Filed 2026-03-30 · Period ending 2025-12-31 · 88,854 words · SEC EDGAR
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# Aspire Biopharma Holdings, Inc. (ASBP) — 10-K **Filed:** 2026-03-30 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-013682 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1847345/000149315226013682/) **Origin leaf:** fd1250b09f11d0f7604d64f587136658c84dc6ae13a08a743fcdcf78dd9f0166 **Words:** 88,854 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** **(Mark One)** ** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended December 31, 2025** ** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the transition period from to** **Commission file number: 001-41293** **Aspire Biopharma Holdings, Inc.** **(Exact name of registrant as specified in its charter)** | Delaware | | 33-3467744 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) | | | 23150 Fashion Dr., Suite 232 Estero, FL | | 33928 | | | (Address of principal executive offices) | | (Zip Code) | | **Registrants telephone number, including area code : (908) 987-3002** **Securities registered pursuant to Section 12(b) of the Act:** | Title of Each Class: | | Trading Symbol(s) | | Name of Each Exchange on Which Registered: | | | | | | | | | | Common Stock, par value $0.0001 per share | | ASBP | | The Nasdaq Stock Market LLC | | | Warrants, each exercisable for one share of common stock | | ASBPW | | The Nasdaq Stock Market LLC | | **Securities registered pursuant to Section 12(g) of the Act: None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | Emerging growth company | | | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of June 30, 2024, the last business day of the Registrants most recently completed second fiscal quarter, there was no established public market for the Registrants common equity and, therefore, the Registrant cannot calculate the aggregate market value of its common equity held by non-affiliates as of such date. The aggregate market value of the voting stock (ordinary shares) held by non-affiliates of the registrant as of the close of business on December 31 2025, the last business day of the registrants most recently completed fiscal year, was approximately $17.4 million based on the closing sale price of the Class A ordinary shares on the Nasdaq Stock Market LLC on that date. Common stock held by each executive officer, director and by each person known to the registrant who owned 5% or more of its outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 27, 2026, there were 5,024,124 shares of Common Stock, par value $0.0001 per share, of the registrant issued and outstanding. Documents incorporated by reference: None. | | | **TABLE OF CONTENTS** | | | PAGE | | | PART I | | 5 | | | Item 1. | Business. | 5 | | | Item 1A. | Risk Factors. | 24 | | | Item 1B. | Unresolved Staff Comments. | 45 | | | Item 1C. | Cybersecurity | 45 | | | Item 2. | Properties. | 45 | | | Item 3. | Legal Proceedings. | 45 | | | Item 4. | Mine Safety Disclosures. | 45 | | | | | | | | PART II | | 46 | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. | 46 | | | Item 6. | Reserved. | 46 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. | 46 | | | Item 7A. | Quantitative and Qualitative Disclosures about Market Risk. | 67 | | | Item 8. | Financial Statements and Supplementary Data. | 68 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 68 | | | Item 9A. | Controls and Procedures. | 68 | | | Item 9B. | Other Information. | 68 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 68 | | | | | | | | PART III | | 69 | | | Item 10. | Directors, Executive Officers and Corporate Governance. | 69 | | | Item 11. | Executive Compensation. | 74 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 76 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 84 | | | Item 14. | Principal Accountant Fees and Services. | 87 | | | | | | | | PART IV | | 88 | | | Item 15. | Exhibits, Financial Statements and Financial Statement Schedules. | 88 | | | Item 16. | Form 10-K Summary. | 88 | | | 2 | | | | | **CERTAIN TERMS** Unless otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to: | | | board of directors or board are to the board of directors of the Company; | | | | | | | | | | Business Combination are to our merger with Aspire Biopharma, Inc., a Puerto Rico corporation of February 17, 2025; | | | | | | | | | | Colonial are to Colonial Stock Transfer Co, Inc., our transfer agent and warrant agent. | | | | | | | | | | Companies Act are to the Companies Act (2023 Revision) of the Cayman Islands as the same may be amended from time to time; | | | | | | | | | | Common Stock is our current common stock, par value $0.0001. | | | | | | | | | | DWAC System are to the Depository Trust Companys Deposit/Withdrawal At Custodian System; | | | | | | | | | | Exchange Act are to the Securities Exchange Act of 1934, as amended; | | | | | | | | | | equity-linked securities are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination; | | | | | | | | | | FINRA are to the Financial Industry Regulatory Authority; | | | | | | | | | | founder shares are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be public shares); | | | | | | | | | | GAAP are to the accounting principles generally accepted in the United States of America; | | | | | | | | | | initial business combination are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; | | | | | | | | | | initial public offering or IPO are to the initial public offering that was consummated by the Company on February 23, 2022; | | | | | | | | | | initial shareholders are to the Original Sponsor (PowerUp Sponsor LLC), the Sponsor (SRIRAMA Associates, LLC), and each of their permitted transferees; | | | | | | | | | | Investment Company Act are to the Investment Company Act of 1940, as amended; | | | | | | | | | | JOBS Act are to the Jumpstart Our Business Startups Act of 2012; | | | | | | | | | | Turner, Stone and Company are to Turner, Stone and Company, LLP, our current independent registered public accounting firm; | | | | | | | | | | Nasdaq are to the Nasdaq Stock Market LLC; | | | | | | | | | | Original Sponsor are to PowerUp Sponsor LLC, a Delaware limited liability company; | | | | | | | | | | PCAOB are to the Public Company Accounting Oversight Board (United States); | | | | | | | | | | placement warrants are to the 244,083 redeemable warrants purchased by our Original Sponsor in the private placement and 359,974 public placement warrants, after giving effect to the 1 for 40 reverse stock split; | | | 3 | | | | | | | | public shareholders are to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares; provided that our initial shareholders status as a public shareholder will only exist with respect to such public shares; | | | | | | | | | | public warrants are to our warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); | | | | | | | | | | Report are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025; | | | | | Sarbanes-Oxley Act are to the Sarbanes-Oxley Act of 2002; | | | | | | | | | | SEC are to the U.S. Securities and Exchange Commission; | | | | | | | | | | Securities Act are to the Securities Act of 1933, as amended; | | | | | | | | | | Sponsor are to SRIRAMA Associates, LLC, a Delaware limited liability company, which is not currently controlled by, nor has substantial ties with, non-U.S. persons. Additionally, all officers and directors of the Company are U.S. citizens and U.S. residents; | | | | | | | | | | units are to the units sold in our initial public offering, which consisted of one Class A ordinary share and one-half of one redeemable warrant; | | | | | | | | | | warrants are to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market) and the private placement warrants; and | | | | | | | | | | we, us, our, Aspire, Company or our company are to Aspire Biopharma Holdings, Inc. a Delaware corporation. All share numbers in this Report give effect to the 1 for 40 reverse stock split effected on