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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 26, 2026
ASPIRE
BIOPHARMA HOLDINGS, INC.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-41293 |
|
33-3467744 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(IRS Employer
Identification No.) |
| 23150 Fashion Drive,
Suite 230 |
|
|
| Estero, Florida |
|
33928 |
| (Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (908) 987-3002
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each
class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Common Stock, par value $0.0001
per share |
|
ASBP |
|
The Nasdaq Stock Market LLC |
| Warrants, each exercisable
for one share of common stock |
|
ASBPW |
|
The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01- Entry into a Material Definitive Agreement
On
January 26, 2026, Aspire Biopharma Holdings, Inc. (the “Company”), entered into a Securities Purchase Agreement
(the “Securities Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the
Company sold to the Purchasers certain debentures in an aggregate principal amount of $2,173,913.04 for a subscription price
of $2,000,000 (the “Debentures”) with a maturity date of April 23, 2026. The Notes have an 8% original issue
discount and do not bear any annual interest. The Debentures are due the sooner of (i) 90 days, or (ii) upon the
Company’s receipt of gross proceeds of at least $8,000,000 in any equity or debt financing. The Company shall have the
option to prepay this Debenture(s) at any time after the Original Issue Date at an amount equal to the Principal Amount. The Company
shall provide Holder(s) with ten (10) Business Days’ prior written notice of intention to satisfy the Debentures, whether at
maturity, by prepayment, or in default. The Debentures are not convertible into common stock. In connection with the financing
the Purchasers received an aggregate of 790,000 Shares of the Company’s common stock as incentive shares.
The
Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Notes
were not, and will not be, registered under the Securities Act or any state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act, as applicable. The Company intends to utilize the proceeds to pay off debt and for working capital purposes.
The
foregoing description of the Securities Purchase Agreement and the Debentures do not purport to be complete and are subject
to, and qualified in its entirety by, the full text of each agreement, copies of which are attached hereto as Exhibits 10.1 and
10.2.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 above.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form
of Securities Purchase Agreement, dated January 26, 2026 |
| 10.2 |
|
Form
of 8% OID Debenture, dated January 26, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
|
ASPIRE BIOPHARMA HOLDINGS, INC. |
| |
|
|
|
| Date: |
January
30, 2026 |
By: |
/s/ Kraig
Higginson |
| |
|
|
Kraig Higginson |
| |
|
|
Chief Executive Officer |
