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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): April 15, 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
No.) |
|
(I.R.S.
Employer
Identification
No.) |
23150
Fashion Drive, Suite 232
Estero, Florida 33928
(Address
of Principal Executive Offices)
(415) 592-7399
(Registrant’s
Telephone Number)
194
Candelaro Drive, #233
Humacao,
PR 00791
(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 (see General Instruction A.2. below):
| ☐ |
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.
Securities
Purchase Agreement
As
previously reported, on February 6, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a
securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the
“Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the
“Offering”), up to 25,000 shares (the “Shares”) of the Company’s newly-designated Series
A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), which Preferred Stock
is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”) as more fully described in the Certificate of Designations, Preferences and Rights of the Series A Convertible
Preferred Stock, as amended (the “Certificate of Designation”).
Pursuant
to the Certificate of Designation, which was filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on February
6, 2026, subject to Stockholder Approval (as defined below, and which has been obtained on April 10, 2026), each share of Preferred Stock is
convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price of
our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation) for each of the
five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other
date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of
Designation (the “Conversion Price”). The floor price is equal to 20% of the Minimum Price (as such term is defined
by the rules and regulations of The Nasdaq Stock Market LLC under Nasdaq Listing Rule 5635(d)(1)(A)) or such lower amount as
permitted, from time to time, by the Principal Market (the “Floor Price”). The number of shares of Common Stock issuable
upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted
by (y) the Conversion Price.
The
shares of Preferred Stock are convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to
a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% of
the shares of Common Stock that would be issued and outstanding following such conversion (the “Maximum Percentage”). An
Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not
in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after
such notice is delivered to the Company. The Company obtained Stockholder Approval for the conversion of the Shares in excess of 19.99%,
on April 10, 2026.
As
previously disclosed, pursuant to the Securities Purchase Agreement, the Company and the investors agreed to an additional tranche
of approximately $10,000,000. On April 15, 2026, the Company closed on an aggregate of 13,750 Shares resulting in gross proceeds
of $11,000,000 including the conversion of $943,801 in existing debt into Shares on the same terms, before deducting fees to be paid
to the placement agents and financial advisors of the Company and other estimated offering expenses payable by the Company.
RBW
Capital Partners, LLC, acted as placement agent for the Offering. As compensation in connection with the Offering, the Company paid the
placement agent a placement agent fee equal to $900,000.
The
Offering
The
initial closing of the issuance of Preferred Stock occurred on or February 6, 2025 (the “Initial Closing”). At the
Initial Closing, the Company issued 13,750 Shares of Preferred Stock for aggregate gross proceeds of $11,000,000 million, which
included $943,801 of debt that converted into Preferred Shares on the same terms.
Second
Closing
On
April 15, 2026, a second closing was completed, pursuant to which the Company issued an additional 12,500 Shares of Preferred Stock
for aggregate proceeds of $10,000,000 (the “Second Closing”). The Company’s registration statement to register
the shares of Common Stock issuable upon the conversion of the Shares was deemed effective on April 14, 2025 (File No. 333-293515),
and the Company’s shareholders approved the issuance of the additional conversion Shares on April 10, 2026.
As
a result of the Offering, and as of the date of this filing, the Company believes it has stockholders’ equity in excess of $2.5
million, which is the minimum requirement applicable to the Company for continued listing on The Nasdaq Capital Market. The Company awaits
Nasdaq’s formal confirmation of compliance.
The
Securities Purchase Agreement and Registration Rights Agreement contain certain representations and warranties, covenants and indemnities
customary for similar transactions. The representations, warranties and covenants contained in the Securities Purchase Agreement and
Registration Rights Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement and Registration Rights
Agreement and may be subject to limitations agreed upon by the contracting parties.
The
form of the Securities Purchase Agreement and Registration Rights Agreement, are filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K. The foregoing summaries of the terms of the Certificate of Designation, the Preferred Stock, and the Common
Stock and the terms of the Securities Purchase Agreement and Registration Rights Agreement are subject to, and qualified in their entirety
by, the full text of such documents, where applicable, which are filed herewith or incorporated herein by reference.
No
statement in this report or the attached exhibits is an offer to sell or a solicitation of an offer to purchase the Company’s securities,
and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item
5.03. Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.
On
April 13, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware
a Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Amendment”).
The
Certificate of Amendment amends the Company’s previously filed Certificate of Designation of Series A Convertible Preferred Stock,
which was originally filed on February 2, 2026.
Pursuant
to the Certificate of Amendment, the Company amended certain provisions of the Certificate of Designation, including clarifying and restating
provisions relating to the designation and number of shares of Series A Convertible Preferred Stock. As amended, the Company has designated
30,000 shares of Series A Convertible Preferred Stock, each with a par value of $0.0001 and a stated value of $1,000 per share.
Except
as expressly modified by the Certificate of Amendment, the Certificate of Designation remains in full force and effect.
The
foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of
Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of
1995, including without limitation statements regarding the Company’s intended use of the net proceeds from the Offering, the filing
and timing of a resale registration statement. Actual results might differ materially from those explicit or implicit in the forward-looking
statements. Important factors that could cause actual results to differ materially include: risks associated with market conditions;
risks associated with the Company’s cash needs; and risks and uncertainties associated with the Company’s business and finances
in general; and other risks and uncertainties set forth from time to time in the Company’s filings with the Commission. Any forward-looking
statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation
to update any forward-looking statements, whether because of new information, future events or otherwise.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on April 13, 2026 |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated February 6, 2026 by and among Aspire Biopharma Holdings, Inc. and the purchasers named therein (incorporated by reference to the current report on Form 8-K, filed on by the Company on February 12, 2026) |
| |
|
|
| 10.2 |
|
Form of Registration Rights Agreement, dated February 6, 2026 by and among Aspire Biopharma Holdings, Inc. and the holders named therein (incorporated by reference to the current report on Form 8-K, filed on by the Company on February 12, 2026) |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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. |
| |
|
|
| |
By: |
/s/
Ernest Scheidemann |
| |
|
Ernest
Scheidemann |
| |
|
Chief
Financial Officer |
| |
|
|
| Date:
April 16, 2026 |
|
|
