Key Highlights

  • Nasdaq staff concluded that UPEXI, INC. Is not in compliance with Listing Rule 5635 following two convertible‑note issuances.
  • A January 9 2026 promissory note of approximately $36 million converts at $2.39 per share and was exchanged for 265,500 locked SOL.
  • The notes, in the aggregate, could be converted into 20% of pre‑transaction shares, triggering the shareholder‑approval requirement.

UPEXI, INC. (NASDAQ: UPXI) was formally alerted by Nasdaq’s Listing Qualifications team on June 24 2026 that the firm is out of compliance with Listing Rule 5635. The breach stems from two separate convertible‑note transactions that, according to Nasdaq staff, should have been approved by shareholders before issuance. The notice does not suspend trading of UPXI shares on the Nasdaq Capital Market.

Nasdaq Compliance Context

Listing Rule 5635 requires that a company obtain shareholder consent when securities that can be converted into a material percentage of its equity are issued. The staff’s assessment indicates that the two notes together meet the threshold that obligates prior approval, which was not secured. Each note provides conversion at a price of $4.25 per share.

Proceeds from the offering were used to acquire Solana (SOL) tokens that were subsequently locked.

January 2026 Promissory Note Issue

A further secured convertible promissory note was executed on January 9 2026, carrying an original principal amount of approximately $36 million. This note is convertible at $2.39 per share and was exchanged for 265,500 locked SOL tokens.

Potential Dilution Impact

When considered together, the conversion rights under both notes could represent up to 20% of the company’s pre‑transaction share count and voting power. This level of potential dilution satisfies the threshold that mandates prior shareholder approval under Rule 5635. Nasdaq will review the plan and may allow additional time for the company to meet the rule’s requirements.

If the plan is not accepted, UPEXI can appeal the decision before a Nasdaq Hearings Panel.

Russell Micro‑Cap Index Inclusion

On June 26 2026, UPEXI announced that it would be incorporated into the Russell Micro‑Cap® Index, with the change taking effect at the opening of U.S. Equity markets on June 29 2026. Index inclusion often increases a company’s visibility to passive investors and may affect fund holdings.

Outlook and Risk Considerations

UPEXI is exploring several options to regain compliance and intends to file a remedial plan within the prescribed period. There is no guarantee that Nasdaq will approve the submitted plan or that the company will satisfy the rule’s requirements. Investors should watch forthcoming SEC filings and Nasdaq communications for updates on the company’s compliance status and any potential impact on the share price.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.