Institutions cap Upexi (UPXI) ownership at 9.99% with convertible note

Rhea-AI Filing Summary

Upexi, Inc. has two institutional investors reporting a capped 9.99% stake in its common stock. MMCAP International Inc. SPC and Asset Management Inc. jointly report beneficial ownership of 6,276,777 shares of Upexi common stock.

This total includes 2,326,777 outstanding shares and a senior convertible note that is convertible into up to 3,950,000 additional shares. The note contains a 9.99% beneficial ownership limitation, meaning it cannot be converted to the point where the holders would own more than 9.99% of Upexi’s outstanding common shares. The filers state the holdings are not intended to change or influence control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

UPEXI, INC.

(Name of Issuer)

Common Stock, par value $0.00001

(Title of Class of Securities)

39959A205

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 39959A205

1

Names of Reporting Persons

MMCAP International Inc. SPC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,276,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,276,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,276,777.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Number of shares beneficially owned includes 2,326,777 shares of Common Stock and a senior convertible note convertible into up to 3,950,000 shares of common stock of the Issuer. The convertible note held by the Reporting Person may not be converted if, after giving effect to such conversion, the Reporting Person would own in excess of 9.99% of the issued and outstanding common shares of the Issuer.

SCHEDULE 13G

CUSIP No. 39959A205

1

Names of Reporting Persons

MM Asset Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,276,777.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,276,777.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,276,888.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Number of shares beneficially owned includes 2,326,777 shares of Common Stock and a senior convertible note convertible into up to 3,950,000 shares of common stock of the Issuer. The convertible notes held by the Reporting Person may not be converted if, after giving effect to such conversion, the Reporting Person would own in excess of 9.99% of the issued and outstanding common shares of the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: UPEXI, INC.
(b)	Address of issuer's principal executive offices: 3030 Rocky Point Drive, Suite 420, Tampa, FL 33607
Item 2.
(a)	Name of person filing: i) MMCAP International Inc. SPC ii) MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: i) c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P. O. Box 1348, Grand Cayman KY1-1108, Cayman Islands ii) 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, Ontario M5J 2S1 Canada
(c)	Citizenship: i) Cayman Islands ii) Ontario, Canada
(d)	Title of class of securities: Common Stock, par value $0.00001
(e)	CUSIP No.: 39959A205
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,276,777
(b)	Percent of class: Up to 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 6,276,777
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 6,276,777
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MMCAP International Inc. SPC

Signature:	Ulla Vestergaard
Name/Title:	Director
Date:	02/13/2026

MM Asset Management Inc.

Signature:	Hillel Meltz
Name/Title:	President
Date:	02/13/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement

FAQ

Who reported ownership of Upexi, Inc. (UPXI) shares in this Schedule 13G/A?

The filing shows MMCAP International Inc. SPC and Asset Management Inc. as reporting persons. They jointly report beneficial ownership of Upexi common stock, reflecting both existing shares and a senior convertible note tied to additional potential shares.

How many Upexi (UPXI) shares are beneficially owned according to the filing?

The investors report beneficial ownership of 6,276,777 Upexi common shares. This figure combines 2,326,777 outstanding shares with a senior convertible note that can be converted into up to 3,950,000 additional shares, subject to an ownership cap.

What percentage of Upexi (UPXI) common stock do the reporting persons hold?

The filing states the investors beneficially own up to 9.99% of Upexi’s common stock. A 9.99% beneficial ownership limitation in the convertible note prevents conversions that would push their ownership above this threshold at any time.

What securities are included in the Upexi (UPXI) beneficial ownership calculation?

Beneficial ownership includes 2,326,777 Upexi common shares plus a senior convertible note that is convertible into up to 3,950,000 additional shares. Both components are counted for beneficial ownership, subject to the 9.99% cap in the note terms.

Does this Upexi (UPXI) Schedule 13G/A indicate an attempt to gain control of the company?

The investors expressly certify the securities were not acquired to change or influence control of Upexi. They state the holdings are not connected with any transaction intended to affect control, other than limited nomination-related activities allowed under specific SEC rules.

What voting and dispositive power do the Upexi (UPXI) reporting persons have over the shares?

The filing reports no sole voting or dispositive power and shared voting and dispositive power over 6,276,777 shares. This means decisions to vote or sell these shares are shared, rather than controlled individually, by the reporting entities.