UPEXI, INC. 8-K

What Happened

• Upexi, Inc. announced on January 14, 2026 that it entered a Securities Purchase Agreement dated January 9, 2026 with Hivemind Validation Master Fund. Under the agreement the investor contributed 265,500 units of locked/staked Solana (SOL) and Upexi issued a secured convertible promissory note with an original principal of approximately $36 million.
• The Note bears interest at 1.0% per year (paid quarterly in cash), matures January 9, 2028, and cannot be repaid in cash — outstanding principal, if not converted, is settled by return of a pro rata portion of the Digital Assets. The Investor can convert principal into Upexi common stock at a fixed conversion price of $2.39 per share; a Security Agreement grants the investor a first-priority security interest in the Digital Assets and related accounts.

Key Details

• Investor: Hivemind Validation Master Fund; Digital Assets: 265,500 locked/staked SOL contributed as beneficial/economic ownership.
• Note principal: ≈ $36,000,000; interest: 1.0% annually, payable quarterly in cash; maturity: January 9, 2028 (24 months).
• Conversion price: $2.39 per share (investor option); principal not payable in cash — repayment at maturity/acceleration is by return of SOL pro rata.
• Security: First-priority lien on Digital Assets and related wallets/accounts; transfer and sale of the Digital Assets restricted while the Note is outstanding.

Why It Matters

• The transaction increases Upexi’s Solana treasury and creates a secured, crypto-backed financing of roughly $36M without a cash principal repayment obligation — repayment is tied to the value and return of the underlying SOL.
• Conversion at $2.39/share could dilute holders if exercised; forced-conversion and resale registration conditions may affect timing and liquidity of any equity issuance.
• Investors should note the company disclosed an internal modified NAV (mNAV) estimate of ~$234.4M (fully-loaded mNAV ~0.92x) as of January 9, 2026; that figure is a non‑GAAP, internal estimate subject to volatility and assumptions and may not be updated.