Aspire Biopharma Holdings, Inc. 8-K

What Happened
Aspire Biopharma (ASBP) announced on Jan 1, 2026 that it entered into Exchange Agreements to allow certain holders to convert approximately $1.75 million of debt (originating with predecessor PowerUp Acquisition Corp.) into shares of Aspire common stock. The holders—who were sponsors of PowerUp’s IPO—may submit exchange notices through Jan 31, 2026, and the company will issue shares equal to the exchange amount divided by an Exchange Price tied to the prior trading day's closing price less $0.01.

Key Details

• Total debt subject to exchange: approximately $1.75 million (from subscription agreements dated March 4, 2024 and May 9, 2024).
• Exchange mechanics: holders submit up to four notices; each notice may convert no more than 30% of that holder’s outstanding balance. Shares issued = Exchange Amount / Exchange Price (Exchange Price = prior trading-day close minus $0.01).
• Delivery and registration: Exchange Shares will be freely tradeable, delivered without restrictive legends. Securities issued in reliance on Section 3(a)(9) of the Securities Act and Regulation D.
• Financing option: if Aspire completes a financing > $3.0M, the company may repay part/all of a holder’s balance; a holder can elect cash equal to 25% of its outstanding balance (applied to that balance) or require up to 33.33% of the aggregate financing proceeds to be used for repayment.

Why It Matters
The agreements let holders reduce Aspire’s outstanding debt by converting it into common stock, which reduces liabilities but can increase share count (dilution) because the number of shares issued depends on market price. Shares will be issued freely tradeable, so converted holders could sell shares into the market. The financing provisions mean future raises above $3M could also be used to repay or reduce this debt, affecting both cash needs and ownership stakes. Retail investors should watch for exchange notices (through Jan 31, 2026) and subsequent share issuances, since those could change Aspire’s outstanding shares and influence stock supply.