8-K: Upexi Secures $36M Convertible Note, Boosts Solana Treasury

Upexi, Inc. announced a $36 million secured convertible note private placement with Hivemind Validation Master Fund, significantly increasing its Solana treasury.

Summary

• Upexi, Inc. entered into a Securities Purchase Agreement with Hivemind Validation Master Fund on January 9, 2026, for a secured convertible promissory note.
• The note has an original principal amount of $35,961,975 and was issued in exchange for 265,500 units of locked Solana (SOL), valued at $135.45 per SOL.
• The note bears an annual interest rate of 1.0%, payable quarterly in cash, and matures on January 9, 2028.
• The principal amount of the note is not payable in cash; at maturity or upon acceleration, the Holder is entitled to receive a pro rata return of the Digital Assets (Solana).
• The note is convertible into Upexi's common stock at the Holder's option at a fixed conversion price of $2.39 per share.
• Upexi granted Hivemind a first-priority security interest in the Digital Assets (Solana) to secure its obligations under the note.
• The transaction is expected to increase Upexi's Solana treasury by 12% to over 2.4 million SOL.
• Management estimated the Company's adjusted treasury net asset value as of January 9, 2026, to be approximately $234.4 million, with a fully-loaded modified net asset value of approximately 0.92x (non-GAAP).

Sentiment

Score: 8

Explanation: The transaction provides Upexi with a significant increase in its core digital asset treasury (Solana) through a convertible note with favorable terms, including a low interest rate and a conversion price above the market. While it introduces potential dilution, the in-kind principal repayment structure mitigates cash outflow risk for Upexi, and the partnership with a major digital asset investor is a strong endorsement.

Positives

• Secured $35,961,975 in funding through a convertible note with a low 1.0% annual interest rate.
• Increased Solana treasury by 12% to over 2.4 million SOL, strengthening the Company's core digital asset holdings.
• The fixed conversion price of $2.39 per share is above the market closing price of $2.12 at the time of deal signing, indicating a premium for future equity conversion.
• The transaction is considered accretive to adjusted Solana per share upon conversion.
• The in-kind principal repayment with Digital Assets (Solana) rather than cash limits Upexi's cash outflow risk and transfers market value risk to the Holder.
• The partnership with Hivemind Capital Partners, a significant institutional investor, provides a strong endorsement of Upexi's strategy.

Negatives

• The Holder (Hivemind) bears the risk that the market value of the Digital Assets (Solana) at maturity or acceleration may be less than the outstanding principal balance of the Note.
• The issuance of conversion shares may result in dilution of outstanding common stock.
• The Company is obligated to reserve a significant number of shares for potential conversion, which could impact future capital raising flexibility.
• The modified net asset value (mNAV) calculation is non-GAAP, subject to significant uncertainty and volatility, and assumes conversion scenarios that may not occur.

Risks

• **Digital Asset Volatility**: The value of the Digital Assets (Solana) is subject to significant uncertainty and volatility, and the Holder accepts the risk that their cash value at maturity or acceleration may be less than the outstanding principal balance of the Note.
• **Dilution**: The issuance of Conversion Shares upon conversion of the Note may result in substantial dilution of the outstanding shares of Common Stock.
• **Authorized Share Failure**: If the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its conversion obligations, it must take immediate action to increase authorized shares, potentially requiring shareholder approval.
• **Failure to Deliver Conversion Shares**: If the Company fails to deliver Conversion Shares timely, it is subject to cash penalties and potential 'Buy-In' costs.
• **Market Conditions**: The Company's ability to force conversion is subject to specific trading price and liquidity thresholds (VWAP, Average Daily Dollar Volume), which depend on market conditions.
• **Regulatory Compliance**: Failure to maintain public information requirements under Rule 144(c) or satisfy conditions under Rule 144(i)(2) could result in liquidated damages.
• **General Business Risks**: Forward-looking statements are subject to inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel, as outlined in the Company's Form 10-K and other periodic reports.

Future Outlook

Upexi expects the transaction to increase its Solana treasury by 12% to over 2.4 million SOL and anticipates that the offering will be accretive to its adjusted Solana per share upon conversion. Management views this as a strong start to building SOL per share in 2026 and believes it improves Upexi's market position in the Solana treasury space.

