Monitor shareholder vote outcome on November 24, 2026 — failure to approve the note proposals would likely trigger further Nasdaq delisting proceedings. The reverse split authorization, if executed, carries heightened delisting risk under Nasdaq Rule 5810(c)(3)(A)(iv) if the stock again falls below $1 within one year. Watch for any noteholder conversions post-approval that would accelerate dilution.
Price Chart
Executive Summary
Upexi is holding a special shareholder meeting on November 24, 2026, to seek retroactive approval for two convertible note issuances (July 2025 and January 2026) that Nasdaq determined violated Listing Rule 5635(a), and to authorize a reverse stock split (1:2 to 1:4) to regain compliance with Nasdaq's $1.00 minimum bid price requirement. The filing reflects severe distress: the company posted a $246.1M net loss for FY2026, has massive potential dilution from convertible notes (up to ~42M additional shares), and faces delisting risk if proposals are not approved.
Key Facts
- Nasdaq Staff determined on June 24, 2026, that the July 2025 and January 2026 convertible note issuances violated Listing Rule 5635(a) (20% issuance threshold without shareholder approval).
- July 2025 Notes: aggregate original principal of $151,169,169, convertible at $4.25/share; up to 35,293,205 additional shares issuable upon conversion.
- January 2026 Note: original principal $35,961,975, convertible at $2.39/share; after $19,542,635 principal retirement, ~6.87M shares issuable on remaining $16,419,340 balance.
- Reverse stock split proposal (1:2 to 1:4) to address Nasdaq minimum bid price deficiency notice received July 30, 2026.
- FY2026 net loss of $246.1M ($3.87/share) vs $13.7M loss ($1.73/share) in FY2025, driven by $195.1M unrealized losses on digital assets.
- CEO Allan Marshall controls 150,000 shares of Preferred Stock (100% of class, 10 votes each) and 5,185,149 shares of Common Stock (5.62%).
- Four 5%+ beneficial owners (MMCAP, Hivemind, EBT Group, Polar Asset) collectively hold 32.13% of common stock, all subject to 9.99% ownership limitations.
- Company previously effected a 1:20 reverse stock split on October 3, 2024.
Financial Impact
Potential dilution of up to ~42.2M additional shares from convertible notes (July Notes: 35.3M; January Note: 6.9M) on 88.2M shares outstanding as of record date. FY2026 net loss of $246.1M, with $195.1M unrealized digital asset losses. Cash of $5.8M as of June 30, 2026.
Risk Factors
- Delisting risk if note proposals fail or reverse split does not restore bid price compliance
- Massive dilution from up to 42M+ potential conversion shares on a 88M-share base
- Continued net losses and reliance on volatile digital asset (SOL) for revenue and treasury value
- CEO's 100% control of Preferred Stock (10 votes/share) concentrates voting power
- Prior reverse split (1:20 in Oct 2024) failed to maintain compliance, suggesting structural price weakness
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001477932-26-006188 |
| Document: 0001477932-26-006188-index-headers.html | 0001477932-26-006188 |
| Document: 0001477932-26-006188-index.html | 0001477932-26-006188 |
| Document: 0001477932-26-006188.txt | 0001477932-26-006188 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 13d ago | 8-K | $1.03 | awaiting T+20 | — | $0.7660 (−25.63%) |
Oct 13, 2026 13d ago | DEF 14A | $1.03 | awaiting T+20 | — | $0.7660 (+25.63%) |
Oct 7, 2026 19d ago | 8-K | $1.08 | awaiting T+20 | — | $0.7660 (−29.07%) |
Sep 17, 2026 5w ago | 8-K | $1.19 $0.9739 | ▲ +18.16% | ▲ +18.36% | $0.7660 (+35.63%) |
Sep 17, 2026 5w ago | Press Release | $1.19 $0.9740 | ▲ +18.15% | ▲ +18.36% | $0.7660 (+35.63%) |
Sep 14, 2026 6w ago | 8-K | $1.04 $1.08 | ▲ +4.35% | ▲ +1.37% | $0.7660 (−25.99%) |
Jul 17, 2026 14w ago | EFFECT | $0.8046 $0.7475 | ▼ −7.10% | ▼ −11.54% | $0.7660 (−4.80%) |
Jun 30, 2026 16w ago | 8-K | $0.8951 $0.7935 | ▼ −11.35% | ▼ −9.16% | $0.7660 (−14.42%) |
Jun 30, 2026 16w ago | Press Release | $0.7842 $0.8483 | ▲ +8.17% | ▲ +9.20% | $0.7660 (−2.32%) |
Jun 26, 2026 17w ago | 8-K | $0.8300 $0.8002 | ▲ +3.59% | ▲ +3.31% | $0.7660 (+7.71%) |
US Market Status
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