager of the Selling Stockholder.

HCP’s voting and investment decisions are made by an investment committee comprised of Yechuan Zhang, Jake Greenstein and Emmanuel Vallod (the “Investment Committee Members”).

Each of Hivemind GP, HCP and the Investment Committee Members disclaim beneficial ownership of the securities held by the Selling Stockholder, except to the extent of pecuniary interest therein.

The address of Hivemind Capital Partners is 22nd Floor, 875 Sixth Avenue, New York, NY 10001.

Represents (i) shares of common stock issuable upon conversion of a convertible note.

Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be converted within such limitation as of June 30, 2026.Eric Taylor, the Manager of EBT Group Holdings LLC (the “Selling Securityholder”), has voting and investment control of the shares held by the Selling Securityholder.

Taylor may be deemed to be the beneficial owner of such shares.

Taylor, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder.

The registered address of the Selling Securityholders is at c/o 1575 North Park Drive, Weston, FL 33326.

Represents (i) shares of common stock issuable upon the exercise of warrants.

The warrants are subject to a 9.99% beneficial ownership limitation, which restricts the holder’s ability to exercise the warrants to the extent that such exercise would result in the holder beneficially owning more than 9.99% of the Company’s outstanding common stock.

Accordingly, the number of shares deemed beneficially owned reflects the maximum number of shares that may be exercised within such limitation as of June 30, 2026.

Andrew Ma, the Chief Compliance Officer of Polar Multi-Strategy Master Fund (the “Selling Securityholder”), has voting and investment control of the shares held by the Selling Securityholder and may be deemed to be the beneficial owner of such shares.

Ma, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder.

The registered address of the Selling Securityholder is at c/o 16 York Street, Suite 2900, Toronto, Ontario, Canada M5J 0E6.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has established an incentive plan, the 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 restricted stock.

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, 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 Company established the 2019 Equity Incentive Plan, as amended (the “2019 Plan”).

The plan grants incentives to select persons who can make, are making and continuing 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 restricted stock.

The 2019 Plan is administered by the Compensation Committee or such other committee as may be appointed by the Board of Directors pursuant to the 2019 Plan.

The Compensation 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 awards made under the 2019 Plan.

On September 18, 2024, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of its common stock at a rate of 1-for-20 (the "Reverse Stock Split"), which became effective as of October 3, 2024.

The Reverse Stock Split was approved by the Board of Directors in accordance with Nevada law.

Concurrently, the Company’s shareholders consented to, and the Board of Directors approved, an amendment of the 2019 Plan to increase the maximum number of shares that may be issued thereunder to 500,000 shares, as adjusted for the 1 for 20 reverse stock split.

On June 16, 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 500,000 shares to 10,000,000 shares.

On August 19, 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.

The following table summarizes information, as of June 30, 2026, relating to compensation plans under which equity securities are authorized for issuance.

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Equity compensation plans not approved by security holders

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* Consists of 664,200 options outstanding and 4,627,252 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.

** There have been 10,919 shares issued for the exercise of stock options and 651,573 shares issued for vested RSUs.

Certain Relationships and Related Transactions, and Director Independence

In March 2025, Allan Marshall purchased 125,000 shares of Series A preferred shares from the Company at a per share price of $2.60 per preferred share.

This purchase was settled through the cancellation of a $400,000 related party advance.

There are no advances due to Allan Marshall at June 30, 2026 and 2025.

On April 1, 2024, the Company entered into a lease agreement with MFA 2510 Merchant LLC, which is owned by our CEO, Allan Marshall.

The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $20,060 per month on a triple net basis.

The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $20,060 per month.

The initial term of the lease is five years.

The Company is responsible for real estate taxes, utilities, and repairs under the terms of certain of the operating leases and accounted for as non-lease components and not part of what we include in ROU assets.

The Company spent $611,768 in leasehold improvements to prepare the facility for product manufacturing, which will be amortized over the five-year lease term.

At June 30, 2024 there was $100,004 accrued for the deposit and 2 months’ rent, this was paid in June 2024 and is now kept current.

Product manufacturing was at full capacity and fully moved from the Nevada facility as of August 1, 2024.

On June 13, 2024, (the Company entered into a Stock Purchase Agreement (“SPA”) pursuant to which the Company sold one hundred percent (100%) of the issued and outstanding equity (the “Interests”) of its wholly owned subsidiary VitaMedica, Inc.

During the years ended June 30, 2026 and 2025, the Company recognized lease expense related to this lease of $186,536 and $320,050, respectively.

As a result of the Company’s course of action to terminate the CBD gummy and other operations, a loss on disposal of leasehold improvements of approximately $477,000 was recorded during the year ended June 30, 2026.

No such loss was recognized during the year ended June 30, 2025.

As of June 30, 2026, the Company no longer leases this facility or has obligations related to this facility.

On June 13, 2024, the Company entered into a Stock Purchase Agreement pursuant to which the Company sold one hundred percent (100%) of the issued and outstanding equity of its wholly owned subsidiary VitaMedica, Inc.

to three investors (the “Buyers”).

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.

The proceeds of the transaction will be used for working capital, the reduction of debt and the reduction of other liabilities currently outstanding.

Except as disclosed above, no director, executive officer, shareholder holding at least 5% of shares of our Common Stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the year ended June 30, 2025 and June 30, 2024, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

One of the minority interest Buyers is Allan Marshall, the Company’s CEO.

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

The proceeds of the transaction were used for working capital, the reduction of debt and the reduction of other liabilities.

At June 30, 2026, there was no outstanding purchase price receivable related to the transaction.

At June 30, 2025, the outstanding purchase price receivable was $2,000,000.

Except as disclosed above, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction during the years ended June 30, 2026 and 2025, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

1 unchanged sentence

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:

The aggregate fees billed for the most recently completed fiscal years ended June 30, 2026 and 2025 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:

Year Ended June 30,

Audit Related Fees

9 unchanged sentences

Incorporation by Reference

Amended and Restated Articles of Incorporation

Certificate of Amendment to Articles of Incorporation

Certificate of Change, dated September 11, 2024

Certificate of Correction, dated September 18, 2024

Certificate of Incorporation (Delaware)

Amended Bylaws

Bylaws (Delaware)

Certificate of Incorporation

Certificate of Amendment to Certificate of Incorporation

Specimen of Stock Certificate

Description of Securities

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

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

Form of Nonqualified Stock Option Agreement

7 unchanged sentences

2019 Amended and Restated Stock Incentive Plan, effective May 24, 2022

Loan Borrower Request, dated September 9, 2026, by and among Upexi, Inc., BitGo Prime, LLC and, solely with respect to Section 2(d) thereof, BitGo Trust, Inc.

Audit Committee Charter

1 unchanged sentence

Nominating Committee Charter

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