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.

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