Upexi Announces Closing of $100 Million Private Placement

Rhea-AI Summary

Upexi (NASDAQ:UPXI) has successfully closed a $100 million private placement offering, consisting of 35,970,383 shares of common stock and 7,889,266 pre-funded warrants at $2.28 per share. GSR led the investment round, joined by notable crypto venture capital firms including Big Brain Holdings, Anagram, Delphi Ventures, and White Star Capital.

The company plans to allocate approximately $5.3 million for working capital and debt reduction, with the remaining funds designated for establishing Solana treasury operations and accumulation. A.G.P./Alliance Global Partners served as the sole placement agent for the offering, which was conducted under Section 4(a)(2) of the Securities Act and Regulation D.

Positive

• Secured substantial $100M funding through private placement
• $5.3M allocated for working capital and debt reduction
• Strong investor backing from prominent crypto venture capital firms
• Strategic expansion into cryptocurrency space through Solana treasury operations

Negative

• Significant shareholder dilution due to issuance of 35.97M new shares and 7.89M warrants
• Large portion of funds allocated to volatile crypto assets (Solana) rather than core business operations

Insights

Financial Analyst

Upexi raises $100M in private placement at $2.28/share to fund Solana treasury operations, representing significant capital infusion but substantial shareholder dilution.

Upexi has completed a $100 million private placement with shares priced at $2.28 per share, significantly below the current market price of $11.01. This substantial capital raise included issuing 35,970,383 shares of common stock and 7,889,266 pre-funded warrants, which represents significant dilution for existing shareholders.

The financing structure allocates just $5.3 million (5.3%) for traditional corporate purposes like working capital and debt reduction, with the remaining $94.7 million (94.7%) dedicated to establishing Solana cryptocurrency treasury operations. This represents a fundamental strategic shift for a company previously focused on consumer products.

The investor roster is dominated by cryptocurrency-focused entities, with GSR leading and participation from established crypto venture capital firms including Delphi Ventures, Anagram, and Hivemind. Notably, Upexi's CEO Allan Marshall personally participated in the placement, demonstrating management alignment with this new direction.

This transaction transforms Upexi's balance sheet and corporate strategy, effectively converting a traditional consumer products company into an entity with substantial cryptocurrency exposure. While the capital infusion provides significant resources, the share issuance at a price substantially below current market value represents considerable dilution for existing shareholders.

Cryptocurrency/Blockchain Expert

Upexi's $94.7M allocation to Solana treasury signals major pivot to crypto, backed by prominent investors but represents significant strategic departure from core business.

Upexi's allocation of approximately $94.7 million toward Solana treasury operations represents a substantial and strategic entry into cryptocurrency. By dedicating 94.7% of its recent $100 million capital raise to Solana accumulation, the company is making an unambiguous commitment to blockchain technology as a core business component.

The selection of Solana specifically, rather than larger cryptocurrencies like Bitcoin or Ethereum, represents a targeted approach to blockchain exposure. The investor consortium backing this strategic pivot includes many of the most sophisticated cryptocurrency investment firms in the market, including GSR as lead investor, alongside Big Brain Holdings, Delphi Ventures, White Star Capital, and the family office of Arthur Hayes (former BitMEX CEO).

This capital deployment effectively positions Upexi as a publicly-traded company with significant Solana exposure. The strategic shift fundamentally alters the company's business model from its established focus on consumer products development and manufacturing. The participation of prominent crypto angels like Austin Federa, Frank Chaparro, and Joey Krug provides additional validation of this strategic direction from recognized industry figures.

The transaction demonstrates Upexi's intention to establish substantial cryptocurrency operations alongside its existing consumer products business, creating a hybrid business model that spans traditional commerce and digital assets.

TAMPA, FL / ACCESS Newswire / April 24, 2025 / Upexi, Inc. (NASDAQ:UPXI) (the "Company" or "Upexi"), a brand owner specializing in the development, manufacturing and distribution of consumer products and that has diversified into the cryptocurrency space, today announced the closing of its previously announced private placement offering for the purchase and sale of 35,970,383 shares of common stock and 7,889,266 pre-funded warrants at a price of $2.28 per share for aggregate gross proceeds of approximately $100 million, before deducting placement agent fees and other offering expenses. GSR acted as the lead investor, and the offering included participation by many prominent crypto venture capital firms such as Big Brain Holdings, Anagram, Delphi Ventures, White Star Capital, Maelstrom, the family office of Arthur Hayes, Hivemind, Borderless, Morgan Creek, Elune Capital, and Delta Blockchain Fund, among others, as well as prominent angels including Austin Federa, Frank Chaparro, Joey Krug, Bartosz Lipinski, Larry Wu, and Jordan Prince, among others including Allan Marshall, Upexi's CEO.

The Company expects to use approximately $5.3 million for working capital and debt reduction, with the remaining funds to be used for the establishment of the Company's Solana treasury operations and accumulation of Solana.

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 was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated thereunder, or applicable state securities laws. Accordingly, the securities offered in the private placement 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.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Upexi, Inc.

Upexi is a brand owner specializing in the development, manufacturing and distribution of consumer products. The Company has entered the Cryptocurrency industry and cash management of assets through a Cryptocurrency Portfolio.

Forward Looking Statements

This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward looking statements when it discusses the anticipated use of proceeds. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Company Contact

Andrew Norstrud, Chief Financial Officer
Email: andrew.norstrud@upexi.com
Phone: (702) 332-5591

Investor Relations Contact

KCSA Strategic Communications
Valter Pinto, Managing Director
Email: Upexi@KCSA.com
Phone: (212) 896-1254

SOURCE: Upexi

View the original press release on ACCESS Newswire

FAQ

How much did Upexi (UPXI) raise in their latest private placement?

Upexi raised approximately $100 million through the sale of common stock and pre-funded warrants at $2.28 per share.

What is the purpose of Upexi's (UPXI) $100M funding round?

$5.3 million will be used for working capital and debt reduction, while the majority will fund Solana treasury operations and accumulation.

How many shares were issued in Upexi's (UPXI) private placement?

The offering included 35,970,383 shares of common stock and 7,889,266 pre-funded warrants.

Who were the major investors in Upexi's (UPXI) private placement?

GSR led the investment, with participation from crypto firms like Big Brain Holdings, Anagram, Delphi Ventures, and White Star Capital.