Aspire Biopharma Announces $21 Million Private Placement by Select Investors, Strengthening Balance Sheet, Capital Position, and Fortifying Shareholder Equity to Meet Nasdaq Requirements

Rhea-AI Summary

Aspire Biopharma (Nasdaq:ASBP) entered a securities purchase agreement to sell up to 26,250 Series A convertible preferred shares at $800 per share for aggregate gross proceeds of up to $21.0 million. An initial closing on February 6, 2026 issued 13,750 shares for $11.0 million.

Proceeds will repay legacy indebtedness, support operations and strategic initiatives, and are expected to help the company regain compliance with Nasdaq stockholders' equity requirements. A second closing is subject to customary conditions. RBW Capital Partners acted as sole placement agent.

Positive

• Potential aggregate proceeds of $21.0 million
• Initial closing raised $11.0 million
• Proceeds earmarked to reduce legacy indebtedness
• Expected to restore Nasdaq equity compliance

Negative

• Convertible preferred shares may cause shareholder dilution
• Net proceeds reduced by placement agent fees and offering expenses
• Second closing remains conditional and not guaranteed

Key Figures

Preferred Shares Offered: 26,250 shares Purchase Price: $800 per Preferred Share Maximum Gross Proceeds: $21.0 million +3 more

6 metrics

Preferred Shares Offered 26,250 shares Maximum Series A Convertible Preferred Stock in private placement

Purchase Price $800 per Preferred Share Pricing for Series A Convertible Preferred Stock

Maximum Gross Proceeds $21.0 million Aggregate gross proceeds before fees and expenses

Initial Closing Shares 13,750 Preferred Shares Issued at initial closing on February 6, 2026

Initial Gross Proceeds $11.0 million Proceeds from initial closing before fees and debt repayment

Common Stock Par Value $0.0001 per share Par value of Aspire’s common stock

Market Reality Check

Price: $1.41 Vol: Volume 345,295 is below t...

low vol

$1.41 Last Close

Volume Volume 345,295 is below the 20-day average of 1,209,595, indicating muted pre-news trading interest. low

Technical Shares at $1.41 are trading well below the 200-day MA at $11.46 and 99.64% below the 52-week high of $394.40.

Peers on Argus

ASBP was down 2.08% while peers showed mixed moves: QTTB -8.31%, XCUR -3.21%, IC...

ASBP was down 2.08% while peers showed mixed moves: QTTB -8.31%, XCUR -3.21%, ICU -2.88%, CRIS +1.01%, NRXS +5.96%. The pattern suggests stock-specific dynamics rather than a coordinated biotech sector move.

Historical Context

5 past events · Latest: Feb 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 05	Product showcase	Positive	-14.8%	Subsidiary showcasing BUZZ BOMB™ caffeine at a sports nutrition summit.
Feb 03	Distribution deal	Positive	-4.1%	Buzz Bomb Caffeine partners with Blue Shark to expand regional distribution.
Jan 29	Clinical collaboration	Positive	-8.2%	Agreement with Microsize to develop 162 mg sublingual aspirin formulation.
Jan 27	Patent filing	Positive	-8.5%	Provisional patent for first sublingual clopidogrel powder via 505(b)(2) path.
Jan 22	Consumer scale-up	Positive	-5.2%	Delivery of two million BUZZ BOMB™ units and inventory build for growth.

Pattern Detected

Recent corporate and product updates with generally positive tone have repeatedly coincided with negative next-day price reactions.

Recent Company History

Over the past few weeks, Aspire Biopharma has issued a series of development and commercialization updates, including scaling its BUZZ BOMB™ consumer division, new distribution partnerships, and filing IP around sublingual aspirin and clopidogrel programs. Despite these milestones, shares fell between 4.12% and 14.84% following each release. Against this backdrop of negative reactions to ostensibly constructive news, the new preferred stock private placement fits into a broader balance sheet restructuring narrative already underway.

Market Pulse Summary

This announcement details a private placement of up to $21.0 million in Series A Convertible Preferr...

Analysis

This announcement details a private placement of up to $21.0 million in Series A Convertible Preferred Stock, with $11.0 million already closed, aimed at reducing indebtedness and bolstering stockholders’ equity to meet Nasdaq requirements. It follows recent debt exchanges and earlier financing tools disclosed in SEC filings. Investors may watch how much debt is actually retired, whether Nasdaq compliance is regained, and how efficiently new capital supports Aspire’s clinical and consumer product initiatives.

Key Terms

private placement, series a convertible preferred stock, securities purchase agreement, accredited investors, +1 more

5 terms

private placement financial

"Announces $21 Million Private Placement by Select Investors, Strengthening Balance Sheet"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

series a convertible preferred stock financial

"for the purchase and sale of up to 26,250 shares of Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement on February 6, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

accredited investors financial

"offered only to accredited investors. The Company has agreed to file one or more"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

registration statements regulatory

"The Company has agreed to file one or more registration statements with the SEC"

Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.

AI-generated analysis. Not financial advice.

