UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

 

FORM 8-K

_____________________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 5, 2026

_______________________________

 

UPEXI, INC.

(Exact name of registrant as specified in its charter)

_______________________________

 

Delaware

 

001-40535

 

83-3378978

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3030 N. Rocky Point Drive, Suite 420

Tampa, FL 33607

(Address of Principal Executive Offices) (Zip Code)

 

(727) 287-2800

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.00001

 

UPXI

 

NASDAQ

 

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 7.01. Regulation FD Disclosure.

 

On May 5, 2026, Upexi, Inc. (the "Company") issued a press release announcing that it will host a conference call to report its financial results for the third quarter of fiscal year 2026, ended March 31, 2026, on Tuesday, May 12, 2026 at 5:30 p.m. Eastern Time. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

On May 6, 2026, the Company issued a press release providing a periodic update regarding its previously announced $50,000,000 share repurchase program. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On May 7, 2026, the Company issued a press release announcing that Brian Rudick, the Company's Chief Strategy Officer, will present at the LD Micro Invitational XVI Conference being held at the Luxe Sunset Boulevard Hotel in Los Angeles, California, on May 17-19, 2026. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

The information furnished pursuant to this Item 7.01, including Exhibits 99.1, 99.2, and 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Exhibit Description

99.1

Press Release dated May 5, 2026

99.2

 

Press Release dated May 6, 2026

99.3

 

Press Release dated May 7, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 
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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.

 

 

 

 

 

Dated: May 7, 2026

 

/s/ Andrew J. Norstrud

 

 

 

Name: Andrew J. Norstrud

 

 

 

Title: Chief Financial Officer

 

 

 
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