Aspire Biopharma Seeks Reverse Split, Note Conversion Approval

TL;DR

**ASBPW is trying to save its Nasdaq listing and raise cash, but existing shareholders are about to get diluted and their shares reverse-split into oblivion.**

AI Summary

Aspire Biopharma Holdings, Inc. (ASBPW) is seeking stockholder approval for a reverse stock split and the issuance of shares related to convertible promissory notes. The proposed reverse stock split ratio ranges from one-for-five (1-for-5) to one-for-forty (1-for-40), to be determined by the Board within one year of approval. This action aims to increase the per-share trading price, potentially to maintain Nasdaq listing requirements. Additionally, the company is requesting approval to issue more than 19.99% of its outstanding common stock upon the exercise of Convertible Promissory Notes, which were issued pursuant to agreements dated August 19, 2025. The conversion floor price for these notes is set at 20% of the average closing price of common stock for the five days prior to the closing date. As of September 10, 2025, there were 49,525,970 shares of Common Stock outstanding. The Board recommends a 'FOR' vote on all proposals, including an adjournment proposal to solicit additional proxies if needed.

Why It Matters

This DEF 14A filing is critical for ASBPW investors as it outlines proposals that could significantly impact share price, ownership dilution, and the company's ability to maintain its Nasdaq listing. A reverse stock split, while potentially boosting the per-share price, often signals underlying financial distress and can lead to reduced liquidity. The approval to issue over 19.99% of outstanding shares for convertible notes could result in substantial dilution for existing shareholders, impacting their proportional ownership and voting power. Competitively, if ASBPW fails to maintain its listing or secure necessary financing, it could fall further behind rivals in the biopharma sector.

Risk Assessment

Risk Level: high — The proposed reverse stock split, with a wide range of 1-for-5 to 1-for-40, indicates a significant risk of a substantial reduction in outstanding shares, often a last resort to meet listing requirements. Furthermore, the approval to issue more than 19.99% of outstanding shares upon conversion of Convertible Promissory Notes, with a floor price as low as 20% of the average closing price, presents a high risk of severe dilution for current shareholders, potentially devaluing their investment significantly.

Analyst Insight

Investors should carefully evaluate the potential for significant dilution from the Convertible Promissory Notes and the impact of a reverse stock split on liquidity and future share price. Consider reducing exposure if you are not comfortable with the high dilution risk and the company's apparent need for these measures to maintain its Nasdaq listing.

Key Numbers

• 1-for-5 to 1-for-40 — Reverse Stock Split Ratio Range (Discretionary range for the Board to effect a reverse stock split)
• 19.99% — Nasdaq Issuance Threshold (Threshold for outstanding shares requiring stockholder approval under Nasdaq Rule 5635(d))
• 20% — Notes Conversion Floor Price (Percentage of the average closing price for the five days prior to the Closing Date)
• 49,525,970 — Shares Outstanding (Common Stock outstanding as of September 10, 2025)
• 73,588,712 — Potential Dilution Shares (Maximum shares issuable upon conversion of outstanding Convertible Promissory Notes)
• 33.33% — Quorum Requirement (Percentage of outstanding shares required for a quorum at the Special Meeting)
• September 10, 2025 — Record Date (Date for determining stockholders entitled to vote at the Special Meeting)
• November 4, 2025 — Special Meeting Date (Date the Special Meeting of Stockholders will be held)

Key Players & Entities

• Aspire Biopharma Holdings, Inc. (company) — Registrant seeking stockholder approval
• Kraig Higginson (person) — Director and Chief Executive Officer
• Nasdaq Stock Market LLC (regulator) — Exchange with listing rules (Rule 5635(d))
• Colonial Stock Transfer Co, Inc. (company) — Transfer agent for Aspire Biopharma Holdings, Inc.
• U.S. Securities and Exchange Commission (regulator) — Regulator for beneficial ownership rules
• 49,525,970 (dollar_amount) — Shares of Common Stock outstanding as of September 10, 2025
• 14,374,333 (dollar_amount) — Shares of Common Stock to be issued upon exercise of warrants
• 73,588,712 (dollar_amount) — Maximum shares of Common Stock issuable upon conversion of all outstanding Notes
• August 19, 2025 (date) — Date of securities purchase agreements for Convertible Promissory Notes
• November 4, 2025 (date) — Date of the Special Meeting of Stockholders

FAQ

Risk Factors

• Nasdaq Listing Requirements [high — regulatory]: The company is seeking approval for a reverse stock split to potentially increase its per-share trading price and maintain compliance with Nasdaq listing requirements. Failure to meet these requirements could lead to delisting.
• Dilution from Convertible Notes [medium — financial]: The company plans to issue shares upon the exercise of convertible promissory notes, which could result in the issuance of more than 19.99% of outstanding common stock. This issuance requires stockholder approval under Nasdaq rules and will dilute existing shareholders.
• Reverse Stock Split Impact [medium — financial]: A reverse stock split, ranging from 1-for-5 to 1-for-40, is proposed to boost the stock price. While intended to improve marketability, it can also reduce the number of outstanding shares and potentially impact investor perception.
• Board Discretion on Reverse Split Ratio [low — operational]: The Board of Directors has discretionary authority to determine the specific ratio of the reverse stock split (between 1-for-5 and 1-for-40) within one year of approval. This lack of a fixed ratio introduces uncertainty for investors.

