Aspire Biopharma converts ~$1.75M debt from PowerUp sponsors into common stock

Aspire Biopharma Holdings, Inc.

Exchanged ~$1.75M debt for common stock at closing price less $0.01/share; holders can submit up to 4 exchange notices by Jan 31, 2026.
Each exchange notice limited to 30% of outstanding balance; shares are freely tradeable without restrictive legends.
Upon a financing over $3M, company may repay debt; holder can elect 25% of outstanding balance from proceeds.
Exchange exempt under Section 3(a)(9) of Securities Act; debt originated from 2024 subscription agreements with PowerUp sponsors.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Aspire Biopharma Holdings, Inc. entered into Exchange Agreements with certain holders of the Company’s debt valued at approximately $1.75 million (effective 2026-01-01).

Action: entry
Counterparty: certain holders of the Company’s debt
Value: approximately $1.75 million
Effective: 2026-01-01

Exact text from the filing

On January 1, 2026, the Company entered into Exchange Agreements (the “Exchange Agreements”) with certain holders of the Company’s debt (the “Holders”) to exchange approximately $1.75 million in debt for shares (the “Exchange Shares’) of the Company’s common stock (the “Exchange”).

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Aspire Biopharma Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-000518

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