UPEXI, INC. Debt Disclosure
Note 10. Convertible Promissory Notes, Notes Payable, and Related Party Note Payable
Convertible promissory notes, notes payable, and related party note payable outstanding as of June 30, 2025 and 2024 are summarized below:
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| Maturity |
| June 30, |
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| June 30, |
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| Date |
| 2025 |
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| 2024 |
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Convertible Notes: |
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Promissory Note, 21- month term, as amended, 18.11% interest payable with common stock and subordinate to the Convertible Notes. This note was amended as of November 15, 2023, extending the note to June 1, 2026 and adjusted the interest rate to 12%, paid in cash monthly. |
| June 1, 2026 |
| $ | - |
|
| $ | 1,550,000 |
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2025 Convertible Notes, 24 month term, 3% interest and is convertible into the Company’s common stock at a per share price of $3.00 per common share. No payment of interest or principal is due until the end of the two year term if the loan is not converted. The loan also included a detachable warrant to purchase 116,668 shares of the Company’s common stock at a per share price of $3.00. These notes were converted into 116,668 shares of common stock in June of 2025. |
| March 7, 2027 |
| $ | - |
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| - |
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Unamortized discount on convertible note |
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| $ | - |
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Less current portion of notes payable |
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| - |
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| - |
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Notes payable, net of current portion |
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| $ | - |
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| $ | 1,550,000 |
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Notes payable, Cygnet subsidiary: |
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SBA note payable, 30-year term note, 6% interest rate and collateralized with all assets of the Company |
| October 6, 2051 |
| $ | 3,694,721 |
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| $ | 3,761,376 |
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Inventory consignment note, 60 monthly payments, with first payment due June 30, 2022, 3.5% interest rate and no security interest in the assets of the business |
| June 30, 2027 |
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| 1,000,290 |
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| 1,002,221 |
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GF Note, 6 annual payments, with first payment due December 31, 2022, 3.5% interest rate and no security interest in the assets of the business |
| November 7, 2026 |
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| 685,899 |
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| 683,968 |
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Total |
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| $ | 5,380,910 |
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| $ | 5,447,565 |
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Notes payable, Cygnet subsidiary, current |
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| 5,380,910 |
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| 5,447,565 |
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Notes payable, Cygnet subsidiary, net of current |
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| $ | - |
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| $ | - |
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Notes Payable on Building for sale: |
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Mortgage Loan, 10-year term note, 4.8% interest, collateralized by land and warehouse building |
| September 26, 2032 |
| $ | - |
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| $ | 2,634,538 |
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Note Payable: |
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Promissory Note, 21-month term note, 10% cash interest and subordinate to the Convertible Notes. This note was amended as of November 15, 2023, extending the note to June 1, 2026 and adjusted the interest rate to 12%, paid in cash monthly. |
| June 1, 2026 |
| $ | 560,000 |
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| $ | 560,000 |
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Notes payable, current |
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| 560,000 |
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| - |
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Discount on notes payable, current |
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|
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| - |
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| - |
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Notes payable, current net of discount |
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| $ | 560,000 |
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| $ | - |
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Notes payable, long-term |
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| - |
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| 560,000 |
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Discount on notes payable, long-term |
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| - |
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| (2,571 | ) |
Notes payable, long-term, net |
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| $ | - |
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| $ | 557,429 |
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Related Notes Payable: |
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Marshall Loan, 2-year term note, 12% cash interest, 3.5% PIK interest and subordinate to the Convertible Notes. November of 2023 extended to June 1, 2026 and interest was adjusted to 12% cash interest, paid monthly |
| June 1, 2026 |
| $ | - |
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| $ | 500,000 |
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Discount on related party note payable, current |
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| $ | - |
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| $ | - |
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Notes payable, current, net of discount |
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| $ | - |
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| $ | - |
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Discount on related party note payable, long term |
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| $ | - |
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| $ | - |
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Notes payable, long term, net |
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| $ | - |
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| $ | 500,000 |
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Total convertible notes payable, notes payable and related party note payable |
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| $ | 5,940,910 |
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| $ | 10,689,532 |
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Future payments on notes payable are set forth below:
For the year ended June 30: |
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| Note Payable |
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| Cygnet Subsidiary Notes Payable |
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| Total |
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2026 |
| $ | 560,000 |
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| $ | 5,380,910 |
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| $ | 5,940,910 |
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In June 2022, the Company executed a promissory note with Allan Marshall, the Company’s Chief Executive Officer, in the original principal amount of $1,500,000 (“Marshall Loan”). The promissory note has a 2-year term and bears cash interest at the rate of 8.5% per annum with an additional PIK of 3.5% per annum. The promissory note provides for monthly payments of principal, on an even line 36-month basis, plus cash interest, with a balloon payment of all outstanding principal, cash interest, and PIK interest at maturity. The Company received and deposited the principal amount on July 31, 2022. On November 15, 2023, the Company executed an amendment to the promissory note with Mr. Marshall, providing for the payment of interest only for 18 months at an interest rate of 12% per annum and thereafter the amortization of the note over a 12 month period, starting in June of 2025. No principal is currently outstanding as of June 30, 2025. In addition to this, the Company issued Mr. Marshall a warrant to purchase up to 18,750 shares of the Company’s common stock for five years at a per share price of $22.00. $1,000,000 of the promissory note was used by the investor in the purchase of VitaMedica.
