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Upexi (NASDAQ: UPXI) cuts ~$19.5M debt via $1.60 private share deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Upexi, Inc. entered into a securities purchase agreement with an existing accredited investor to exchange debt for equity through a private placement. The company will issue 12,242,300 shares of common stock, or pre-funded warrants in lieu of shares, at approximately $1.60 per share to reduce about $19.5 million of existing debt before fees. No placement agent was used, and the transaction relies on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D. Upexi describes itself as a Solana-focused digital asset treasury and consumer brands company and reports holding roughly 2.4 million SOL.

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Insights

Upexi is swapping about $19.5M of debt for equity in a private deal.

Upexi is issuing 12,242,300 common shares or pre-funded warrants at about $1.60 per share to an existing accredited investor in exchange for reducing roughly $19.5 million of debt. This is structured as a private placement with no placement agent.

The move replaces interest-bearing obligations with equity, which can ease balance sheet pressure but also increases share count. Because the deal is with an existing investor and uses exemptions under Section 4(a)(2) and Regulation D, it targets speed and lower transaction costs while forgoing immediate cash proceeds.

The company positions itself as a digital asset treasury focused on Solana and notes holdings of about 2.4 million SOL. Future disclosures may clarify how the lower debt load and larger equity base interact with that strategy and its consumer brands operations.

Shares issued 12,242,300 shares Common stock or pre-funded warrants in private placement
Issue price approximately $1.60 per share Pricing of private placement securities
Debt reduction approximately $19.5 million Existing debt exchanged for equity before fees
Solana holdings roughly 2.4 million SOL Digital asset treasury position as described by company
Securities Act exemption Section 4(a)(2) and/or Regulation D Basis for private placement registration exemption
securities purchase agreement financial
"announced that it has entered into a securities purchase agreement with an existing accredited investor"
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.
private placement financial
"The offer and sale of the foregoing securities is being made in a private placement"
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.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Regulation D regulatory
"and/or Regulation D promulgated thereunder, or applicable state securities laws"
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.
pre-funded warrants financial
"shares of common stock (or pre-funded warrants in lieu thereof) at a price of approximately $1.60 per share"
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.
staking financial
"value accrual mechanisms in intelligent capital issuance, staking, and discounted locked token purchases"
Staking is the practice of locking up digital tokens to help run a blockchain network in return for rewards, similar to leaving money in a time deposit that pays interest while it’s unavailable. It matters to investors because staking can generate regular income and affect a token’s circulating supply and price, but it also ties up assets and can carry risks like lock-up periods, reduced liquidity, or technical and platform failures.
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EXHIBIT 99.1

 

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

 

Issues Equity Priced at ~ $1.60

 

TAMPA, FL., June 22, 2026 -- 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

Source: View Original Filing on SEC EDGAR

FAQ

What capital raise did Upexi (UPXI) announce in this private placement?

Upexi announced a private placement with an existing accredited investor involving 12,242,300 common shares or pre-funded warrants at about $1.60 per share. The consideration is a reduction of roughly $19.5 million in existing debt, rather than new cash, before legal and other fees.

How much debt is Upexi (UPXI) reducing through this transaction?

The transaction reduces approximately $19.5 million of Upexi’s existing debt. In exchange, the company is issuing 12,242,300 shares of common stock or pre-funded warrants at about $1.60 per share in a private placement to an existing accredited investor, before deducting related fees.

What is the pricing and structure of Upexi (UPXI)'s new securities?

Upexi is pricing the securities at roughly $1.60 per share, issuing 12,242,300 common shares or pre-funded warrants. The consideration is a debt reduction of about $19.5 million in a private placement, relying on Section 4(a)(2) and Regulation D exemptions from Securities Act registration requirements.

Did Upexi (UPXI) use a placement agent for this private placement?

Upexi did not use a placement agent in connection with this private placement. The company entered directly into a securities purchase agreement with an existing accredited investor, which can reduce transaction costs compared with a brokered or underwritten offering structure involving intermediaries.

What regulatory exemptions does Upexi (UPXI) rely on for this offering?

The private placement relies on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D, and applicable state securities laws. As a result, the securities cannot be offered or sold publicly without an effective registration statement or another valid exemption.

How does Upexi (UPXI) describe its core business and Solana exposure?

Upexi describes itself as a leading digital asset treasury company aiming to accumulate Solana (SOL) in a disciplined way. It highlights three value mechanisms—capital issuance, staking, and discounted locked token purchases—and notes it holds roughly 2.4 million SOL, while also operating consumer product brands.

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