Aspire Biopharma (ASBP) closes Dura Driver Control deal and adds $209.5M revenue
Rhea-AI Filing Summary
Aspire Biopharma Holdings, Inc. completed the acquisition of Dura Driver Control Systems (DCS), purchasing 100% of DCS’s shares for approximately $30.0 million in cash. DCS, a tier-one automotive systems supplier, becomes a wholly owned subsidiary and is expected to enhance Aspire’s revenue, earnings and cash flow profile.
DCS generated unaudited revenue of $209.5 million and Adjusted EBITDA of $22.3 million in 2025, and revenue of $103.9 million and Adjusted EBITDA of $10.5 million for the six months ended June 30, 2026. Aspire entered into a $22.5 million senior secured revolving credit facility to help fund the acquisition alongside cash on hand.
The board also approved and the company issued convertible promissory notes with an aggregate principal of $3,750,000, sold for $3,000,000 (a 20% original issue discount), intended for working capital and future growth opportunities. These notes are convertible into common stock at a $8.00 per-share conversion price and were issued in a private offering relying on Section 4(a)(2) and Rule 506(b) exemptions.
Positive
- Completed DCS acquisition adds scale and profitability: Aspire acquired 100% of Dura Driver Control Systems for approximately $30.0 million, bringing in a business with $209.5 million 2025 revenue and $22.3 million Adjusted EBITDA, which management states should enhance revenues, earnings and cash flow.
- Access to new $22.5 million revolving credit facility: The company entered into a $22.5 million senior secured revolving credit facility to help fund the DCS acquisition, providing incremental liquidity to support the transaction and ongoing operations.
- Working-capital financing supports growth initiatives: Aspire raised $3,000,000 in cash proceeds through $3,750,000 in convertible notes with a 20% original issue discount, intended to provide additional working capital and flexibility to pursue future growth opportunities.
Negative
- Increased leverage and financing obligations: Funding the DCS acquisition includes a new $22.5 million senior secured revolving credit facility and $3,750,000 in convertible notes, creating additional debt and related obligations.
- Potential equity dilution from convertible notes: The $3,750,000 of notes are convertible into common stock at $8.00 per share, which could dilute existing shareholders if fully converted.
Filing Explained
The acquisition was not contingent on financing, while the notes create a direct obligation that may convert into common shares.
The filing adds that the DCS acquisition closed automatically after payment of the closing purchase price: all closing conditions had been satisfied or waived, and the closing documents were released from escrow.
The related financing was not a condition to closing. Separately, the convertible notes are reported under the company’s direct-financial-obligation disclosure, so the transaction adds a debt obligation that may be settled in common shares under the disclosed conversion terms.
8-K Event Classification
Key Figures
Key Terms
original issue discount financial
senior secured revolving credit facility financial
Adjusted EBITDA financial
Section 4(a)(2) of the Securities Act of 1933 regulatory
Rule 506(b) of Regulation D regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did Aspire Biopharma (ASBP) complete and for how much?
What were Dura Driver Control Systems’ recent revenues and earnings before the ASBP deal?
How is Aspire Biopharma (ASBP) financing the DCS acquisition?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
As previously reported, in the Company’s Current Report on Form 8-K filed on June 12, 2026 (the “June 8-K”), Aspire Biopharma Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with FireFish TopCo, LLC (the “Seller”), pursuant to which (i) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase or cause certain of its Affiliates to purchase, all of the equity interests in certain of Seller’s subsidiaries set forth in Annex C of the Purchase Agreement (the aforementioned equity interests, collectively, the ‘Transferred Equity Interests”, and such subsidiaries, “Transferred Entities”), free and clear of all Liens, other than the Permitted Liens and in accordance with the applicable Local Transfer Documents and (ii) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase, or cause certain of its affiliates to purchase, all of the assets of the other Business Entities, as defined in the June 8-K, constituting the balance of the Business. The terms of the Purchase Agreement, and related consideration are described in the June 8-K and are incorporated herein by reference. This Current Report on Form 8-K reports the closing of the Purchase Agreement.
The Purchase Agreement was previously filed as Exhibits 10.1 to the June 8-K and are incorporated herein by reference. The summary of the terms of the Purchase Agreement in the June 8-K are subject to, and qualified in their entirety by, the full text of such documents including the defined terms therein, which are incorporated herein by reference from the June 8-K.
Escrow and Closing Agreement
On August 6, 2026, the Company and the Seller entered into an Escrow and Closing Agreement (the “Closing Agreement”), pursuant to which the parties acknowledged and agreed that all conditions to the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) had been irrevocably satisfied or irrevocably waived by the party entitled to the benefit thereof, and that all Transaction Documents, certificates and other deliverables required to effect the Closing (collectively, the “Closing Documents”) had been duly executed and irrevocably delivered by the parties and were being held in escrow by the parties (or their respective counsel) pending automatic release as described below.
Pursuant to the Closing Agreement, the Closing Documents were automatically released from escrow without any further action, and the Closing occured automatically and without any further action, immediately upon payment by the Company to the Seller of the Closing Purchase Price in accordance with the closing statement delivered by the Seller to the Company on July 28, 2026 under the Purchase Agreement.
