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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. Purchase Agreement On June 10, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with FireFish TopCo, LLC (the “Seller”, and, collectively with its Subsidiaries listed in Annex A of the Purchase Agreement, “Sellers”), pursuant to which (i) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase or cause certain of its Affiliates to purcha…
Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously reported, in the Company’s Current Report on Form 8-K filed on February 6, 2026 (the “ February 8-K ”), Aspire Biopharma Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain accredited investors (the “ Investors ”), providing for a private placement (the “ Offering ”), of up to 25,000 shares of Series A Convertible Preferred Stoc…
Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously reported, 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 Convertib…
Entry into a Material Definitive Agreement. On April 15, 2026, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company” or “Purchaser”) announced that it has entered into a non-binding letter of intent (the “LOI”) for the acquisition (as described below, the “Acquisition”) of 100% of the Driver Controls Systems business unit ( “DCS” ) of Firefish Topco, LLC (“FTLLC”), from the shareholders of FTLLC, pursuant to which the Purchaser intends to acquire 100% of the equity, assets an…
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 P…
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…
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.
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…
is hereby incorporated by reference into this
Unregistered Sales of Equity Securities See
Entry into a Material Definitive Agreement On January 26, 2026, 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 debentures in an aggregate principal amount of $2,173,913.04 for a subscription price of $2,000,000 (the “Debentures”) with a maturity date of April 23, 2026. The Notes have an 8% original issue di…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2024 Stock Incentive Plan On January 8, 2026, the Board of Directors (the “Board”) of Aspire Biopharma Holdings, Inc. (the “Company”) confirmed certain terms of the 2024 Stock Incentive Plan (the “Plan”), which was approved by the Company’s stockholders at an extraordinary general meeting of stockholders held on February 4, 2025 (the “Meeting”), by…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 7, 2026, Surendra Ajjarapu, a Director of Aspire Biopharma Holdings, Inc. (the “Company”), notified the Board of Directors of his intention to step down from the role of Director, effective immediately. Mr. Ajjarapu’s decision to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the Company’…
Unregistered Sales of Equity Securities. The information set forth under
Entry into a Material Definitive Agreement. Exchange Agreements On January 1, 2026, the Company entered into Exchange Agreements (the “Exchange Agreements”) with certain holders of the Company’s debt (the “Holders”) to exchange approximately $1.75 million in debt for shares (the “Exchange Shares’) of the Company’s common stock (the “Exchange”). The debt was incurred by the Company’s predecessor, PowerUp Acquisition Corp. (“PowerUp”) pursuant to subscription agreements dated March 4, 2024, and…
Entry into a Material Definitive Agreement. Equity Line of Credit On November 11, 2025, the Company entered into a Purchase Agreement (“ELOC Agreement”) with Arena Business Solutions Global SPC II, Ltd. (“Arena”). Under the ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase up to $100,000,000 in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and conditions contained in the ELOC Agreement, including, witho…
Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under
Unregistered Sales of Equity Securities. The information set forth under
Termination of a Material Definitive Agreement. Termination of Original Equity Line of Credit As previously reported, on February 13, 2025, the Company entered into a Purchase Agreement (“Original ELOC Agreement”) with Arena whereby the Company had the right, but not the obligation, to direct Arena to purchase up to $100,000,000 in shares of the Company’s common stock upon satisfaction of certain terms and conditions contained in the Original ELOC Agreement. For a full description of the Orig…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on April 16, 2025, Aspire Biopharma Holdings, Inc. (the “Company”) received two letters from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), each addressing a separate compliance deficiency under the Nasdaq Listing Rules. The first letter notified the Company of a deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), wh…
Recent Sale of Unregistered Securities As previously disclosed in the Company’s current report on Form 8-K, filed on August 22, 2025, the Company entered in a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company sold to the investors certain notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000. Of the $7,750,000 total funding under the Purchase Agreement, $4,709,677 was funded on August 19, 2025.…
Changes in Registrant’s Certifying Accountant (a) Termination of Previous Independent Registered Accounting Firm On September 22, 2025 Bush & Associates CPA ( “Bush” ) was dismissed by the Audit Committee of the Board of Directors of Aspire Biopharma Holdings, Inc. (the “Company”) as the Company’s independent registered public accounting firm, effective as of that date. Bush’s report on the Company’s consolidated financial statements as of December 31, 2024 did not contain an adverse opinion…
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…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 24, 2025, Michael Howe, Director and Chief Executive Officer of Aspire Biopharma Holdings, Inc. (the “Company”), notified the Board of Directors of his intention to step down from the role of Director and Chief Executive Officer, effective immediately. Mr. Howe’s decision to resign is not due to any disagreement with the Company, the Board…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 10, 2025, Kraig Higginson, Chief Executive Officer of Aspire Biopharma Holdings, Inc. (the “Company”), notified the Board of Directors of his intention to step down from the role of Chief Executive Officer, effective June 10, 2025. Mr. Higginson will continue to serve as Chairman of the Board of Directors. Mr. Higginson’s decision to resign…
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