SCHEDULE: Hivemind Capital Boosts Upexi Stake to 9.99%

Hivemind Capital Partners, LLC and its affiliates have disclosed a beneficial ownership stake of 9.99% in Upexi, Inc., primarily through common stock, pre-funded warrants, and a convertible note.

Summary

• Hivemind Capital Partners, LLC, along with its affiliates Hivemind Validation QOZ GP LLC, Hivemind Validation Master Fund LP, and Yechuan Zhang, has filed a Schedule 13G, indicating a significant ownership stake in Upexi, Inc.
• The total beneficial ownership is reported as 8,928,365 shares, representing 9.99% of the class of securities.
• This stake comprises 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.
• The conversion of the note is based on $16,419,340.46 of outstanding principal at a conversion price of $2.39 per share.
• Both the pre-funded warrants and the convertible note are subject to a beneficial ownership limitation of 9.99%.
• The ownership percentages are calculated based on 85,694,658 shares of Common Stock outstanding as of July 16, 2026, as reported by Upexi, Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, indicating significant investment and potential future upside, though it also highlights the inherent risks associated with convertible instruments and warrants.

Positives

• Significant investment by Hivemind Capital Partners, signaling confidence in Upexi, Inc.'s future prospects.
• The 9.99% ownership stake is close to the threshold that would trigger more stringent reporting requirements, suggesting a substantial commitment.
• The inclusion of pre-funded warrants and a convertible note indicates a strategic investment designed to potentially increase ownership over time.

Negatives

• The beneficial ownership is heavily reliant on the exercise of warrants and conversion of a note, which are contingent on Upexi's performance and market conditions.
• The 9.99% beneficial ownership limitation on warrants and the note means that further increases in ownership are restricted by these instruments' terms.

Risks

• The value of the investment is subject to the market price of Upexi, Inc. common stock, as well as the terms and conditions of the pre-funded warrants and the convertible note.
• Potential for dilution if Upexi, Inc. issues additional shares, which could impact the percentage ownership represented by the convertible note and warrants.
• The conversion price of $2.39 per share for the convertible note implies that the investment is predicated on the stock trading at or above this level for conversion to be economically favorable.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from Upexi, Inc. However, the investment structure suggests Hivemind Capital Partners anticipates future growth and value appreciation for Upexi, Inc.

Management Comments

• The filing includes a certification that the securities were not acquired or held for the purpose of or with the effect of changing or influencing the control of the issuer, nor 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.

Industry Context

StockSavvy.ai notes that significant stakes disclosed via Schedule 13G filings often signal a belief in a company's growth trajectory within its sector. The use of convertible instruments and warrants is a common strategy for institutional investors seeking to maximize returns while managing risk and regulatory thresholds.

Stakeholder Impact

• Shareholders: May view the increased stake as a positive signal of institutional confidence, but also note the potential for future dilution if warrants are exercised or notes converted.
• Management: May need to engage with Hivemind Capital Partners regarding their investment strategy and Upexi's performance.
• Creditors: The investment structure does not directly impact creditors but reflects ongoing confidence in the company's financial stability.

Next Steps

• Monitoring Upexi, Inc.'s stock performance and any future corporate actions that may affect the value or convertibility of Hivemind Capital Partners' holdings.
• Observing potential future filings from Hivemind Capital Partners or other significant investors.

Key Dates

Recommendation

The filing indicates a significant investment by a sophisticated entity, suggesting a belief in Upexi's future value. However, the ownership is structured through instruments with limitations and conversion triggers, making it a 'hold' rather than a 'buy' without further fundamental analysis of Upexi's business performance and prospects.

Keywords

Upexi, Inc., Schedule 13G, Hivemind Capital Partners, Beneficial Ownership, Pre-funded Warrants, Convertible Note, Investment Stake