UPEXI, INC. 8-K

What Happened Upexi, Inc. announced on June 22, 2026 that it entered into a three‑year Advisory Services Agreement with Hivemind Capital Partners, LLC to provide advisory and consulting services on business, operations and capital markets strategy. The advisor is a consultant only and has no authority to bind Upexi or execute transactions on its behalf. Compensation is primarily paid in shares of Upexi common stock measured quarterly, with the first measurement date set for June 30, 2026.

Key Details

• Advisory term: initial three years (entered June 22, 2026), renewable for successive one‑year periods by mutual agreement.
• Fee structure: quarterly advisory fee equal to 31.25 basis points (0.3125%) of Upexi’s market capitalization per quarter (aggregating to 125 basis points / 1.25% annually).
• Payment mechanics: Advisory Fee Shares issued quarterly in advance within 15 calendar days after each quarter‑end; number of shares = fee amount ÷ closing stock price on measurement date.
• Ownership cap and cash alternatives: Advisor (with affiliates) will not be issued shares that would put beneficial ownership over 9.99%; any excess fees are payable in cash. In a cash takeout transaction, the company (or successor) must pay cash for remaining scheduled fees.
• Termination and protections: agreement may be terminated for Disqualifying Actions (willful misconduct, gross negligence, fraud) or for uncured material breaches; if Advisor terminates for the company’s uncured material breach or the term expires, Advisor is entitled to full payment of fees that would have been payable for the remainder of the term.
• Registration rights: Upexi agreed to provide customary resale registration rights and to file a registration statement (Form S‑3 or, if unavailable, Form S‑1) within 30 calendar days after issuance of Advisory Fee Shares. The filing also discloses related unregistered issuance of equity securities.

Why It Matters For investors, this agreement creates an ongoing stock‑based advisory expense tied to Upexi’s market capitalization — effectively dilutive compensation if shares are issued each quarter (subject to the 9.99% ownership cap). The arrangement aligns advisor incentives with company market value and gives the advisor registration rights to resell issued shares. It also includes cash‑out protections and potential cash payments that could affect cash flow in a sale or if share issuance would breach the ownership cap.