Upexi Announces Pricing of $36 Million Private Placement of Convertible Note Priced Above the Market
Rhea-AI Summary
Upexi (NASDAQ: UPXI) entered a private-placement agreement with Hivemind Capital Partners for a $36.0 million convertible note collateralized by locked Solana. The Note carries a 1.0% annual interest payable quarterly, a fixed conversion price of $2.39 per share (vs. prior close $2.12), and a 24-month maturity. Closing is expected on or about January 14, 2026. Upon closing the pledged SOL will join Upexi’s treasury, increasing it by about 12% to over 2.4 million SOL. The securities were sold in a private placement with no placement agent; the company said the deal is accretive to adjusted Solana per share if converted.
Positive
- Solana treasury increases ~12% to >2.4M SOL
- Note priced at a $2.39 conversion premium to $2.12 close
- In-kind collateral limits direct credit risk for the company
Negative
- Potential issuance of ~15.06M shares if Note converts
- 24-month maturity creates multi-quarter conversion overhang
News Market Reaction
On the day this news was published, UPXI gained 3.59%, reflecting a moderate positive market reaction. Argus tracked a peak move of +4.7% during that session. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $5M to the company's valuation, bringing the market cap to $149M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
UPXI was up 5.19% with peers PERI, ZH, ZIP, JFIN, and THRY also positive between 1.73% and 5.6%, but no names appeared in the momentum scanner and no same‑day peer news was flagged.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 09 | Investor conferences | Neutral | -4.9% | Management scheduled to present at two January 2026 investor conferences. |
| Jan 07 | Treasury strategy update | Positive | -5.7% | Announced high‑yield Solana treasury plan plus SOL holdings growth and buybacks. |
| Dec 30 | Nasdaq bell ceremony | Neutral | -4.4% | Planned Nasdaq closing bell event featuring company leadership in early January. |
| Dec 23 | Capital flexibility filing | Neutral | -7.5% | Filed to enhance flexibility for future capital raising at management’s discretion. |
| Dec 03 | Investor events | Neutral | +0.5% | Announced participation in several December 2025 investor and crypto conferences. |
Recent strategically positive announcements often saw negative or modest price reactions, indicating a tendency for the stock to sell off or underreact on good news.
Over the last few months, Upexi has focused on investor outreach and its Solana‑centric strategy. December and January releases emphasized conference participation and visibility, while an early‑January update detailed a high‑yield Solana treasury approach plus share repurchases and insider buying. Despite these constructive themes, 24‑hour reactions were negative for several events, including the treasury strategy update on Jan 7, 2026. Today’s convertible note private placement priced above market continues the pattern of using capital markets to expand the Solana treasury while investors weigh dilution and execution risk.
Market Pulse Summary
This announcement details a $36 million Solana‑collateralized convertible note with a low 1.0% coupon and a fixed conversion price of $2.39, above a prior $2.12 close. Upexi expects its Solana treasury to exceed 2.4 million SOL, continuing a strategy that lifted adjusted SOL per share by 34% in 2025. Investors may monitor future disclosures on how this leverage and potential dilution balance against Solana price risk, treasury performance, and ongoing capital‑markets activity.
Key Terms
convertible note financial
securities purchase agreement financial
private placement financial
registration statement regulatory
AI-generated analysis. Not financial advice.
Transaction to Increase Solana Treasury by
Offering is Accretive to Adjusted Solana per Share upon Conversion
TAMPA, Fla., Jan. 13, 2026 (GLOBE NEWSWIRE) -- Upexi, Inc. (NASDAQ: UPXI), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it has entered into a securities purchase agreement with Hivemind Capital Partners for the purchase of a Convertible Note in exchange for locked Solana with an aggregate original principal amount of approximately
The closing of the Note offering is expected to occur on or about January 14, 2026, subject to the satisfaction of customary closing conditions. The SOL underlying the Note will become part of the Company’s Solana treasury upon closing, at which point the Company expects to have over 2.4 million SOL in its treasury.
The securities were sold in a private placement directly to the institutional investor, and no placement agent or underwriter was engaged in connection with the offering.
“Upexi increased adjusted SOL per share by
Matt Zhang, Founder and Managing Partner of Hivemind, stated, "We believe in Upexi’s differentiated strategy, capital markets expertise, and demonstrated ability to create long-term value through disciplined execution. This transaction aligns with our conviction in Solana as a core digital asset and in Upexi as a leading public-market vehicle to gain exposure to it. We are thrilled to support Upexi’s growth and look forward to deepening our partnership with the Company.”
The offer and sale of the foregoing securities is being made in a transaction not involving a public offering, and the securities have not been and will not initially be 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, Inc. (Nasdaq: UPXI) is a leading digital asset treasury company, where it aims to acquire and hold as much Solana (SOL) as possible in a disciplined and accretive fashion. In addition to benefiting from the potential price appreciation of Solana - the cryptocurrency of the leading high-performance blockchain - Upexi utilizes three key value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases. The Company operates in a risk-prudent fashion to position itself for any market environment and to appeal to investors of all kinds, and it currently holds over two million SOL. Upexi also continues to be a brand owner specializing in the development, manufacturing, and distribution of consumer products. Please see www.upexi.com for more information.
Follow Upexi on X - https://x.com/upexitreasury
Follow CEO, Allan Marshall, on X - https://x.com/upexiallan
Follow CSO, Brian Rudick, on X - https://x.com/thetinyant
Forward Looking Statements
This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated use of proceeds. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Company Contact
Brian Rudick, Chief Strategy Officer
Email:brian.rudick@upexi.com
Phone: (203) 442-5391
Investor Relations Contact
KCSA Strategic Communications
Valter Pinto, Managing Director
(212) 896-1254
Upexi@KCSA.com
Media Relations Inquiries
Greg or Katie @STiR-communications.com
STiR-communications.com
FAQ
What are the key terms of Upexi's $36M convertible note (UPXI)?
When will Upexi (UPXI) close the convertible note transaction with Hivemind?
How much would UPXI potentially dilute shareholders if the $36M note converts?
How does the transaction affect Upexi's Solana treasury and exposure?
Was there an underwriter for Upexi's UPXI private placement?
