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.

As disclosed in a Current Report on Form 8-K on April 2, 2024, on April 1, 2024, Upexi, Inc. (the "Company") received a letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that, for thirty consecutive business days prior to the date thereof, the bid price for the Company's common stock (the "Common Stock") had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until September 30, 2024, to regain compliance.

The Common Stock did not regain compliance with the Minimum Bid Price Requirement within such period. The Company timely requested, and was granted by Nasdaq on October 1, 2024, an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement.

As disclosed in a Current Report on Form 8-K on September 26, 2024, the Company intends to effect a reverse stock split at 12:01 am ET, October 3, 2024, with the intent of regaining compliance with the Minimum Bid Price Requirement.

Forward-Looking Statements

Certain statements and information included in this current report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. When used in this current report, the words or phrases "will", "will likely result," "expected to," "will continue," "anticipated," "estimate," "projected," "intend," "goal," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include, but are not limited to, our ability to successfully execute our growth strategy, changes in laws or regulations, including final rules implemented under the No Surprises Act and related regulatory guidance, economic conditions, dependence on management, dilution to stockholders, lack of capital, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services of the Company, newly developing technologies, the Company's ability to compete, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition and the ability of the Company to obtain future financing. An extensive list of factors that can affect future results are discussed in the Company's Annual Report on form 10-K for the year ended June 30, 2023 and its Quarterly Reports on Form 10-Q for the periods ended September 30, 2023, and December 31, 2023, under the heading "Risk Factors" in Item IA thereof, and other documents filed from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed within this current report.