Upexi, Inc. Announces Pricing of up to $23 Million Private Placement Offering of Common Stock and Warrants Priced above the At-the-Market Price under Nasdaq Rules

Rhea-AI Summary

Upexi (NASDAQ: UPXI) entered a private placement to sell 3,289,474 common shares and warrants at a combined purchase price of $3.04 per share/warrant, with expected closing on or about Dec 1, 2025. The company expects to receive approximately $10 million in gross proceeds at closing and up to an additional $13 million if warrants are exercised for cash. Warrants are immediately exercisable at $4.00 and expire 48 months after issuance. A.G.P./Alliance Global Partners is sole placement agent. The company will file a resale registration statement within 5 calendar days after closing and will seek effectiveness within 60 days. Net proceeds are for working capital, general corporate purposes and an internally managed SOL strategy.

Positive

• Gross proceeds of approximately $10 million at closing
• Potential additional $13 million if warrants fully exercised
• Purchase price of $3.04 equals 1.3x premium to mNAV

Negative

• Up to 3,289,474 shares issuable on exercise may dilute shareholders
• Placement agent fees and offering expenses will reduce net proceeds

News Market Reaction

-7.02% 1.6x vol

11 alerts

-7.02% News Effect

-5.1% Trough in 4 min

-$13M Valuation Impact

$169M Market Cap

1.6x Rel. Volume

On the day this news was published, UPXI declined 7.02%, reflecting a notable negative market reaction. Argus tracked a trough of -5.1% from its starting point during tracking. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $13M from the company's valuation, bringing the market cap to $169M at that time. Trading volume was above average at 1.6x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Upfront gross proceeds: $10 million Additional warrant proceeds: $13 million Shares offered: 3,289,474 shares +5 more

8 metrics

Upfront gross proceeds $10 million Expected gross proceeds at closing of the private placement

Additional warrant proceeds $13 million Potential gross proceeds from full cash exercise of warrants

Shares offered 3,289,474 shares Common stock (or equivalents) sold in the private placement

Warrants issued 3,289,474 warrants Warrants to purchase common stock issued in the deal

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

Warrant exercise price $4.00 Exercise price per share for the issued warrants

Warrant term 48 months Time from issuance until warrant expiration

Registration filing deadline 5 calendar days Deadline after closing to file resale registration statement

Market Reality Check

Price: $0.7688 Vol: Volume 4,136,081 is below...

normal vol

$0.7688 Last Close

Volume Volume 4,136,081 is below the 20-day average of 4,703,833, suggesting no extreme activity. normal

Technical Shares at $2.41 are trading below the 200-day MA of $6.01, reflecting a weak longer-term trend.

Peers on Argus

UPXI fell 4.3% while peers like ZIP, PERI, ZH, JFIN and THRY also showed modest ...

UPXI fell 4.3% while peers like ZIP, PERI, ZH, JFIN and THRY also showed modest declines, but no names appeared in momentum scanners, pointing to a more stock-specific reaction.

Historical Context

5 past events · Latest: Dec 03 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	Investor conferences	Neutral	+0.5%	Participation in several December 2025 investor and crypto conferences.
Dec 02	Private placement close	Neutral	+9.0%	Closing of private placement raising about $10M with warrants for more.
Nov 26	Offering pricing	Negative	-7.0%	Pricing of equity and warrant private placement with potential dilution.
Nov 13	Share repurchase	Positive	-4.7%	Announcement of a $50M authorization to repurchase common stock.
Nov 11	Earnings update	Positive	-4.2%	Record digital asset revenue and large unrealized Solana gain.

Pattern Detected

Recent fundamental positives (buyback, record revenue) saw negative next-day moves, while private placement events produced mixed but sometimes positive reactions.

Recent Company History

Over the last month, Upexi combined strong fundamentals with active capital markets activity. On Nov 11, 2025 it reported record digital asset revenue of $9.2 million and net income of $66.7 million, yet the stock fell. A $50 million repurchase program on Nov 13, 2025 also coincided with a decline. By Nov 26, 2025, the company announced this up to $23 million private placement, which saw a negative reaction, while the closing of the same deal on Dec 2, 2025 drew a positive move, highlighting inconsistent trading responses.

Market Pulse Summary

The stock moved -7.0% in the session following this news. A negative reaction despite pricing above ...

Analysis

The stock moved -7.0% in the session following this news. A negative reaction despite pricing above the at-the-market level fits a pattern where equity raises have introduced dilution concerns. The November 26, 2025 pricing announcement previously coincided with a -7.02% move, and even strong fundamentals such as record digital asset revenue saw selling afterward. Expanded share issuance and new warrants from this transaction could amplify downside if sentiment toward the Solana-focused strategy weakens.

Key Terms

private placement, warrants, at-the-market price, registration statement, +2 more

6 terms

private placement financial

"in a private placement offering priced above the at-the-market price"

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.

at-the-market price financial

"offering priced above the at-the-market price under Nasdaq Stock Market LLC rules"

An at-the-market price is the current prevailing market price at which shares or securities can be sold or issued directly into the open market, rather than at a fixed offering price. For investors it matters because companies using this method can raise cash quickly and incrementally, but the added supply hits the market at whatever the going price is and can dilute existing holders or put downward pressure on the stock.

registration statement regulatory

"agreed to file 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.

Securities Act regulatory

"registered under the Securities Act of 1933, as amended (the “Securities Act”)"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

resale financial

"covering the resale of the shares of common stock issued or underlying"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

AI-generated analysis. Not financial advice.

$10 Million Upfront with up to an Additional $13 Million of Aggregate Gross Proceeds Upon the Cash Exercise in Full of Warrants

TAMPA, Fla., Nov. 26, 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 that it has entered into a securities purchase agreement with a single institutional investor, for the purchase and sale 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, in a private placement offering priced above the at-the-market price under Nasdaq Stock Market LLC rules (the “Offering”). The warrants will have an exercise price of $4.00, will be immediately exercisable, and will expire 48 months from issuance. The $3.04 purchase price represents a 1.3x premium to the Company’s NAV using the Company's fully-loaded mNAV calculation, and is accretive to the Company's adjusted Solana (SOL) per share.

The closing of the Offering is expected to occur on or about December 1, 2025, subject to the satisfaction of customary closing conditions. The Company expects to receive gross proceeds of approximately $10 million from the Offering, and up to an additional $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 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 agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock issued or underlying common warrants issued to the investors no later than 5 calendar days after the closing of the offering and 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 expected closing of the Offering 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 is the size and structure of Upexi's Nov 26, 2025 private placement (UPXI)?

Upexi agreed to sell 3,289,474 shares and matching warrants at $3.04 per unit, with ~$10M upfront and up to $13M more on cash exercise of warrants.

When will Upexi's (UPXI) private placement close and when do the warrants expire?

The closing is expected on or about Dec 1, 2025, and the warrants expire 48 months from issuance.

What is the Upexi warrant exercise price and are the warrants immediately exercisable?

Warrants have an exercise price of $4.00 per share and are immediately exercisable upon issuance.

How will Upexi (UPXI) use the net proceeds from the offering?

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

Who is the placement agent for Upexi's (UPXI) offering and what filing commitments were made?

A.G.P./Alliance Global Partners is the sole placement agent; Upexi agreed to file a resale registration within 5 calendar days and seek effectiveness within 60 days after closing.