Upexi, Inc. Announces Pricing of ~$19.5 Million Private Placement of Common Stock

Upexi (NASDAQ: UPXI) entered into a securities purchase agreement with an existing accredited investor for a ~$19.5 million private placement of common stock or pre-funded warrants.

Rhea-AI Summary

Upexi (NASDAQ: UPXI) entered into a securities purchase agreement with an existing accredited investor for a ~$19.5 million private placement of common stock or pre-funded warrants. The deal covers 12,242,300 shares at ~$1.60 per share, exchanging equity for debt reduction and using no placement agent.

Positive

• Approximately $19.5 million of existing debt to be reduced via equity exchange
• Issuance of 12,242,300 shares at a defined price of about $1.60
• No placement agent used, potentially lowering transaction-related cash costs

Negative

• Potential shareholder dilution from issuing 12,242,300 new shares or pre-funded warrants
• Transaction structured as debt reduction, providing no new cash proceeds
• Legal and other offering fees will still reduce company resources

Argus Jun 22 session

-4.69% close to close 1.5x rel. volume Open Argus

Details

News Market Reaction – UPXI

On Jun 22, the day this news came out, UPXI closed 4.69% below the previous close. That session’s volume was 1.5x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Jun 22 session.

Key Figures

Shares issued: 12,242,300 shares Issue price: $1.60 per share Debt reduction: $19.5 million

Shares issued

12,242,300 shares

Common stock or pre-funded warrants in this private placement

Issue price

$1.60 per share

Price for common stock or pre-funded warrants in the transaction

Debt reduction

$19.5 million

Approximate amount of existing debt reduced via the placement

Previous Private placement Reports

5 past events · Latest: Jan 13

Same Type 5 events

1. Jan 13

   Private placement note

   24h Move

   +3.6%

   Pricing of $36M Solana‑collateralized convertible note in private placement.

2. Jul 17

   Private placement notes

   24h Move

   -0.3%

   Closing of $150M convertible notes and related $200M concurrent offering.

3. Jul 15

   Equity private placement

   24h Move

   -12.8%

   Closing of $50M equity private placement at set per‑share prices.

4. Apr 24

   Private placement closing

   24h Move

   +14.7%

   Closing of $100M private placement of stock and pre‑funded warrants.

5. Apr 21

   Private placement pricing

   24h Move

   +330.9%

   Pricing of $100M private placement equity offering above last close.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

securities purchase agreement, accredited investor, pre-funded warrants, private placement, +2 more

6 terms

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement with an existing"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

accredited investor financial

"securities purchase agreement with an existing accredited investor for the purchase and"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

View in glossary

pre-funded warrants financial

"12,242,300 shares of common stock (or pre-funded warrants in lieu thereof) at a price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

private placement financial

"The offer and sale of the foregoing securities is being made in a private placement in"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

section 4(a)(2) regulatory

"placement in reliance on an exemption from registration under Section 4(a)(2) of the"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Issues Equity Priced at ~ $1.60

TAMPA, Fla., June 22, 2026 (GLOBE NEWSWIRE) -- Upexi, Inc. (NASDAQ: UPXI) (“Upexi” or the “Company”), a leading Solana-focused digital asset treasury company and consumer brands owner, announced that it has entered into a securities purchase agreement with an existing accredited investor for the purchase and sale of 12,242,300 shares of common stock (or pre-funded warrants in lieu thereof) at a price of approximately $1.60 per share in the form of the reduction of existing debt in the approximate amount of $19.5 million, before deducting legal and other offering fees. There was no placement agent used in connection with the offering.

The offer and sale of the foregoing securities is being made in a private placement in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder, or applicable state securities laws. Accordingly, the securities offered in the private placement 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 roughly 2.4 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

Company Contact
Brian Rudick, Chief Strategy Officer
(203) 442-5391
brian.rudick@upexi.com

Investor Relations Contact
KCSA Strategic Communications
Valter Pinto or Jack Perkins
Upexi@KCSA.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Upexi (NASDAQ: UPXI) announce in its June 22, 2026 private placement?

Upexi announced a private placement agreement with an existing accredited investor to exchange equity for debt reduction. According to Upexi, the deal covers about $19.5 million of existing debt through common stock or pre-funded warrants issued in reliance on registration exemptions.

How many shares are issued in the Upexi (UPXI) $19.5 million private placement and at what price?

Upexi plans to issue 12,242,300 shares of common stock, or pre-funded warrants, at approximately $1.60 per share. According to Upexi, this equity issuance corresponds to an approximate $19.5 million reduction of existing debt, before legal and other offering fees.

How does Upexi’s June 2026 private placement affect its debt position?

The transaction is structured as an exchange of equity for existing debt, reducing obligations by about $19.5 million. According to Upexi, the investor’s purchase price is satisfied through debt reduction rather than cash payment, which directly lowers outstanding debt balances.

Did Upexi (NASDAQ: UPXI) use a placement agent for the $19.5 million private placement?

Upexi did not use a placement agent for this private placement. According to Upexi, the securities purchase agreement was entered directly with an existing accredited investor, which may avoid placement agent commissions and related cash expenses for the company.

Is Upexi’s June 22, 2026 private placement of UPXI stock registered with the SEC?

The private placement is being conducted under registration exemptions rather than an effective registration statement. According to Upexi, the offer relies on Section 4(a)(2) of the Securities Act and/or Regulation D and applicable state securities law exemptions.