Upexi Announces Pricing of $100 Million Private Placement Priced Above Last Market Closing Price under Nasdaq Rules

Rhea-AI Summary

Upexi (NASDAQ:UPXI) has announced a significant private placement of $100 million through the sale of 43,859,649 shares of common stock at $2.28 per share. The offering, led by GSR, attracted notable crypto venture capital firms including Big Brain, Anagram, Delphi Ventures, and others.

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. The private placement, expected to close around April 24, 2025, is being conducted through A.G.P./Alliance Global Partners as the sole placement agent.

Positive

• Raised substantial $100M in private placement
• Offering price of $2.28 per share was above market closing price
• $5.3M allocated for working capital and debt reduction
• Strong investor participation from prominent crypto VC firms

Negative

• Significant share dilution with issuance of 43.86M new shares
• Large portion of funds directed to speculative crypto operations
• Substantial dependence on cryptocurrency market performance

Insights

Financial Analyst

Upexi's $100M private placement fundamentally transforms the company with significant crypto funding while reducing some debt.

Upexi's announcement of a $100 million private placement represents a substantial capital infusion for the company. The placement is priced at $2.28 per share, which the company notes is above the previous market closing price (though slightly below the current $2.295). The deal includes the issuance of 43,859,649 shares (or pre-funded warrants), attracting significant cryptocurrency industry participation.

The caliber of investors is noteworthy - led by GSR and including prominent crypto venture funds like Big Brain, Delphi Ventures, and Hivemind, alongside individual investors including the company's own CEO. This strong investor lineup suggests confidence in Upexi's strategic direction.

From a capital allocation perspective, only $5.3 million (approximately 5.3%) is earmarked for working capital and debt reduction, with the vast majority designated for establishing Solana treasury operations and cryptocurrency accumulation. This represents a clear strategic emphasis on cryptocurrency, aligning with the company's stated diversification into this space.

The transaction is expected to close around April 24, 2025, pending customary closing conditions. A.G.P./Alliance Global Partners is serving as the sole placement agent, and the offering is being conducted as a private placement under exemptions from registration requirements.

Cryptocurrency Strategist

Upexi's massive $100M raise to build Solana treasury represents significant institutional confidence in both the company and Solana ecosystem.

This $100 million private placement marks a substantial commitment to establishing Upexi as a significant player in the Solana ecosystem. The company's decision to allocate approximately $94.7 million specifically toward Solana treasury operations and token accumulation represents one of the more significant corporate treasury positions in this particular blockchain.

The investor consortium is particularly telling - GSR's lead position brings institutional cryptocurrency trading expertise, while participation from Delphi Ventures, White Star Capital, Anagram, and others adds deep blockchain ecosystem knowledge. The inclusion of Solana ecosystem insiders like Austin Federa further strengthens the strategic alignment with this specific blockchain.

This move follows a broader trend of companies establishing cryptocurrency treasury positions, but Upexi's focused approach on Solana specifically (rather than diversifying across multiple cryptocurrencies) demonstrates a concentrated conviction in this particular blockchain's future. The scale of commitment is substantial - rather than merely testing cryptocurrency exposure, Upexi appears to be making this a central strategic pillar.

The participation of the CEO as an investor signals internal alignment with this strategic direction. With this funding secured, Upexi positions itself at the intersection of its traditional consumer products business and cryptocurrency operations, potentially creating new business model opportunities that leverage both domains.

TAMPA, FL / ACCESS Newswire / April 21, 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 that it has entered into securities purchase agreements with certain investors, for the purchase and sale of 43,859,649 shares of common stock (or pre-funded warrants in lieu thereof) 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, 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 closing of the offering is expected to occur on or about April 24, 2025, subject to the satisfaction of customary closing conditions. 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 is being made in a private placement 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 expected closing of the offering and 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 April 2025 private placement?

Upexi raised $100 million through a private placement priced at $2.28 per share, selling 43,859,649 shares of common stock.

What is the purpose of Upexi's (UPXI) $100M fundraising in 2025?

$5.3 million will be used for working capital and debt reduction, with the majority allocated to establishing Solana treasury operations and accumulation.

Who are the major investors in Upexi's (UPXI) April 2025 private placement?

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

What is the share price for Upexi's (UPXI) 2025 private placement?

The private placement was priced at $2.28 per share.