Upexi issues $36M convertible note to Hivemind at $2.39/share, 1% rate, for locked Solana

UPEXI, INC.

Convertible note principal ~$36M, 1.0% interest payable quarterly, maturity Jan 9, 2028; fixed conversion price $2.39 (12.7% premium to $2.12 close).
Company receives 265,500 locked SOL via assignment; Solana treasury to increase 12% to over 2.4M SOL.
Note is secured by the SOL; no cash repayment of principal – investor gets pro rata return of SOL if unconverted at maturity.
Internal estimated mNAV as of Jan 9, 2026: ~$234.4M, representing a fully-loaded modified NAV of 0.92x (Reg FD disclosure).
CEO states transaction is accretive to adjusted SOL per share; no placement agent fees were paid.

item 1.01 item 2.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

UPEXI, INC. entered into Securities Purchase Agreement with Hivemind Validation Master Fund valued at $36 million (effective 2026-01-09).

Action: entry
Agreement: equity purchase
Counterparty: Hivemind Validation Master Fund
Value: $36 million
Effective: 2026-01-09

Exact text from the filing

Upexi, Inc. (the “Company”) entered into a Securities Purchase Agreement dated January 9, 2026 (the “Purchase Agreement”) with Hivemind Validation Master Fund (the “Investor”), pursuant to which the Company issued to the Investor a secured convertible promissory note in the original principal amount of approximately $36 million (the “Note”)

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UPEXI, INC. filing history →

Source: SEC EDGAR

accession 0001477932-26-000207

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