Aspire Biopharma (PWUPU) issues $9,687,500 discount convertible notes

Rhea-AI Filing Summary

Aspire Biopharma Holdings, Inc. entered into a Securities Purchase Agreement on August 19, 2025, issuing convertible notes with an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000. The notes carry a 20% original issue discount, do not bear interest, and mature on February 19, 2026.

The notes are convertible into common stock beginning 31 days after issuance at 80% of the lowest closing price over the five trading days before conversion, creating a variable-price conversion feature. The company may prepay the notes at a 20% premium to principal. The notes were sold in a private placement relying on Section 4(a)(2), with RBW Capital Partners receiving an 8% commission and a 1% non-accountable expense allowance. Aspire Biopharma plans to use the proceeds to repay debt and for working capital, and agreed to file a resale registration statement for the underlying shares by September 18, 2025.

Insights

Convertible financing and capital structure analyst

Company raises $7.75M via discounted, non‑interest convertible notes with near-term maturity.

Aspire Biopharma Holdings, Inc. is adding short-dated convertible debt with an aggregate principal of $9,687,500 for cash proceeds of $7,750,000, structured with a 20% original issue discount and no stated interest. The notes mature on February 19, 2026, which concentrates repayment or conversion pressure into a relatively short timeframe.

The conversion price is set at 80% of the lowest closing price over five trading days before conversion, starting 31 days after issuance. This variable 20% discount ties the economics to future share prices and can lead to larger share issuance if the stock trades lower. The issuer’s right to prepay at a 20% premium offers a contractual pathway to retire the notes but would require sufficient liquidity.

Use of proceeds is directed to paying off existing debt and working capital, which can help simplify the liability structure and fund operations. A registration rights agreement commits the company to file an initial resale registration statement by September 18, 2025 for shares issuable upon conversion, enabling potential secondary market sales by noteholders once effective.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What financing transaction did Aspire Biopharma Holdings (PWUPU) enter into?

Aspire Biopharma Holdings, Inc. entered into a Securities Purchase Agreement to issue convertible notes with an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000.

What are the key terms of Aspire Biopharma’s new convertible notes?

The notes have a 20% original issue discount, bear no interest, mature on February 19, 2026, and are convertible into common stock at 80% of the lowest closing price over the five trading days prior to conversion, starting 31 days after issuance.

How does Aspire Biopharma (PWUPU) plan to use the note proceeds?

Aspire Biopharma intends to use the net proceeds from the notes to pay off debt and for working capital purposes.

Can Aspire Biopharma prepay the newly issued notes?

Yes. The company has the right to prepay the notes at a 20% premium to the principal amount.

How and when can the new notes of Aspire Biopharma be converted into stock?

Beginning 31 days after issuance, the notes are convertible into Aspire Biopharma common stock at 80% of the lowest closing price on any trading day during the five trading days prior to conversion.

What registration rights did Aspire Biopharma grant to the note investors?

Under a Registration Rights Agreement dated August 19, 2025, Aspire Biopharma agreed to file an initial resale registration statement by September 18, 2025 to register the resale of common stock issuable upon conversion of the notes.

What fees did Aspire Biopharma pay in connection with this note financing?

Aspire Biopharma 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.