Failure to Satisfy Listing Rule (Form 8-K)

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.