Welcome to our dedicated page for Aspire Biopharma Holdings SEC filings (Ticker: ASBP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Aspire Biopharma Holdings, Inc. (ASBP) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI‑assisted context to help interpret complex documents. Aspire Biopharma is a Delaware‑incorporated biotechnology and biopharmaceutical company focused on a patent‑pending sublingual delivery platform for drugs and supplements, and its filings reflect both scientific ambitions and capital markets activity.
Through its registration statements on Form S‑1 and related amendments, Aspire details the structure of its convertible promissory notes, share registration for resale, and its status as a smaller reporting company and emerging growth company. Current reports on Form 8‑K describe material events such as the establishment and termination of an equity line of credit, recent sales of unregistered securities, changes in independent registered public accounting firms, and notices from Nasdaq regarding bid price and market value listing requirements.
Other filings, including the definitive proxy statement on Schedule 14A, outline shareholder proposals related to a reverse stock split, approval of share issuances under Nasdaq rules for the convertible notes, and potential adjournments to secure sufficient votes. These documents provide insight into how Aspire Biopharma manages its capital structure, maintains exchange listing compliance and seeks shareholder authorization for key corporate actions.
On this page, users can review ASBP’s 10‑K and 10‑Q reports when available for a fuller view of financial condition, risk factors and operational progress around its sublingual aspirin program, BUZZ BOMB™ supplement activities and broader pipeline. AI‑powered summaries highlight important terms in lengthy filings, explain the practical implications of financing arrangements, and surface notable items in Forms 3, 4 and 5 related to insider ownership and trading. Real‑time updates from EDGAR ensure that new Aspire Biopharma filings, amendments and exhibits are added as they are released, helping investors and researchers follow the company’s regulatory history efficiently.
Aspire Biopharma Holdings, Inc. has filed an S-1 to register the resale of up to 159,090,906 shares of common stock issuable upon conversion of its Series A Convertible Preferred Stock. These shares may be sold from time to time by selling shareholders, and the company will not receive proceeds from these resales.
The Preferred Stock supports up to
Aspire is an early-stage biopharmaceutical and supplements company focused on patent-pending sublingual delivery technologies, led by a high-dose sublingual aspirin program that has completed a positive pharmacokinetic trial and is being advanced toward a planned 505(b)(2) NDA submission targeted for late 2026. The company is also commercializing “Buzz Bomb” caffeine supplements and developing additional sublingual products, including melatonin, vitamins, nicotine and other drug candidates, while managing a complex capital structure that includes past convertible notes, an equity line of credit and reverse recapitalization through a SPAC merger.
Aspire Biopharma Holdings, Inc. is asking stockholders to approve several major capital and governance actions at a special meeting on April 10, 2026. As of the February 11, 2026 record date, there were 5,024,142 shares of common stock outstanding. The company seeks authority for a reverse stock split of its common stock at a ratio between 1-for-5 and 1-for-500 to help maintain Nasdaq listing and potentially improve trading liquidity. It is also requesting approval, under Nasdaq Listing Rule 5635(d), to issue common shares upon conversion of Series A Convertible Preferred Stock above the 19.99% ownership threshold, and to issue 20% or more of its common stock under a $100,000,000 equity line of credit with Arena Business Solutions Global SPC II, Ltd. Another proposal would increase authorized common stock from 490,000,000 to 700,000,000 shares, significantly expanding capacity for future issuances. A final proposal would allow adjournment of the meeting to solicit additional proxies if support for these items is initially insufficient. The board recommends voting “FOR” all proposals.
Aspire Biopharma Holdings, Inc. disclosed that investment adviser Ardsley Advisory Partners and related Ardsley funds, together with Philip J. Hempleman, filed a Schedule 13G reporting significant ownership of its common stock as of 12/31/2025.
The Ardsley group reports beneficial ownership of 10,750,000 shares, representing 7.76 % of Aspire Biopharma’s common stock. Within this, Ardsley Partners Advanced Healthcare Fund, L.P. holds 9,229,100 shares (6.67 % of the class) and Ardsley Partners Fund II, L.P. holds 1,520,900 shares (1.10 % of the class), all with shared voting and dispositive power.
The reporting persons certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Aspire Biopharma.
