Source-grounded facts extracted from Aspire Biopharma Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Aspire Biopharma Holdings, Inc. shareholders approved To approve voluntary adjustments to the exercise price of the warrants (Exercise Price Adjustment Proposal) at the 2026-06-16 meeting.
“The number of shares that voted for, against, and withheld from voting for this Exercise Price Adjustment Proposal is summarized in the table below: Votes Non-Votes 1,739,702 110,483 4,839 0”
Shareholder Votes
Aspire Biopharma Holdings, Inc. shareholders approved To approve adjustment of number of shares of common stock issuable upon exercise of warrants (Share Adjustment Proposal) at the 2026-06-16 meeting.
“The number of shares that voted for, against, and withheld from voting for this Share Adjustment Proposal is summarized in the table below: Votes Non-Votes 1,745,709 103,550 5,764 0”
Shareholder Votes
Aspire Biopharma Holdings, Inc. shareholders approved To authorize issuance of shares of common stock upon exercise of warrants (Warrant Issuance Proposal) at the 2026-06-16 meeting.
“The number of shares that voted for, against, and withheld from voting for this Warrant Issuance Proposal is summarized in the table below: Votes Non-Votes 1,742,683 107,523 4,818 0”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Purchase Agreement with FireFish TopCo, LLC valued at Purchase price $30,000,000 plus $800,000 deferred revenue credit, minus tax and debt adjustments (effective 2026-06-10).
“On June 10, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with FireFish TopCo, LLC (the “Seller”, and, collectively with its Subsidiaries listed in Annex A of the Purchase Agreement, “Sellers”), pursuant to which (i) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase or cause certain of its Affiliates to purchase, all of the equity interests in certain of Seller’s subsidiaries set forth in Annex C of the Purchase Agreement (the aforementioned equity interests, collectively, the ‘Transferred Equity Interests”, and such subsidiaries, “Transferred Entities”), free and clear of all Liens, other than the Permitted Liens and in accordance with the applicable Local Transfer Documents and (ii) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase, or cause certain of its affiliates to purchase, all of the assets of the other”
Governance Changes
Aspire Biopharma Holdings, Inc.: Amended Article Fourth of Certificate of Incorporation to effect a 1-for-30 reverse stock split (effective 2026-05-11).
“On May 11, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”). Pursuant to the Certificate of Amendment, the Company amended Article Fourth of its Certificate of Incorporation to effect a 1-for-30 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Split”).”
Governance Changes
Aspire Biopharma Holdings, Inc.: On April 13, 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock, amending provisions including the designation and number of shares, designating 30,000 shares with a par value of $0.0001 and a stated value of $1,000 per share (effective 2026-04-13).
“On April 13, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock (the “ Certificate of Amendment ”).”
Governance Changes
Aspire Biopharma Holdings, Inc.: Filed a Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock, clarifying and restating provisions relating to designation and number of shares to 30,000 shares of Series A Convertible Preferred Stock (effective 2026-04-13).
“On April 13, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Amendment”).”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Securities Purchase Agreement with certain accredited investors (effective 2026-02-06).
“on February 6, 2026, Aspire Biopharma Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain accredited investors (the “ Investors ”)”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into LOI with Firefish Topco, LLC valued at $30.0 million (effective 2026-04-15).
“On April 15, 2026, Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company” or “Purchaser”) announced that it has entered into a non-binding letter of intent (the “LOI”) for the acquisition (as described below, the “Acquisition”) of 100% of the Driver Controls Systems business unit ( “DCS” ) of Firefish Topco, LLC”
Equity Issuances
Aspire Biopharma Holdings, Inc. issued up to 25,000 shares of preferred stock to certain accredited investors for $11,000,000 aggregate gross proceeds.
“Rule 5636(d) (“ Shareholder Approval ”). Pursuant to the Securities Purchase Agreement, the Company closed on an aggregate of 13,750 Shares resulting in gross proceeds of $11,000,000 including the conversion of $943,801 in existing debt into Shares on the same terms, before deducting fees to be paid to the placement agents and financial advisors of the Company”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at $11,000,000 (effective 2026-02-06).
