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Upexi, Inc. Announces Pricing of up to $23 Million Private Placement Offering of Common Stock and Warrants Priced above the At-the-Market Price under Nasdaq Rules

$10 Million Upfront with up to an Additional $13 Million of Aggregate Gross Proceeds Upon the Cash Exercise in Full of Warrants TAMPA, Fla., Nov. 26, 2025

articleUpexi, Inc.November 26, 20254/company/upexi-inc/news/upexi-inc-announces-pricing-of-up-to-dollar23-million-private-placement-offering-of-common-stock-and-warrants-priced-above-the-at-the-market-price-under-nasdaq-rules
Upexi, Inc. Announces Pricing of up to $23 Million Private Placement Offering of Common Stock and Warrants Priced above the At-the-Market Price under Nasdaq Rules

About this update from Upexi, Inc.

[{"type":"text","content":"$10 Million Upfront with up to an Additional $13 Million of Aggregate Gross Proceeds Upon the Cash Exercise in Full of Warrants\nTAMPA, Fla., Nov. 26, 2025 (GLOBE NEWSWIRE) -- Upexi, Inc. (NASDAQ: UPXI) (the \"Company\" or \"Upexi\"), a leading Solana-focused digital asset treasury company and consumer brands owner, today announced that it has entered into a securities purchase agreement with a single institutional investor, for the purchase and sale of 3,289,474 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 3,289,474 shares of common stock at a combined purchase price of $3.04, in a private placement offering priced above the at-the-market price under Nasdaq Stock Market LLC rules (the “Offering”). The warrants will have an exercise price of $4.00, will be immediately exercisable, and will expire 48 months from issuance. The $3.04 purchase price represents a 1.3x premium to the Company’s NAV using the Company's fully-loaded mNAV calculation, and is accretive to the Company's adjusted Solana (SOL) per share. The closing of the Offering is expected to occur on or about December 1, 2025, subject to the satisfaction of customary closing conditions. The Company expects to receive gross proceeds of approximately $10 million from the Offering, and up to an additional $13 million following the cash exercise of the warrants, before deducting placement agent fees and other estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the Offering for working capital, general corporate purposes and internally managed, SOL maximum return strategy. A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the Offering. The offer and sale of the foregoing securities are being made in a transaction not involving a public offering, and the securities have not been and will not initially be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entere...

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