Business Context and Reporting Period
Company: UPEXI, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2026
Event: Entry into a Material Definitive Agreement (Advisory Services Agreement) with Hivemind Capital Partners, LLC.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms of a new advisory agreement.
Material Changes and Agreement Terms
- Agreement Scope: Hivemind Capital Partners, LLC will provide advisory and consulting services regarding business, operations, and capital markets strategies. The Advisor has no authority to bind the Company.
- Term: Initial term of three years, renewable for successive one-year periods upon mutual written agreement.
- Compensation Structure:
- Quarterly advisory fee equal to 31.25 basis points (0.3125%) of the Company's market capitalization (measured as of the last trading day of each fiscal quarter).
- Aggregate annual fee of 125 basis points (1.25%).
- Payment is made in shares of common stock ("Advisory Fee Shares") issued quarterly in advance within 15 days of the measurement date.
- Share Cap: Issuance of shares is capped if the Advisor and affiliates would beneficially own more than 9.99% of outstanding common stock. Excess fees are payable in cash.
- Termination: Either party may terminate for Disqualifying Action (willful misconduct, gross negligence, or fraud). The Advisor may terminate for uncured material breach by the Company. Upon termination by the Advisor for breach or expiration, the Advisor is entitled to full payment of fees for the remainder of the term.
- Change of Control: In a cash takeout transaction, the Company must pay a cash amount in lieu of future share issuances based on the remainder of the term.
- Registration Rights: The Company agreed to file a resale registration statement (Form S-3 or S-1) within 30 days of share issuance.
Guidance, Risks, and Unusual Items
- Unregistered Sales: Advisory Fee Shares are issued under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as transactions not involving a public offering.
- Risk of Dilution: The agreement involves the issuance of new shares based on market capitalization, subject to the 9.99% ownership cap.
- Contingency: The agreement includes a "clawback" style provision where the Advisor receives full remaining term fees if the Company breaches the agreement or if the agreement expires naturally.
Investor Verification Checklist
- Verify the Company's current market capitalization to estimate the initial quarterly share issuance.
- Review the full text of the Advisory Services Agreement (Exhibit 10.1) for specific definitions of "Disqualifying Action" and "material breach."
- Monitor future filings for the actual number of shares issued and any cash payments made due to the 9.99% Share Cap.
- Assess the potential dilution impact on existing shareholders over the three-year term.
- Confirm the Advisor's current beneficial ownership percentage to determine proximity to the Share Cap.