{"filing":{"accession_number":"0001477932-26-004015","cik":"0001775194","ticker":"UPXI","company_name":"UPEXI, INC.","form":"8-K","filing_date":"2026-06-25","report_date":null,"primary_document":"upxi_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1775194/000147793226004015/upxi_8k.htm"},"events":[{"id":13953,"run_id":12406,"accession_number":"0001477932-26-004015","anchor_item_number":"1.01","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.72,"summary":"The Company entered into a three-year Advisory Services Agreement with Hivemind Capital Partners on June 22, 2026, for business, operations, and capital markets advisory services, with quarterly equity compensation up to 1.25% annually and registration rights granted.","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11246,"accession_number":"0001477932-26-004015","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"The Company entered into a three-year Advisory Services Agreement with Hivemind Capital Partners on June 22, 2026, for business, operations, and capital markets advisory services. While the agreement involves equity compensation (quarterly share issuances up to 1.25% annually), the core transaction is a consulting/advisory services contract rather than a financing, M\u0026A, or governance event. The material nature stems from the three-year commitment, the ongoing equity dilution mechanism, and the registration rights granted, which would affect investor assessment of capital structure and future dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T20:38:40.453395+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13954,"run_id":12406,"accession_number":"0001477932-26-004015","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"The Company issued unregistered equity securities (Advisory Fee Shares) to Hivemind Capital Partners under Section 4(a)(2) and Regulation D Rule 506(b) as compensation under the advisory services agreement.","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11247,"accession_number":"0001477932-26-004015","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities (\"Advisory Fee Shares\") under Section 4(a)(2) and Regulation D Rule 506(b), representing a private placement to a qualified purchaser. The filing explicitly states the securities are unregistered and may not be resold absent registration or exemption, which is the hallmark of a dilutive issuance. While the specific number of shares and valuation are not detailed in this excerpt, the disclosure of an unregistered equity issuance is material to investors assessing capital structure and dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T20:38:40.453395+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11246,"accession_number":"0001477932-26-004015","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"The Company entered into a three-year Advisory Services Agreement with Hivemind Capital Partners on June 22, 2026, for business, operations, and capital markets advisory services. While the agreement involves equity compensation (quarterly share issuances up to 1.25% annually), the core transaction is a consulting/advisory services contract rather than a financing, M\u0026A, or governance event. The material nature stems from the three-year commitment, the ongoing equity dilution mechanism, and the registration rights granted, which would affect investor assessment of capital structure and future dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T20:38:40.453395+00:00","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-25"},{"id":11247,"accession_number":"0001477932-26-004015","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 discloses an unregistered sale of equity securities (\"Advisory Fee Shares\") under Section 4(a)(2) and Regulation D Rule 506(b), representing a private placement to a qualified purchaser. The filing explicitly states the securities are unregistered and may not be resold absent registration or exemption, which is the hallmark of a dilutive issuance. While the specific number of shares and valuation are not detailed in this excerpt, the disclosure of an unregistered equity issuance is material to investors assessing capital structure and dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T20:38:40.453395+00:00","company_name":"UPEXI, INC.","ticker":"UPXI","filing_date":"2026-06-25"}]}