[SCHEDULE 13G/A] UPEXI, INC. Amended Passive Investment Disclosure
Upexi holder reports 9.99% ownership stake
Upexi, Inc. received an amended Schedule 13G showing that Hivemind Capital Partners, LLC and related entities report beneficial ownership of 8,928,365 shares of Common Stock, equal to 9.99% of the class.
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Upexi, Inc. received an amended Schedule 13G showing that Hivemind Capital Partners, LLC and related entities report beneficial ownership of 8,928,365 shares of Common Stock, equal to 9.99% of the class. All reported shares are held with shared voting and dispositive power; no shares are held with sole power.
The position described for the Hivemind entities includes 5,260,000 shares of Common Stock, 6,992,300 shares issuable upon exercise of pre-funded warrants, and 6,870,019 shares issuable upon conversion of a Secured Convertible Note due January 9, 2028, based on $16,419,340.46 of outstanding principal at a $2.39 per share conversion price. Both the pre-funded warrants and the note are subject to a 9.99% beneficial ownership limitation. Ownership percentages are calculated using 85,694,658 shares outstanding as of July 16, 2026.
Key Figures
Beneficially owned shares:8,928,365 sharesPercent of class:9.99%Shares outstanding:85,694,658 shares+5 more
8 metrics
Beneficially owned shares8,928,365 sharesShares of Upexi common stock beneficially owned by Hivemind entities
Percent of class9.99%Portion of Upexi common stock class beneficially owned
Shares outstanding85,694,658 sharesUpexi common stock outstanding as of July 16, 2026
Common shares held5,260,000 sharesComponent of Hivemind’s reported Upexi position
Shares from pre-funded warrants6,992,300 sharesCommon shares issuable upon exercise of pre-funded warrants
Shares from Secured Convertible Note6,870,019 sharesCommon shares issuable upon conversion of Secured Convertible Note due January 9, 2028
Convertible note principal$16,419,340.46Outstanding principal used to calculate conversion shares
Conversion price$2.39 per shareConversion price of the Secured Convertible Note into Upexi common stock
"The pre-funded warrants and the Note are each subject to a beneficial ownership limitation of 9.99%."
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pre-funded warrantsfinancial
"Shares of Common Stock issuable upon exercise of pre-funded warrants."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Secured Convertible Notefinancial
"Shares of Common Stock issuable upon conversion of the Secured Convertible Note due January 9, 2028."
A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.
shared voting powerregulatory
"Shared Voting Power 8,928,365.00 and Sole Voting Power 0.00."
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 8,928,365.00 and Sole Dispositive Power 0.00."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Upexi (UPXI) does Hivemind report owning?
Hivemind Capital Partners, LLC and related entities report beneficial ownership of 8,928,365 Upexi shares, representing 9.99% of the company’s Common Stock, based on 85,694,658 shares outstanding as of July 16, 2026.
How is Hivemind’s Upexi (UPXI) position structured?
The reported position consists of 5,260,000 common shares, 6,992,300 shares issuable from pre-funded warrants, and 6,870,019 shares issuable from a Secured Convertible Note due January 9, 2028, using a $2.39 per share conversion price.
What is the beneficial ownership cap in Hivemind’s Upexi (UPXI) instruments?
Both the pre-funded warrants and the Secured Convertible Note include a 9.99% beneficial ownership limitation, restricting exercises or conversions that would push Hivemind’s ownership above 9.99% of Upexi’s outstanding Common Stock.
What share count does Hivemind use to calculate its 9.99% stake in Upexi (UPXI)?
The 9.99% ownership percentage is calculated using 85,694,658 Upexi common shares outstanding as of July 16, 2026, as reported by Upexi in a prospectus supplement filed on Form 424B3.
Who are the reporting entities in this Upexi (UPXI) Schedule 13G/A?
The filing lists Hivemind Capital Partners, LLC, Hivemind Validation QOZ GP LLC, Hivemind Validation Master Fund, and Yechuan Zhang, each reporting 8,928,365 shares with shared voting and dispositive power and 0 sole voting or dispositive power.
What are the key terms of Hivemind’s Secured Convertible Note in Upexi (UPXI)?
The Secured Convertible Note is due January 9, 2028 and is based on $16,419,340.46 of outstanding principal, convertible at a price of $2.39 per share, with a 9.99% beneficial ownership limitation applying to conversions.
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
(Title of Class of Securities)
39959A205
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
39959A205
1
Names of Reporting Persons
Hivemind Capital Partners, LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,928,365.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,928,365.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,928,365.00
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)
OO
Comment for Type of Reporting Person: Consists of (i) 5,260,000 shares of Common Stock, (ii) 6,992,300 shares of Common Stock issuable upon exercise of pre-funded warrants, and (iii) 6,870,019 shares of Common Stock issuable upon conversion of the Secured Convertible Note due January 9, 2028, based on $16,419,340.46 of outstanding principal at a conversion price of $2.39 per share. The pre-funded warrants and the Note are each subject to a beneficial ownership limitation of 9.99%. Ownership percentages are based on 85,694,658 shares of Common Stock outstanding as of July 16, 2026, as reported by the Issuer in its prospectus supplement filed with the SEC on Form 424B3.
SCHEDULE 13G
CUSIP Number(s):
39959A205
1
Names of Reporting Persons
Hivemind Validation QOZ GP LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,928,365.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,928,365.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,928,365.00
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)
OO
Comment for Type of Reporting Person: Consists of (i) 5,260,000 shares of Common Stock, (ii) 6,992,300 shares of Common Stock issuable upon exercise of pre-funded warrants, and (iii) 6,870,019 shares of Common Stock issuable upon conversion of the Secured Convertible Note due January 9, 2028, based on $16,419,340.46 of outstanding principal at a conversion price of $2.39 per share. The pre-funded warrants and the Note are each subject to a beneficial ownership limitation of 9.99%. Ownership percentages are based on 85,694,658 shares of Common Stock outstanding as of July 16, 2026, as reported by the Issuer in its prospectus supplement filed with the SEC on Form 424B3.
SCHEDULE 13G
CUSIP Number(s):
39959A205
1
Names of Reporting Persons
Hivemind Validation Master Fund LP
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
8,928,365.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,928,365.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,928,365.00
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)
OO
Comment for Type of Reporting Person: Consists of (i) 5,260,000 shares of Common Stock, (ii) 6,992,300 shares of Common Stock issuable upon exercise of pre-funded warrants, and (iii) 6,870,019 shares of Common Stock issuable upon conversion of the Secured Convertible Note due January 9, 2028, based on $16,419,340.46 of outstanding principal at a conversion price of $2.39 per share. The pre-funded warrants and the Note are each subject to a beneficial ownership limitation of 9.99%. Ownership percentages are based on 85,694,658 shares of Common Stock outstanding as of July 16, 2026, as reported by the Issuer in its prospectus supplement filed with the SEC on Form 424B3.
SCHEDULE 13G
CUSIP Number(s):
39959A205
1
Names of Reporting Persons
Yechuan Zhang
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,928,365.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,928,365.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,928,365.00
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)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Upexi, Inc.
(b)
Address of issuer's principal executive offices:
3030 N. Rocky Point Drive, Suite 420, Tampa, FL 33607
Item 2.
(a)
Name of person filing:
Hivemind Capital Partners, LLC
(b)
Address or principal business office or, if none, residence:
c/o Hivemind Capital Partners, LLC
875 Avenue of the Americas, Floor 22
New York, New York 10001
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
39959A205
Item 4.
Ownership
(a)
Amount beneficially owned:
8,928,365
(b)
Percent of class:
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:
8,928,365
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
8,928,365
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.
