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Upexi Announces Closing of Approximately $150 Million Private Placement of Convertible Notes as Part of Previously Announced $200 Million Concurrent Offering

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private placement

Upexi (NASDAQ: UPXI) has successfully closed a $150 million private placement of convertible notes as part of a larger $200 million concurrent offering. The convertible notes were issued in exchange for Solana (SOL) cryptocurrency, featuring a 2.0% interest rate, $4.25 fixed conversion price, and 24-month maturity.

The transaction includes the previously announced $50 million private placement of common stock. Following the closing, Upexi's Solana treasury has more than doubled to approximately 1.65 million SOL from the previous 735,692 SOL. The notes are collateralized by SOL provided by the holders, with Big Brain Holdings serving as the lead investor.

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Positive

  • Secured significant funding of $200 million through concurrent offerings
  • More than doubled Solana treasury to 1.65 million SOL
  • Favorable 2.0% interest rate on convertible notes
  • Notes are fully collateralized by SOL cryptocurrency

Negative

  • Potential dilution risk from $4.25 per share conversion price
  • Exposure to cryptocurrency market volatility through SOL holdings
  • Additional debt obligations with 2.0% quarterly interest payments

News Market Reaction

-0.28% 3.5x vol
71 alerts
-0.28% News Effect
+16.4% Peak Tracked
-19.9% Trough Tracked
-$969K Valuation Impact
$345M Market Cap
3.5x Rel. Volume

On the day this news was published, UPXI declined 0.28%, reflecting a mild negative market reaction. Argus tracked a peak move of +16.4% during that session. Argus tracked a trough of -19.9% from its starting point during tracking. Our momentum scanner triggered 71 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $969K from the company's valuation, bringing the market cap to $345M at that time. Trading volume was very high at 3.5x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

TAMPA, Fla., July 17, 2025 (GLOBE NEWSWIRE) -- Upexi, Inc. (NASDAQ: UPXI) (the “Company” or “Upexi”), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced the closing of a private placement convertible note offering, with such convertible notes issued in exchange for locked and spot Solana (“SOL”), with an aggregate original principal amount of approximate $150 million (the “Note Offering”) with certain institutional investors and qualified purchasers.

The closing of the Note Offering alongside the previously disclosed $50 million private placement of common stock (the “Equity Offering”) resulted in approximately $200 Million of gross proceeds to the Company before deducting placement agent fees and other offering expenses.  

The Convertible Notes are collateralized by SOL provided by the respective holders. The Convertible Notes have an interest rate of 2.0% payable on a quarterly basis, a fixed conversion price of $4.25 per share and maturity of 24 months.

Big Brain Holdings acted as the lead investor in the Note Offering alongside additional institutional investors.

The SOL underlying the Note Offering became part of the Company’s Solana treasury upon closing. The Company has approximately 1.65 million SOL following the close of the Note Offering, more than doubling the previously disclosed balance of 735,692 SOL.

A.G.P./Alliance Global Partners acted as the sole placement agent in connection with the offering.

The offer and sale of the foregoing securities was made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Upexi, Inc.
Upexi is a brand owner specializing in the development, manufacturing, and distribution of consumer products. The Company has entered the cryptocurrency industry and cash management of assets through a cryptocurrency portfolio. For more information on Upexi’s treasury strategy and future developments, visit www.upexi.com.

Follow Upexi on X - https://twitter.com/upexitreasury
Follow CEO, Allan Marshall, on X - https://x.com/marshall_a22015
Follow CSO, Brian Rudick, on X - https://x.com/thetinyant

Company Contact
Brian Rudick, Chief Strategy Officer
Email:brian.rudick@upexi.com
Phone: (216) 347-0473

Media Contact
Gasthalter & Co.
Upexi@gasthalter.com

Investor Relations Contact
KCSA Strategic Communications
Valter Pinto, Managing Director
Email: Upexi@KCSA.com
Phone: (212) 896-1254


FAQ

What is the size of Upexi's (UPXI) convertible note offering in July 2025?

Upexi closed a $150 million private placement of convertible notes as part of a larger $200 million concurrent offering that includes a $50 million private placement of common stock.

What are the key terms of UPXI's July 2025 convertible notes?

The convertible notes have a 2.0% interest rate payable quarterly, a fixed conversion price of $4.25 per share, and a 24-month maturity. The notes are collateralized by Solana (SOL) cryptocurrency.

How much Solana (SOL) does Upexi hold after the July 2025 offering?

Following the offering, Upexi holds approximately 1.65 million SOL in its treasury, more than double its previous balance of 735,692 SOL.

Who was the lead investor in Upexi's July 2025 convertible note offering?

Big Brain Holdings acted as the lead investor in the note offering, alongside additional institutional investors.

Who was the placement agent for UPXI's July 2025 offering?

A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.
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