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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): November 4, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
November 4, 2025,
at the Special Meeting of Stockholders (the “Meeting”) of Aspire Biopharma Holdings, Inc. (the “Company”), stockholders
voted on the matters described below.
| 1. |
The
Company’s stockholders approved, the grant of discretionary authority to the Company’s board of directors (“the
Board”) to (i) amend the Company’s certificate of incorporation, as amended, (the “Certificate of Incorporation”)
to effect a reverse stock split of all outstanding shares of Common Stock, by a ratio in the range of one-for-five (1-for-5) to one-for-forty
(1-for-40), to be determined in the Board’s sole discretion; and (ii) effect the reverse stock split, if at all, within one
year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”). The number of shares
that voted for, against, and withheld from voting for this Reverse Stock Split Proposal is summarized in the table below: |
| Votes For | | |
Votes Against | | |
Votes Abstain | |
| | | |
| | | |
| | |
| 24,965,481 | | |
| 5,988,513 | | |
| 29,704 | |
| 2. |
The
Company’s stockholders approved, for purposes of Marketplace Rule (collectively, the “Nasdaq Rules”) 5635(d) of
the Nasdaq Stock Market LLC (“Nasdaq”), (i) the issuance of more than 19.99% of our outstanding shares of Common Stock,
issuable upon exercise of certain Convertible Promissory Notes (the Notes) issued pursuant to certain securities purchase agreements
by and between the Company and certain purchasers, entered into as of August 19, 2025 and (ii) the floor price (the “Floor
Price”) at which the Notes may be converted, equal to 20% of the average closing price of our Common Stock for the five days
prior to the Closing Date. (the “Notes Proposal”). The number of shares that voted for, against, and withheld from voting
for this Share Issuance Proposal is summarized in the table below: |
| Votes For | | |
Votes Against | | |
Votes Abstain | | |
Broker Non-Votes | |
| | | |
| | | |
| | | |
| | |
| 19,852,827 | | |
| 3,747,867 | | |
| 8,577 | | |
| 7,374,427 | |
| 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:
November 5, 2025 |
By: |
/s/
Kraig Higginson |
| |
|
Kraig
Higginson |
| |
|
Chief
Executive Officer |