The Company agreed to immediately pay the Closing Purchase Price to the Seller upon receipt of funds from its debt financing source (the “Financing”). The Closing Agreement provides that the Financing is not, and was not, a condition to the Closing, that the Seller entered into the Closing Agreement as an accommodation to the Company and without prejudice to the Seller’s rights (including its right to terminate the Purchase Agreement pursuant to Section 9.01(c) or Section 9.01(e) thereof to the extent the Closing does not promptly occur after July 31, 2026), and that the Company will use reasonable best efforts to obtain the Financing so as to enable it to pay the Closing Purchase Price as promptly as possible.
The foregoing summary of the Closing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Closing Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Working Capital Financing Facility; Note Purchase Agreement
On July 31, 2026, the board of directors of the Company (the “Board”) adopted resolutions by written consent authorizing the Company to issue convertible promissory notes (the “Notes”) pursuant to a Convertible Promissory Note Purchase Agreement, dated as of August 6, 2026 (the “Note Purchase Agreement”), by and among the Company and the investors named therein (the “Investors”). Pursuant to the Note Purchase Agreement, the Company issued and sold to the Investors Notes in an aggregate principal amount of $3,750,000, for an aggregate purchase price of $3,000,000, reflecting an original issue discount of 20% (the “Working Capital Transaction”). The proceeds of the Working Capital Transaction are intended to provide additional working capital for the Company’s business and to allow for flexibility to pursue future growth opportunities that the Company may identify in the future.
The Board ratified, confirmed, consented to and approved the Company’s entry into the Purchase Agreement, and authorized the Company’s officers to negotiate, execute, deliver and perform the Note Purchase Agreement and related ancillary documents, and to issue the Conversion Shares (as defined below) upon conversion of the Notes.
The Notes are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Conversion Shares”), in accordance with the terms of the Notes. The conversion price applicable to the Notes is $8.00 per share.
The foregoing summary of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement and the form of Note, copies of which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
RBW Capital Partners LLC acted as exclusive financial advisor to the Company in connection with the foregoing transactions. Any securities or brokerage services were offered through Dawson James Securities, Inc. RBW received a placement agency fee in the equal to 8% of the purchase price and non-accountable expenses in the amount of 1%.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 above regarding the Notes and the Note Purchase Agreement is incorporated herein by reference. As described above, the Company issued Notes in an aggregate principal amount of $3,750,000 for an aggregate purchase price of $3,000,000, reflecting an original issue discount of 20%, pursuant to the Note Purchase Agreement. The proceeds of the Notes are intended to provide additional working capital for the Company’s business and to allow for flexibility to pursue future growth opportunities that the Company may identify in the future.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth under Item 1.01 above regarding the Notes and the Conversion Shares is incorporated herein by reference. The Notes, and the Conversion Shares issuable upon conversion of the Notes, were offered and sold, and will be issued, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder, based on representations from the Investors that each is an “accredited investor” as defined in Rule 501(a) of Regulation D, and in a transaction not involving a public offering and without any form of general solicitation or general advertising.
Item 7.01 Regulation FD Disclosure.
On August 10, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1* | Form of Purchase Agreement, dated June 10, 2026, by and among Aspire Biopharma Holdings, Inc. and FireFish TopCo, LLC | |
| 10.2 | Escrow and Closing Agreement, dated as of August 6, 2026, by and between FireFish TopCo, LLC and Aspire Biopharma Holdings, Inc. | |
| 10.3 | Convertible Promissory Note Purchase Agreement, dated as of August 6, 2026, by and among Aspire Biopharma Holdings, Inc. and the Investors named therein. | |
| 10.4 | Form of Convertible Promissory Note. | |
| 99.1 | Press Release dated August 10, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 10, 2026
| Aspire Biopharma Holdings, Inc. | ||
| By: | /s/ Kraig T. Higginson | |
| Name: | Kraig T. Higginson | |
| Title: | Chief Executive Officer and Chairman | |
Exhibit 99.1
Aspire Biopharma Completes Acquisition of Dura Driver Control Systems, a Leading Global Automotive Supplier with a 100+ Year History and $200M+ in 2025 Revenue
| ● | Acquisition represents a transformative milestone for Aspire, positioning the Company to rapidly evolve into a diversified, high-revenue enterprise | |
| ● | Adds an established global brand with scale in large and growing markets driven by trends in vehicle and mobility control systems | |
| ● | Augments revenue growth profile and diversifies
| |
| ● | Expected to immediately improve path to profitability |
ESTERO, FL / August 10, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), today announced that the Company has completed its previously announced acquisition (the “Acquisition”) of Dura Driver Control Systems (“DCS”), a tier-one supplier specializing in automotive systems that facilitate electronic driver control and the migration toward vehicle electrification, safety, lightweighting, and sustainability. The acquisition is expected to enhance Aspire’s ability to deliver increased revenues, durable earnings and cash flow, driven by a new portfolio of product offerings in the large and growing markets for vehicle and mobility control systems.