Industry Context

Aspire Biopharma Holdings operates in the highly competitive biopharmaceutical sector, which is characterized by significant research and development costs, lengthy regulatory approval processes, and the constant need for innovation. Companies in this industry often face challenges in securing funding and maintaining stock exchange listing requirements due to the inherent risks and long timelines associated with drug development.

Regulatory Implications

The company's proposed actions are directly influenced by Nasdaq's listing rules, particularly Rule 5635(d), which mandates stockholder approval for significant share issuances to prevent excessive dilution. Failure to obtain this approval could jeopardize the company's listing status.

What Investors Should Do

1. Vote FOR Proposal 1 (Reverse Stock Split)
2. Vote FOR Proposal 2 (Notes Proposal)
3. Vote FOR Proposal 3 (Adjournment Proposal)

Key Dates

• 2025-09-10: Record Date — Determines which stockholders are entitled to vote at the Special Meeting.
• 2025-09-22: Mailing of Proxy Statement — Informs stockholders about the upcoming meeting and proposals for their vote.
• 2025-11-04: Special Meeting of Stockholders — Date for stockholders to vote on the proposed reverse stock split and convertible note issuance.

Glossary

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (The company is proposing a reverse stock split to increase its per-share trading price, potentially to meet Nasdaq listing requirements.)

Convertible Promissory Notes

Debt instruments that can be converted into a predetermined amount of equity (common stock) of the issuing company. (The company is seeking approval to issue shares upon the conversion of these notes, which could exceed 19.99% of outstanding stock.)

Floor Price

The minimum price at which a convertible security can be converted into shares. (For the convertible notes, the floor price is set at 20% of the average closing price of common stock prior to the closing date.)

DEF 14A

A filing with the SEC that provides detailed information to shareholders regarding matters on which they are expected to vote. (This document outlines the proposals for the Special Meeting, including the reverse stock split and convertible note issuance.)

Nasdaq Rule 5635(d)

A Nasdaq rule requiring stockholder approval for the issuance of securities that could result in a substantial dilution of existing shareholders' equity. (The company needs stockholder approval under this rule for the potential issuance of over 19.99% of its common stock upon conversion of the notes.)

Proxy Card

A document that authorizes a designated person (proxy) to vote a shareholder's shares at a meeting. (Stockholders are instructed to complete and return a proxy card to vote on the proposals, even if they cannot attend the meeting.)

Year-Over-Year Comparison

This DEF 14A filing focuses on critical corporate actions, including a proposed reverse stock split and the issuance of shares related to convertible notes, neither of which were detailed in prior filings. The key metrics such as revenue, net income, and margins are not provided in this proxy statement, making a direct comparison of financial performance impossible. The primary focus is on governance and compliance with Nasdaq rules.

Filing Documents

• formdef14a.htm (DEF 14A) — 210KB
• 0001493152-25-014523.txt ( ) — 212KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Filed by Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 ASPIRE BIOPHARMA HOLDINGS, INC. (Name of Registrant as Specified in its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) of Schedule (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 ASPIRE BIOPHARMA HOLDINGS, INC. 23150 Fashion Drive, Suite 232 Estero, Florida 33928 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held at 10:00 A.M. Eastern Time on November 4, 2025 September 22, 2025 NOTICE IS HEREBY GIVEN that the 2025 Special Meeting of Stockholders (the “Special Meeting”) of Aspire Biopharma Holdings, Inc. (the “Company”) will be held on November 4, 2025, at 10:00 A.M. Eastern Time, in person at 4626 N 300 W, Suite 350, Provo, UT 84604 for the following purposes: (1) to grant discretionary authority to the Company’s board of directors (“the Board”) to (i) amend the Company’s certificate of incorporation, as amended, (the “Certificate of Incorporation”) to effect a reverse stock split of all outstanding shares of Common Stock, by a ratio in the range of one-for-five (1-for-5) to one-for-forty (1-for-40), to be determined in the Board’s sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”); (2) to approve, for purposes of Marketplace Rule (collectively, the “Nasdaq Rules”) 5635(d) of the Nasdaq Stock Market LLC (“Nasdaq”), (i) the issuance of more than 19.99% of our outstanding shares of Common Stock, issuable upon exercise of certain Convertible Promissory Notes (the Notes) issued pursuant to certain securities purchase agreements by and between the Company and certain purchasers, entered into as of August 19, 2025 and (ii) the floor price (the “Floor Price”) at which the Notes may be converted, equal to 20% of the average closing price of our Common Stock for the five days prior to the Closing Date. (the “Notes Proposal”); (3) to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal and the Notes Proposal if there are not sufficient votes at the Special Meeting to approve and adopt the Reverse Stock Split Proposal and the Notes Proposal (the “Adjournment Proposal”); and (4) to consider and transact such other business as may be properly brought before the Special Meeting and any adjournments thereof. The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board has fixed the close of business on September 10, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournments or postponements of the Special meeting. Accordingly, only stockholders of record at the close of business on September 10, 2025 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting. Your vote is important. Whether or not you expect to attend the Special Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting. September 22, 2025 By Order of the Board of Directors, /s/ Kraig Higginson Kraig Higginson Director and Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 4, 2025. The proxy statement is available at www.colonialstock.com/AspireBiopharma2025. Whether or not you expect to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your proxy card, to vote by one of the following methods: 1) over the internet at www.colonialstock.com/AspireBiopharma2025, 2) by telephone by calling the toll-free number 877-285-8605, or 3) by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued i

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View this DEF 14A filing on SEC EDGAR