UPEXI, INC. current report, Q1 FY2026

Full document

Business Context and Reporting Period

Company: UPEXI, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: January 9, 2026 (Event Date); January 14, 2026 (Signature Date)
Reporting Period: Specific event reporting regarding a material definitive agreement entered into on January 9, 2026.

Key Financial Metrics and Transaction Details

This filing details a secured convertible promissory note transaction rather than standard periodic financial results (revenue, profit, cash flow). Key metrics include:

  • Principal Amount: Approximately $36 million.
  • Interest Rate: 1.0% per annum, payable quarterly in cash.
  • Maturity Date: January 9, 2028 (24-month term).
  • Conversion Price: Fixed at $2.39 per share of Common Stock.
  • Collateral: 265,500 units of Solana (SOL) in the form of locked SOL (Digital Assets).
  • Repayment Terms: Principal is not payable in cash; repayment at maturity or acceleration is via a pro rata return of the Digital Assets.
  • Estimated mNAV: Management estimated an adjusted treasury net asset value of approximately $234.4 million as of January 9, 2026 (0.92x fully-loaded modified net asset value).

Material Changes and Transaction Structure

The Company entered into a Securities Purchase Agreement with Hivemind Validation Master Fund. The transaction structure involves:

  • Asset Transfer: The Investor transferred beneficial and economic ownership of 265,500 locked SOL units to the Company. Due to the locked/staked nature of the assets, no immediate on-chain transfer or unstaking occurred.
  • Security Interest: The Company granted the Investor a first-priority security interest in the Digital Assets and related accounts to secure the Note obligations.
  • Investor Risk: The Investor bears the risk that the market value of the Digital Assets at maturity may be less than the outstanding principal balance.
  • Forced Conversion: The Note includes provisions for forced conversion under specific conditions, including trading price thresholds and the effectiveness of a resale registration statement.

Guidance, Outlook, and Risks

Management Commentary:

  • The Company expects the transaction to increase its Solana treasury.
  • Management provided an internal, unaudited calculation of modified net asset value (mNAV) to satisfy Regulation FD obligations.
Risks and Contingencies:
  • Non-GAAP Measure: The mNAV calculation is non-GAAP, subject to significant uncertainty and volatility, and assumes conversion scenarios that may not occur.
  • Asset Volatility: The repayment mechanism relies on the value of Digital Assets, which are subject to market fluctuations.
  • Restrictions: The Security Agreement restricts the transfer, sale, or disposition of the Digital Assets while the Note remains outstanding.
  • No Obligation to Update: The Company does not undertake any obligation to update or revise the mNAV calculation.
Unusual Items:
  • The principal amount is explicitly not payable in cash under any circumstances, distinguishing this from traditional debt instruments.

Investor Verification Checklist

  • Verify the current market price of Solana (SOL) relative to the $36 million principal and the $2.39 conversion price.
  • Review the full text of the Secured Convertible Promissory Note (Exhibit 4.1) for specific default triggers and forced conversion conditions.
  • Confirm the status of the resale registration statement required for the Investor to sell shares upon conversion.
  • Assess the impact of the 1.0% quarterly cash interest payment on the Company's current liquidity position.
  • Understand the limitations on the Company's ability to utilize the 265,500 SOL units while the Note is outstanding due to the security interest.