Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws.; Change in Fiscal Year.

As previously disclosed, at the June 16, 2025 special meeting of the shareholders of Upexi, Inc. (the "Company"), the shareholders approved the increase (the "Amendment") of the number of authorized shares of the Company's capital stock to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock, par value $0.00001 per share (the "Common Stock"), and (ii) 10,000,000 shares of blank check preferred stock, par value $0.00001 per share (the "Preferred Stock"). On January 22, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Certificate of Incorporation (the "Certificate of Amendment"), which amended and restated Article V of the Company's Certificate of Incorporation to increase the Company's authorized capital stock to 1,010,000,000 shares, consisting of (i) 1,000,000,000 shares of Common Stock, and (ii) 10,000,000 shares of Preferred Stock.

The Certificate of Amendment was approved and adopted by the Company's board of directors and stockholders in accordance with Section 242 of the Delaware General Corporation Law.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.