Aspire Biopharma Files 8-K for Material Agreement

TL;DR

Aspire Biopharma (ASBP) filed an 8-K for a material agreement on Aug 19.

AI Summary

Aspire Biopharma Holdings, Inc. filed an 8-K on August 22, 2025, reporting a material definitive agreement entered into on August 19, 2025. The filing also includes financial statements and exhibits. The company was formerly known as PowerUp Acquisition Corp. and PowsedrUp Acquisition Corp.

Why It Matters

This filing indicates a significant development or contract for Aspire Biopharma, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided excerpt.

Key Players & Entities

• Aspire Biopharma Holdings, Inc. (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported
• August 22, 2025 (date) — Date of report
• PowerUp Acquisition Corp. (company) — Former company name
• PowsedrUp Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share ASBP The Nasdaq Stock Mar
• $9,687,500 — tes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000
• $7,750,000 — $9,687,500 for a subscription price of $7,750,000 (the "Notes") with a maturity date of F

Filing Documents

• form8-k.htm (8-K) — 44KB
• ex10-1.htm (EX-10.1) — 258KB
• ex10-2.htm (EX-10.2) — 144KB
• ex10-3.htm (EX-10.3) — 105KB
• 0001641172-25-025257.txt ( ) — 867KB
• asbp-20250819.xsd (EX-101.SCH) — 4KB
• asbp-20250819_def.xml (EX-101.DEF) — 26KB
• asbp-20250819_lab.xml (EX-101.LAB) — 36KB
• asbp-20250819_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 Aspire Biopharma Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41293 33-3467744 (State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 23150 Fashion Drive , Suite 232 Estero , Florida 33928 (Address of Principal Executive Offices) (415) 592-7399 (Registrant's Telephone Number) 194 Candelaro Drive, #233 Humacao, PR 00791 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share ASBP The Nasdaq Stock Market LLC Warrants, each exercisable for one share of common stock ASBPW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01- Entry into a Material Definitive Agreement On August 19, 2025, Aspire Biopharma Holdings, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain investors (the "Purchasers"), pursuant to which the Company sold to the Purchasers certain notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000 (the "Notes") with a maturity date of February 19, 2026. The Notes have a 20% original issue discount and do not bear an interest rate. The Notes are convertible into common stock of the Company commencing 31 days from issuance at 80% of the lowest Closing Price on any Trading Day during the five Trading Days prior to conversion. The Company has the right to prepay the Notes at a 20% premium to the principal amount. The Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the "Securities Act"). The Notes were not, and will not be, registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. The Company paid RBW Capital Partners, a Division of Dawson James Securities, Inc. an 8% commission and a 1% non-accountable expense allowance in connection with the raise. The Company intends to utilize the proceeds to pay off debt and for working capital purposes. In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement, dated as of August 19, 2025 (the "Registration Rights Agreement"), pursuant to which the Company agreed to file the initial resale registration statement by no later than September 18, 2025, to register the resale of the Common Stock underlying the Notes. The foregoing descriptions above are only a summary of the material provisions of the Securities Purchase Agreement, the Notes, and the Registration Rights Agreement and are qualified in their entirety by reference to the form of the Securities Purchase Agreement, the form of the Note, and the Registration Rights Agreement which are filed as Exhibits 10.1, 10.2, and 10.3 to this current report on Form 8-K and is incorporated herein by reference thereto. Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement 10.2 Form of Note 10.3 Registration Rights Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

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