“On February 6, 2026, Aspire Biopharma Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain accredited investors”
Governance Changes
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).
“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.”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Securities Purchase Agreement with certain investors (the “Purchasers”) valued at aggregate principal amount of $2,173,913.04 for a subscription price of $2,000,000 (effective 2026-01-26).
“On January 26, 2026, 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 debentures in an aggregate principal amount of $2,173,913.04 for a subscription price of $2,000,000”
Material Agreements
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).
“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”).”
Listing & Compliance Notices
Aspire Biopharma Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).
“April 16, 2025, Aspire Biopharma Holdings, Inc. (the “Company”) received two letters from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), each addressing a separate compliance deficiency under the Nasdaq Listing Rules. The first letter notified the Company of a deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which requires a company, whose securities are listed on The Nasdaq Global Market under the “Market Value Standard”, to maintain a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000 (the “MVLS Rule”). The deficiency”
Listing & Compliance Notices
Aspire Biopharma Holdings, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).
“April 16, 2025, Aspire Biopharma Holdings, Inc. (the “Company”) received two letters from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), each addressing a separate compliance deficiency under the Nasdaq Listing Rules. The first letter notified the Company of a deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which requires a company, whose securities are listed on The Nasdaq Global Market under the “Market Value Standard”, to maintain a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000 (the “MVLS Rule”). The deficiency”
Listing & Compliance Notices
Aspire Biopharma Holdings, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).
“October 15, 2025, (the “October Letter”) the Staff notified the Company that its securities were subject to delisting from Nasdaq unless the Company timely appeals the Staff’s determination and requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Both items of noncompliance serve as an independent basis for delisting the Company’s securities from Nasdaq. The Company has requested a hearing before the Panel and has paid the associated fee of $20,000, which has stayed the suspension of the Company’s Common Stock and publicly traded Warrants pending the Panel’s decision. At the hear”
Listing & Compliance Notices
Aspire Biopharma Holdings, Inc. received a nasdaq delisting notice notice regarding market value (rules 5450(b)(2)(A), 5810(c)(3)(C)).
“October 15, 2025, (the “October Letter”) the Staff notified the Company that its securities were subject to delisting from Nasdaq unless the Company timely appeals the Staff’s determination and requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Both items of noncompliance serve as an independent basis for delisting the Company’s securities from Nasdaq. The Company has requested a hearing before the Panel and has paid the associated fee of $20,000, which has stayed the suspension of the Company’s Common Stock and publicly traded Warrants pending the Panel’s decision. At the hear”
Auditor Changes
Aspire Biopharma Holdings, Inc. engaged Turner Stone & Co as its auditor.
“(b) Appointment of New Independent Registered Public Accounting Firm On September 22, 2025, the Company’s Audit Committee approved the engagement of Turner Stone & Co ( “Turner” ) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.”
Auditor Changes
Aspire Biopharma Holdings, Inc. dismissed Bush & Associates CPA as its auditor.
“.01 Changes in Registrant’s Certifying Accountant (a) Termination of Previous Independent Registered Accounting Firm On September 22, 2025 Bush & Associates CPA ( “Bush” ) was dismissed by the Audit Committee of the Board of Directors of Aspire Biopharma Holdings, Inc.”
Michael Howe was appointed as Chief Executive Officer at Aspire Biopharma Holdings, Inc..
“the Board of Directors appointed Michael Howe, currently a member of the Board of Directors, to serve as Chief Executive Officer of the Company, effective June 10, 2025.”
Kraig Higginson resigned as Chief Executive Officer at Aspire Biopharma Holdings, Inc..
“On June 10, 2025, Kraig Higginson, Chief Executive Officer of Aspire Biopharma Holdings, Inc. (the “Company”), notified the Board of Directors of his intention to step down from the role of Chief Executive Officer, effective June 10, 2025.”
Listing & Compliance Notices
Aspire Biopharma Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)).
