Aspire Biopharma (Nasdaq: ASBP) secures up to $21M in convertible preferred deal
Rhea-AI Filing Summary
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.
Positive
- Balance sheet strengthening and listing compliance: The company raised $11.0 million in an initial closing (with up to $21.0 million potential), converted $943,801 of debt to equity, and states it now believes stockholders’ equity exceeds the $2.5 million minimum required for continued Nasdaq Capital Market listing.
Negative
- Potentially significant dilution and reverse split: The convertible preferred terms allow issuance of common stock up to a 19.99% cap before stockholder approval, and the company is seeking approval for a 1-for-5 to 1-for-500 reverse stock split and an increase in authorized shares, which together could materially dilute existing holders.
Insights
Sizeable preferred financing aims to stabilize Aspire’s balance sheet and Nasdaq listing, but brings significant dilution and governance changes.
Aspire Biopharma arranged a private placement of up to 26,250 Series A Convertible Preferred shares at $800 each, for potential gross proceeds of
The preferred stock is convertible into common shares at 80% of the lowest closing price over five trading days, with a floor of
The company states it now believes stockholders’ equity exceeds
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On February 6, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”), up to 25,000 shares (the “Shares”) of the Company’s newly-designated Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), which Preferred Stock is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) as more fully described in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the “Certificate of Designation”).
Pursuant to the Certificate of Designation, which was filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on February 6, 2026, subject to Stockholder Approval (as defined below), each share of Preferred Stock is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation) for each of the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of Designation (the “Conversion Price”). The floor price is equal to 20% of the Minimum Price (as such term is defined by the rules and regulations of The Nasdaq Stock Market LLC under Nasdaq Listing Rule 5635(d)(1)(A)) or such lower amount as permitted, from time to time, by the Principal Market (the “Floor Price”). The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price.
The shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% of the shares of Common Stock that would be issued and outstanding following such conversion (the “Maximum Percentage”). An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Company’s Common Stock unless and until the Company has obtained the shareholder approval required by Nasdaq Listing Rule 5636(d) (“Shareholder Approval”).
Pursuant to the Securities Purchase Agreement, the Company closed on an aggregate of 13,750 Shares resulting in gross proceeds of $11,000,000 including the conversion of $943,801 in existing debt into Shares on the same terms, before deducting fees to be paid to the placement agents and financial advisors of the Company and other estimated offering expenses payable by the Company.
RBW Capital Partners, LLC acted as placement agent for the Offering. As compensation in connection with the Offering, the Company paid the placement agent a placement agent fee equal to $900,000.
The Offering
The initial closing of the issuance of Preferred Stock occurred on or February 6, 2025 (the “Initial Closing”). At the Initial Closing, the Company issued 13,750 Shares of Preferred Stock for aggregate gross proceeds of $11,000,000 million, which included $943,801 of debt that converted into Preferred Shares on the same terms. Subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, a second closing may take place, pursuant to which the Company may issue up to 12,500 additional Shares of Preferred Stock for aggregate proceeds not to exceed $10,000,000 (the “Second Closing”). The Second Closing is contingent on the effectiveness of the registration statement to register the shares of Common Stock issuable upon conversion of the Shares and receipt of Shareholder Approval.
As a result of the Offering, and as of the date of this filing, the Company believes it has stockholders’ equity in excess of $2.5 million, which is the minimum requirement applicable to the Company for continued listing on The Nasdaq Capital Market. The Company awaits Nasdaq’s formal confirmation of compliance.
The securities issued in the Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and until so registered the securities may not be offered or sold absent registration or availability of an applicable exemption from registration. There is no established public trading market for the Preferred Stock, and the Company does not intend to list such securities on any national securities exchange or nationally recognized trading system.
In connection with the Offering, the Company will file a proxy statement with the United States Securities and Exchange Commission (the “Commission”) seeking the approval of its stockholders for (i) the transactions contemplated by the Securities Purchase Agreement, (ii) the issuance of the Preferred Stock and the Common Stock issuable upon the conversion of the Preferred Stock, (iii) a reverse stock split of the Company’s Common Stock at a range of one for five (1-for-5) to a maximum of one for five hundred (1-for-500) shares, whether effected in a single transaction or in multiple transactions, and all related amendments to the Company’s certificate of incorporation, and (iv) an amendment to the Company’s certificate of incorporation to effect an increase in the Company’s authorized shares to the extent required to issue the securities. Pursuant to the Securities Purchase Agreement, the Company shall file the proxy statement within ten (10) business days after the initial closing.
In addition, the Company and each Investor entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, within fifteen (15) days following the Initial Closing, the Company shall file a resale registration statement on Form S-1 (or Form S-3 if the Company is S-3 eligible) providing for the resale by the Investors of the Registrable Securities (as defined in the Registration Rights Agreement) and to use its best efforts to cause such resale registration statement to be declared effective by the staff of the Commission within forty five (45) days following the Initial Closing, or within sixty five (65) days in the event of a review by the Commission.
Pursuant to the Securities Purchase Agreement, the Investors have the right to appoint one (1) director to our Board of Directors.
The Securities Purchase Agreement and Registration Rights Agreement contain certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Securities Purchase Agreement and Registration Rights Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement and Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties.
The form of the Securities Purchase Agreement and Registration Rights Agreement, are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of the Certificate of Designation, the Preferred Stock, and the Common Stock and the terms of the Securities Purchase Agreement and Registration Rights Agreement are subject to, and qualified in their entirety by, the full text of such documents, where applicable, which are filed herewith or incorporated herein by reference.