Aspire Biopharma Holdings, Inc. entered into a securities purchase agreement for a private placement of up to 26,250 shares of Series A Convertible Preferred Stock at $800 per share, for potential gross proceeds of up to $21.0 million. The company completed an initial closing on February 6, 2026, issuing 13,750 preferred shares for $11.0 million, including the conversion of $943,801 of existing debt, and paying a $900,000 placement fee. A potential second closing of up to 12,500 additional preferred shares for up to $10,000,000 is conditioned on effectiveness of a resale registration statement and stockholder approval. Aspire believes the transaction has increased stockholders’ equity above the $2.5 million Nasdaq Capital Market requirement and plans a stockholder vote on the financing, a reverse stock split in a range of 1-for-5 to 1-for-500, and an increase in authorized shares. The filing also notes the resignation of director Donald G. Fell and the appointment of Philip Balatsos to the board, and grants the investors the right to appoint one director.
Aspire Biopharma Holdings, Inc. amended its charter to designate 25,000 shares of authorized preferred stock as Series A Convertible Non-Voting Preferred Stock. These shares are convertible into common stock at a price equal to 80% of the lowest closing price over the five trading days before conversion, subject to a floor equal to 20% of the Nasdaq “Minimum Price” and other adjustments.
Conversions are limited so that an investor generally cannot own more than 4.99% of outstanding common shares, with the option to increase this cap up to 9.99% on 61 days’ notice, and total issuances from conversion cannot exceed 19.99% of common shares outstanding without required shareholder approval. The Series A ranks senior to common stock on liquidation, has anti-dilution price protection, carries participation rights for up to 30% of certain future financings for six months, receives dividends on an as-converted basis when common stock receives non-stock dividends, and has no regular voting rights beyond those required by law or the charter.
Aspire Biopharma Holdings, Inc. entered into a Securities Purchase Agreement with certain investors, issuing debentures with an aggregate principal amount of
Aspire Biopharma Holdings, Inc. reported that its Board of Directors has confirmed the share limit for its 2024 Stock Incentive Plan at 4,890,000 shares. This plan, which had previously been approved by stockholders, allows the company to grant equity-based incentives to employees, directors, and consultants to align their interests with long-term stockholder value.
The Board also approved standard forms of award agreements for restricted stock units (RSUs) and stock options to be used for grants under the plan. Each RSU entitles the holder to receive one share of common stock upon vesting, and each option provides the right to purchase one share at a preset exercise price, in each case subject to continued service through the applicable vesting dates.
Aspire Biopharma Holdings, Inc. reported that on January 7, 2026, director Surendra Ajjarapu notified the Board of Directors of his decision to step down from his role as a Director, effective immediately. The company states that his resignation is not due to any disagreement with Aspire Biopharma, its Board of Directors, or any member of its management. The filing otherwise contains administrative details, including the company’s listing of its common stock and warrants on The Nasdaq Stock Market LLC.
Aspire Biopharma Holdings, Inc. entered into Exchange Agreements on January 1, 2026 with certain debt holders to swap approximately $1.75 million of outstanding debt into shares of its common stock. The original debt arose from subscription agreements of its predecessor, PowerUp Acquisition Corp., with sponsors of PowerUp’s initial public offering.
For each exchange, a holder may submit an Exchange Notice stating the amount to convert and will receive shares equal to that amount divided by an Exchange Price set at the prior trading day’s closing price minus $0.01 as an administrative fee. Each holder can submit up to four notices, each covering no more than 30% of its outstanding balance, and must complete any exchanges it chooses to make by January 31, 2026. The resulting shares will be freely tradeable, without restrictive legends.
If the company completes a financing over $3,000,000, it may repay part or all of a holder’s remaining balance, and a holder can elect to have up to 25% of its outstanding balance repaid from such proceeds, and as much as 33.33% of the aggregate financing proceeds. The exchanges rely on exemptions from registration under Section 3(a)(9) of the Securities Act and Regulation D, with participating investors representing that they are accredited investors.
Aspire Biopharma Holdings, Inc. filed an amended quarterly report (10‑Q/A) for the quarter ended September 30, 2025 to correct a typographical error in MD&A “Nasdaq Notices.” The report is refiled in full; no other changes were made.
For the quarter, the company reported net revenue of $1,941 and a net loss of $1,850,493; the nine‑month net loss was $19,773,114. Cash was $1,948,271 with a working capital deficit of $11,457,377 as of September 30, 2025. Current liabilities totaled $13,860,506, including a derivative liability of $3,554,265 and a convertible note balance of $4,739,965. Management disclosed that these conditions raise “substantial doubt” about the company’s ability to continue as a going concern. As of November 12, 2025, there were 107,477,178 shares of common stock outstanding and 24,138,302 warrants outstanding.