UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||