Upexi, Inc. (NASDAQ:UPXI) (the "Company" or "Upexi"), a brand owner specializing in the development, manufacturing and distribution of consumer products with diversification into the cryptocurrency space, today announced that it has entered into securities purchase agreements with certain accredited investors, qualified purchasers and institutional investors, as well as with Allan Marshall, the Company's Chief Executive Officer, for the purchase and sale of 12,457,186 shares of common stock (or common stock equivalents in lieu thereof) 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 $50 million (the "Equity Offering"), 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 $150 million (the "Note Offering").
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.