Aspire Biopharma Holdings, Inc. 8-K

What Happened
Aspire Biopharma Holdings, Inc. announced on Jan. 26, 2026 that it sold debentures in an aggregate principal amount of $2,173,913.04 for a subscription price of $2,000,000 under a Securities Purchase Agreement. The debentures carry an 8% original issue discount (OID), do not bear annual interest, and mature on April 23, 2026 — or sooner if the company receives gross proceeds of at least $8,000,000 in any equity or debt financing (the sooner of that event or 90 days). The purchasers also received a total of 790,000 common shares as incentive shares. The securities were offered in a private placement under Section 4(a)(2) of the Securities Act and are not registered.

Key Details

• Aggregate principal amount: $2,173,913.04; subscription proceeds received: $2,000,000 (8% OID).
• Maturity: April 23, 2026, but due earlier of 90 days or upon Aspire receiving ≥ $8,000,000 gross proceeds in a financing.
• No annual interest; debentures are not convertible into common stock. Company may prepay principal (with 10 business days’ notice).
• Purchasers received 790,000 incentive common shares; proceeds intended for debt repayment and working capital.

Why It Matters
This is short-term debt (bridge financing) that provides Aspire with immediate cash for debt reduction and operations, but it creates a near-term repayment obligation or a trigger tied to any future large financing (≥ $8M). The issuance of 790,000 shares causes immediate equity dilution for existing shareholders. The debentures are privately placed and unregistered, which limits resale liquidity for holders. Investors should note the short maturity, the effective cost via the 8% OID (versus ongoing interest), and the potential impact on capital structure if Aspire pursues a larger financing before April 23, 2026.