UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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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 5.07 Submission of Matters to a Vote of Security Holders.
On August 19, 2025, Upexi, Inc. (the “Company”) (NASDAQ: UPXI) held a Special Meeting of Stockholders. 26,469,737 shares, or 66.62% of the total outstanding shares, were represented by proxies voted at the Special Meeting.
1. Increase of Shares to Incentive Plan
Stockholders voted to approve the amendment to increase the shares issuable pursuant to awards under the Incentive Plan from 10,000,000 to 25,000,000 shares.
For | Against | Withheld |
23,258,140 | 160,274 | 3,051,323 |
2. Approval of Issuance of Shares of Common Stock Pursuant to a $500M Securities Purchase Agreement
Stockholders voted to approve issuance of shares of common stock under a securities purchase agreement with Alliance Global Partners/A.G.P. that could exceed 20% of shares outstanding on the date the securities purchase agreement was executed with Alliance Global Partners.
For | Against | Withheld |
23,371,125 | 45,878 | 3,052,734 |
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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. |
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Dated: August 20, 2025 | /s/ Andrew J. Norstrud |
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| Name: Andrew J. Norstrud |
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| Title: Chief Financial Officer |
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