Pursuant to the terms of the SPA, Aspire has
acquired 100% of the issued and outstanding shares of DCS, and DCS
Aspire also announced that, in connection with the Acquisition of DCS, it entered into a $22.5 million senior secured revolving credit facility (the “New Revolving Facility”). Aspire intends to use the borrowings under the New Revolving Facility and cash on hand, to fund the consideration payable for the Acquisition.
DCS CEO Hans Vorstenbosch will continue as CEO of Aspire’s DCS subsidiary with the existing DCS management team under the leadership of Gregory J. Corona, the Chairman of Lakewood & Company.
“Closing the DCS acquisition is a cash-flow-positive milestone that structurally enhances Aspire’s valuation,” said Kraig Higginson, CEO and Chairperson of the Aspire’s Board. “Absorbing DCS’s FY2025 financial footprint—exceeding $200 million in revenue and $22.3 million in Adjusted EBITDA1 in 2025—immediately elevates us to enterprise scale. This transaction captures immediate, high-volume revenue streams to strengthen our capital flexibility and drive long-term shareholder value.”
Key Strategic & Operational Pillars
● Strong Financial Profile: For
the six months ended June 30, 2026 (unaudited) and twelve months ended December 31, 2025
● Global Manufacturing Scale: Operates 11 global manufacturing facilities strategically located across North America, Europe, and Asia.
● Blue Chip Customer Base Diversified portfolio of more than 50 customers, highlighted by an average relationship longevity of 28 years with its top 10 OEM clients, supporting more than 150 vehicle platforms and 250 high-volume, global vehicle models.
● Extensive Intellectual Property: DCS maintains a proprietary portfolio of over 275 distinct parts and more than 310 patents.
● Seasoned Management: The existing DCS leadership team will be bolstered by automotive operating and investment professionals from Lakewood & Company, bringing more than 200 years of collective automotive industry, OEM, tier-one supplier, and industrial sector expertise.
1Non-GAAP Financial Measure Notice: DCS defines Adjusted EBITDA as earnings before interest expense, income tax, depreciation, and amortization, inclusive of specifically identified adjustments. The Company believes Adjusted EBITDA provides useful supplemental information to investors regarding DCS’s operational and financial performance. Adjusted EBITDA as presented herein may not be comparable to similarly titled measures reported by other companies.
Advisor
RBW Capital Partners LLC is acting as exclusive
financial advisor to the Company in connection with the acquisition. Any securities or brokerage services
About Dura Driver Control Systems
DCS is a leading designer and manufacturer of highly engineered automotive and industrial systems that facilitate electronic driver control and support migration toward vehicle electrification, safety, lightweighting, and sustainability. DCS maintains a strong powertrain agnostic product portfolio that includes mechatronic actuators, human machine interfaces, industrial cables, and cable control systems backed by over 310 patents. The Company operates 11 manufacturing facilities globally and serves as a tier one automotive supplier to major OEMs and other industrial firms.
About Aspire Biopharma Holdings, Inc.
Aspire Biopharma has developed a patent-pending sublingual delivery technology that can deliver drugs to the body rapidly and precisely. This technology offers the potential to improve effectiveness and reduce side effects by going directly to the bloodstream and avoiding the gastrointestinal tract. Aspire Biopharma’s delivery technology can be applied to many different active pharmaceutical ingredients (APIs) and other bioactive substances, spanning both small and large molecule therapeutics, nutraceuticals and supplements.
For more information, please visit www.aspirebiolabs.com
Aspire Biopharma Holdings, Inc.
Contact
PCG Advisory
Kevin McGrath
+1-646-418-7002
kevin@pcgadvisory.com
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the “safe harbor” provisions created by those laws. Aspire’s forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding our future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements represent our views as of the date of this press release and involve a number of judgments, risks and uncertainties. We anticipate that subsequent events and developments will cause our views to change. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include general market conditions, whether clinical trials demonstrate the efficacy and safety of our drug candidates to the satisfaction of regulatory authorities, or do not otherwise produce positive results which may cause us to incur additional costs or experience delays in completing, or ultimately be unable to complete the development and commercialization of our drug candidates; the clinical results for our drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; our ability to achieve commercial success for our drug candidates, if approved, our limited operating history and our ability to obtain additional funding for operations and to complete the development and commercialization of our drug candidates, and other risks and uncertainties set forth in “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Additional risks specific to the proposed acquisition of DCS include, without limitation: the risk that due diligence, including the audit of DCS’s financial statements under U.S. GAAP, may reveal information that adversely affects the terms or viability of the transaction; risks related to DCS’s business, including its dependence on key automotive OEM customers, exposure to cyclical conditions in the global automotive industry, potential liabilities associated with DCS’s operations and intellectual property, the ability to successfully integrate DCS’s operations following closing, and the risk that anticipated financial benefits from the acquisition may not be realized, including the risk that the business operations and strategies of DCS and Aspire may diverge. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to rely unduly upon these statements. All information in this press release is as of the date of this press release. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.
SOURCE: Aspire Biopharma Holdings, Inc.