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.
- 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.
- 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.