Upexi, Inc. Announces Closing of up to $23 Million Private Placement Common Stock and Warrants Offering

Rhea-AI Summary

Upexi (NASDAQ: UPXI) closed a private placement of 3,289,474 common shares and warrants at a combined purchase price of $3.04 per unit, generating approximately $10 million of gross proceeds at closing.

Warrants are exercisable to purchase up to 3,289,474 shares, representing potential additional cash proceeds of about $13 million if fully exercised. The company filed a registration statement on Dec 1, 2025 and agreed to use commercially reasonable efforts to have it declared effective within 60 days to permit resale. Net proceeds are expected to fund working capital, general corporate purposes and the firm's internally managed SOL maximum return strategy. A.G.P./Alliance Global Partners served as sole placement agent.

Positive

• Gross proceeds of approximately $10 million at closing
• Warrants provide potential additional $13 million cash if exercised
• Registration filed Dec 1, 2025 with 60‑day effectiveness commitment

Negative

• Issuance of 3,289,474 shares creates immediate dilution risk for shareholders
• Securities not initially registered, limiting immediate U.S. resale
• Placement agent fees and offering expenses will reduce net proceeds

News Market Reaction

+9.04%

42 alerts

+9.04% News Effect

+8.2% Peak in 2 hr 46 min

+$15M Valuation Impact

$179M Market Cap

0.6x Rel. Volume

On the day this news was published, UPXI gained 9.04%, reflecting a notable positive market reaction. Argus tracked a peak move of +8.2% during that session. Our momentum scanner triggered 42 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $15M to the company's valuation, bringing the market cap to $179M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Common shares issued: 3,289,474 shares Warrants issued: 3,289,474 warrants Unit purchase price: $3.04 +3 more

6 metrics

Common shares issued 3,289,474 shares Private placement common stock (or equivalents)

Warrants issued 3,289,474 warrants Warrants to purchase common stock

Unit purchase price $3.04 Combined price per share and warrant unit

Gross proceeds $10 million Aggregate gross proceeds at closing

Potential warrant proceeds $13 million Additional cash if warrants exercised

Resale effectiveness target 60 days Target to have resale registration effective after closing

Market Reality Check

Price: $0.7200 Vol: Volume 4,136,081 is at 0....

normal vol

$0.7200 Last Close

Volume Volume 4,136,081 is at 0.88x the 20-day average of 4,703,833 shares. normal

Technical Shares are trading below the 200-day MA of $6.01, reflecting a weak longer-term trend.

Peers on Argus

UPXI was down 4.3% while peers like ZIP (-3.83%) and others in its industry also...

UPXI was down 4.3% while peers like ZIP (-3.83%) and others in its industry also declined modestly, but scanner data shows no coordinated sector momentum, pointing to stock-specific dynamics around the financing.

Historical Context

5 past events · Latest: Dec 03 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Investor conferences	Neutral	+0.5%	Management participation in several December 2025 investor events and meetings.
Dec 02	Private placement close	Negative	+9.0%	Closing of $10M equity and warrant financing with potential $13M from exercises.
Nov 26	Private placement pricing	Negative	-7.0%	Pricing of 3.29M shares and warrants at $3.04 per unit above Nasdaq at-the-market.
Nov 13	Share repurchase plan	Positive	-4.7%	Authorization of a $50M share repurchase program for outstanding common stock.
Nov 11	Earnings and Solana gain	Positive	-4.2%	Record digital asset revenue and large unrealized Solana gain driving profitability.

Pattern Detected

Recent history shows several positive fundamental updates (earnings, buyback) followed by negative price reactions, while private placement news has produced mixed moves, suggesting inconsistent alignment between fundamentals and trading.

Recent Company History

Over the past month, Upexi reported record Q1 2026 results with total revenue of $9.2 million, net income of $66.7 million and a large unrealized Solana gain of $78.0 million, yet the stock fell 4.18%. A $50 million share repurchase program also preceded a 4.73% decline. By contrast, pricing of a $23 million private placement on Nov 26, 2025 saw a 7.02% drop, while closing the same deal on Dec 2, 2025 coincided with a 9.04% gain.

Market Pulse Summary

The stock moved +9.0% in the session following this news. A strong positive reaction aligns with how...

Analysis

The stock moved +9.0% in the session following this news. A strong positive reaction aligns with how UPXI previously traded around this closing, which saw a 9.04% move despite dilution risk. Historical patterns show some positive and negative price responses to financings, so investors often weighed fresh capital of $10 million plus up to $13 million in warrant proceeds against per-share impact and prior volatile moves after capital-raising news.

Key Terms

private placement, warrants, registration statement, U.S. Securities and Exchange Commission

4 terms

private placement financial

"today announced the closing of a private placement offering of 3,289,474 shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"and warrants to purchase up to 3,289,474 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration statement regulatory

"the Company filed a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

U.S. Securities and Exchange Commission regulatory

"the Company filed a registration statement with the U.S. Securities and Exchange Commission"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

AI-generated analysis. Not financial advice.

TAMPA, Fla., Dec. 02, 2025 (GLOBE NEWSWIRE) -- Upexi, Inc. (NASDAQ: UPXI) (the "Company" or "Upexi"), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced the closing of a private placement offering of 3,289,474 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 3,289,474 shares of common stock at a combined purchase price of $3.04 (the “Offering”). Aggregate gross proceeds were approximately $10 million from the Offering, with the potential for an additional approximately $13 million following the cash exercise of the warrants, before deducting placement agent fees and other estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the Offering for working capital, general corporate purposes and its internally managed, SOL maximum return strategy.

A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the Offering.

The offer and sale of the foregoing securities are 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. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) on December 1, 2025, covering the resale of the shares of common stock issued or underlying common warrants issued to the investors and agreed to use commercially reasonable efforts to have the registration statement declared effective within 60 days following the closing of the Offering.

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 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 potential exercise of the warrants and the potential additional gross proceeds from such exercise, and 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 or Jack Perkins
Email: Upexi@KCSA.com

Media Relations Inquiries
Greg or Katie @STiR-communications.com
STiR-communications.com

SOURCE: Upexi

FAQ

What did Upexi (UPXI) announce on December 2, 2025 about a private placement?

Upexi closed a private placement of 3,289,474 common shares and warrants at $3.04 per unit, raising about $10 million in gross proceeds.

How much additional capital could Upexi (UPXI) raise if warrants are exercised?

The warrants cover up to 3,289,474 shares and could raise approximately $13 million if fully exercised for cash.

When will Upexi (UPXI) allow resale of the offering shares in the U.S.?

Upexi filed a registration statement on Dec 1, 2025 and agreed to use commercially reasonable efforts to have it effective within 60 days of closing.

What will Upexi (UPXI) use the offering proceeds for?

The company expects to use net proceeds for working capital, general corporate purposes and its internally managed SOL maximum return strategy.

Who acted as placement agent for Upexi's (UPXI) private placement?

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