Upexi (UPXI) Proxy filing summary

Executive summary

• Special meeting set for Nov. 24, 2026; proposals cover two convertible-note issuances, a discretionary 1:2–1:4 reverse split over the next year, and adjournment authority.

• Nasdaq staff found the July 2025 and January 2026 note transactions independently violated Listing Rule 5635(a); shareholder votes are sought as remediation without admission of a violation.

Voting matters and shareholder proposals

• July Notes had $151.17 million original principal, 2% annual interest and a $4.25 conversion price; up to 35,293,205 additional shares were estimated issuable as of Sept. 25, 2026, besides 276,238 shares already issued.

• January Note principal fell from $35.96 million to $16.42 million after a $19.54 million retirement; the remaining principal equated to ~6.87 million shares at the $2.39 conversion price, before other terms or adjustments.

• Note approvals would not compel conversion or change note terms; if Nasdaq accepts them as remediation, further conversions could exceed the 20% threshold and dilute existing holders.

• July and January Note Proposals require a majority of votes cast; the reverse split requires votes for to exceed votes against. The Board recommends FOR all four proposals.

• Adjournment authority would allow further proxy solicitation for note proposals, the reverse split, or a quorum; the Board says early scheduling allows additional solicitation if either note proposal initially lacks votes.

Board of directors and corporate governance

• The Board may select one or more reverse-split ratios from 1:2 to 1:4 and implement them before Nov. 24, 2027, or abandon the amendment before it takes effect.

• The Board may weigh trading price and volume, Nasdaq listing requirements, shares outstanding, market effects and administrative costs when choosing whether and how to proceed.