ESTERO, FLORIDA / ACCESS Newswire / February 11, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq:ASBP) ("Aspire" or the "Company"), a biopharmaceutical company developing multi-faceted patent-pending drug delivery technology, today announced that it has entered into a securities purchase agreement on February 6, 2026 (the "Securities Purchase Agreement") with select institutional and accredited investors (collectively, the "Investors") for the purchase and sale of up to 26,250 shares of Series A Convertible Preferred Stock (each, a "Preferred Share" and collectively, the "Preferred Shares"), at a purchase price of $800 per Preferred Share. The Preferred Shares are convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), representing aggregate gross proceeds to the Company of up to $21.0 million, before deducting placement agent fees and other offering expenses (the "Offering").

Concurrently with the execution of the Securities Purchase Agreement, the Company completed the initial closing (the "Initial Closing") of the Offering on February 6, 2026, issuing an aggregate of 13,750 Preferred Shares for gross proceeds of $11.0 million, before deducting placement agent fees and other offering expenses and amounts used for the repayment of certain legacy indebtedness. In accordance with the Securities Purchase Agreement, a portion of the proceeds from the initial closing will be used to support the Company's legacy business operations, fund strategic initiatives and pay offering-related expenses. The second closing of the Offering is expected to occur at a later date and remains subject to the satisfaction of customary closing conditions and the other conditions set forth in the Securities Purchase Agreement, which has been filed with the Securities and Exchange Commission (the "SEC'). Additional information regarding the Offering is available in the Company's Current Report on Form 8-K filed on February 11, 2026 with the SEC.

The Offering is expected to enable the Company to regain compliance with Nasdaq's stockholders' equity listing requirements, representing an important milestone in the Company's ongoing balance sheet restructuring and positioning the Company to support the continued development of its patent-pending drug delivery technologies.

Following the Initial Closing, the Company expects to significantly reduce its outstanding indebtedness and further strengthen its balance sheet, enhancing financial flexibility and providing additional resources to advance its clinical and development initiatives while supporting long-term shareholder value.

RBW Capital Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc., acted as sole placement agent for the private placement.

The securities being offered and sold by the Company in the Offering have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares issuable upon the conversion of the Preferred Shares.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Aspire Biopharma Holdings, Inc.

Aspire Biopharma has developed a patent-pending sublingual delivery technology that can deliver drugs to the body rapidly and precisely. This technology offers the potential to improve effectiveness and reduce side effects by going directly to the bloodstream and avoiding the gastrointestinal tract. Aspire Biopharma's delivery technology can be applied to many different active pharmaceutical ingredients (APIs) and other bioactive substances, spanning both small and large molecule therapeutics, nutraceuticals and supplements.

For more information, please visit www.aspirebiolabs.com

Aspire Biopharma Holdings, Inc.

Contact

PCG Advisory
Kevin McGrath
+1-646-418-7002
kevin@pcgadvisory.com

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the "safe harbor" provisions created by those laws. Aspire's forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding our future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would," and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements represent our views as of the date of this press release and involve a number of judgments, risks and uncertainties. We anticipate that subsequent events an developments will cause our views to change. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include general market conditions, whether clinical trials demonstrate the efficacy and safety of our drug candidates to the satisfaction of regulatory authorities, or do not otherwise produce positive results which may cause us to incur additional costs or experience delays in completing, or ultimately be unable to complete the development and commercialization of our drug candidates; the clinical results for our drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; our ability to achieve commercial success for our drug candidates, if approved, our limited operating history and our ability to obtain additional funding for operations and to complete the development and commercialization of our drug candidates; that the Company will be able to meet the deadlines or conditions imposed by the Hearings Panel or regain compliance with all applicable requirements for continued listing, and other risks and uncertainties set forth in "Risk Factors" in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to rely unduly upon these statements. All information in this press release is as of the date of this press release. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.

SOURCE: Aspire Biopharma Holdings, Inc.

View the original press release on ACCESS Newswire

FAQ

What securities did Aspire Biopharma (ASBP) offer in the February 6, 2026 private placement?

Aspire offered up to 26,250 Series A convertible preferred shares at $800 per share. According to Aspire, an initial closing issued 13,750 preferred shares for gross proceeds of $11.0 million on February 6, 2026.

How will the proceeds from ASBP's $21.0 million offering be used by the company?

The company will use proceeds to repay legacy debt, fund operations and strategic initiatives. According to Aspire, a portion of the initial closing proceeds already funded debt repayment and offering expenses to strengthen the balance sheet.

Will Aspire Biopharma regain Nasdaq compliance after the private placement (ASBP)?

The offering is expected to enable Aspire to regain compliance with Nasdaq equity requirements. According to Aspire, the capital raise represents an important milestone in the company's balance sheet restructuring and Nasdaq compliance efforts.

How many shares were sold in the initial closing and how much did ASBP raise on February 6, 2026?

Aspire completed an initial closing issuing 13,750 preferred shares for gross proceeds of $11.0 million. According to Aspire, those proceeds were received on February 6, 2026 before fees and repayment uses.

Could ASBP shareholders be diluted by the convertible preferred shares from the offering?

Yes, conversion of the Series A preferred shares into common stock can dilute existing shareholders. According to Aspire, the preferred shares are convertible into common stock, which may increase outstanding shares upon conversion.

When will the second closing of Aspire's private placement occur and what conditions apply for ASBP?

The second closing is expected at a later date but remains subject to customary closing conditions. According to Aspire, the second closing will occur only after the satisfaction of terms outlined in the securities purchase agreement.