false
0001847345
0001847345
2025-11-11
2025-11-11
0001847345
ASBP:CommonStockParValue0.0001PerShareMember
2025-11-11
2025-11-11
0001847345
ASBP:WarrantsEachExercisableForOneShareOfCommonStockMember
2025-11-11
2025-11-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 11, 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
No.) |
|
(I.R.S.
Employer
Identification
No.) |
23150
Fashion Drive, Suite 230
Estero,
Florida 33928
(Address
of Principal Executive Offices)
(415)
592-7399
(Registrant’s
Telephone Number)
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 (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.
Equity
Line of Credit
On
November 11, 2025, the Company entered into a Purchase Agreement (“ELOC Agreement”) with Arena Business Solutions Global
SPC II, Ltd. (“Arena”). Under the ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase
up to $100,000,000 in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and
conditions contained in the ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering
the resale of ELOC Commitment Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement.
The term of the ELOC Agreement began on the date of execution and ends on the earlier of (i) the first day of the month next following
the 36-month anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of ELOC Shares,
or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the “Commitment
Period”).
During
the Commitment Period, the Company may direct Arena to purchase ELOC Shares by delivering a notice (an “Advance Notice”)
to Arena. The Company shall, in its sole discretion, select the amount of ELOC Shares requested by the Company in each Advance Notice.
However, such amount may not exceed the Maximum Advance Amount (as defined in the ELOC Agreement). The purchase price to be paid by Arena
for the ELOC Shares will be ninety-six percent (96%) of the VWAP (as defined in the ELOC Agreement) of the Company’s common stock
during the trading day commencing on the date of the Advance Notice, subject to adjustment pursuant to the terms of the ELOC Agreement.
In
consideration for Arena’s execution and delivery of the ELOC Agreement, the Company agreed to issue or cause to be issued or transferred
to Arena [ ] shares of common stock (the “Transaction Fee Shares”). In addition, the Company has agreed all of Arena’s
customary due diligence and legal fees, in an amount of up to approximately $20,000 plus an amount of $25,000 incurred in a prior transaction
between the Company and Arena, for a total of $40,000, $20,000 of which was to be paid upon execution and delivery of the ELOC Agreement
and the remainder of the balance will be paid by the issuance to Arena of 162,338 shares of our common stock.
Under
the ELOC Agreement, the Company also agreed to, no later than ten (10) business days following the Closing of the Business Combination,
file with the SEC a registration statement for the resale by Arena of the ELOC Shares and the ELOC Commitment Shares, and to file one
or more additional registration statements if necessary.
The
ELOC Agreement contains customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification
rights and obligations of the parties. Among other things, Arena represented to the Company, that it is an “accredited investor”
(as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company issued, and will issue, the securities
in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
The
foregoing description of the ELOC Agreement and Leak Out Agreement, are qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference. The representations,
warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Item 1.02. Termination of a Material Definitive Agreement.
Termination of Original Equity Line of Credit
As previously
reported, on February 13, 2025, the Company entered into a Purchase Agreement (“Original ELOC Agreement”) with Arena whereby
the Company had the right, but not the obligation, to direct Arena to purchase up to $100,000,000 in shares of the Company’s common
stock upon satisfaction of certain terms and conditions contained in the Original ELOC Agreement. For a full description of the Original
ELOC Agreement, please refer to the Company’s Current Report on Form 8-K and the exhibits attached thereto as filed on February
20, 2025.
On November 11,
2025, the Company and Arena entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Company
and Arena mutually terminated the Original ELOC Agreement, pursuant to Section 11.02 thereof, effective immediately.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Purchase Agreement |
| 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. |
| |
|
|
| |
By:
|
/s/
Kraig Higginson |
| |
|
Kraig
Higginson |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
November 14, 2025 |
|
|
