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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): September
22, 2025
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
Not
Applicable
(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
3.02 Recent Sale of Unregistered Securities
As
previously disclosed in the Company’s current report on Form 8-K, filed on August 22, 2025, the Company entered in a Securities
Purchase Agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company sold to the investors
certain notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000. Of the $7,750,000 total funding
under the Purchase Agreement, $4,709,677 was funded on August 19, 2025. The second tranche was funded on September 22, 2025 for an aggregate
of $1,000,000.
Item
4.01 Changes in Registrant’s Certifying Accountant
| (a) |
Termination
of Previous Independent Registered Accounting Firm |
On
September 22, 2025 Bush & Associates CPA (“Bush”) was dismissed by the Audit Committee of the Board of Directors
of Aspire Biopharma Holdings, Inc. (the “Company”) as the Company’s independent registered public accounting firm,
effective as of that date. Bush’s report on the Company’s consolidated financial statements as of December 31, 2024 did not
contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting
principles, other than that it included an explanatory paragraph regarding substantial doubt as to the Company’s ability to continue
as a going concern.
During
the year ended December 31, 2024 and the subsequent interim periods through
September 22, 2025, there were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304) with Bush on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of Bush would have caused Bush to make reference to the subject
matter of the disagreements or reportable events in connection with its reports on the financial statements for such years and interim
periods.
During the year ended December 31, 2024 and the subsequent
interim periods through September 22, 2025, the Company disclosed material weaknesses in its
internal control over financial reporting. As disclosed in the Company’s Annual Report for
the year ended December 31, 2024 on Form 10-K in Item 9A, the Company’s management concluded that as of December 31, 2024,
the Company’s disclosure controls and procedures were not effective due to material weaknesses identified in internal control over
financial reporting, however, after giving full consideration to the material weakness, management
believes that the consolidated financial statements included in the Form 10-K were prepared in accordance with US generally accepted
accounting principles.
There
have been no other “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided Bush with a copy of the disclosure it is making in this Current
Report on Form 8-K and requested that Bush furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission
stating whether Bush agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. Bush has informed
the Company that it does not disagree with the statements made in this Current Report on Form 8-K.
| (b) |
Appointment
of New Independent Registered Public Accounting Firm |
On
September 22, 2025,
the Company’s Audit Committee approved the engagement of Turner Stone & Co (“Turner”) as the Company’s
new independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately. During the year
ended December 31, 2024 and through the subsequent interim periods as
of September 22, 2025, neither the Company, nor any party on behalf of the Company, consulted with Turner regarding either (a) the application
of accounting principles to a specified transaction, either completed or proposed, or the audit opinion that might be rendered regarding
the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that Turner concluded
was an important factor considered by the Company in deciding on any accounting, auditing or financial reporting issue, or (b) any matter
subject of any “disagreement” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a “reportable event” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
Exhibits
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded with 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. |
| |
|
|
| Dated:
September 26, 2024 |
By: |
/s/
Kraig Higginson |
| |
|
Kraig
Higginson |
| |
|
Chief
Executive Officer |
