UPEXI, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s common stock is listed on the NASDAQ Stock Market LLC and is traded under the symbol “UPXI.” The Company’s common stock started trading on June 24, 2021. We consider our common stock to be thinly traded and, accordingly, reported sales prices or quotations may not be a true market-based valuation of our common stock. Holders of Record There were approximately 194 holders of record of the Company’s common stock on June 30, 2026. Dividend Policy We currently intend to retain our future earnings, if any, to finance the development and expansion of our businesses and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments, and such other factors as our board of directors deems relevant in its sole discretion. Accordingly, you may need to sell your shares of our common stock to realize a return on your investment; however, you may not be able to sell your shares at or above the price you paid for them. Securities Authorized for Issuance under Equity Compensation Plans 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. 33 Table of Contents The following table summarizes information, as of June 30, 2026, relating to compensation plans under which equity securities are authorized for issuance. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights* Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) ** Equity compensation plans approved by security holders 5,291,452 $ 2.64 19,046,056 Equity compensation plans not approved by security holders - - - Total 5,291,452 $ 2.64 19,046,056 _____________ * 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 651,573 shares issued for vested RSUs. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On July 16, 2025, the Company issued secured convertible notes in the aggregate principal amount of approximately $151.2 million, convertible into 35,569,224 shares of common stock at $4.25 per share. On July 11, 2025, the Company issued 12,457,186 shares of common stock, at an offering price of $4.00 per share and $4.94 per share to certain members of the Company’s management and members of the Board of Directors. On November 13, 2025, the Company announced a program to repurchase up to $50.0 million of its own common stock. The program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time. On November 26, 2025, the Company issued in the aggregate 3,289,474 shares of common stock and 3,289,474 common stock purchase warrants to purchase up to 3,289,474 shares of common stock for an aggregate purchase price of $10.0 million, representing a purchase price of $3.04 per share of common stock and accompanying warrant. Each warrant is exercisable for one share of common stock at an exercise price of $4.00 per share. 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. On June 21, 2026, the Company issued 5,250,000 shares of common stock and 6,992,300 pre-funded common stock purchase warrants to purchase up to 6,992,300 shares of common stock for aggregate purchase price of approximately $19.5 million, representing an effective purchase price of $1.60 per share of common stock and accompanying warrant. Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.00001 per share. 34 Table of Contents All of the securities issued by the Company as described above 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. Issuer Purchases of Equity Securities None. Item 6. [Reserved]