UPXI Upexi Inc

UPEXI, INC.

(Name of Issuer)

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

1.

NAME OF REPORTING PERSONS

Robert Hackett 

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

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5.

SOLE VOTING POWER

1,529,660

6.

SHARED VOTING POWER

- 0 -

7.

SOLE DISPOSITIVE POWER

1,529,660

8.

SHARED DISPOSITIVE POWER

- 0 -

 9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,529,660

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.5% (1)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

Item 1.

(a)

Name of Issuer: Upexi, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

Item 2.

(a)

Name of Person Filing: Robert Hackett

(b)

Address of Principal Business Office or, if none, Residence:

(c)

Citizenship or Place of Organization: United States of America

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 39959A106

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.

(b)

☐

Bank as defined in Section 3(a)(6) of the Act.

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act.

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(a)

Amount beneficially owned: 1,529,660

(b)

Percent of class: 8.5% (1)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 1,529,660

(ii)

Shared power to vote or to direct the vote: - 0 -

(iii)

Sole power to dispose or to direct the disposition of: 1,529,660

(iv)

Shared power to dispose or to direct the disposition of: - 0 -

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security

Being Reported on by the Parent Holding Company or Control Person.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certifications.

May 31, 2023

(Date)

/s/ Robert Hackett

(Signature)

Robert Hackett

(Name/Title)