STOCK TITAN

Upexi, Inc. (NASDAQ: UPXI) warned over failure to meet $1 bid price

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Upexi, Inc. reported that on July 30, 2026 it received a notification from Nasdaq that its common stock no longer meets the Nasdaq Listing Rule 5550(a)(2) minimum bid price requirement of $1.00 per share, after trading below that level for 30 consecutive business days from June 16 through July 29, 2026.

The notice does not immediately remove the stock from Nasdaq. Upexi has an initial 180-day compliance period, until January 26, 2027, during which its closing bid must be at least $1.00 for at least ten consecutive business days, or longer if Nasdaq so requires. The company is monitoring its share price and evaluating alternatives, including a possible reverse stock split, but there is no assurance it will regain or maintain Nasdaq listing compliance.

Positive

  • None.

Negative

  • Nasdaq noncompliance notice for $1.00 minimum bid increases the risk that Upexi’s common stock could ultimately be delisted from the Nasdaq Capital Market if compliance is not regained.
  • Deadline of January 26, 2027 to cure bid-price deficiency creates time pressure and may force actions such as a reverse stock split, which can be unfavorable for existing shareholders.

Filing Explained

If Upexi uses the stated reverse-split alternative, the consolidation would reduce the share count and raise the per-share price proportionally; the split itself would not change company value, and the filing describes this only as a possible step toward compliance.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) threshold for continued listing
Consecutive days below $1.00 30 business days From June 16, 2026 through July 29, 2026 triggering noncompliance
Initial compliance period length 180 calendar days Time granted to regain minimum bid price compliance
Compliance deadline January 26, 2027 End of the initial 180-day period to regain Nasdaq compliance
Required days at or above $1.00 Ten consecutive business days Minimum streak of closing bids at or above $1.00 to cure deficiency
Reverse split timing buffer Ten business days Reverse stock split must be completed this long before period expiration
Nasdaq Listing Rule 5550(a)(2) regulatory
"not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)"
minimum bid price requirement financial
"not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Capital Market regulatory
"provided that the Company satisfies the applicable Nasdaq Capital Market continued-listing requirement"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"If the Company elects to implement a reverse stock split to regain compliance"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
market value of publicly held shares financial
"provided that the Company satisfies the applicable Nasdaq Capital Market continued-listing requirement for the market value of publicly held shares"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What did Upexi (UPXI) disclose about its Nasdaq listing status?

Upexi disclosed it received a Nasdaq notice of noncompliance with the $1.00 minimum bid requirement after its stock closed below $1.00 for 30 consecutive business days between June 16 and July 29, 2026.

What is Nasdaq’s minimum bid price requirement affecting Upexi (UPXI)?

Nasdaq Listing Rule 5550(a)(2) requires Upexi’s common stock to maintain a minimum bid price of $1.00 per share. Falling below this level for 30 consecutive business days triggered the current noncompliance notice.

How long does Upexi (UPXI) have to regain Nasdaq bid-price compliance?

Upexi has an initial 180-day period, until January 26, 2027, to regain compliance by achieving a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during that period.

What happens if Upexi (UPXI) does not regain compliance by January 26, 2027?

If Upexi does not regain compliance by January 26, 2027, it may qualify for an additional 180-day period if it meets other Nasdaq Capital Market listing standards and states an intention to cure the deficiency, potentially including a reverse stock split.

Could Upexi (UPXI) use a reverse stock split to meet Nasdaq rules?

Yes. Upexi states it may consider a reverse stock split as an option to restore the $1.00 minimum bid. Any reverse split intended for this purpose must be completed at least ten business days before the end of the applicable compliance period.

Does the Nasdaq notice immediately delist Upexi (UPXI) shares?

No. The Nasdaq notice does not immediately delist Upexi’s common stock. The shares remain listed on the Nasdaq Capital Market while the company works within the initial 180-day compliance period to restore the minimum bid price.

 

  

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): July 30, 2026

_______________________________

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 30, 2026, Upexi, Inc. (the “Company”) received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share. Nasdaq’s determination was based on the closing bid price of the Company’s common stock being below $1.00 per share for 30 consecutive business days from June 16, 2026 through July 29, 2026.

 

The notification letter does not result in the immediate delisting of the Company’s common stock. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until January 26, 2027, to regain compliance with the minimum bid price requirement.

 

To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period, although Nasdaq may, in its discretion, require the Company to maintain a closing bid price of at least $1.00 per share for a longer period. If the Company elects to implement a reverse stock split to regain compliance, the reverse stock split must be completed no later than ten business days before the expiration of the compliance period.

 

If the Company does not regain compliance by January 26, 2027, the Company may be eligible for an additional 180-calendar-day compliance period, provided that the Company satisfies the applicable Nasdaq Capital Market continued-listing requirement for the market value of publicly held shares and all other applicable initial-listing standards, other than the minimum bid price requirement, and provides written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.

 

The Company intends to actively monitor the closing bid price of its common stock and evaluate available alternatives to regain compliance with Nasdaq’s minimum bid price requirement within the applicable compliance period. These alternatives may include, if appropriate, effecting a reverse stock split. There can be no assurance that the Company will regain compliance with the minimum bid price requirement within the applicable compliance period or otherwise maintain compliance with the other continued-listing requirements of Nasdaq.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Exhibit Description

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

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: July 31, 2026

 

/s/ Andrew J. Norstrud

 

 

 

Name: Andrew J. Norstrud

 

 

 

Title: Chief Financial Officer

 

 

 

3

 

Filing Exhibits & Attachments

5 documents