Business Context and Reporting Period
Company: Aspire Biopharma Holdings, Inc. (ASBP)
Filing Type: Form 8-K (Current Report)
Date of Report: February 6, 2026
Reporting Period: Events occurring on February 6, 2026, with a press release dated February 11, 2026.
The Company entered into a Securities Purchase Agreement to issue Series A Convertible Preferred Stock in a private placement. This filing also reports changes to the Board of Directors and the Company's status regarding Nasdaq listing requirements.
Key Financial Metrics and Transaction Details
- Gross Proceeds (Initial Closing): $11,000,000
- Shares Issued (Initial Closing): 13,750 shares of Series A Convertible Preferred Stock
- Debt Conversion: $943,801 of existing debt was converted into Preferred Stock on the same terms.
- Placement Agent Fee: $900,000 paid to RBW Capital Partners, LLC.
- Stockholders' Equity: The Company believes it now holds equity in excess of $2.5 million, meeting the minimum requirement for continued listing on The Nasdaq Capital Market.
- Future Capital Potential: A second closing may occur for up to 12,500 additional shares for proceeds not to exceed $10,000,000, contingent on shareholder approval and registration effectiveness.
Note: This filing does not provide revenue, profit, cash flow, or margin data for a specific fiscal period.
Material Changes and Corporate Actions
Capital Structure Changes
- Convertible Preferred Stock: Issued Series A Convertible Preferred Stock with a conversion price equal to 80% of the lowest closing price of Common Stock over the five trading days prior to conversion (subject to a floor price).
- Conversion Caps: Investors are limited to beneficial ownership of 4.99% of post-conversion Common Stock (increasable to 9.99% with notice). Conversion is capped at 19.99% of outstanding shares unless shareholder approval is obtained.
- Reverse Stock Split Proposal: The Company will seek shareholder approval for a reverse stock split ranging from 1-for-5 to 1-for-500.
Board of Directors Changes
- Resignation: Donald G. Fell resigned from the Board of Directors on February 6, 2026. The resignation is not due to any disagreement with the Company.
- Appointment: Suren Ajjarapu Philip Balatsos was appointed to fill the vacancy. Mr. Balatsos is a senior financial markets executive with experience in foreign exchange and emerging markets.
- Investor Rights: Investors in the Offering have the right to appoint one director to the Board.
Guidance, Outlook, and Risks
- Regulatory Compliance: The Company awaits formal confirmation from Nasdaq regarding its compliance with the $2.5 million stockholders' equity requirement.
- Shareholder Approval Required: The second closing of the offering and the issuance of Common Stock upon conversion (beyond the 19.99% cap) are contingent on shareholder approval. A proxy statement will be filed within 10 business days of the initial closing.
- Registration Rights: The Company must file a resale registration statement (Form S-1 or S-3) within 15 days of the initial closing and use best efforts to have it declared effective within 45 to 65 days.
- Forward-Looking Statements: The filing includes standard disclaimers regarding risks associated with market conditions, cash needs, and business uncertainties.
Key Facts for Investor Verification
- Verify the effectiveness of the resale registration statement (Form S-1/S-3) and the timeline for its declaration by the SEC.
- Confirm the outcome of the shareholder vote regarding the reverse stock split and the issuance of additional shares.
- Monitor the Company's formal confirmation of compliance with Nasdaq listing requirements following the capital raise.
- Review the specific terms of the "Floor Price" and conversion mechanics in the Certificate of Designation to assess potential dilution.
- Check for the filing of the proxy statement to understand the proposed reverse stock split ratio (1-for-5 to 1-for-500).