SCHEDULE: MMCAP, MM Asset Management Boost UPEXI Stake to 9.99%

MMCAP International Inc. SPC and MM Asset Management Inc. jointly reported beneficial ownership of 9.99% of UPEXI, INC.'s common stock, including convertible notes.

Summary

• MMCAP International Inc. SPC and MM Asset Management Inc. (the "Reporting Persons") have filed an Amendment No. 1 to Schedule 13G, reporting beneficial ownership in UPEXI, INC.'s Common Stock.
• The filing indicates that as of December 31, 2025, the Reporting Persons collectively beneficially own 6,276,777 shares (MMCAP International Inc. SPC) and 6,276,888 shares (MM Asset Management Inc.) of UPEXI, INC. common stock.
• This aggregate amount represents 9.99% of the class of UPEXI, INC.'s common stock for each reporting person.
• The beneficial ownership includes 2,326,777 shares of Common Stock and a senior convertible note convertible into up to 3,950,000 shares of common stock.
• The convertible note held by the Reporting Persons may not be converted if, after giving effect to such conversion, they would own in excess of 9.99% of the issued and outstanding common shares of UPEXI, INC.
• The Reporting Persons have shared voting power and shared dispositive power over these shares.
• The acquisition of these securities was not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, indicating significant institutional interest and a vote of confidence from sophisticated investors, albeit in a passive capacity.

Positives

• Increased institutional ownership by sophisticated investors, potentially signaling confidence in UPEXI, INC.'s long-term prospects.
• The investment includes a convertible note, providing future capital flexibility for the company upon conversion.

Negatives

• The 9.99% conversion cap indicates a passive investment strategy, suggesting the investors are not seeking to influence management or strategic direction.

Risks

• NA

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding UPEXI, INC.'s future operational or financial performance.

Management Comments

• "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." (Certification by Reporting Persons)

Industry Context

StockSavvy.ai notes that Schedule 13G filings indicate significant passive institutional investment, often seen as a positive signal for a company's stock, suggesting confidence from sophisticated investors. The inclusion of a convertible note is a common strategy for institutional investors to gain exposure and potential upside while managing their initial capital outlay.

Comparison to Industry Standards

• This filing represents a standard passive institutional investment, common among hedge funds and asset managers seeking exposure to public companies without triggering activist investor reporting requirements (e.g., Schedule 13D).
• The 9.99% ownership cap is a typical threshold observed in such filings, allowing investors to maintain a passive stance and avoid certain regulatory burdens associated with greater influence or control.

Stakeholder Impact

• Shareholders may view the increased institutional ownership as a positive indicator of the company's attractiveness to sophisticated investors, potentially boosting market confidence.
• The company benefits from the capital provided by the convertible note, which can be converted into equity, strengthening its capital structure.

Next Steps

• NA

Key Dates

Recommendation

The filing indicates a significant passive institutional investment in UPEXI, INC. by two entities, reaching just under 10% ownership. While this signals confidence from sophisticated investors, the filing itself does not provide operational or financial performance data to warrant a stronger recommendation. The investment, including a convertible note, suggests a long-term, passive interest, making a 'hold' recommendation appropriate for investors seeking to maintain their position or consider a cautious entry based on this institutional endorsement.

Keywords

UPEXI, Common Stock, Schedule 13G, Beneficial Ownership, Convertible Note, Institutional Investment, Passive Investment, MMCAP International Inc. SPC, MM Asset Management Inc.