On October 19, 2022, Upexi, Inc. (the “Company”) and its indirect wholly owned subsidiary, Upexi 17129 Florida, LLC entered into a loan agreement, promissory note and related agreements with Professional Bank, a Florida state-chartered bank, providing for a mortgage on the Company’s principal office in N. Clearwater, Florida. The Company received $3,000,000 in connection with the transaction. The principal is to be repaid to Professional Bank over a term of ten years. The proceeds of the loan were utilized by the Company to pay down its loan facility with Acorn Capital, LLC in the amount of $2,780,200. As of March 31, 2023, the Company was not in compliance with the debt service ratio. The Company received a forbearance agreement from the bank until June 30, 2024 to return to compliance of the debt service ratio of 1.25 to 1, until that time the Company will pay an interest rate of 10% instead of the contractual terms of 4.8% and has paid the original principal and adjusted interest through this report. The building was sold for $4,300,000 on July 8, 2024.
On February 22, 2023, the Company executed a promissory note with an investor, in the original principal amount of $560,000. On November 15, 2023, the Company executed an amendment to the promissory note with the investor, providing for the payment of interest only for 18 months at 12% per annum and thereafter the amortization of the note over a 12-month period, starting in June of 2025. The principal currently outstanding is $560,000. In addition to this, the Company issued the investor a warrant to purchase up to 6,250 shares of the Company’s common stock for five years at a per share price of 22.00. The note has been classified as current in the consolidated financial statements.
On February 22, 2023, the Company executed a promissory note with an investor, in the original principal amount of $2,150,000. In November of 2023, the Company executed an amendment to the promissory note with the investor, providing for the payment of interest only for 18 months at 12% per annum and thereafter the amortization of the note over a 12-month period, starting in June of 2025. No principal is currently outstanding as of June 30, 2025. In addition to this, the Company issued the investor a warrant to purchase up to 25,000 shares of the Company’s common stock at a per share price of $22.00. In addition, $100,000 of the promissory note was used by the investor in the purchase of VitaMedica.
On March 7, 2025, the Company executed a convertible note with two investors, in the original principal amount of $350,000. The term of the note is two (2) years and has an interest rate of three (3) percent. There are no interest or principal payments due during the term of the note. All principal and interest not converted during the term of the note is payable on March 7, 2027. The convertible note and interest is convertible into the Company’s common stock at $3.00 per common share. Additionally, there were 116,668 warrant shares issued associated with these debt agreements. The warrants are classified as equity instruments and are not subject to remeasurement. At the time of issuance, the market price of the Company’s common stock was $2.74 per share.
In accordance with ASC 470-20, the Company allocated the proceeds between the debt, beneficial conversion feature (BCF) and the warrants based on their relative fair values. The fair value of the BCF and the warrants were calculated using the Black-Scholes option pricing model and had the following assumptions: expected volatility of 253%, risk-free interest rate of 3.99%, expected term of 2 years, and no expected dividends. The intrinsic values of the BCF and warrants were $107,262 and $115,865, respectively. These balances were recorded as a debt discount, with a corresponding credit to Additional Paid-In Capital. The discounts are being amortized over the two-year term of the notes.
As of June 30, 2025, the two convertible notes have been converted into 116,668 shares of common stock. There was $27,891 of the debt discount amortized prior to the conversion of the debt. The $27,891 was expensed during the period as interest expense.
Short-term Treasury Debt
The Company entered into a credit facility with BitGo Prime, LLC (“BitGo”). Pursuant to a Master Loan Agreement (the “Agreement”) the Company may borrow up to $20,000,000 of Digital Currency or United States Dollars with interest at the rate of 11.5% per year. The term of the credit facility is for one year and is renewable for successive one year options. Each individual loan under the facility is negotiable as to the amount, term prepayment or recall (payment demand). The loans shall be collateralized by the Company’s treasury assets, already held at BitGo, the initial availability is based on 260% collateral level and a margin call level of 175%. There are no requirements or fees for non-use of the credit facility and the facility can be increased in the future based on the value of the assets BitGo is the custodian of for the Company. At June 30,2025, the outstanding balance of the credit facility was $20,000,000. Subsequent to June 30, 2025 the credit facility increased to $50,000,000. The $50,000,000 credit facility is outstanding as of the date of this report and was used for the purchase of Solana.
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.