Aspire Biopharma Closes Acquisition; $3.75M Note Financing

What Happened

• Aspire Biopharma Holdings, Inc. announced the closing (effective August 6, 2026) of its previously disclosed Purchase Agreement with FireFish TopCo, LLC to acquire certain equity interests and assets of FireFish subsidiaries. The parties executed an Escrow and Closing Agreement confirming all closing conditions were satisfied and the Closing occurred automatically upon payment of the Closing Purchase Price.
• To provide working capital, the company issued convertible promissory notes under a Note Purchase Agreement dated August 6, 2026. The Company issued notes with an aggregate principal amount of $3,750,000 for an aggregate purchase price of $3,000,000 (a 20% original issue discount). The notes convert into common shares at $8.00 per share. RBW Capital Partners acted as Aspire’s exclusive financial advisor; placement fees equal to 8% of the purchase price plus 1% non-accountable expenses were disclosed.

Key Details

• Closing date (Escrow & Closing Agreement): August 6, 2026; closing triggered upon payment per the July 28, 2026 closing statement.
• Seller: FireFish TopCo, LLC; Purchase Agreement previously reported in the Company’s June 12, 2026 Form 8-K.
• Note financing: $3,750,000 principal issued for $3,000,000 cash proceeds (20% OID); conversion price = $8.00/share.
• Advisor/fees: RBW Capital Partners (exclusive financial advisor); placement agency fee = 8% of purchase price + 1% non-accountable expenses; securities/brokerage services through Dawson James Securities, Inc.
• Company filed a press release on August 10, 2026 (Exhibit 99.1).

Why It Matters

• The filing confirms Aspire completed the acquisition transaction it had announced, which may expand the company’s operations or product offerings (as described in the original Purchase Agreement filing). Completion was accomplished through an escrow/closing mechanism tied to payment of the purchase price.
• The convertible note financing provides immediate cash (net $3.0M) to support working capital and execution of the acquired business but creates a financial obligation that can convert into equity at $8.00 per share, which could dilute existing shareholders if conversion occurs. The financing terms include a 20% original issue discount and placement fees that reduce net proceeds.
• Investors should note both the new acquisition and the convertible notes when assessing Aspire’s near-term liquidity, capital structure, and potential dilution; the full Purchase Agreement, Closing Agreement and Note Purchase Agreement are filed as exhibits for more detail.