January 16, 2026. | | **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Report, including, without limitation, statements under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including the words believes, estimates, anticipates, expects, intends, plans, may, will, potential, projects, predicts, continue, or should, or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on managements current expectations, but actual results may differ materially due to various factors, including, but not limited to: | | | our ability to select an appropriate target business or businesses; | | | | | | | | | | our ability to complete our initial business combination; | | | | | | | | | | our expectations around the performance of a prospective target business or businesses; | | | | | | | | | | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | | | | | | | | | | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; | | | | | our potential ability to obtain additional financing to complete our initial business combination; | | | | | | | | | | our pool of prospective target businesses; | | | | | | | | | | the ability of our officers and directors to generate a number of potential business combination opportunities; | | | | | | | | | | our public securities potential liquidity and trading; | | | | | | | | | | the lack of a market for our securities; | | | | | | | | | | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; | | | | | | | | | | the trust account not being subject to claims of third parties; or | | | | | | | | | | our financial performance. | | The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited, to those factors generally described or identified under Item 1A of this Report under the heading Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. | 4 | | | | | **PART I** **Item 1. Business.** **Overview** Aspire is an early-stage biopharmaceutical company. As a Delaware corporation formed in February 2025, the Company engages in the business of developing and marketing the disruptive technology for novel sublingual delivery mechanisms initially for known drugs. Prior to our Business Combination we were a privately held Puerto Rico corporation incorporated in September 2021. Our internet address is www.aspirebiolabs.com. **Business Plan** **** We expect to generate revenue through developing and marketing drugs and nutraceuticals using the technology for the novel sublingual delivery. Further, from time to time, we may enter into license or collaboration agreements with other companies that include development funding and significant upfront and milestone payments and/or royalties, which may become an important source of our revenue. Accordingly, our revenue may depend on development funding and the achievement of development and clinical milestones under current and any potential future license and collaboration agreements and sales of our products, if approved. We do not currently have any licensing or collaboration agreements. **Manufacturing** We currently contract with third parties for the manufacture of our product candidates for preclinical studies, clinical trials, and sale, and intend to do so in the future. We do not own or operate manufacturing facilities for the production of clinical or commercial quantities of our product candidates. We currently have no plans to build our own clinical or commercial scale manufacturing capabilities. To meet our projected needs for commercial manufacturing, third parties with whom we currently work will need to increase their scale of production or we will need to secure alternate suppliers. Although we rely on contract manufacturers, we have personnel with manufacturing experience to oversee our relationships with contract manufacturers. We entered into a development and manufacturing agreement with a contract manufacturer, Glatt, in the fourth quarter of 2024, under which Glatt produced sufficient quantities of our high-dose sublingual aspirin product (sometimes referred to informally herein as Instaprin for ease of reference) for our clinical trials required to obtain U.S. Food and Drug Administration (the FDA) approval to market the product and complete clinical trials. Glatt currently has the capabilities to manufacture our aspirin drug product for potential commercial use, however, their current capacity may be insufficient to meet our planned needs and may require us to engage additional or alternative third-party manufacturers in the future. In addition, we have entered into a fill-and-finish agreement with a contract manufacturer to convert the aspirin product manufactured by Glatt into packaged drug product that can be utilized in clinical trials. We believe that both Glatt and the fill-and-finish contract manufacturer are compliant under current good manufacturing practice or (cGMP), requirements and have experience with cGMP inspections of their respective facilities. We have also entered into a manufacturing agreement with Microsize, a contract development and manufacturing organization or (CDMO) in Quakertown, PA in January 2026 to manufacture aspirin products for the next round of clinical trials of the high-dose aspirin for myocardial infarction. We used drug product manufactured by Glatt to conduct clinical trials to support approval of a section 505(b)(2) New Drug Application (NDA) for the aspirin product. A successful clinical trial was completed in July 2025 in Florida studying the pharmacokinetics of aspirin and its metabolites in blood following sublingual administration of a single dose of each of two different formulations of our aspirin drug product and a single dose of standard oral aspirin. This trial enrolled six healthy adult volunteers with each dose separated by a washout period of fourteen days and provided information required to (i) select the optimal drug product formulation and (ii) support FDA approval. This trial also studied sublingual administration of our aspirin products and how it delivers therapeutic concentrations of drug into the bloodstream, comparable to those of standard oral aspirin, but faster and without gastro-intestinal toxicity associated with oral aspirin. This clinical trial concluded in July, 2025. We received the final report in September 2025. The results of the clinical trials were positive, demonstrating that Aspires sublingual delivery technology results in much faster aspirin bioavailability in the blood (compared to aspirin tablets) and that the anti-coagulant property of aspirin occurs much quicker with Aspires product. These results will be the backbone of a 505(b)(2) submission to the FDA planned for late 2026. **Commercialization of Aspirin Products** We have not yet established a sales, marketing or product distribution infrastructure for our aspirin products because our lead product candidates are still in early-stage clinical development. We generally plan to retain commercial rights in the United States for our product candidates for which we hope to receive marketing approvals. We believe that it will be possible for us to access the heart attack and stroke prevention market through a targeted hospital and/or specialty care sales force. We are also strongly considering the licensing of the aspirin products and have received inquiries about the availability of that produce for license. Subject to receiving marketing approvals, we expect to commence commercialization activities by building a focused sales and marketing organization in the United States to sell our products, as well as the creation of a dedicated Medical Affairs team to support commercialization efforts. If we license our products, we expect our licensees to do this. We believe that such an organization will be able to address the physicians who are the key specialists in treating the patient populations for which our product candidates are being developed. Outside the United States, we expect to enter into distribution and other marketing arrangements with