Welcome to our dedicated page for Aspire Biopharma Holdings SEC filings (Ticker: ASBP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Aspire Biopharma Holdings, Inc. (ASBP) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI‑assisted context to help interpret complex documents. Aspire Biopharma is a Delaware‑incorporated biotechnology and biopharmaceutical company focused on a patent‑pending sublingual delivery platform for drugs and supplements, and its filings reflect both scientific ambitions and capital markets activity.
Through its registration statements on Form S‑1 and related amendments, Aspire details the structure of its convertible promissory notes, share registration for resale, and its status as a smaller reporting company and emerging growth company. Current reports on Form 8‑K describe material events such as the establishment and termination of an equity line of credit, recent sales of unregistered securities, changes in independent registered public accounting firms, and notices from Nasdaq regarding bid price and market value listing requirements.
Other filings, including the definitive proxy statement on Schedule 14A, outline shareholder proposals related to a reverse stock split, approval of share issuances under Nasdaq rules for the convertible notes, and potential adjournments to secure sufficient votes. These documents provide insight into how Aspire Biopharma manages its capital structure, maintains exchange listing compliance and seeks shareholder authorization for key corporate actions.
On this page, users can review ASBP’s 10‑K and 10‑Q reports when available for a fuller view of financial condition, risk factors and operational progress around its sublingual aspirin program, BUZZ BOMB™ supplement activities and broader pipeline. AI‑powered summaries highlight important terms in lengthy filings, explain the practical implications of financing arrangements, and surface notable items in Forms 3, 4 and 5 related to insider ownership and trading. Real‑time updates from EDGAR ensure that new Aspire Biopharma filings, amendments and exhibits are added as they are released, helping investors and researchers follow the company’s regulatory history efficiently.
Aspire Biopharma Holdings, Inc. reported that its Board of Directors has confirmed the share limit for its 2024 Stock Incentive Plan at 4,890,000 shares. This plan, which had previously been approved by stockholders, allows the company to grant equity-based incentives to employees, directors, and consultants to align their interests with long-term stockholder value.
The Board also approved standard forms of award agreements for restricted stock units (RSUs) and stock options to be used for grants under the plan. Each RSU entitles the holder to receive one share of common stock upon vesting, and each option provides the right to purchase one share at a preset exercise price, in each case subject to continued service through the applicable vesting dates.
Aspire Biopharma Holdings, Inc. reported that on January 7, 2026, director Surendra Ajjarapu notified the Board of Directors of his decision to step down from his role as a Director, effective immediately. The company states that his resignation is not due to any disagreement with Aspire Biopharma, its Board of Directors, or any member of its management. The filing otherwise contains administrative details, including the company’s listing of its common stock and warrants on The Nasdaq Stock Market LLC.
Aspire Biopharma Holdings, Inc. entered into Exchange Agreements on January 1, 2026 with certain debt holders to swap approximately $1.75 million of outstanding debt into shares of its common stock. The original debt arose from subscription agreements of its predecessor, PowerUp Acquisition Corp., with sponsors of PowerUp’s initial public offering.
For each exchange, a holder may submit an Exchange Notice stating the amount to convert and will receive shares equal to that amount divided by an Exchange Price set at the prior trading day’s closing price minus $0.01 as an administrative fee. Each holder can submit up to four notices, each covering no more than 30% of its outstanding balance, and must complete any exchanges it chooses to make by January 31, 2026. The resulting shares will be freely tradeable, without restrictive legends.
If the company completes a financing over $3,000,000, it may repay part or all of a holder’s remaining balance, and a holder can elect to have up to 25% of its outstanding balance repaid from such proceeds, and as much as 33.33% of the aggregate financing proceeds. The exchanges rely on exemptions from registration under Section 3(a)(9) of the Securities Act and Regulation D, with participating investors representing that they are accredited investors.
Aspire Biopharma Holdings, Inc. filed an amended quarterly report (10‑Q/A) for the quarter ended September 30, 2025 to correct a typographical error in MD&A “Nasdaq Notices.” The report is refiled in full; no other changes were made.
