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.
Aspire Biopharma Holdings, Inc. filings document the company’s public-company reporting, securities offerings, shareholder votes, governance matters and capital structure. Proxy materials cover stockholder approval matters involving warrant issuances, warrant adjustments, Nasdaq Rule 5635(d) compliance and reverse stock split authority.
Material-event reports and amendments describe securities purchase agreements, Series A convertible preferred stock, registration rights, financing tranches and corrections to prior disclosures. Registration statement filings provide offering disclosures, risk factors, operating and financial information, and security-structure details for the company’s common stock and related securities.
Aspire Biopharma Holdings, Inc. disclosed that investment adviser Ardsley Advisory Partners and related Ardsley funds, together with Philip J. Hempleman, filed a Schedule 13G reporting significant ownership of its common stock as of 12/31/2025.
The Ardsley group reports beneficial ownership of 10,750,000 shares, representing 7.76 % of Aspire Biopharma’s common stock. Within this, Ardsley Partners Advanced Healthcare Fund, L.P. holds 9,229,100 shares (6.67 % of the class) and Ardsley Partners Fund II, L.P. holds 1,520,900 shares (1.10 % of the class), all with shared voting and dispositive power.
The reporting persons certify that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Aspire Biopharma.
Aspire Biopharma Holdings, Inc. entered into a securities purchase agreement for a private placement of up to 26,250 shares of Series A Convertible Preferred Stock at $800 per share, for potential gross proceeds of up to $21.0 million. The company completed an initial closing on February 6, 2026, issuing 13,750 preferred shares for $11.0 million, including the conversion of $943,801 of existing debt, and paying a $900,000 placement fee. A potential second closing of up to 12,500 additional preferred shares for up to $10,000,000 is conditioned on effectiveness of a resale registration statement and stockholder approval. Aspire believes the transaction has increased stockholders’ equity above the $2.5 million Nasdaq Capital Market requirement and plans a stockholder vote on the financing, a reverse stock split in a range of 1-for-5 to 1-for-500, and an increase in authorized shares. The filing also notes the resignation of director Donald G. Fell and the appointment of Philip Balatsos to the board, and grants the investors the right to appoint one director.
Aspire Biopharma Holdings, Inc. amended its charter to designate 25,000 shares of authorized preferred stock as Series A Convertible Non-Voting Preferred Stock. These shares are convertible into common stock at a price equal to 80% of the lowest closing price over the five trading days before conversion, subject to a floor equal to 20% of the Nasdaq “Minimum Price” and other adjustments.
Conversions are limited so that an investor generally cannot own more than 4.99% of outstanding common shares, with the option to increase this cap up to 9.99% on 61 days’ notice, and total issuances from conversion cannot exceed 19.99% of common shares outstanding without required shareholder approval. The Series A ranks senior to common stock on liquidation, has anti-dilution price protection, carries participation rights for up to 30% of certain future financings for six months, receives dividends on an as-converted basis when common stock receives non-stock dividends, and has no regular voting rights beyond those required by law or the charter.
Aspire Biopharma Holdings, Inc. entered into a Securities Purchase Agreement with certain investors, issuing debentures with an aggregate principal amount of $2,173,913.04 for a subscription price of $2,000,000. The debentures carry an 8% original issue discount, bear no annual interest, and mature on April 23, 2026, or sooner if the company receives at least $8,000,000 in gross proceeds from any equity or debt financing within 90 days. The debentures are not convertible into common stock, and the company may prepay them at par with ten business days’ notice. In connection with this financing, investors also received 790,000 shares of common stock as incentive shares. The company plans to use the proceeds to pay down debt and for working capital.
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.