third parties for any of our product candidates that obtain marketing approval. We also plan to build a marketing and sales management organization to create and implement marketing strategies for any products that we market through our own sales organization and to oversee and support our sales force. The responsibilities of the marketing organization would include developing educational initiatives with respect to approved products and establishing relationships with thought leaders in relevant fields of medicine. | 5 | | | | | **Our Products** The Company has developed and acquired disruptive sublingual delivery technologies that are a patent-pending formulation which address emergencies and drug efficacy, dosage management, and response time. In March 2023, the Company filed application number 63/456,290 with the United States Patent and Trademark Office (USPTO) with the goal of securing patent protection for its new technology and aspirin formulation. The Companys new patent pending formulation is a significant improvement on the previous formulation which was acquired by the Company through the Instaprin Pharmaceuticals, Inc. acquisition (described below). This technology will facilitate development of any number of products in a soluble, PH neutral, fast acting powder or granule form which has been developed by using our patent pending formulation, and trade secret process. Aspires drug delivery comes from a new mechanism of action (absorption pathway) which allows for rapid sublingual absorption. The benefits of rapid absorption are to provide rapid treatment impact and also allows high dose absorption. The Companys patent pending delivery system includes components specifically formulated to allow rapid sublingual absorption of drugs into the blood stream, thus by-passing the gastrointestinal tract. A second patent application was filed in October 2024 for a high-dose version of our sublingually administered aspirin product (application number 63/702,381) using a micelle variation on our technology which can be used with a variety of substances. In the initial development launch of its aspirin product, Aspire has focused on the delivery of aspirin, which may be the most studied and accepted analgesic and anti-inflammatory drug on the market. Aspirin is over a century old and is traditionally available in several forms, including effervescence, powder, capsule, and tablet. Over 100 years of documented safety and efficacy data is readily available. Aspirin is the only drug in history to receive a certified recommendation by the FDA for heart attack, stroke and colon cancer. However, current aspirin applications are limited due to side effects from acidity. We expect that our aspirin product will be well positioned to target the current Opioid Crisis globally due to its ability to have large doses rapidly be absorbed in the bloodstream with no harmful effects to the gastric system and its mucous membrane, as well as, at full strength with no dilution due to metabolic impact providing approval request in 2026 for the prescription strength high dose aspirin product given the history of Aspirin (and over 100 years of history) and clinical trial results. **Current Development Status of Aspires Aspirin Product** Aspires cGMP batch of high-dose aspirin was manufactured by Glatt in its New Jersey facility in March 2025. Glatt used this batch to finalize the packaging and manufacturing process, and to provide the products which were used in the clinical trials which took place in Florida and ended in July 2025, with the final clinical trial study results provided to Aspire on September 5, 2025. Glatts scientific team will also be conducting the stability testing required by the FDA on this batch to determine product shelf life. This is in addition to prior similar initial testing done in 2022 by Glatt which provided important background data on the stability and manufacturing process for Aspires low dose sublingual aspirin product. Aspires new manufacturer, Microsize, is currently conducting tests, making product improvements and preparing the high-dose product for the next clinical tests. Aspires consultants have completed (1) a comprehensive review of relevant regulatory issues and regulatory strategy (including regulations, guidance documents, FDA reviews of approved NDAs for other relevant products, Pediatric Research Equity Act requirements, FDAs trade name approval requirements, opportunities for accelerated regulatory processes, etc.), (2) a comprehensive summary of relevant safety, efficacy and pharmacokinetic data to support IRB approvals, IND, and 505(b)(2) NDA approval, (3) a target product profile (including product description, composition, strength, route of administration, prescription v. OTC, indications, dosing and claims to differentiate from other aspirin products), and (4) an integrated product development plan (including plans to support each module of an NDA submission: CMC, preclinical safety, human PK, clinical safety, clinical efficacy, timelines, critical path, Gantt chart, etc.). These reviews were done in preparation for Aspires communication with the FDA, its clinical testing, and its NDA. | 6 | | | | | Aspire recently conducted an in vivo single-dose bioavailability study in healthy human volunteers which ended in July 2025. The final clinical trial report was received on September 5, 2025. This clinical trial evaluated pharmacokinetic endpoints including but not limited to maximum concentrations of aspirin and/or its metabolites in plasma (Cmax), time of maximum concentrations (Tmax), and area under the time curve concentrations (AUC) following sublingual dosing of two different pharmaceutical formulations of Aspires sublingual aspirin compared to standard oral aspirin. Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure of platelet inhibition) was evaluated as a secondary endpoint. Data from this bioavailability study will be used to select the optimal pharmaceutical formulation of aspirin and to support filing of an NDA. This trial was exempt from Investigational New Drug (IND) filing requirements under 21 C.F.R. 320.31(d) because it is a human bioavailability trial of an FDA-approved active ingredient that is not a new chemical entity, a radioactively labeled drug product, or cytotoxic drug product, using a dose not exceeding the dose specified in the labeling of the approved drug product, conducted in compliance with the requirements for review by an Institutional Review Board (IRB), with reserve test article samples retained by the study sponsor. The results showed that Aspires product entered the bloodstream faster than conventional aspirin and had a more significant impact on TxB2 than conventional aspirin. Management believes that both results are very positive. Following receipt and analysis of the clinical trial results, Aspire submitted a pre-IND written request to the FDA on October 31, 2025, to which the FDA responded positively on November 13, 2025, essentially approving the proposed next clinical trial using approximately 32 healthy human volunteers to evaluate the pharmacodynamic effect of a single dose of Aspires high dose aspirin on platelet inhibition compared to that of standard oral aspirin. The proposed primary endpoint for an additional trial would be time to TXB2 inhibition. Variability of TXB2 inhibition and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed as secondary endpoints. If needed, the additional trial will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect (TXB2 inhibition) following administration of Aspires aspirin compared to standard oral aspirin (standard of care for treatment of suspected acute myocardial infarction). Aspire is hoping to conduct this next trial starting in summer 2026. Following completion of this additional trial, Aspire plans to submit a section 505(b)(2) NDA for Aspires aspirin product to the FDA seeking approval to market the product for treatment