“April 16, 2025, Aspire Biopharma Holdings, Inc. (the “Company”), received two letters from the Nasdaq Stock Exchange LLC (“Nasdaq”), each addressing a separate compliance deficiency under the Nasdaq Listing Rules. The first letter notified of the deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which requires a company, whose securities are listed on The Nasdaq Global Market under the “Market Value Standard”, to maintain a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000. The deficiency was caused by the Company’s MVLS having been below the minimum level fo”
Listing & Compliance Notices
Aspire Biopharma Holdings, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A), 5810(c)(3)(C)).
“April 16, 2025, Aspire Biopharma Holdings, Inc. (the “Company”), received two letters from the Nasdaq Stock Exchange LLC (“Nasdaq”), each addressing a separate compliance deficiency under the Nasdaq Listing Rules. The first letter notified of the deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which requires a company, whose securities are listed on The Nasdaq Global Market under the “Market Value Standard”, to maintain a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000. The deficiency was caused by the Company’s MVLS having been below the minimum level fo”
Governance Changes
Aspire Biopharma Holdings, Inc.: Company ceased being a shell company as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased being a shell company.”
Governance Changes
Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted a new Code of Business Conduct and Ethics (effective 2025-02-17).
“in connection with the Business Combination, on February 17, 2025, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
Governance Changes
Aspire Biopharma Holdings, Inc.: Board of directors approved and adopted new Bylaws effective as of the Closing (effective 2025-01-31).
“On January 31, 2025, the Company’s board of directors approved and adopted the Bylaws of the Company (the “Bylaws”), which became effective as of the Closing.”
Governance Changes
Aspire Biopharma Holdings, Inc.: Amended and Restated Certificate of Incorporation containing organizational documents proposals became effective upon filing with Delaware Secretary of State (effective 2025-02-17).
“The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on February 17, 2025, includes the amendments proposed by the Organizational Documents Proposal.”
M&A Transactions
Aspire Biopharma Holdings, Inc. underwent a change of control involving SRIRAMA Associates, LLC for stockholders of Aspire as of immediately prior to the effective time of the Merger hold a portion of the Company’s common stock (closed 2025-02-17).
“As a result of the completion of the Business Combination pursuant to the Business Combination Agreement, a change of control of the Company has occurred, and the stockholders of the Company as of immediately prior to the Closing held approximately 76.1% of the outstanding shares of New Aspire Common Stock immediately following the Closing.”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Agreement and Plan of Merger with PowerUp Acquisition Corp., PowerUp Merger Sub Inc., SRIRAMA Associates, LLC, Visiox Pharmaceuticals, Inc., Ryan Bleeks valued at $80,000,000 (effective 2023-12-26).
“On December 26, 2023, PowerUp Acquisition Corp., a Cayman Islands exempted company (“PowerUp” or “Purchaser”), entered into an Agreement and Plan of Merger by and among PowerUp, PowerUp Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of PowerUp (“Merger Sub”), SRIRAMA Associates, LLC, a Delaware limited liability company and PowerUp’s sponsor (the “Sponsor”), Visiox Pharmaceuticals, Inc., a Delaware corporation (“Visiox” or “Seller”), and Ryan Bleeks, in the capacity as the seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”).”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Purchase Agreement with PowerUp Sponsor LLC, SRIRAMA Associates, LLC valued at aggregate purchase price of $1.00 for 4,317,500 Class A ordinary shares and 6,834,333 private placem (effective 2023-08-18).
“on July 14, 2023, PowerUp Acquisition Corp., a Cayman Islands exempted company (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) with PowerUp Sponsor LLC, a Delaware limited liability company (the “Original Sponsor”) and SRIRAMA Associates, LLC, a Delaware limited liability company (the “New Sponsor”), pursuant to which the New Sponsor agreed to purchase from the Original Sponsor 4,317,500 Class A ordinary shares, of the Company and 6,834,333 private placement warrants, each exercisable for one Class A Ordinary Share for an aggregate purchase price of $1.00”
Avinash Wadhwani was appointed as director at Aspire Biopharma Holdings, Inc..
“(iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board (each, a “New Director”)”
Mayur Doshi was appointed as director at Aspire Biopharma Holdings, Inc..
“(iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board (each, a “New Director”)”
Donald G. Fell was appointed as director at Aspire Biopharma Holdings, Inc..
