Upexi (NASDAQ: UPXI) inks three-year advisory deal with Hivemind paid in stock
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Upexi, Inc. entered into a three-year Advisory Services Agreement with Hivemind Capital Partners, LLC to provide consulting on its business, operations and capital markets strategies. Hivemind acts solely as an adviser and cannot bind the company or execute transactions.
Upexi will pay quarterly advisory fees in common stock equal to 31.25 basis points of its market capitalization each quarter, for a total annual fee of 1.25%, with shares issued in advance within 15 days after each quarter-end measurement date starting June 30, 2026. Issuances are limited so that Hivemind and its affiliates do not exceed 9.99% beneficial ownership; any excess is paid in cash.
The equity issued as Advisory Fee Shares relies on a private placement exemption under Section 4(a)(2) and Rule 506(b) of Regulation D, and Upexi has agreed to provide customary registration rights, including filing a resale registration statement for those shares within 30 days after issuance.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Agreement term: 3 years
Quarterly advisory fee rate: 31.25 basis points
Annual advisory fee rate: 1.25%
+4 more
7 metrics
Agreement term
3 years
Initial term of Advisory Services Agreement
Quarterly advisory fee rate
31.25 basis points
Quarterly percentage of Upexi market capitalization
Annual advisory fee rate
1.25%
Aggregate annual fee based on market capitalization
Beneficial ownership cap
9.99%
Maximum Upexi common stock Hivemind and affiliates may own via fee shares
Registration filing deadline
30 calendar days
Time after issuance to file resale registration statement
Share issuance timing
Within 15 days
Deadline after each quarter-end measurement to issue Advisory Fee Shares
First measurement date
June 30, 2026
Initial date to measure market capitalization for advisory fee
Key Terms
Advisory Services Agreement, basis points, market capitalization, registration rights, +2 more
6 terms
Advisory Services Agreement financial
"the Company entered into an Advisory Services Agreement (the "Advisory Agreement") with Hivemind Capital Partners, LLC"
basis points financial
"a quarterly advisory fee, payable in shares of common stock ... equal to 31.25 basis points (0.3125%)"
Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.
market capitalization financial
"31.25 basis points (0.3125%) of the Company's market capitalization measured as of the last trading day of each fiscal quarter"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
registration rights financial
"The Company also agreed to provide the Advisor with customary registration rights with respect to the Advisory Fee Shares"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
Section 4(a)(2) regulatory
"in reliance upon the exemption from the registration requirements ... provided by Section 4(a)(2) of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506(b) of Regulation D regulatory
"and Rule 506(b) of Regulation D promulgated thereunder, as transactions not involving any public offering"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
FAQ
What advisory agreement did Upexi (UPXI) sign with Hivemind Capital?
Upexi signed a three-year Advisory Services Agreement with Hivemind Capital Partners, LLC to provide consulting on business, operations and capital markets strategies. The arrangement can renew annually by mutual agreement and defines Hivemind strictly as a non-binding adviser to the company.
How is Hivemind compensated under the Upexi (UPXI) advisory agreement?
Hivemind is paid quarterly in Upexi common stock equal to 31.25 basis points of Upexi’s market capitalization each quarter, totaling 1.25% annually. Shares are issued in advance within 15 days after each quarter-end measurement date, starting June 30, 2026.
What happens if the Upexi (UPXI) advisory agreement ends early or expires?
If Hivemind terminates the agreement because of Upexi’s uncured material breach, or if the agreement simply expires at term end, Hivemind is entitled to full payment of all fees that would have been payable for the remainder of the term, in stock or cash as applicable.