of suspected acute myocardial infarction. Additional clinical trials focused on differentiating Aspires aspirin from standard oral aspirin based on TXB2 inhibition and gastrointestinal irritation, ulceration and bleeding during longer term use may be conducted to support subsequent 505(b)(2) NDAs and/or supplemental NDAs for our aspirin in other therapeutic indications focused on the antithrombotic and analgesic effects of aspirin. Aspire continues to improve its aspirin product through testing and research. **Current Development Status of Other Products** Melatonin:Aspires scientists have developed a working formulation for a sublingually administered melatonin sleep-aid product, in 3mg, 5mg, and 10mg doses and has created a batch of product and completed limited testing. Aspire may, although it is not required to, conduct a limited pharmacokinetic study using at least eight volunteers, comparing to orally administered melatonin products on the market, in order to support its claims and labeling. No FDA approval is required for melatonin, which is sold as a supplement. Melatonin is a popular sleep aid and Aspire has begun exploring licensing possibilities. The Company has filed for patent protection of its melatonin formulation in patent application 63/890,248 filed on 9/25/25 (part of the Omnibus Patent). Vitamins:Aspires scientists have developed a working formulation for sublingually administered vitamins D, E and K. The Company has filed for patent protection of its vitamin products in the Omnibus Patent. ED Medication:Aspires scientists are also developing a working formulation for a sublingual ED (erectile dysfunction) product. The timeline to market will be similar depending on the speed of formulation, availability of resources, market conditions and other factors. FDA approval would likely take at least 2-3 years as ED medication is not likely a candidate for fast-track/breakthrough therapy approval. The Company has filed for patent protection of its ED formulation in the Omnibus Patent. Caffeine Products:Aspire has developed a working formula for a single serving sublingual pre-workout supplement, using its patent-pending sublingual absorption technology. Aspire manufactured trial runs of this supplement and conducted consumer and safety testing in the second quarter of 2025. Aspire entered into a manufacturing agreement with Desert Stream, Inc., (Nephi, UT) a nutrition and supplement manufacture with experience in caffeine products, through its wholly-owned subsidiary Buzz Bomb Caffeine Company LC. Aspire and Desert Stream have developed a half dozen flavors of the product. Aspire has registered several trademarks that it intends to use with these products and obtained domain names as well. Aspire unveiled its caffeine product at two large fitness conventions in the first week of August 2025 and began selling initial versions of its caffeine products in the third quarter of 2025. After that product was well-received, Aspire entered into a manufacturing contract with Supranaturals (Springville, UT) to manufacture 2,000,000 units of its caffeine supplement which is marketed under the trademark Buzz Bomb (see buzzbombcaffeine.com). The marketing of these newly-branded 2,000,000 units began on January 15, 2026. | 7 | | | | | Other Products:Aspires scientists have created formulations for anti-nausea products (meclizine and ondansetron), alprazolam, clopidogrel, microdose nicotine, and semaglutide, and are considering formulations for anti-psychotic products, seizure medication, and several other classes of drugs, all using our sublingual mode of administration. We anticipate taking several of these products to market as the research and development dictates, as well as market conditions and company funding. Aspire has filed patents protecting several of these products: nicotine (Omnibus Patent), alprazolam (patent application 63/957,370 filed 1/9/26), meclizine (patent application 63/971,320 filed 1/29/26), clopidogrel (patent application 63/957,361 filed 1/9/26), and ondansetron (patent application 63/970,377 filed on 1/28/26). **Competition** The biopharmaceutical industry is characterized by rapidly advancing technologies, intense competition and strong emphasis on proprietary products. While we believe that our sublingual absorption technology, knowledge, experience and scientific resources provide us with competitive advantages, we face potential competition from many sources, including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions and government agencies and public and private research institutions. Any product candidates that we successfully develop and commercialize will compete with existing therapies and new therapies that may become available in the future. Many of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of treatments and commercializing those treatments. These same competitors may invent technology that competes with our product candidates. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller number of our competitors. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical study sites and subject registration for clinical studies, as well as in acquiring technologies complementary to, or necessary for, our programs. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. We expect any products that we develop and commercialize to compete on the basis of, among other things, efficacy, safety, convenience of administration and delivery, price, the level of generic or biosimilar competition and the availability of adequate reimbursement from government and other third-party payors. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market. In addition, we expect that our products, if approved, will be priced at a premium over competitive generic products and our ability to compete may be affected in many cases by insurers or other third-party payors seeking to encourage the use of generic products. We expect that Aspires aspirin products will compete with currently approved products, such as Bayer aspirin, Advil and Tylenol, and, if approved, other product candidates currently under development. To our knowledge, there are currently no sublingual aspirin products on the market and none listed inside of the Food and Drug Administrations (the FDA) Approved Drug Products with Therapeutic Equivalence Evaluations book, also known as the Orange Book. | 8 | | | | | **Intellectual Property** Our commercial success depends in part on our ability to obtain and maintain proprietary or intellectual property protection for our drug candidates, including our drugs and supplements using our patent-pending sublingual absorption technology, and other know-how; to operate without infringing on the proprietary rights of others; and to prevent others from infringing our proprietary or intellectual property rights. Our practice is to seek to protect our proprietary and intellectual property position by, among other methods, filing U.S. and international patent applications related to our proprietary drug candidates, inventions and improvements that are important to the development and implementation of our business. We also rely on trade secrets, know-how and continuing technological innovation to develop and maintain our proprietary and intellectual property position. Any patents granted from national/regional phase applications of International Application No. PCT/US2024/022318 (which claims priority to U.S. Application No. 63/456,290) or applications claiming priority to International Application No. PCT/US2024/022318 will have a nominal expiration of March 29, 2044. The Company further intends to file a PCT application on October 1, 2025, claiming priority to U.S. Application No. 63/702,381. Any patents granted from national/regional phase applications of this PCT application or applications claiming priority to this PCT application will have a nominal expiration of October 1, 2045. The patent applications cover composition