For the quarter, the company reported net revenue of $1,941 and a net loss of $1,850,493; the nine‑month net loss was $19,773,114. Cash was $1,948,271 with a working capital deficit of $11,457,377 as of September 30, 2025. Current liabilities totaled $13,860,506, including a derivative liability of $3,554,265 and a convertible note balance of $4,739,965. Management disclosed that these conditions raise “substantial doubt” about the company’s ability to continue as a going concern. As of November 12, 2025, there were 107,477,178 shares of common stock outstanding and 24,138,302 warrants outstanding.
Aspire Biopharma Holdings, Inc. (ASBP) filed its Q3 2025 report following a February reverse acquisition. The company generated minimal net revenue of $1,941 and reported a net loss of $1,850,493 for the quarter, bringing the nine‑month net loss to $19,773,114. Operating expenses were driven largely by general and administrative costs and research and development.
Liquidity remains tight. Cash was $1,948,271 with a working capital deficit of $11,457,377, and management disclosed substantial doubt about the company’s ability to continue as a going concern. The balance sheet shows a shareholders’ deficit of $(11,467,278), current liabilities of $13,860,506, and a derivative liability of $3,554,265. Convertible notes included a current balance of $4,739,965, alongside a subscription agreement loan of $1,500,000 and a related‑party promissory fee of $1,000,000.
The company closed new financing in August and September via notes totaling $9,687,500 in principal (funded $7,750,000 before costs), recorded a derivative liability, and repaid portions of earlier debentures. Shares outstanding were 49,525,970 as of September 30, 2025; 107,477,178 shares and 24,138,302 warrants were outstanding as of November 12, 2025.
Aspire Biopharma Holdings (ASBP) entered a new equity line of credit with Arena Business Solutions Global SPC II, Ltd., giving the company the right to sell up to $100,000,000 of common stock to Arena over a defined commitment period. Shares sold under each draw will be priced at 96% of the VWAP on the trading day the company delivers an Advance Notice, subject to the agreement’s terms.
The company will cover Arena’s due diligence and legal fees of $40,000, with $20,000 paid at signing and the balance satisfied by issuing 162,338 shares of common stock. Aspire also agreed to file a registration statement to permit Arena’s resale of ELOC Shares and ELOC Commitment Shares. Concurrently, Aspire and Arena executed a termination of their prior, similarly sized equity line, replacing it with this agreement. The securities were, and will be, issued in reliance on Section 4(a)(2) and Regulation D.
Aspire Biopharma Holdings, Inc. reported the results of its Special Meeting of Stockholders held on November 4, 2025. Item 5.07 shows two matters received votes. One matter recorded 24,965,481 votes for, 5,988,513 against, and 29,704 abstentions. Another matter recorded 19,852,827 votes for, 3,747,867 against, 8,577 abstentions, and 7,374,427 broker non-votes.
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.
Aspire Biopharma Holdings, Inc. (ASBP) amended its S-1 to reflect its SPAC combination and related financing and liquidity items. The company held $6.7 million in its Trust Account at December 31, 2024 (and $19.9 million at year‑end 2023) and reported cash of $206,233 with a working capital deficit of $9.6 million as of June 30, 2025. The filing discloses subscription agreement loans totaling $13.8 million, additional loan and transfer notes of $465,722, multiple related‑party OID notes and convertible debentures, and material fair‑value adjustments including a $9.1 million change related to a subscription loan.
The record shows significant shareholder redemptions in prior periods (approximately $284 million redeemed) and the consummation of a Business Combination that generated net proceeds of $265,827 after adjustments. The company recognized deferred underwriting commissions of $10.8 million that were waived and recorded to additional paid‑in capital. Management discloses substantial doubt about the company’s ability to continue as a going concern and states plans to raise additional capital through debt or equity.
Aspire Biopharma Holdings, Inc. disclosed that its Audit Committee approved the engagement of Turner Stone & Co as the company's new independent registered public accounting firm, effective immediately, to serve for the fiscal year ending December 31, 2025. The filing states that during the year ended December 31, 2024 and through interim periods up to September 22, 2025, neither the company nor anyone on its behalf consulted with Turner about accounting applications or audit opinions, and there were no disagreements or reportable events as defined under Regulation S-K.