Aspire Biopharma Holdings, Inc. 8-K/A

What Happened Aspire Biopharma filed an 8-K reporting the closing of the second tranche of a private placement of Series A Convertible Preferred Stock and an amendment to the Preferred Stock’s Certificate of Designation. On April 15, 2026 the company closed the second tranche for an aggregate of 12,500 Series A shares, generating approximately $10.0 million in gross proceeds. The company previously closed the first tranche on February 6, 2026 for 13,750 shares and ~$11.0 million (which included conversion of $943,801 of existing debt). On April 13, 2026 Aspire filed a Certificate of Amendment to clarify terms and designate 30,000 shares of Series A Convertible Preferred Stock (stated value $1,000 per share).

Key Details

• Total Offering size: up to 25,000 Series A shares agreed in the Securities Purchase Agreement; two tranches raised combined gross proceeds of ~$21.0 million (before fees and expenses).
• April 15, 2026: second tranche — 12,500 shares, ~ $10.0M gross proceeds. February 6, 2026: first tranche — 13,750 shares, ~$11.0M gross proceeds (included $943,801 debt conversion).
• Certificate of Amendment filed April 13, 2026 designates 30,000 shares of Series A Convertible Preferred Stock, par $0.0001, stated value $1,000 per share.
• Net proceeds intended to fund the cash component of the proposed Dura Driver Control Systems acquisition and for general corporate purposes. RBW Capital Partners (through Dawson James Securities) acted as placement agent.

Why It Matters This filing affects Aspire’s capital structure and potential dilution because the Series A Preferred shares are convertible into common stock. Investors should note the company raised about $21M in gross proceeds across two closings to support a planned acquisition and general corporate needs; actual cash available will be lower after placement agent fees and offering expenses. The Certificate of Amendment formally sets the total designated Series A shares (30,000), which is important for understanding the maximum potential conversion impact on outstanding common shares. The company also includes standard forward‑looking statement cautions about use of proceeds and risks.