“(iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board (each, a “New Director”)”
Michael L. Peterson was appointed as director at Aspire Biopharma Holdings, Inc..
“(iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board (each, a “New Director”)”
Howard Doss was appointed as Chief Financial Officer at Aspire Biopharma Holdings, Inc..
“(v) Surendra Ajjarapu and Howard Doss were appointed as the Company’s Chief Executive Officer and Chief Financial Officer, respectively (each, a “New Officer”).”
Surendra Ajjarapu was appointed as director at Aspire Biopharma Holdings, Inc..
“(iii) Surendra Ajjarapu, Michael L. Peterson, Donald G. Fell, Mayur Doshi, and Avinash Wadhwani were appointed as members of the Board (each, a “New Director”)”
Surendra Ajjarapu was appointed as Chairman of the Board at Aspire Biopharma Holdings, Inc..
“(iv) Surendra Ajjarapu was appointed Chairman of the Board”
Surendra Ajjarapu was appointed as Chief Executive Officer at Aspire Biopharma Holdings, Inc..
“(v) Surendra Ajjarapu and Howard Doss were appointed as the Company’s Chief Executive Officer and Chief Financial Officer, respectively (each, a “New Officer”).”
Gabriel Schillinger resigned as other_named_officer at Aspire Biopharma Holdings, Inc..
“(ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company”
Michael Olson resigned as other_named_officer at Aspire Biopharma Holdings, Inc..
“(ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company”
Jack Tretton resigned as other_named_officer at Aspire Biopharma Holdings, Inc..
“(ii) Jack Tretton, Michael Olson, and Gabriel Schillinger resigned as officers of the Company”
Kyle Campbell resigned as director at Aspire Biopharma Holdings, Inc..
“(i) Bruce Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell (the “Resigning Directors”) tendered their resignations as members of the board of directors of the Company (the “Board”)”
Julie Uhrman resigned as director at Aspire Biopharma Holdings, Inc..
“(i) Bruce Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell (the “Resigning Directors”) tendered their resignations as members of the board of directors of the Company (the “Board”)”
Peter Blacklow resigned as director at Aspire Biopharma Holdings, Inc..
“(i) Bruce Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell (the “Resigning Directors”) tendered their resignations as members of the board of directors of the Company (the “Board”)”
Jack Tretton resigned as director at Aspire Biopharma Holdings, Inc..
“(i) Bruce Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell (the “Resigning Directors”) tendered their resignations as members of the board of directors of the Company (the “Board”)”
Bruce Hack resigned as director at Aspire Biopharma Holdings, Inc..
“(i) Bruce Hack, Jack Tretton, Peter Blacklow, Julie Uhrman, and Kyle Campbell (the “Resigning Directors”) tendered their resignations as members of the board of directors of the Company (the “Board”)”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Purchase Agreement with SRIRAMA Associates, LLC and PowerUp Sponsor LLC valued at $1.00 (effective 2023-07-14).
“On July 14, 2023, PowerUp Acquisition Corp. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with SRIRAMA Associates, LLC, a Delaware limited liability company (the “Acquirer”) and PowerUp Sponsor LLC ( the “Sponsor”), pursuant to which the Acquirer will purchase from the Sponsor (x) 4,317,500 Class A Ordinary Shares and (y) 6,834,333 private placement warrants, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated February 22, 2022, by and among the Company, its officers, directors and the Sponsor, and the Underwriting Agreement, dated February 17, 2022, by and between SPAC and Citigroup Global Markets Inc., as representative of the several underwriters (the “Underwriting Agreement”)), for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time of the initial business combination.”
Governance Changes
Aspire Biopharma Holdings, Inc.: Extended deadline to consummate initial business combination from May 23, 2023 to May 23, 2024 (effective 2023-05-18).
“the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from May 23, 2023 to May 23, 2024.”
Material Agreements
Aspire Biopharma Holdings, Inc. entered into Non-Redemption Agreements with certain unaffiliated third parties (effective 2023-05-09).
“On May 9, 2023 and May 12, 2023, the Sponsor and the Company entered into additional Non-Redemption Agreements with additional unaffiliated third parties.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.