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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): September 8, 2026
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
No.) |
|
(I.R.S.
Employer
Identification
No.) |
23150
Fashion Drive
Estero,
FL 33928
(Address
of Principal Executive Offices)
(415)
592-7399
(Registrant’s
Telephone Number)
PowerUp
Acquisition Corp.
188
Grand Street, Unit #195
New
York, NY 10013
(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 (see General Instruction A.2. below):
| ☐ |
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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 8, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of
Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to change the name of the Company
to “Aspire-Lakewood Holdings, Inc.” (the “Name Change”), effective September 8, 2026.
Pursuant
to Section 212 and 242 of the General Corporation Law of the State of Delaware, no stockholder approval was required for the Charter
Amendment because it only related to a name change. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
The
Company’s common stock will continue to trade on The Nasdaq Capital Market. In connection with the name change, the Company’s
trading symbol on Nasdaq will remain the same (“ASPB”). Stockholders holding shares in book-entry form or through a bank,
broker, or other nominee are not required to take any action in connection with the name change.
The
name change does not affect the rights of the Company’s stockholders. The Company’s shares of common stock will continue
to be listed and traded on Nasdaq and will not be affected by the name change. No action is required by current stockholders with respect
to the name change, and stock certificates reflecting the prior corporate name will continue to be valid. The CUSIP number for the Company’s
common stock remains unchanged.
Item
8.01. Other Events.
On
September 9, 2026, the Company issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment of Certificate of Incorporation dated September 8, 2026. |
| 99.1 |
|
Press Release dated September 9, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded with 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/
Kraig Higginson |
| |
|
Kraig
Higginson |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
September 9, 2026 |
|
|
Exhibit
99.1
Aspire-Lakewood
Holdings Board Approves $10 Million Share Repurchase Program
Brings
total authorized repurchase to $10 million
Reflects
leadership’s view that Aspire-Lakewood’s share price does not reflect the Company’s financial strength or long-term
growth opportunity
Increased
authorization supported by strength of newly acquired Dura Control Systems Corp’s (DCSC) full year 2025 and six months ended June
30, 2026 revenue of approximately $209.5 million and Adjusted EBITDA1 of $22.3 million and approximately $103.9 million and
Adjusted EBITDA1 of $10.5 million, respectively
ESTERO,
FL / September 9, 2026 / Aspire-Lakewood Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), today announced
the Board authorized a $10 million common stock repurchase program (the “Stock Repurchase Program”). This expanded share
repurchase program is effective September 9, 2026. The expanded authorization reflects the Company’s continued confidence in its
long-term strategy as a holding company and strong free cash flow generation. Additionally, with common shares outstanding of approximately
1.5 million as of September 8, 2026, and adjusted EBITDA1 of approximately $22.3 million for 2025, or approximately $15.00
per share, the Board believes this is an opportunistic time to authorize an increase in the share repurchase program.
“Our
strengthened liquidity profile and robust cash generation options give us significant financial flexibility to plan with conviction on
behalf of our shareholders,” said Kraig Higginson, CEO of Aspire-Lakewood Holdings, Inc. “Aspire’s acquisition of DCSC
marks a significant achievement and a powerful catalyst for shareholder value. DCSC provides immediate, scaled revenue and strong, Adjusted
EBITDA into our financial profile, and we do not believe our current share price reflects that position or the strength of our business
fundamentals. We are preparing and acting decisively in an effort to accelerate returns to our shareholders while continuing to invest
in our business. Our disciplined capital allocation remains core to how we create long-term shareholder value.”
DCSC,
a premier tier-one global automotive supplier with a 100+ year legacy, specializing in high-margin electronic and mechanical control
systems, enters the Aspire portfolio with a history of significant revenue and robust cash flow. For the audited twelve months ended
December 31, 2025, DCSC generated revenue of approximately $209.5 million and Adjusted EBITDA1 of $22.3 million. Operational
and financial momentum has continued into the current fiscal year; for the unaudited six months ended June 30, 2026, DCSC delivered revenue
of approximately $103.9 million and Adjusted EBITDA1 of $10.5 million.
Repurchases
under the Share Repurchase Program may be made in open market or in privately negotiated transactions. These repurchases may be exercised
from time to time and in such amounts as market conditions warrant, and subject to regulatory considerations. The timing and value of
shares repurchased will depend on a variety of factors including the Company’s performance, price, corporate and regulatory requirements,
market conditions, capital and liquidity requirements and other Management priorities. The Share Repurchase Program does not require
the Company to repurchase any specific number of shares, does not have an expiration date and may be suspended or terminated at any time
without prior notice.
1Non-GAAP
Financial Measure Notice: DCSC 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 DCSC’s operational and financial performance. Adjusted EBITDA as presented herein may not be comparable to similarly
titled measures reported by other companies.
About
Aspire-Lakewood Holdings, Inc.
Aspire-Lakewood
Holdings, Inc.’s subsidiary, Dura Control Systems Corp. (DCSC), is a leading designer and manufacturer of highly engineered automotive
and industrial control systems that combine mechanical engineering, electronics and computer science to provide intelligent, automated
systems for vehicle electrification, safety, lightweighting, and sustainability. DCSC 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.
Aspire-Lakewood
Holdings is also developing a patent-pending delivery technology that can be applied to many different active pharmaceutical ingredients
(APIs) and other bioactive substances, spanning both small and large molecule therapeutics, nutraceuticals and supplements.
About
Lakewood & Company, LLC
Lakewood
& Company, LLC is a multi-stage investment firm founded in 2005 to complete global private equity investments in businesses that
operate in the Industrial and Business Services sectors. Lakewood’s partners provide a track record of success as investors and
operating executives and as a result provide an operational focus to invest in opportunities that have a hands-on, collaborative partnership
with management. Lakewood professionals represent decades of investment and operating experience from diverse backgrounds in industrials
and business services and sources capital to complete its investments on a deal-by-deal basis with investors from family offices, UHNWI,
and institutions.
For
more information, please visit www.aspirebiolabs.com
Aspire-Lakewood
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. These risks include, without limitation, risks that: the company’s planned share repurchases and capital
return to shareholders, including the increased repurchase commitment, are subject to change, may not be completed as planned and may
be suspended, delayed or discontinued at any time without notice, depending on numerous factors, including share price and other market
conditions, the company’s ongoing capital allocation planning, the levels of its cash and debt balances, other demands for cash,
such as acquisition activity, general economic and/or business conditions, and board and management discretion; the actual number of
shares repurchased, and the timing and cost of any repurchases, will depend on share price and other market conditions and may differ
materially from current expectations; the company’s share repurchases may not enhance shareholder value. Additionally, 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 acquisition of DCSC include risks related to DCSC’s business, including its dependence on key automotive OEM customers,
exposure to cyclical conditions in the global automotive industry, potential liabilities associated with DCSC’s operations and
intellectual property, the ability to successfully integrate DCSC’s operations, and the risk that anticipated financial benefits
from the acquisition may not be realized, including the risk that the business operations and strategies of DCSC 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.
