Upexi Sets Nov 24 Vote on 42M+ Share Issuance and 1:2–1:4 Reverse Split to Save Nasdaq Listing
UPXI has more than doubled off its 52-week low of $0.54 on light trading volume (0.3× avg).
Summary
Upexi's definitive proxy sets a November 24, 2026 special meeting to vote on issuing up to 42.2 million shares upon conversion of two convertible notes and authorizing a 1:2 to 1:4 reverse stock split to regain Nasdaq compliance.
Key Events · Corporate Governance and Compliance · UPXI
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Special Meeting Set for November 24
Shareholders will vote on four proposals at a special meeting on November 24, 2026, with a record date of September 25, 2026. As of the record date, 88,178,457 shares of Common Stock and 150,000 shares of Preferred Stock were outstanding.
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Up to 42.2M Shares at Stake
Proposal 1 (July Notes) could add up to 35,293,205 shares upon conversion at $4.25 per share. Proposal 2 (January Note) could add approximately 6.87 million shares upon conversion of the remaining $16,419,340 principal at $2.39 per share. Combined, this represents a potential 48% increase over the current 88.2 million shares outstanding.
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Reverse Split to Regain Nasdaq Compliance
Proposal 3 authorizes the Board to implement one or more reverse stock splits at a ratio between 1:2 and 1:4 over the next year. The company received a Nasdaq delisting notice on July 30, 2026, after its stock traded below $1.00 for 30 consecutive days. The split is intended to lift the share price above the minimum bid requirement.
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Nasdaq Rule 5635(a) Violation Remediation
Nasdaq Staff determined that the July 2025 and January 2026 convertible note issuances each independently violated Listing Rule 5635(a), which requires shareholder approval for issuances exceeding 20% of pre-transaction shares. Approval of Proposals 1 and 2 would resolve this compliance issue.
Analysis · UPXI · Crypto Assets
Upexi is asking shareholders to approve up to 42.2 million shares issuable upon conversion of two secured convertible notes — a potential 48% increase over the 88.2 million shares currently outstanding — plus a reverse stock split to regain Nasdaq compliance. The company received a delisting notice on July 30, 2026, after its stock traded below $1.00 for 30 consecutive days. The reverse split, at a ratio between 1:2 and 1:4, is the primary tool to lift the share price back above the minimum bid requirement. Approval of the note conversions would resolve Nasdaq's determination that the July 2025 and January 2026 note issuances violated Listing Rule 5635(a), which requires shareholder approval for issuances exceeding 20% of pre-transaction shares. The vote is scheduled for November 24, 2026, with a record date of September 25, 2026.
How filings like this one have moved
In the 30 days to Oct 29, 2026, 38.8% of the 970 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.46%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, UPXI was trading at $1.08 on NASDAQ in the Crypto Assets sector, with a market capitalization of approximately $95.2M. The 52-week trading range was $0.54 to $6.68. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.