UPEXI, INC.

For the period ended Nov 24, 2026. Filed Oct 13, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 24, 2026 · Filed Oct 13, 2026

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UPXI$0.64-2.9%Stored close · as of Nov 6, 2026

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DEF 14A 1 upxi_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

UPEXI, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

UPEXI, INC.

3030 N. Rocky Point Drive, Suite 420

Tampa, Florida 33607

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 24, 2026

Dear Shareholders:

We cordially invite you to attend the Special Meeting of Shareholders (the “Special Meeting”) of Upexi, Inc., a Delaware corporation (the “Company,” “Upexi,” “we,” “our,” or “us”), to be held on November 24, 2026 at 9:00 a.m. US Eastern Time. The Special Meeting will be held in-person only at Company’s office located at 3030 N Rocky Point Drive, Suite 420, Tampa, Florida 33607. Please see “Questions and Answers About These Proxy Materials and Voting” in the accompanying Proxy Statement for additional information regarding participation and voting.

The Special Meeting is being held for the following purposes:

1.	To approve, for purposes of Nasdaq Listing Rule 5635(a), the issuance and potential issuance of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), pursuant to the securities purchase agreements and secured convertible promissory notes dated July 16, 2025, including the shares previously issued upon a conversion of one of such notes, as more fully described in this Proxy Statement (the “July Note Proposal”);
2.	To approve, for purposes of Nasdaq Listing Rule 5635(a), the issuance and potential issuance of shares of Common Stock pursuant to the Securities Purchase Agreement and secured convertible promissory note dated January 9, 2026 between the Company and Hivemind Validation Master Fund, as more fully described in this Proxy Statement (the “January Note Proposal”);
3.	To approve an amendment to the Company’s Certificate of Incorporation to effect one or more reverse stock splits of our common stock over the course of the next year at a ratio ranging from 1:2 to 1:4, inclusive, as may be determined by our Board of Directors in its sole discretion, as more fully described in this Proxy Statement (the “Reverse Stock Split Proposal”); and
4.	To approve one or more adjournments or postponements of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are insufficient votes to approve either of the July Note Proposal or the January Note Proposal, or to establish a quorum (the “Adjournment Proposal”).

The record date for the determination of shareholders entitled to vote at the Special Meeting is September 25, 2026 (the “Record Date”). You are entitled to participate in-person in the Special Meeting if you were a holder of record of our Common Stock or Preferred Stock as of the close of business on the Record Date. Please note, if you plan to attend the Special Meeting in person, you will need to register in advance and receive an admission card to be admitted. Please follow the instructions on page 5 of the Proxy Statement. Please refer to the Q&A section below if you are a street name holder and would like to attend the Special Meeting. Record holders of shares may cast one vote for each share of our Common Stock and ten votes for each share of our Preferred Stock.

Your vote is important. We expect to mail a Notice of Internet Availability of Proxy Materials on or about October 13, 2026. The Notice will explain how to access the Proxy Statement and form of proxy card online, vote your shares, and request a paper or email copy of the proxy materials at no charge. Shareholders who have elected to receive paper copies will receive materials in accordance with their elections. If your shares are held through a broker or other nominee, follow the voting instructions it provides. Attending the Special Meeting alone will not revoke a previously submitted proxy. If you sign a proxy card or appoint the Proxies by telephone or internet, you may later revoke your appointment or change your vote by following the instructions in the accompanying proxy statement or attend the Special Meeting and vote the shares you hold of record on the meeting website. Attending the Special Meeting alone will not revoke a proxy card. If your shares are held in “street name” by a broker or other nominee, the record holder of your shares must vote them for you, so you should follow your broker’s or nominee’s directions and give it instructions as to how you want it to vote your shares. We would appreciate receiving your proxy by November 23, 2026.

By Order of the Board of Directors,

/s/ Allan Marshall

Allan Marshall

Chief Executive Officer

Tampa, Florida

October 13, 2026

TABLE OF CONTENTS

	Page
INTRODUCTION	1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	2
BACKGROUND AND DESCRIPTION OF THE NOTE TRANSACTIONS	5
PROPOSAL 1 – July Note Proposal	7
PROPOSAL 2 – January Note Proposal	8
PROPOSAL 3 – Reverse Stock Split Proposal	9
PROPOSAL 4 – Adjournment Proposal	12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	13
OTHER MATTERS	15
PROXY SOLICITATION AND COSTS	15
WHERE YOU CAN FIND MORE INFORMATION	15

Table of Contents

UPEXI, INC.

3030 N. Rocky Point Drive, #420, Tampa, Florida, 33607

PROXY STATEMENT

FOR

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD AT 9:00 A.M. EASTERN TIME ON NOVEMBER 24, 2026

ContentsView on SEC.gov

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