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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): October 15, 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 232
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on April 16, 2025, Aspire Biopharma Holdings, Inc. (the “Company”) received two letters from the Listing
Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), each addressing a separate compliance
deficiency under the Nasdaq Listing Rules. The first letter notified the Company of a deficiency with regard to Rule 5450(b)(2)(A) (the
“MVLS Notice”), which requires a company, whose securities are listed on The Nasdaq Global Market under the “Market
Value Standard”, to maintain a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000 (the “MVLS
Rule”). The deficiency was caused by the Company’s MVLS having been below the minimum
level for the 30 consecutive trading days
prior to the issuance of the MVLS Notice. Under Nasdaq Listing Rule 5810(c)(3)(C), the Company was entitled to a 180-day period within
which to rectify the deficiency. In order to do so, the Company was required to achieve and maintain an MVLS of at least $50,000,000
or more for a minimum of 10 consecutive trading
days.
The
second letter notified of the deficiency with regard to Rule 5450(a)(1) (the “Bid Price Notice” together with the MVLS Notice,
the “Notices”), which requires the Company to maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”)
for continued listing on The Nasdaq Global Market. The
deficiency was caused by the Company’s bid price having
been below the minimum level for the 30 consecutive trading days
prior to the issuance of the Bid Price Notice. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with a
compliance period of 180 calendar days in which to regain compliance with the Bid Price Rule, or until October 13, 2025.
The
Company did not regain
compliance with the MVLS Rule or the Bid Price Rule within the compliance period. Accordingly, on October 15, 2025, (the “October
Letter”) the Staff notified the Company that its securities were subject to delisting from Nasdaq unless the Company timely appeals
the Staff’s determination and requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Both
items of noncompliance serve as an independent basis for delisting the Company’s securities from Nasdaq.
The
Company has requested a hearing before the Panel and has paid the associated fee of $20,000, which has stayed the suspension
of the Company’s Common Stock and publicly traded Warrants pending the Panel’s decision. At the hearing, the Company
will present its plan to regain compliance with the MVLS Rule and the Bid Price Rule, and request an extension of time. The Panel has
the authority to grant the Company an extension of up to 180 days from the date of the Staff’s delist determination for the MVLS
Rule and Bid Price Rule. The Company is considering all options available to it to regain compliance with the MVLS Rule and the Bid Price
Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company
will be able to regain compliance within the period of time that may be granted by the Panel.
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:
October 17, 2025 |
By: |
/s/
Kraig Higginson |
| |
|
Kraig
Higginson |
| |
|
Chief
Executive Officer |