of matter (formulations), including product-by-process coverage, as well as uses of the formulations. Provisional patent application Serial No. 62/794,141 expired on January 19, 2020. Prior to expiration of 62/794,141, two non-provisional patent applications were filed under the Patent Cooperation Treaty (PCT), each claiming priority to 62/794,141. These PCT applications have PCT Application Nos. PCT/US2020/013863 and PCT/US2020/014218, respectively. National/regional phase entries of these PCT applications were due on July 18, 2021, or August 18, 2021, depending on the specific country/region. No national/regional phase entries were completed by the deadlines. The expired patent properties do not describe Aspires aspirin formulation technology. Aspires aspirin formulation technology is covered by pending patent application nos. PCT/US2024/022318 and 63/702,381, which are Aspires primary patent properties. The expired patent properties were intended to supplement the later-filed primary patent properties covering Aspires aspirin formulation technology. At the time of its acquisition of assets, Aspire was not aware that the patent properties had expired. Aspires Omnibus Patent to extend its novel intellectual property rights to cover many other classes of drugs and supplements was filed in October 2025, as set forth above. In addition, Aspire has file the patents referred to above and intends to file further patents as warranted. Trademark Registration No. 4823125 (granted from Trademark Serial No. 86274378) was cancelled on April 8, 2022, for failure to file maintenance documents due on March 29, 2022. Aspire was not aware of the March 29, 2022, filing deadline at the time of the Asset Purchase Agreement, which was executed one day prior to the filing deadline. Aspire has filed new trademark application Serial No. 98793226, which covers the Instaprin mark. The Company believes that it is important to note that while the previously acquired intellectual property is dead or expired, Aspire has used these technologies and relationships as the foundation of their new patent applications and formulations. Aspires management had always intended to build upon the acquired intellectual property assets and enhance the patent protections and apply the technology to new patented products and classes of products. Aspire has maintained the relationships with the individuals who cultivated the original science and research. Aspire has built upon these technologies, research, and relationships to improve and expand upon the previous intellectual property as reflected in their most recent patent applications. The following table sets forth details of our intellectual property registrations and applications: IP Schedule for Aspire Biopharma, Inc. as of February 17, 2026 | PATENT FILINGS | | | Country | | Substance | | Application No. | | Filing Date | | Status | | | United States | | ORAL MUCOSAL FORMULATIONS OF ALPRAZOLAM | | 63/957,370 | | 09-Jan-2026 | | Pending | | | | | | | | | | | | | | World Intellectual Property Organization | | LOWER DOSE ASPIRIN | | 63/456,290 | | 03-Mar-2023 | | Pending | | | | | | | | | | | | | | United States | | HIGHER DOSE ASPIRIN | | 63/702,381 | | 02-Oct-2024 | | Pending | | | | | | | | | | | | | | United States | | ORAL MUCOSAL FORMULATIONS OF CLOPIDOGREL | | 63/957,361 | | 09-Jan-2026 | | Pending | | | | | | | | | | | | | | United States | | ORAL MUCOSAL FORMULATIONS OF MECLIZINE | | 63,971,320 | | 29-Jan-2026 | | Pending | | | | | | | | | | | | | | United States | | ORAL MUCOSAL FORMULATIONS OF ONDANSETRON | | 63/970,377 | | 28-Jan-2026 | | Pending | | | | | | | | | | | | | | United States | | VARDENAFIL (OMNIBUS) | | 63/890,248 | | 29-Sep-2025 | | Pending | | | | | | | | | | | | | | United States | | CAFFEINE (OMNIBUS) | | 63/890,248 | | 29-Sep-2025 | | Pending | | | | | | | | | | | | | | United States | | MELATONIN (OMNIBUS) | | 63/890,248 | | 29-Sep-2025 | | Pending | | | | | | | | | | | | | | United States | | NICOTINE (OMNIBUS) | | 63/890,248 | | 29-Sep-2025 | | Pending | | | | | | | | | | | | | | United States | | VITAMIN A (OMNIBUS) | | 63/890,248 | | 29-Sep-2025 | | Pending | | | 9 | | | | | | TRADEMARK FILINGS | | | Country | | Wordmark | | Serial No. / Registration No. | | Filing or Registration Date | | Status | | | United States | | BOMB SQUAD | | 97755121 | | 15-Jan-2023 | | Pending | | | | | | | | | | | | | | United States | | BUZZ BOMB | | 99447682 | | 16-Oct-2025 | | Pending | | | | | | | | | | | | | | United States | | BUZZ BOMB | | 99146781 | | 20-Apr-2025 | | Approved | | | | | | | | | | | | | | United States | | BUZZ BOMB | | 99287743 | | 16-Jul-2025 | | Pending | | | | | | | | | | | | | | United States | | COFFEE SHOT | | 99169570 | | 5-May-2025 | | Pending | | | | | | | | | | | | | | United States | | COFFEE SHOT | | 99287764 | | 16-Jul-2025 | | Pending | | | | | | | | | | | | | | United States | | CAFFEINEACCELERATED | | 99287826 | | 16-Jul-2025 | | Approved | | | | | | | | | | | | | | United States | | WITHOUT THE CUP | | 99287858 | | 14-Oct-2025 | | Pending | | | | | | | | | | | | | | United States | | INSTRAPRIN | | 98793226 | | 15-Apr-2025 | | Pending | | We also hold numerous domains, including, but not limited to, aspire-biopharma.com, aspirebiolabs.com, and buzzbombcaffeine.com. Additionally, Aspire plans to enter into customer and license agreements to protect its intellectual property. All other intellectual property is in the form of trade secrets, business methods and know-how and is protected through intellectual assignment and confidentiality agreements with Aspire employees, advisors and consultants. **Government/ Regulatory Approval and Compliance** Government authorities in the United States, at the federal, state and local level, and in other countries and jurisdictions, including the European Union, extensively regulate, among other things, the research, development, testing, manufacture, pricing, quality control, approval, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and reporting, and import and export of pharmaceutical products. The processes for obtaining marketing approvals in the United States and in foreign countries and jurisdictions, along with compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources. The Company has filed patent applications for sublingual aspirin products and other products, as set forth above. The Company believes that this novel use of aspirin, and the claims, will be beneficial for some patients who are in need of aspirin products that speed the delivery of the aspirin and avoid the gastric tract (and the powder/granule form under the tongue will be useful for those who cant swallow aspirin pills or capsules). While the FDA has not yet approved this delivery mechanism, the Company believes that they will be able to demonstrate that the delivery can be accomplished safely and effectively and improve patient outcomes. The recently completed clinical trials support this. The current method of aspirin administration (oral) poses some gastric system issues. The Company will develop a plan of action to discuss with the FDA and seek approval for sublingual administration and has retained appropriate and experienced consultants. The Company has successfully accomplished the cGMP manufacturing of its high-dose aspirin product for recently completed clinical trials in support of our FDA approval and received a positive response to its Pre-IND meeting request letter. | 10 | | | | | **Licensure and Regulation of Drug Products in the United States** In the United States, our candidate products are regulated under the Federal Food, Drug and Cosmetic Act, or FDCA, and applicable implementing regulations and guidance. The failure of an applicant to comply with the applicable regulatory requirements at any time during the product development process, including non-clinical testing, clinical testing, the approval process or post- approval process, may result