No statement in this report or the attached exhibits is an offer to sell or a solicitation of an offer to purchase the Company’s securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 and below in Item 8.01 below are hereby incorporated by reference into this Item 3.02. The Preferred Stock is being sold and, upon conversion the securities underlying the Preferred Stock, will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain; Compensatory Arrangements of Certain Officers.
On February 6, 2026, Donald G. Fell resigned from the Aspire Biopharma Holdings, Inc.’s (“the Company”) board of directors (the “Board”). Mr. Fell’s decision to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the Company’s management.
In connection with this transition, and the resignation of Suren Ajjarapu Philip Balatsos has been appointed to fill one of the vacancies on the Board of Directors left by the aforementioned resignations.
Philip Balatsos
Philip Balatsos is a Senior financial markets executive with experience in foreign exchange and emerging market sales and trading. He has a proven track record of driving revenue growth, expanding institutional client relationships, and building businesses across global markets. His experience spans bulge-bracket banks, international financial institutions, entrepreneurial ventures, and public company boards. He is presently holds a senior position at Oscar Gruss & Son Inc. in foreign exchange sales and trading. He previously served as vice president of foreign exchange and emerging markets rates sales and trading at XP Investments US LLC and was the director of foreign exchange hedge fund sales at Barclays Capital. He currently serves on the Board of Directors of Ciso Global, Inc. and Inspire Veterinary Partners, Inc. (OTCMKTS: IVPR), and served on the Board of Directors of Sadot Group Inc. from October 2019 through December 2023. He earned his Bachelor of Science in business administration from Skidmore College.
Item 7.01 Regulation FD Disclosure
On February 11, 2026, the Company issued a press release announcing that the Company entered into the Securities Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information provided in this Item 7.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the Company’s intended use of the net proceeds from the Offering, the filing and timing of a resale registration statement. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: risks associated with market conditions; risks associated with the Company’s cash needs; and risks and uncertainties associated with the Company’s business and finances in general; and other risks and uncertainties set forth from time to time in the Company’s filings with the Commission. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements, whether because of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Form of Securities Purchase Agreement, dated February 6, 2026 by and among Aspire Biopharma Holdings, Inc. and the purchasers named therein | |
| 10.2 | Form of Registration Rights Agreement, dated February 6, 2026 by and among Aspire Biopharma Holdings, Inc. and the holders named therein | |
| 99.1 | Press Release dated February 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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. | ||
| By: | /s/ Ernest Scheidemann | |
| Ernest Scheidemann | ||
| Chief Financial Officer | ||
| Date: February 12, 2026 | ||
Exhibit 99.1
ASPIRE BIOPHARMA ANNOUNCES $21 MILLION PRIVATE PLACEMENT BY SELECT INVESTORS, STRENGTHENING BALANCE SHEET, CAPITAL POSITION, AND FORTIFYING SHAREHOLDER EQUITY TO MEET NASDAQ REQUIREMENTS
ESTERO, FL / February 11, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), a biopharmaceutical company developing multi-faceted patent-pending drug delivery technology, today announced that it has entered into a securities purchase agreement on February 6, 2026 (the “Securities Purchase Agreement”) with select institutional and accredited investors (collectively, the “Investors”) for the purchase and sale of up to 26,250 shares of Series A Convertible Preferred Stock (each, a “Preferred Share” and collectively, the “Preferred Shares”), at a purchase price of $800 per Preferred Share. The Preferred Shares are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), representing aggregate gross proceeds to the Company of up to $21.0 million, before deducting placement agent fees and other offering expenses (the “Offering”).
Concurrently with the execution of the Securities Purchase Agreement, the Company completed the initial closing (the “Initial Closing”) of the Offering on February 6, 2026, issuing an aggregate of 13,750 Preferred Shares for gross proceeds of $11.0 million, before deducting placement agent fees and other offering expenses and amounts used for the repayment of certain legacy indebtedness. In accordance with the Securities Purchase Agreement, a portion of the proceeds from the initial closing will be used to support the Company’s legacy business operations, fund strategic initiatives and pay offering-related expenses. The second closing of the Offering is expected to occur at a later date and remains subject to the satisfaction of customary closing conditions and the other conditions set forth in the Securities Purchase Agreement, which has been filed with the Securities and Exchange Commission (the “SEC’). Additional information regarding the Offering is available in the Company’s Current Report on Form 8-K filed on February 11, 2026 with the SEC.
The Offering is expected to enable the Company to regain compliance with Nasdaq’s stockholders’ equity listing requirements, representing an important milestone in the Company’s ongoing balance sheet restructuring and positioning the Company to support the continued development of its patent-pending drug delivery technologies.
Following the Initial Closing, the Company expects to significantly reduce its outstanding indebtedness and further strengthen its balance sheet, enhancing financial flexibility and providing additional resources to advance its clinical and development initiatives while supporting long-term shareholder value.
RBW Capital Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc., acted as sole placement agent for the private placement.
The securities being offered and sold by the Company in the Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares issuable upon the conversion of the Preferred Shares.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 an 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; that the Company will be able to meet the deadlines or conditions imposed by the Hearings Panel or regain compliance with all applicable requirements for continued listing, 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. 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.
FAQ
What financing transaction did Aspire Biopharma (ASBP) announce in this 8-K?
How much capital did Aspire Biopharma (ASBP) raise in the initial closing?
What are the key conversion terms of Aspire Biopharma’s Series A Convertible Preferred Stock?
How does this financing affect Aspire Biopharma’s Nasdaq listing status?
What additional approvals is Aspire Biopharma (ASBP) seeking from stockholders?
Who joined and who left Aspire Biopharma’s board in connection with this period?
What is the planned second closing in Aspire Biopharma’s private placement?
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