Aspire Biopharma Holdings, Inc. 8-K

What Happened Aspire Biopharma Holdings, Inc. announced on Feb 6, 2026 that it entered a Securities Purchase Agreement to sell newly designated Series A Convertible Preferred Stock in a private placement. At the initial closing the company issued 13,750 shares of Preferred Stock for aggregate gross proceeds of $11,000,000 (including conversion of $943,801 of debt). The company may do a second closing to sell up to 12,500 additional shares for up to $10,000,000, contingent on shareholder approval and an effective registration statement. The company also reported a board change: director Donald G. Fell resigned and Philip Balatsos was appointed to the board.

Key Details

• Initial closing date: February 6, 2026; gross proceeds $11,000,000 (13,750 Preferred Shares), includes $943,801 debt conversion.
• Offering terms: up to 25,000 Preferred Shares authorized; second closing may add up to 12,500 shares for up to $10M, contingent on registration effectiveness and shareholder approval.
• Conversion mechanics: Preferred convertible immediately into common stock at a price equal to 80% of the lowest closing price over the five trading days prior to conversion (subject to a Nasdaq-based floor), with a conversion ownership cap initially limiting any investor to beneficial ownership of no more than 4.99% (adjustable up to 9.99% after notice; conversions limited to 19.99% unless shareholder approval obtained).
• Fees and rights: placement agent RBW Capital Partners, LLC; placement fee $900,000. Investors have the right to appoint one director. The company will file a proxy within 10 business days and a resale registration statement within 15 days after the initial closing.

Why It Matters This financing provides immediate liquidity of $11M and improves the company’s reported stockholders’ equity above the Nasdaq minimum (~$2.5M) pending formal Nasdaq confirmation, which is material for continued listing. The convertible preferred structure can dilute common shareholders if converted (conversion price is a discount to market subject to a floor), and investor protections (ownership caps, registration rights, and a board seat) give the new investors influence. The planned shareholder votes (including a reverse stock split and authorization increases) and the requirement to register common shares issuable on conversion are next-step corporate actions investors should watch.