in delays to the conduct of a study, regulatory review and approval, and/or administrative or judicial sanctions. These sanctions may include, but are not limited to, the FDAs refusal to allow an applicant to proceed with clinical trials, refusal to approve pending applications, license suspension or revocation, withdrawal of an approval, warning letters, adverse publicity, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, and civil or criminal investigations and penalties brought by the FDA or Department of Justice, or DOJ, or other government entities, including state agencies. **Preclinical Studies and Investigational New Drug Application** Before an applicant begins testing a compound with potential therapeutic value in humans, the product candidate or compound enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, formulation and stability, as well as other studies to evaluate, among other things, the toxicity of the product candidate. The conduct of the preclinical tests and formulation of the compounds for testing must comply with federal regulations and requirements, including GLP regulations and standards. The results of the preclinical tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an IND. Some long- term preclinical testing, such as animal tests of reproductive adverse events and carcinogenicity, and long-term toxicity studies, may continue after the IND or NDA is submitted. **Recent Developments** *Asset Purchase Agreement (APA) with Instaprin Pharmaceuticals Inc.* On March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.s (Instaprin), intangible assets, inclusive of U.S. Patent No. 62/794141, International Publication No. 2020/15460 A1 and WO 2020/150685 A1, and the Instaprin U.S. Trademark No. 86274378, trade secrets and proprietary information, all applications for any of the foregoing, commercial and scientist relationships, and any license or agreements granting rights related to the foregoing. The purchase price for the Acquired Assets (as defined in the APA) was $3,628,325 plus interest thereon, to be paid to the SEC on behalf of Instaprin in satisfaction of the SECs judgment against Instaprin and its former CEO, from sales of the product, as follows: 20% from the first $5,000,000 of sales and 10% from sales thereafter until the entire contingent purchase price obligation is satisfied. Additionally, ten percent (10%) of the Companys equity was to be delivered at Closing, in proportion to their equity holdings in the Company, to be issued to a Trustee for the former Instaprin Shareholders, along with an additional ten percent (10%) of the Companys equity to be issued to Instaprins service providers, pursuant to a stock incentive plan to be adopted. As of September 30, 2025, the Company has not recorded the assets from the APA due to the contingent nature of the transaction. As an asset of Aspire Biopharma Inc., Instaprin could pose risks to Aspire Biopharma Inc. and its shareholders, including but not limited to those described under Risk Factors in this Offering. *Recapitalization* On August 26, 2024, PowerUp Acquisition Corp. (PowerUp) entered into an Agreement and Plan of Merger (as amended from time to time, the Reverse Recapitalization Agreement) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), the New Sponsor, Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto Rico corporation. | 11 | | | | | On the Closing Date, Merger Sub merged with and into Aspire Biopharma, Inc, with Aspire Biopharma, Inc being the surviving company. After giving effect to the Reverse Recapitalization, Aspire Biopharma, Inc became a wholly-owned subsidiary of Aspire Biopharma Holdings Inc., a Delaware corporation (f/k/a PowerUpAcquisition Corp.) (New Aspire). In accordance with the terms and subject to the conditions of the Reverse Recapitalization Agreement and the Proposed Charter, at Closing Date, the Aspire Biopharma, Inc Stockholders collectively received, in the aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of New Aspire Common Stock with an aggregate value equal to (a) $350 million less (b) the amount by which Aspire Biopharma, Incs cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by PowerUp), if any, less (c) Aspires Indebtedness at Closing. To the satisfaction or waiver of the conditions of the Reverse Recapitalization Agreement, PowerUp migrated out of the Cayman Islands and domesticated as a Delaware corporation. Also prior to the Closing Date, Aspire Biopharma, Inc deregistered as a Puerto Rican entity and domesticated as a Delaware corporation (the Aspire Domestication) in accordance with Section 3746 of the Puerto Rico General Corporations Act (as amended) and Section 388 of the Delaware General Corporation Law. Pursuant to the Aspire Domestication, Aspire Biopharma Inc.s jurisdiction of incorporation was changed from Puerto Rico to the State of Delaware. In connection with the Aspire Domestication, all issued and outstanding shares of Aspire Biopharma Inc.s pre-domestication voting common stock, Series A preferred stock, and any unconverted warrants automatically converted, on a one-for-one basis, into shares of the post-domesticated entitys common stock, stock, and warrants, respectively. In connection with the PowerUp Domestication, prior to the consummation of the Reverse Recapitalization (the Closing Date): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the Class A common stock), of PowerUp converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of Class A common stock, par value $0.0001 per share, of New Aspire (the New Aspire Class A Common Stock); and (ii) each issued and outstanding whole warrant to purchase Class A common stock of PowerUp automatically represented the right to purchase one share of New Aspire Class A Common Stock, at an exercise price of $460 per share, after giving effect to the 1 for 40 reverse stock split, on the terms and conditions set forth in the Warrant Agreement, dated as of February 17, 2022, by and between PowerUp and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent, also referred to herein as the Transfer Agent) (the Warrant Agreement). Immediately following the PowerUp Domestication, (i) the New Aspire Class A Common Stock reclassified as common stock, par value $0.0001 per share (the New Aspire Common Stock); (ii) each issued and outstanding unit of PowerUp that has not been previously separated into the underlying Class A ordinary share and underlying one-half of one warrant upon the request of the holder thereof were cancelled and entitled the holder thereof to one share of New Aspire Common Stock and one-half of one public warrant, with a whole public warrant representing the right to acquire one share of New Aspire Common Stock at an exercise price of $460 per share, after giving effect to the 1 for 40 reverse stock split, on the terms and conditions set forth in the Warrant Agreement; (iii) the governing documents of PowerUp were amended and restated and become the certificate of incorporation and the bylaws of New and (iv) the form of the certificate of incorporation and the bylaws were appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by the PowerUp shareholders, other than the amendments to the PowerUp governing documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing of the Reverse Recapitalization. No fractional warrants were issued upon the separation of units and only whole warrants are traded. Immediately prior to the effective time of the consummation of the Reverse Recapitalization, Aspire Biopharma, Inc caused (i) each share of Aspire Biopharma, Inc Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Aspire Common Stock at the then-effective conversion rate (the Preferred Conversion). All of the shares of Aspire Preferred Stock converted into shares of Aspire Common Stock were no longer outstanding and ceased to exist, and each holder of Aspire Biopharma, Inc Preferred Stock thereafter ceased to have any rights with