Management Comments

• "Upexi increased adjusted SOL per share by 34% in 2025, and completing a transaction above both market and fully-loaded NAV is a great start to building SOL per share in 2026." Allan Marshall, CEO of Upexi.
• "This transaction improves Upexi's market position in the Solana treasury space, is accretive to our adjusted Solana per share should the Note convert to equity, and has limited credit risk given the in-kind nature of the transaction." Allan Marshall, CEO of Upexi.
• "We believe in Upexi's differentiated strategy, capital markets expertise, and demonstrated ability to create long-term value through disciplined execution. This transaction aligns with our conviction in Solana as a core digital asset and in Upexi as a leading public-market vehicle to gain exposure to it. We are thrilled to support Upexi's growth and look forward to deepening our partnership with the Company." Matt Zhang, Founder and Managing Partner of Hivemind.

Industry Context

This transaction reinforces Upexi's strategy as a Solana-focused digital asset treasury company, aiming to acquire and hold Solana. The partnership with Hivemind Capital Partners, a significant institutional investor in the digital asset space, signals confidence in Upexi's strategy and the long-term value of Solana as a core digital asset. The move to increase Solana holdings aligns with broader trends of companies seeking exposure to high-performance blockchains and leveraging digital assets for treasury management, while also highlighting the use of convertible debt structures in the digital asset financing landscape.

Comparison to Industry Standards

• The fixed conversion price of $2.39 per share is above the market closing price of $2.12 at the time of deal signing, which is generally favorable compared to typical convertible notes that might be priced at a discount or at-the-market.
• The 1.0% annual interest rate is very low, suggesting favorable terms for Upexi, especially in a market where digital asset-backed financing might typically command higher rates due to perceived volatility.
• The in-kind repayment of principal with Digital Assets (Solana) rather than cash shifts the market risk of Solana's price fluctuation from Upexi to the Holder, which is a unique and potentially advantageous structure for Upexi compared to traditional debt.
• The transaction is described as "accretive to adjusted Solana per share," which is a key metric for companies focused on digital asset treasuries, indicating a positive impact on their core asset holding efficiency.

Corporate Governance

Stakeholder Impact

• **Shareholders**: Potential for dilution upon conversion of the note. However, the transaction is described as accretive to adjusted Solana per share, and the conversion price is above the market price at signing, which could be positive for long-term value.
• **Creditors**: The new note ranks pari passu with other notes. The first-priority security interest in Digital Assets provides strong collateral for the note holder, enhancing security for this specific debt.

Next Steps

• The closing of the Note offering is expected to occur on or about January 14, 2026.
• Upexi will file a Current Report on Form 8-K, including the Transaction Documents as exhibits.
• Upexi will file a registration statement (Form S-3 or supplement) for the resale of Conversion Shares within 30 calendar days of the agreement and prior to any Forced Conversion.
• If authorized shares are insufficient, Upexi will take action to increase them (shareholder meeting within 60 days or written consent within 75 days).
• Upexi will maintain the listing or quotation of its common stock on a Trading Market.

Key Dates

Recommendation

The transaction is a strategic positive for Upexi, securing a significant capital infusion ($36M) through a convertible note with highly favorable terms, including a very low 1.0% interest rate and a conversion price set above the market price at the time of signing. This structure, particularly the in-kind principal repayment with Solana, effectively hedges Upexi's cash flow risk related to the principal. The expected 12% increase in Solana treasury to over 2.4 million SOL reinforces the company's core digital asset strategy and is projected to be accretive to adjusted Solana per share. The involvement of Hivemind Capital Partners, a prominent digital asset investor, provides a strong vote of confidence in Upexi's strategy and Solana's long-term potential. While potential dilution exists, the overall terms and strategic benefits suggest a strong positive outlook for the company's asset base and market positioning.

Keywords

Upexi, UPXI, Solana, SOL, Convertible Note, Digital Assets, Cryptocurrency, Private Placement, Hivemind Validation Master Fund, Treasury, SEC Filing, Financial Reporting, Investment, Blockchain