Aspire Biopharma (ASBP) consolidates shares in 1-for-30 reverse stock split

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aspire Biopharma Holdings, Inc. approved a major change to its capital structure by amending its Certificate of Incorporation to implement a 1-for-30 reverse stock split of its issued and outstanding common stock. This means every thirty existing shares will be automatically combined into one new share when the change becomes effective.

No fractional shares will be issued; any resulting fraction will be rounded up to the nearest whole share, slightly increasing some holders’ share counts. The company’s common stock will continue trading on the Nasdaq Stock Market, with the trading symbol remaining “ABSP,” while the common stock will receive a new CUSIP number.

Insights

Aspire is consolidating its share count via a 1-for-30 reverse split.

Aspire Biopharma is executing a reverse stock split, combining every thirty shares of common stock into one share through a Certificate of Amendment filed in Delaware. This action changes the number of shares outstanding but does not, by itself, alter the company’s overall market value.

No fractional shares will exist after the split; any fraction will be rounded up to a full share, slightly benefiting very small positions. The stock will continue to trade on Nasdaq under the symbol “ABSP,” with a new CUSIP assigned. Future disclosures may clarify post-split share counts and any listing-compliance objectives.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-30 Par value per share: $0.0001 per share Filing date of amendment: May 11, 2026 +1 more

4 metrics

Reverse split ratio 1-for-30 Every thirty shares of issued and outstanding common stock combine into one

Par value per share $0.0001 per share Par value of common stock stated with Nasdaq listing details

Filing date of amendment May 11, 2026 Certificate of Amendment filed with Delaware Secretary of State

New CUSIP 738920305 CUSIP number of common stock following the reverse stock split

Key Terms

reverse stock split, Certificate of Amendment, Certificate of Incorporation, emerging growth company, +1 more

5 terms

reverse stock split financial

"to effect a 1-for-30 reverse stock split of the Company’s issued and outstanding common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Amendment regulatory

"filed with the Secretary of State of the State of Delaware a Certificate of Amendment"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Certificate of Incorporation regulatory

"amended Article Fourth of its Certificate of Incorporation to effect a 1-for-30 reverse stock split"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Stock Market LLC financial

"Common stock, par value $0.0001 per share | | ASBP | | The Nasdaq Stock Market LLC"

Nasdaq Stock Market LLC is the company that operates the Nasdaq electronic stock exchange, a large centralized marketplace where shares of publicly traded companies are listed and bought and sold. Think of it as a high-speed digital auction house and storefront combined: being listed there gives a company visibility and easier access to many buyers, while investors benefit from transparent prices, fast trades and regulated rules that help protect fair trading.

FAQ

What corporate action did Aspire Biopharma (ASBP) take in this 8-K?

Aspire Biopharma amended its Certificate of Incorporation to implement a 1-for-30 reverse stock split of its issued and outstanding common stock. This consolidates existing shares into fewer, higher-priced shares without changing total company value by itself.

How does Aspire Biopharma’s 1-for-30 reverse stock split work for shareholders?

For every thirty shares of Aspire Biopharma common stock held immediately before the effective time, shareholders will receive one share afterward. The process is automatic, with no action required, and is implemented through a Certificate of Amendment filed in Delaware.

What happens to fractional shares in Aspire Biopharma’s reverse stock split?

No fractional shares will be issued in the reverse stock split. If a shareholder’s position would result in a fraction of a share, that amount will be rounded up to the nearest whole share, slightly increasing holdings for some small accounts.

Will Aspire Biopharma’s Nasdaq ticker or listing change after the reverse split?

The company’s common stock will continue to trade on the Nasdaq Stock Market, and the trading symbol will remain “ABSP.” However, the common stock will receive a new CUSIP number following the reverse stock split to reflect the recapitalization.

When does Aspire Biopharma’s reverse stock split become effective?

The reverse stock split becomes effective as of New York time on the effective date specified in the Certificate of Amendment filed on May 11, 2026. The exact effective date is defined in that amendment rather than in this summary description.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:05 PM

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): May 11, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”).

Pursuant to the Certificate of Amendment, the Company amended Article Fourth of its Certificate of Incorporation to effect a 1-for-30 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split”). The Reverse Split will become effective as of New York time on the effective date set forth in the Certificate of Amendment.

As a result of the Reverse Split, every thirty (30) shares of the Company’s issued and outstanding common stock immediately prior to the effective time will automatically be combined and converted into one (1) share of common stock. No fractional shares will be issued in connection with the Reverse Split, and any fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share.

The trading symbol for the Common Stock will remain “ABSP,” and the new CUSIP number of the Common Stock following the Reverse Stock Split is 738920305.

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 incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of Aspire Biopharma Holdings, Inc., filed with the Secretary of State of the State of Delaware on May 11, 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: May 14, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Aspire Biopharma (ASBP) consolidates shares in 1-for-30 reverse stock split

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