ASBP faces Nasdaq delisting after missing $50M MVLS, $1 bid

Aspire Biopharma Holdings, Inc. (ASBP) reported a Nasdaq delisting notice after it failed to regain compliance with two rules: maintaining a $50,000,000 Market Value of Listed Securities and a $1.00 minimum bid price.

Rhea-AI Filing Summary

Aspire Biopharma Holdings, Inc. (ASBP) reported a Nasdaq delisting notice after it failed to regain compliance with two rules: maintaining a $50,000,000 Market Value of Listed Securities and a $1.00 minimum bid price. The company previously received deficiency letters on April 16, 2025, and did not cure them within the allowed periods, including the bid price window that ran through October 13, 2025.

On October 15, 2025, Nasdaq staff notified ASBP that its securities are subject to delisting unless it successfully appeals. The company has requested a hearing before the Nasdaq Hearings Panel and paid a $20,000 fee, which stays any suspension pending the Panel’s decision. At the hearing, ASBP will present a plan to regain compliance, which for MVLS requires reaching at least $50,000,000 for 10 consecutive trading days. The Panel may grant up to 180 days from the delist determination for ASBP to cure both issues, but there is no assurance of an extension or successful compliance.

Positive

• None.

Negative

• Nasdaq delisting notice: ASBP did not regain compliance with the $50,000,000 MVLS and $1.00 bid price rules within the allowed periods.
• Listing uncertainty: Continued listing now depends on a Panel hearing outcome, with no assurance of extension or successful compliance.

Insights

Equity listings and market structure analyst

Nasdaq delisting risk; appeal filed with stay and limited runway.

ASBP faces two independent bases for delisting: failing the $50,000,000 MVLS and the $1.00 bid price. The company did not regain compliance within the initial 180-day windows, prompting the October 15, 2025 delist notice. Both deficiencies must be cured to maintain listing.

The company requested a hearing and paid $20,000, which stays suspension pending the Panel’s decision. The Panel can allow up to 180 days from the delist determination. For MVLS, compliance requires at least $50,000,000 for 10 consecutive trading days; the bid price must reach $1.00 similarly.

Actual outcomes depend on the Panel’s decision and the company’s ability to meet these thresholds. Subsequent company disclosures may detail the hearing schedule or specific compliance actions.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What triggered Nasdaq’s delisting notice for ASBP?

ASBP failed to regain compliance with the $50,000,000 Market Value of Listed Securities rule and the $1.00 minimum bid price rule.

When did ASBP receive the delisting determination?

Nasdaq staff issued the notice on October 15, 2025 after prior deficiency periods expired.

What steps has ASBP taken in response?

ASBP requested a hearing before the Nasdaq Hearings Panel and paid a $20,000 fee, which stays suspension pending a decision.

What are the specific compliance requirements ASBP must meet?

Regain an MVLS of at least $50,000,000 for 10 consecutive trading days and restore a $1.00 minimum bid price.

How much time could ASBP receive to regain compliance?

The Panel may grant up to 180 days from the delist determination to cure both deficiencies.

Which securities are affected by the notice?

ASBP’s Common Stock (ASBP) and publicly traded Warrants (ASBPW) listed on The Nasdaq Stock Market LLC.

Was there a prior deadline related to bid price compliance?

Yes. The bid price compliance period ran until October 13, 2025.

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

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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