Upexi receives Nasdaq compliance notice over convertible note issuances
Upexi received a notice on June 24, 2026 from Nasdaq's Listing Qualifications staff determining the company violated Nasdaq Listing Rule 5635(a) by issuing convertible notes without shareholder approval. The violations involve two transactions: secured convertible notes with original principal of $151,169,169 convertible at $4.25 per share issued July 9, 2025 in exchange for Solana, and a secured convertible promissory note of approximately $36 million convertible at $2.39 per share issued January 9, 2026 in exchange for locked SOL. The staff determined the notes are collectively convertible into 20% or more of pre-transaction shares and voting power. The company has until August 10, 2026 to submit a compliance plan; if accepted, Nasdaq may grant an extension of up to 180 calendar days to evidence compliance. Trading of the company's common stock on Nasdaq Capital Market continues without immediate effect.
Key facts
- Nasdaq Listing Qualifications staff determination issued June 24, 2026
- Secured convertible notes original principal amount $151,169,169, convertible at $4.25 per share, issued July 9, 2025 for SOL
- Secured convertible promissory note original principal approximately $36 million, convertible at $2.39 per share, issued January 9, 2026 for 265,500 locked SOL
- Notes collectively convertible into 20% or more of pre-transaction shares and voting power
- 45 calendar days from letter date (until August 10, 2026) to submit compliance plan
- If plan accepted, extension of up to 180 calendar days from letter date to evidence compliance
- No immediate effect on listing or trading of common stock on Nasdaq Capital Market
- Violation of Nasdaq Listing Rule 5635(a) — failure to obtain shareholder approval prior to issuances
Why it matters
The company faces a compliance deadline and must submit a plan to regain approval under Nasdaq's listing rules, with the risk of delisting proceedings if the plan is rejected or if compliance cannot be demonstrated within the extension period.
Share
Derived from 8-K filed 2026-06-26. Not investment advice. View the source filing on SEC.gov →