Strategic Investment to Enhance Solana Treasury
Upexi announced on January 13 that it had reached a securities purchase agreement with Hivemind Capital Partners for a $36 million convertible note secured by locked Solana. The Nasdaq-listed digital asset treasury company announced that the acquisition will increase its SOL holdings by 12%, despite declining mNAVs throughout the industry. This move is poised to solidify its standing as one of the largest public-market vehicles for Solana exposure.
Upon acquisition, Upexi’s Solana treasury is expected to exceed 2.4 million SOL, making it the second-largest corporate holder of SOL, behind Forward Industries, which holds 6.9 million units.
Partnership Details and CEO Commentary
Allan Marshall, CEO of Upexi, explained that the company executed the buy above the current market price using a convertible structure priced at $2.39, adding 265,000 SOL at an average price of $135.93. According to him, the firm will only pay 1% interest while it waits for conversion, but it will still receive the full advantage of staking profits, which are projected to be over 7%.
“Upexi increased adjusted SOL per share by 34% in 2025, and completing a transaction above both market and fully-loaded NAV is a great start to building SOL per share in 2026.”
– Allan Marshall, CEO of Upexi.
Marshall further stated that the transaction will strengthen Upexi’s position in the Solana treasury market and have limited credit risk due to its in-kind nature.
Hivemind Capital Partners' Perspective
Matt Zhang, Founder and Managing Partner of Hivemind, expressed confidence in the partnership. Zhang stated that Hivemind views Upexi’s approach and capital markets knowledge as unique, with a track record of producing long-term value through methodical execution. He went on to say that the deal demonstrates Hivemind’s faith in Solana as a fundamental digital asset and in Upexi as a top public-market exposure vehicle, expressing excitement about fostering Upexi’s expansion and strengthening the alliance.
Regulatory Considerations
The Solana treasury firm further clarified in the announcement that no public offering was involved in the transaction. The Solana treasury firm revealed that neither the U.S. Securities Act of 1933 nor any relevant state securities laws had been, and would not be used to register the securities. The DAT explained that the lack of the U.S. Securities Act of 1933 or any relevant state securities law meant that the securities could only be offered or sold in the U.S. in accordance with an effective registration statement.
Previous Financial Activities
Upexi Secures $23 Million Through Private Stock and Warrants
On November 26 of last year, Upexi announced that it had priced a private placement of up to $23 million in common stock and warrants. The Solana treasury company announced that the transaction will deliver $10 million upfront, plus an additional $13 million in gross revenues if all warrants are exercised for cash. According to the announcement, the sale was made at a total purchase price of $3.04 per warrant and share, which exceeded the at-market pricing under Nasdaq regulations.
Share Repurchase Program Approved
In a separate report dated November 13, Upexi announced that it had approved to buy back up to $50 million of its own stock. Upexi revealed that the buy-back program allowed it to purchase shares on the open market based on conditions and liquidity. The company’s CEO, Allan Marshall, emphasized that the plan will be implemented when suitable and without compromising the company’s ability to make development investments or maintain a healthy treasury.