Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Upexi, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
39959A205 (CUSIP Number) |
01/09/2026 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,841,923.00 | ||||||||
| 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) 10,000 shares of Common Stock and (ii) 6,831,923 shares of Common Stock issuable upon conversion of a secured convertible note of the Issuer in the principal aggregate amount of approximately $36.0 million (the "Note"), which conversion is subject to a 9.99% beneficial ownership limitation provision (the "Blocker"). Capital Partners holds the Note, however, the Blocker prohibits Capital Partners from converting the Note into shares of Common Stock if, as a result of such conversion, Capital Partners, together with its affiliates and any persons acting as a group together with Capital Partners or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Ownership percentages are based on 66,895,799 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026."
SCHEDULE 13G
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| CUSIP No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,841,923.00 | ||||||||
| 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) 10,000 shares of Common Stock and (ii) 6,831,923 shares of Common Stock issuable upon conversion of a secured convertible note of the Issuer in the principal aggregate amount of approximately $36.0 million (the "Note"), which conversion is subject to a 9.99% beneficial ownership limitation provision (the "Blocker"). Capital Partners holds the Note, however, the Blocker prohibits Capital Partners from converting the Note into shares of Common Stock if, as a result of such conversion, Capital Partners, together with its affiliates and any persons acting as a group together with Capital Partners or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Ownership percentages are based on 66,895,799 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026."
SCHEDULE 13G
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| CUSIP No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,841,923.00 | ||||||||
| 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) 10,000 shares of Common Stock and (ii) 6,831,923 shares of Common Stock issuable upon conversion of a secured convertible note of the Issuer in the principal aggregate amount of approximately $36.0 million (the "Note"), which conversion is subject to a 9.99% beneficial ownership limitation provision (the "Blocker"). Capital Partners holds the Note, however, the Blocker prohibits Capital Partners from converting the Note into shares of Common Stock if, as a result of such conversion, Capital Partners, together with its affiliates and any persons acting as a group together with Capital Partners or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion. Ownership percentages are based on 66,895,799 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026."
SCHEDULE 13G
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| CUSIP No. | 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,841,923.00 | ||||||||
| 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
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| 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.:
| |
| 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);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (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);
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| (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);
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| (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:
6,841,923 | |
| (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:
6,841,923 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
6,841,923 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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