Upexi to sell 12.46M shares at $4.00 in private placement

Upexi (UPXI) has entered into securities purchase agreements with certain accredited investors, qualified purchasers and institutional investors, as well as with Allan Marshall, CEO, for the purchase and sale of 12,457,186 shares of common stock at a price of $4.00 per share and at a price of $4.94 per share for management’s participation for aggregate gross proceeds of approximately $50M, before deducting placement agent fees and other offering expenses. The closing of the Equity Offering is expected to occur on or about July 14, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use a portion of the proceeds from the Equity Offering to fund the Company’s existing business operations and for working capital and general corporate purposes, and the balance of the net proceeds shall be used to fund the Company’s Solana treasury strategy. The Company also announced that, concurrent with the Equity Offering, it has entered into additional securities purchase agreements with certain institutional investors and qualified purchasers for the purchase of Convertible Notes in exchange for locked and spot Solana with an aggregate original principal amount of approximate $150M. The Convertible Notes are collateralized by SOL provided by the respective holders. The Convertible Notes have an interest rate of 2.0% payable on a quarterly basis, a fixed conversion price of $4.25 per share and maturity of 24 months. Big Brain Holdings is acting as the lead investor in the Note Offering alongside additional institutional investors. The closing of the Note Offering is expected to occur on or about July 16, 2025, subject to the satisfaction of customary closing conditions. The SOL underlying the Note Offering will become part of the Company’s Solana treasury upon closing. The Company expects to have approximately 1.65M SOL upon close of the Note Offering, more than doubling the previously disclosed balance of 735,692 SOL. The net proceeds from the Equity Offering will be deployed into acquiring additional SOL over the coming weeks. A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with both offerings.