Upexi (NASDAQ: UPXI) investors approve larger equity plan and $500M stock issuance

Rhea-AI Filing Summary

Upexi, Inc. reported the results of a Special Meeting of Stockholders held on August 19, 2025. Stockholders representing 26,469,737 shares, or 66.62% of the total outstanding shares, were present by proxy.

They approved increasing the shares available under the Incentive Plan from 10,000,000 to 25,000,000 shares, with 23,258,140 votes for, 160,274 against, and 3,051,323 withheld. Stockholders also approved the issuance of common stock under a $500M securities purchase agreement with Alliance Global Partners that may exceed 20% of the shares outstanding on the agreement date, with 23,371,125 votes for, 45,878 against, and 3,052,734 withheld.

Positive

• None.

Negative

• Potential dilution from equity plan and purchase agreement: Incentive Plan capacity increased from 10,000,000 to 25,000,000 shares and stockholders authorized issuance of common stock under a $500M securities purchase agreement that may exceed 20% of shares outstanding on the agreement date, creating substantial potential equity dilution.

Insights

Equity & Corporate Governance Analyst

Shareholders approved a large equity plan expansion and a sizable stock issuance authorization.

Upexi obtained stockholder approval to increase its Incentive Plan capacity from 10,000,000 to 25,000,000 shares. This significantly expands the pool of shares available for equity awards to employees, directors, and other participants, which can support retention and compensation strategies while also increasing potential share issuance over time.

Stockholders also approved the issuance of common stock under a $500M securities purchase agreement with Alliance Global Partners that may exceed 20% of shares outstanding on the agreement date. This approval satisfies exchange rules on large issuances and permits the company to issue stock under that agreement, though actual issuance will depend on how the agreement is used.

The voting results show strong support for both items, with more than 23 million votes cast in favor of each proposal. Future company disclosures will be needed to see how many shares are ultimately granted under the Incentive Plan and issued under the securities purchase agreement.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2025

_______________________________

UPEXI, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware		001-40535		83-3378978
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

(727) 287-2800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001		UPXI		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 19, 2025, Upexi, Inc. (the “Company”) (NASDAQ: UPXI) held a Special Meeting of Stockholders. 26,469,737 shares, or 66.62% of the total outstanding shares, were represented by proxies voted at the Special Meeting.

1. Increase of Shares to Incentive Plan

Stockholders voted to approve the amendment to increase the shares issuable pursuant to awards under the Incentive Plan from 10,000,000 to 25,000,000 shares.

For	Against	Withheld
23,258,140	160,274	3,051,323

2. Approval of Issuance of Shares of Common Stock Pursuant to a $500M Securities Purchase Agreement

Stockholders voted to approve issuance of shares of common stock under a securities purchase agreement with Alliance Global Partners/A.G.P. that could exceed 20% of shares outstanding on the date the securities purchase agreement was executed with Alliance Global Partners.

For	Against	Withheld
23,371,125	45,878	3,052,734

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UPEXI, INC.
Dated: August 20, 2025	/s/ Andrew J. Norstrud
	Name: Andrew J. Norstrud
	Title: Chief Financial Officer

3

FAQ

What did Upexi, Inc. (UPXI) stockholders vote on at the Special Meeting?

Stockholders voted on two items: increasing the shares available under the Incentive Plan and approving the issuance of common stock under a $500M securities purchase agreement with Alliance Global Partners that may exceed 20% of shares outstanding on the agreement date.

How many Upexi (UPXI) shares were represented at the Special Meeting?

At the Special Meeting, 26,469,737 shares were represented by proxies, equal to 66.62% of Upexi's total outstanding shares.

What change was approved to Upexi's Incentive Plan share pool?

Stockholders approved increasing the shares issuable under Upexi's Incentive Plan from 10,000,000 to 25,000,000 shares, with 23,258,140 votes for, 160,274 against, and 3,051,323 withheld.

What did Upexi (UPXI) approve regarding the $500M securities purchase agreement?

Stockholders approved the issuance of shares of common stock under a $500M securities purchase agreement with Alliance Global Partners that could exceed 20% of the shares outstanding on the date the agreement was executed, with 23,371,125 votes for, 45,878 against, and 3,052,734 withheld.

Why was stockholder approval needed for Upexi's securities purchase agreement?

Approval was needed because the issuance of common stock under the $500M securities purchase agreement with Alliance Global Partners may exceed 20% of Upexi's outstanding shares on the agreement date, triggering stock exchange rules that require stockholder approval for such large equity issuances.

Who signed the Upexi (UPXI) report for the Special Meeting results?

The report summarizing the Special Meeting results was signed on behalf of Upexi, Inc. by Andrew J. Norstrud, Chief Financial Officer.