respect to such Aspire Biopharma, Inc Preferred Stock. Aspire Biopharma, Inc caused each Aspire Biopharma, Inc warrant to be terminated in exchange for shares of Aspire Common Stock in accordance with the respective warrant agreements associated with each such warrant. On February 17, 2025 (the Closing Date), the Reverse Recapitalization was consummated. In connection with the consummation of the Reverse Recapitalization PowerUp Acquisition Corp. changed its name to Aspire Biopharma Holdings, Inc. | 12 | | | | | On February 17, 2025, the Company entered into a Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC, a sole member entity controlled by Aspires former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the Investors). Under the Securities Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (Debentures) in an aggregate principal amount of $3,750,000, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures (Requisite Holders), under the Securities Purchase Agreement (the Offering). The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Companys shares of common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Companys common stock provided that no conversion may be at a price per share less than the floor price of $4.00 per share. There are no amounts outstanding under the Debentures. In connection with the Reverse Recapitalization, on the Closing Date, certain officers, directors, and stockholders of Aspire Biopharma, Inc each entered into a non-competition agreement and lock-up agreements with the Company. The transaction was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PowerUp, who is the legal acquirer, was treated as the acquired company for financial reporting purposes and Aspire Biopharma, Inc was treated as the accounting acquirer. Aspire Biopharma, Inc has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under the redemption scenarios: | | Aspire Biopharma Incs existing stockholders will have more than 64.4% of the voting interest of New Aspire under both the no redemption and maximum redemption scenarios; | | | | | | | | Aspire Biopharma Incs senior management will comprise the senior management of New Aspire; | | | | | | | | the directors nominated by Aspire will represent the majority of the board of directors of New Aspire; | | | | | | | | Aspire Biopharma Incs operations will comprise the ongoing operations of New Aspire; and | | | | | | | | New Aspire will assume Aspires name. | | Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of a capital transaction in which Aspire is issuing stock for the net assets of PowerUp. The net assets of PowerUp will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Aspire Biopharma, Inc. *Equity line of credit Agreement* On February 13, 2025, the Company entered into a Purchase Agreement (ELOC Agreement) with Arena Business Solutions Global SPC II, Ltd. This ELOC Agreement was subsequently terminated on November 11, 2025 and replaced with the Second ELOC Agreement. See Prospectus Summary - Recent Developments - November 2025 Equity Line of Credit Agreement. | 13 | | | | | *Securities Purchase Agreement* On February 17, 2025, the Company entered into a Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC, a sole member entity controlled by Aspires former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the Investors). Under the Securities Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (Debentures) in an aggregate principal amount of $3,750,000 million, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures (Requisite Holders), under the Securities Purchase Agreement (the Offering). The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Companys shares of common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Companys common stock provided that no conversion may be at a price per share less than the floor price of $4.00 per share. The closing was consummated on February 20, 2025 (the SPA Closing) and the Company issued to the Investors Debentures in an aggregate principal amount of $3,750,000 (the Closing Debentures). The Closing Debentures were sold to the Investors for a purchase price of $3,000,000, representing an original issue discount of twenty percent (20%). The Company may issue additional Debentures under the terms of the Securities Purchase Agreement if the Requisite Holders agree. Any such additional closings would be in such amounts as the Company and the Requisite Holders mutually agree upon and would be subject to substantially the same closing conditions as the Closing Debentures. As a result of certain payments made on August 19, 2025, out of the Note offering and on February 6, 2026, there is no further balance on the Closing Debentures. As consideration for the Investors consummation of the SPA Closing, concurrently with the SPA Closing, the Company delivered, or caused to be delivered, to each Investor its pro rata portion of 52,663 shares of common stock (SPA Commitment Shares), after giving effect to the 1 for 40 reverse stock split, of which 25,000 were freely tradable, subject to a leak out agreement (the Leak Out Agreement) whereby each Investors sales may not exceed 15% of the daily trading volume of the common stock on the date of sale. *Convertible Notes* On August 19, 2025, the Company entered into a Securities Purchase Agreement (the August 2025 Securities Purchase Agreement) with certain investors (the Purchasers), pursuant to which the Company sold to the Purchasers certain notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000 (the August 2025 Notes) with a maturity date of February 19, 2026. The August 2025 Notes have a 20% original issue discount which is included in the aggregate principal amount of $9,687,500 and do not bear an interest rate. Of the $7,750,000 total funding under the August 2025 Securities Purchase Agreement, $4,500,000 was funded on August 19, 2025 (the first Tranche), $1,000,000 was funded on September 22, 2025 (the Second Tranche), and the balance of $2,250,000 (the Third Tranche) was funded on September 30, 2025. The Company incurred debt issuance costs of $907,500 which is capitalized and amortized over the term on the August 2025 Notes. The August 2025 Notes were converted in full and there is no further balance thereon. The August 2025 Notes were convertible (in whole or in part) at any time on or after the thirty-first (31st) day following the Issuance Date into such number of shares of Common Stock as shall be determined by dividing (x) that portion identified by the Purchaser of (A) the outstanding principal amount, plus (B) accrued and unpaid interest with respect to such outstanding principal amount of such Purchasers August 2025 Note and any other amounts owing under such August 2025 Note or other Transaction Documents (the as that term is defined in the August 2025 Notes) by (y) the conversion price then in effect on the date on which the Purchaser delivers a notice of conversion. The conversion price means the greater of (i) eighty (80%) percent of the lowest Closing Price on any Trading Day during the five (5) Trading Days prior to the applicable conversion date or (ii) the floor price (the Floor Price). The Floor Price means 20% of the average closing price of our Common Stock for the five days prior to the Closing Date. | 14 | | | | | In connection with the August 2025 Securities Purchase Agreement, the Company entered into a registration rights agreement, dated as of August 19, 2025 (the Registration Rights Agreement), pursuant to which the Company agreed to file the initial resale registration statement by no later than September 18, 2025, to register the resale of the Common Stock underlying the August 2025 Notes. The resale registration statement became effective on September 30, 2025. *Conversion of Notes* In October 2025 and November 2025, a total value of $9,523,683 of convertible notes were converted into 2,219,932 shares of common stock of the Company after giving effect to the 