Aspire Biopharma Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01- Entry into a Material Definitive Agreement
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 (the “Debentures”) with a maturity date of April 23, 2026. The Notes have an 8% original issue discount and do not bear any annual interest. The Debentures are due the sooner of (i) 90 days, or (ii) upon the Company’s receipt of gross proceeds of at least $8,000,000 in any equity or debt financing. The Company shall have the option to prepay this Debenture(s) at any time after the Original Issue Date at an amount equal to the Principal Amount. The Company shall provide Holder(s) with ten (10) Business Days’ prior written notice of intention to satisfy the Debentures, whether at maturity, by prepayment, or in default. The Debentures are not convertible into common stock. In connection with the financing the Purchasers received an aggregate of 790,000 Shares of the Company’s common stock as incentive shares.
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 intends to utilize the proceeds to pay off debt and for working capital purposes.
The foregoing description of the Securities Purchase Agreement and the Debentures do not purport to be complete and are subject to, and qualified in its entirety by, the full text of each agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
| d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement, dated January 26, 2026 | |
| 10.2 | Form of 8% OID Debenture, dated January 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 duly authorized.
| ASPIRE BIOPHARMA HOLDINGS, INC. | |||
| Date: | January 30, 2026 | By: | /s/ Kraig Higginson |
| Kraig Higginson | |||
| Chief Executive Officer | |||