Aspire Biopharma files Series A Convertible Preferred Stock with 80% discount conversion and price protection

Aspire Biopharma Holdings, Inc.

Filed Certificate of Designation for 25,000 shares of Series A Convertible Preferred Stock on Feb 2, 2026.
Conversion price at 80% of lowest closing price in 5 prior trading days; floor price at 20% of Nasdaq minimum price.
Beneficial ownership conversion cap at 4.99% (can increase to 9.99% with 61-day notice).
Holders get participation rights in 30% of future financings for 6 months; no voting rights.
Shares rank senior to common; price protection adjusts conversion price on lower-priced issuances.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Aspire Biopharma Holdings, Inc.: Filed Certificate of Designation designating 25,000 shares of preferred stock as Series A Convertible Preferred Stock (effective 2026-02-02).

Change: charter amendment
Effective: 2026-02-02

Exact text from the filing

Pursuant to the terms of the Securities Purchase Agreement, on February 2, 2026, the Company filed the Certificate of Designation with the Delaware Secretary of State designating, 25,000 shares of its authorized and unissued preferred stock as Series A Convertible Preferred Stock.

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Aspire Biopharma Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-005640

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