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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): August 19, 2025
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, Suite 232
Estero,
Florida 33928
(Address
of Principal Executive Offices)
(415)
592-7399
(Registrant’s
Telephone Number)
194 Candelaro Drive, #233
Humacao, PR 00791
(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
1.01- Entry into a Material Definitive Agreement
On
August 19, 2025, Aspire Biopharma Holdings, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company sold to the Purchasers
certain notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000 (the “Notes”) with a
maturity date of February 19, 2026. The Notes have a 20% original issue discount and do not bear an interest rate. The
Notes are convertible into common stock of the Company commencing 31 days from issuance at 80% of the lowest Closing Price on any Trading
Day during the five Trading Days prior to conversion. The Company has the right to prepay the Notes at a 20% premium to the principal
amount.
The
Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Notes
were not, and will not be, registered under the Securities Act or any state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act, as applicable. The Company paid RBW Capital Partners, a Division of Dawson James Securities, Inc. an 8% commission
and a 1% non-accountable expense allowance in connection with the raise. The Company intends to utilize the proceeds to pay off debt
and for working capital purposes.
In
connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement, dated as of August 19, 2025
(the “Registration Rights Agreement”), pursuant to which the Company agreed to file the initial resale registration statement
by no later than September 18, 2025, to register the resale of the Common Stock underlying the Notes.
The
foregoing descriptions above are only a summary of the material provisions of the Securities Purchase Agreement, the Notes, and the Registration
Rights Agreement and are qualified in their entirety by reference to the form of the Securities Purchase Agreement, the form of the Note,
and the Registration Rights Agreement which are filed as Exhibits 10.1, 10.2, and 10.3 to this current report on Form 8-K and is incorporated
herein by reference thereto.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Note |
| 10.3
|
|
Registration Rights Agreement |
| 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:
August 22, 2025 |
|
|
