Aspire Biopharma Holdings, Inc. is calling a special stockholder meeting on April 10, 2026 to approve several capital structure and financing actions. The Board seeks authority for a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-500, to help maintain Nasdaq listing and potentially support liquidity.
Stockholders are also asked to approve the issuance of common shares upon conversion of newly issued Series A Convertible Preferred Stock, including amounts above 19.99% of common shares outstanding on February 6, 2026, and to approve a floor conversion price set at 20% of the Nasdaq-defined Minimum Price. A separate proposal would approve issuing 20% or more of outstanding common stock under a $100,000,000 equity line (ELOC Agreement) with Arena Business Solutions Global SPC II, Ltd., and another would increase authorized common shares from 490,000,000 to 700,000,000. As of February 11, 2026, 5,024,142 common shares were outstanding.
Aspire Biopharma Holdings, Inc. has filed an S-1 to register the resale of up to 159,090,906 shares of common stock issuable upon conversion of its Series A Convertible Preferred Stock. These shares may be sold from time to time by selling shareholders, and the company will not receive proceeds from these resales.
The Preferred Stock supports up to $20,000,000 of financing, with a first tranche of $11,000,000 already funded, partly via debt conversion, and a potential second tranche of up to $10,000,000 tied to this registration’s effectiveness. Conversion is priced off market trading levels with a floor price of $0.264 per share and is limited by a 4.99% beneficial ownership cap, adjustable to 9.99% with notice, to restrict any single investor’s stake.
Aspire is an early-stage biopharmaceutical and supplements company focused on patent-pending sublingual delivery technologies, led by a high-dose sublingual aspirin program that has completed a positive pharmacokinetic trial and is being advanced toward a planned 505(b)(2) NDA submission targeted for late 2026. The company is also commercializing “Buzz Bomb” caffeine supplements and developing additional sublingual products, including melatonin, vitamins, nicotine and other drug candidates, while managing a complex capital structure that includes past convertible notes, an equity line of credit and reverse recapitalization through a SPAC merger.
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.
The filing is a Definitive Proxy Statement for Aspire Biopharma Holdings, Inc. (ticker ASBPW) and includes shareholder voting materials and ownership details. The extract lists several named holders with specific share counts and ownership percentages, including Kraig T. Higginson at 10,531,193 shares representing 21.6% and a group or aggregate entry showing 12,797,468 shares or 25.8%. Other disclosed holdings include Surendra Ajjarapu with 1,121,736 shares (2.3%), Ernest J. Scheidemann, Jr. with 564,168 shares (1.1%), and smaller positions for Edward J. Kimball, Howard Doss, and Donald G. Fell (share counts shown; percentages marked with * in the extract). The document also includes standard proxy checkboxes and a company address in Estero, Florida, plus a reference to the Certificate of Incorporation. The content is a fragmentary excerpt focused on ownership and proxy logistics rather than financial results.
Aspire Biopharma Holdings, Inc. (ASBPW) S-1 describes the company’s IPO-related capital structure, Trust Account holdings, related-party financing and post-transaction balances following its business combination activity. The company completed a Unit offering that funded a Trust Account (approximately $294.7 million initially) and recorded redemptions that reduced Trust Account balances to $6.67 million at December 31, 2024 and thereafter to amounts described as held for a Business Combination. The filing discloses substantial subscription agreement loans, working capital loans, multiple original-issue-discount (OID) notes to related parties, and convertible/debt instruments with debt discounts and fair-value adjustments recorded as large non-cash charges. Management reports a working capital deficit and notes substantial doubt about the company’s ability to continue as a going concern without additional financing. The record shows issuance and conversion of multiple share classes, sponsor/affiliate commitments, warrant pools outstanding, and material related-party transactions and contingent fees tied to the Business Combination.