Aspire Biopharma Holdings Inc SEC Filings

Aspire Biopharma Holdings, Inc. held a Special Meeting of Stockholders on June 16, 2026, where stockholders constituting a quorum voted on several matters. The filing shows that each proposal received strong support, with the first proposal receiving 1,742,683 votes for, 107,523 against, and 4,818 abstentions, and no broker non-votes. Two additional proposals also passed with similar levels of support, including one with 1,745,709 votes for and another with 1,739,702 votes for, and no broker non-votes in any case. The company remains listed on The Nasdaq Stock Market LLC under the symbols ASBP for its common stock and ASBPW for its warrants.

Aspire Biopharma Holdings, Inc. reported that its shareholder meeting held on June 9, 2026 was adjourned because a quorum was not reached. The company has rescheduled the meeting to June 16, 2026 at 10:00 a.m. EST. The online access link remains www.colonialstock.com/AspireBiopharma2026.

Aspire Biopharma Holdings, Inc. entered into a definitive purchase agreement to acquire 100% of Dura Driver Control Systems for a cash purchase price of $30 million. The deal covers all equity interests in specified subsidiaries and assets that make up DCS’s driver control systems business.

The closing price will be adjusted to reflect an $800,000 credit for deferred revenue, income tax items, and indebtedness at closing. A key condition is that Sellers must deliver a PCAOB audit for 2024 and 2025 with an unqualified opinion and at least $12 million of gross profit minus capital expenditures, or Aspire can terminate after the September 10, 2026 outside date.

DCS generated more than $200 million in 2025 revenue, over $17 million in net income, and more than $22 million in Adjusted EBITDA. Either party may terminate under specified conditions, and in certain cases a one-time $3.5 million termination fee is payable. Aspire states it does not expect to raise new equity to fund the transaction.

Aspire Biopharma Holdings, Inc., an early-stage biopharmaceutical company focused on sublingual delivery of known drugs and supplements, reported its unaudited results for the quarter ended March 31, 2026.

The company generated its first reported commercial revenue, with net revenue of $28,353 from nutraceutical products, producing a modest gross margin of $5,750. Operating expenses were driven mainly by general and administrative costs of $1,020,457, research and development of $296,723, and sales and marketing of $334,739, leading to a loss from operations of $1,646,169. Including other expense, primarily related to financing activities, Aspire recorded a net loss of $3,222,892, a substantial improvement from the prior year period’s loss of $15,941,328, which had been inflated by large stock-based compensation.

The balance sheet strengthened significantly. Cash and cash equivalents rose to $5,857,024 from $1,003,904 at year-end, and total assets increased to $7,117,147. Total liabilities declined to $3,248,684 from $7,688,495, reflecting repayment and conversion of prior debt. Stockholders moved from a deficit of $(6,376,329) to positive equity of $3,868,463, aided by issuances of Series A convertible preferred stock and common shares issued for debt exchanges and financing fees.

Operating cash outflows were $3,038,522, but Aspire received $7,891,642 in net cash from financing activities, including Series A preferred proceeds and debentures. Management disclosed that available liquidity, including cash from a February and April 2026 preferred stock financing and an equity line of credit allowing up to $100 million in common stock sales over 24 months, is expected to fund operations for at least one year after the financial statements’ filing date.

Highbridge Capital Management reported beneficial ownership of 273,000 shares of Aspire Biopharma common stock issuable upon exercise of warrants, representing 5.2% of the class assuming exercise.

The filing states shares outstanding were 5,024,124 as of March 27, 2026, and the reported position reflects warrants directly held by Highbridge Funds. The statement clarifies the shares are issuable upon exercise of warrants and attributes voting and dispositive power to the Reporting Person.

Aspire Biopharma Holdings, Inc. approved a major change to its capital structure by amending its Certificate of Incorporation to implement a 1-for-30 reverse stock split of its issued and outstanding common stock. This means every thirty existing shares will be automatically combined into one new share when the change becomes effective.

No fractional shares will be issued; any resulting fraction will be rounded up to the nearest whole share, slightly increasing some holders’ share counts. The company’s common stock will continue trading on the Nasdaq Stock Market, with the trading symbol remaining “ABSP,” while the common stock will receive a new CUSIP number.

A Schedule 13G/A discloses that Ardsley-related reporting persons (Ardsley Advisory Partners LP; related general partners and funds; Philip J. Hempleman) report beneficial ownership positions of 5% or less in Aspire Biopharma Holdings common stock. The filing cites 138,446,102 shares outstanding as of December 3, 2025 from the issuer's Form S-1.

The cover‑page rows incorporated by reference show 0.00 for sole and shared voting and dispositive power and state 0% percent ownership for each Reporting Person. Signatures are dated May 13, 2026.

Aspire Biopharma Holdings, Inc. is soliciting stockholder approval at a June 9, 2026 special meeting to ratify a Warrant Agreement with its financial advisor and related adjustments tied to issued pre-funded warrants.

The proposals seek (1) authorization to issue the Warrants and Warrant Shares (including shares in excess of 19.99%), (2) approval of formula-based adjustments to the number of shares issuable under the Warrants, (3) approval to permit voluntary reductions of the Warrants’ nominal exercise price of $0.00001 per share, and (4) authority to adjourn the meeting to solicit additional proxies if needed. The Board recommends a vote FOR all proposals. The record date is April 13, 2026, and shares outstanding were 5,024,142 as of that date.

Aspire Biopharma Holdings, Inc. is calling a June 9, 2026 special meeting to seek stockholder approval for several warrant-related actions tied to a financial advisory agreement and the acquisition of Direct Control Systems.

The key proposal asks stockholders to approve, for Nasdaq Rule 5635(d) purposes, the issuance of pre-funded warrants and the common shares issuable upon exercise, including any Warrant Shares above 19.99% of common stock outstanding on April 2026 at a nominal exercise price of $0.00001 per share. Additional proposals would authorize adjustments to the number of shares underlying the warrants under Section 3.2 of the Warrant Agreement, permit voluntary reductions of the warrant exercise price under Section 3.8, and allow adjournments of the meeting to gather more votes if needed. The Board recommends voting “FOR” all four proposals. Stockholders of record as of April 13, 2026, when 5,024,142 common shares were outstanding, are entitled to vote.