Aspire Biopharma Holdings Announces Closing of \$21 Million Private Placement and Key Amendments to Preferred Stock

Key Highlights:

• Successful completion of two tranches of private placement, raising a total of \$21 million.
• Amendment to Series A Convertible Preferred Stock designation—now 30,000 shares authorized with specific conversion terms.
• Shareholder approval received for potentially significant issuance of common stock upon conversion of preferred shares.
• Company expects to regain compliance with Nasdaq Capital Market equity listing requirements, pending formal confirmation.
• Placement agent fee of \$900,000 paid to RBW Capital Partners, LLC.

Details of the Private Placement and Securities Purchase Agreement

Aspire Biopharma Holdings, Inc. (“Aspire” or the “Company”) has completed a significant capital raise through a private placement. This move is crucial as it injects up to \$21 million into the Company, which may have a material impact on its operations and share price.

The financing was executed in two tranches under a Securities Purchase Agreement entered into on February 6, 2026:

• First Closing (February 6, 2026): Issuance of 13,750 shares of newly-designated Series A Convertible Preferred Stock at \$1,000 per share, raising \$11 million in gross proceeds. Notably, \$943,801 of this was from the conversion of existing debt into Preferred Shares under the same terms.
• Second Closing (April 15, 2026): Issuance of an additional 12,500 shares of Series A Convertible Preferred Stock, raising another \$10 million.

The Preferred Stock is convertible into common shares at a price equal to 80% of the lowest closing price of the Company’s common stock on The Nasdaq Stock Market (or another principal market) during the five trading days prior to conversion. However, a floor price applies, set at no less than 20% of the minimum price defined under Nasdaq Listing Rule 5635(d), unless Nasdaq permits a lower amount. This mechanism could result in substantial dilution if the stock price falls, which is price sensitive and of interest to shareholders.

Additionally, the Preferred Stock is convertible immediately upon issuance, but holders are restricted from owning more than 4.99% of the Company’s outstanding common stock after conversion (with an option to increase up to 9.99% on 61 days’ notice).

Shareholder Approval and Nasdaq Listing Compliance

A key shareholder vote on April 10, 2026, approved the issuance of common shares upon conversion of the Preferred Stock in excess of the 19.99% threshold. This is a critical point for shareholders, as it means the Company is authorized to potentially issue a large number of additional shares, which could significantly impact share value through dilution, but also enables access to needed capital.

The Company indicates that, as a result of the financing, it believes its stockholders’ equity now exceeds \$2.5 million—the minimum requirement for continued listing on the Nasdaq Capital Market. Formal confirmation from Nasdaq is pending, but a successful outcome would reduce the risk of delisting, which is a material consideration for investors.

Amendment to Series A Convertible Preferred Stock

On April 13, 2026, the Company filed a Certificate of Amendment to the Certificate of Designation for the Series A Convertible Preferred Stock with the Secretary of State of Delaware. This amendment clarifies and restates provisions relating to the designation and number of shares (now 30,000), each with a \$0.0001 par value and a \$1,000 stated value. Except as modified, the prior terms remain in effect.

Additional Information for Shareholders

• The placement agent for the Offering, RBW Capital Partners, LLC, received a \$900,000 fee.
• The Company has filed a registration statement (File No. 333-293515) to register the conversion shares, which was deemed effective on April 14, 2026.
• Forms of the Securities Purchase Agreement and Registration Rights Agreement are available as exhibits to the 8-K filing.
• These agreements include customary representations, warranties, covenants, and indemnities, but are made solely for the benefit of the contracting parties.

Potential Share Price Movers

• Significant potential dilution from conversion of Preferred Stock to Common Stock at a floating discount price, subject to a floor, could pressure the share price.
• Restoration of Nasdaq listing compliance could be a positive catalyst if confirmed, as it reduces risk of delisting.
• Successful capital raise strengthens the balance sheet and may be viewed positively, but the risk of dilution remains high.

Disclaimer: The above article is for informational purposes only and does not constitute investment advice. All statements regarding Aspire Biopharma Holdings, Inc. are based on its SEC filings and public disclosures as of April 16, 2026. Investors should consider the risk of dilution and other factors discussed herein, and consult with their financial advisor prior to making any investment decisions.

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