Upexi Inc. 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedJune 30, 2024 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-40535 UPEXI, INC. (Exact name of registrant as specified in its charter) Nevada Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes☐☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of December 31, 2023(the lastbusiness day of the registrant’s most recently completed second fiscal quarter) was approximately $17,409,735, based upon the closing As of December 16, 2024, the registrant had1,040,924shares of common stock, par value $0.001 per share, outstanding. Explanatory Note This Amendment No. 1 to Form 10-K ("Amendment No. 1") amends our Annual Report on Form 10-K for the fiscal year ended June30, 2024, filed on December 16, 2024 (the "Original Filing"). We are filing this Amendment No. 1 to attach as exhibits (i) the Upexi,Inc. Trading Policy, (ii) the Consent of our independent auditing firm, and (iii) the Upexi, Inc. Clawback Policy related to recovery oferroneously awarded executive compensation required to be adopted by December 1, 2023 and disclosed under Nasdaq Section 10D Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend orupdate in any way any other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may The audit report of GBQ Partners LLC, dated December 16, 2024, continues to apply to the consolidated financial statements includedin the Original Filing, and has not been updated, reissued, or dual dated in connection with this Amendment In addition Upexi, Inc.’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date ofthis filing in connection with this Form 10-K/A (Exhibit 31.1, 31.2, 32.1 and 32.2). Table of Contents Item 15. Exhibits and Financial Statement Schedules. (a)Consolidated financial statements (1)Consolidated financial statements for our company are listed in the index under Item 8 of this document. (2)All financial statement schedules are omitted because they are not applicable, not material or the required informationis shown in the consolidated financial statements or notes thereto. (b)Exhibits Description 19Trading Policy23.1Consent of Auditor31.1Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14a and 15d-14a, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 31.2Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002.*32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the * These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and ExchangeCommission and are not incorporated by reference in any filing of Upexi, Inc. under the Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended, whether made before or after the date hereo