1-for-40 reverse stock split. To date, there is no outstanding balance under the August 2025 Notes. *Nasdaq Notices* On April 16, 2025, 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 Companys MVLS having been below the minimum level for the prior 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(C), the Company is entitled to a 180-day period, ending on October 13, 2025, to rectify the deficiency. In order to do so, the Company must achieve and maintain an MVLS of at least $50,000,000 or more for a minimum of 10 consecutive business days (Nasdaq may monitor the MVLS compliance for up to 10 consecutive business days). The second letter notified of the deficiency with regard to Rule 5450(a)(1) (the Bid Price Notice together with the MVLS Notice, the Notices), which requires the Company to maintain a minimum bid price of $1.00 per share (the Bid Price Rule) for continued listing on The Nasdaq Global Market. The Company did not regain compliance with the MVLS Rule or the Bid Price Rule within the relevant compliance periods. Accordingly, on October 15, 2025, (the October Letter) the Staff notified the Company that its securities were subject to delisting from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the Panel). Both items of noncompliance serve as an independent basis for delisting the Companys securities from Nasdaq. The Company retained an advisor and requested a hearing before the Panel and held the hearing. At the hearing, the Company was granted until February 17, 2026, to regain compliance with the two deficiencies. On February 3, 2026, the Company was notified that it had regained compliance with the Bid Price Rule. As a result of the Preferred Stock Offering, the Company met the $2,500,000 stockholders equity rule and on February 18, 2026 the Company received confirmation from Nasdaq that it meets the stockholders equity rule. There can be no assurance that the Company will be able to stay in compliance with all of the Nasdaq listing criteria. *Default Notices and Settlement Agreement* On April 1, 2025, the Company received two default notices, first citing failure to timely file the Companys Form 10-K by March 31, 2025 and for late filing of the Form S-1, as required by Blackstone Subscription Agreement discussed in Note 8, and second citing a cross default to the Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC as described in Note 9, both entities controlled by the Companys former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. that was terminated effective February 17, 2025. The Company maintains that it was not in default at any time since the Company filed Form NT 10-K and the required filings were made within the automatic extension period. On April 24, 2025, the Company entered into a settlement agreement (the Settlement Agreement) with Cobra Alternative Capital Strategies LLC, Blackstone Capital Advisors, Inc., and their affiliates (collectively, the Lenders) to resolve all matters related to previously issued notices of default and to amend certain outstanding loan agreements. Pursuant to the Agreement, the Lenders withdrew and cancelled all prior notices of default and acceleration previously delivered to the Company on April 1, 2025. Any alleged previous defaults under the Companys loan agreements were deemed cured, and all previous accelerations of payment were rendered null and void. The Company maintains that it was not in default at any time. Additionally, the Agreement provides for an extension of the maturity dates of key promissory notes by seventy-five (75) days, extending the earliest maturity date to August 15, 2025, and amending additional notes to extend their maturity dates to September 10, 2025. In connection with the Agreement, the Company agreed to issue 15,625 shares of common stock to Blackstone Capital Advisors, Inc. and to register those shares, along with certain other restricted securities, through the filing of a registration statement on Form S-1 no later than May 13, 2025. The registration statement was declared effective on May 29, 2025. | 15 | | | | | *Second ELOC Agreement* On November 11, 2025, the Company entered into the Second ELOC Agreement with Arena Business Solutions Global SPC II, Ltd. Under the Second ELOC Agreement, the Company has the right, but not the obligation, from time to time, to direct Arena to purchase up to $100,000,000 (the Commitment Amount) in shares of the Companys common stock (the ELOC Shares) upon satisfaction of certain terms and conditions contained in the Second ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering the resale of ELOC Commitment Shares (as defined below), the Transaction Fee Shares, and additional shares to be sold to Arena from time to time under the ELOC Agreement. The term of the Second ELOC Agreement began on the date of execution and ends on the earlier of (i) the first day of the month next following the 36-month anniversary of the execution date, (ii) the date on which Arena shall have purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the Second ELOC Agreement (the Commitment Period). During the Commitment Period, the Company may from time to time direct Arena to purchase ELOC Shares by delivering a notice (an Advance Notice) to Arena. The Company shall, in its sole discretion, select the amount of ELOC Shares requested by the Company in each Advance Notice. However, such amount may not exceed the Maximum Advance Amount (as defined in the ELOC Agreement), further provided that in no event shall the number of shares of Common Stock issuable to Arena pursuant to an Advance Notice cause Arena and its Affiliates to beneficially own a number of shares of Common Stock in excess of the Ownership Limitation (as defined in the Second ELOC Agreement. The purchase price to be paid by Arena for the ELOC Shares will be ninety-six percent (96%) of the VWAP (as defined in the Second ELOC Agreement) of the Companys common stock during the trading day commencing on the date of the Advance Notice, subject to adjustment pursuant to the terms of the Second ELOC Agreement. In consideration for Arenas execution and delivery of the Second ELOC Agreement, the Company agreed to issue or cause to be issued or transferred to Arena a number of shares of common stock equal to 250,000 divided by the lowest 1-Trading Day VWP of our common shares of the five (5) Trading Days immediately preceding the effectiveness of this registration statement (the Commitment Fee Shares). In addition, the Company has agreed to pay all of Arenas customary due diligence and legal fees, in an amount of up to approximately $20,000 plus an amount of $25,000 incurred in a prior transaction between the Company and Arena, for a total of $45,000, $20,000 of which was to be paid upon execution and delivery of the Second ELOC Agreement and the remainder of the balance was paid by the issuance to Arena of 3,072 shares of our common stock (the Transaction Fee Shares). Under the Second ELOC Agreement, the Company also agreed to, no later than ten (10) business days following the Closing of the Reverse Recapitalization, file with the SEC a registration statement for the resale by Arena of the ELOC Shares and the Commitment Fee Shares, and to file one or more additional registration statements if necessary. The registration statement was declared effective on December 15, 2025. The Second ELOC Agreement contains customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Arena represented to the Company, that it is an accredited investor (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company issued, and will issue, the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. | 16 | | | | | The foregoing description of the Second ELOC Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.41 and which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. *Effect of Performance of the Second ELOC Agreement on our Stockholders* The sale by Arena of a significant number of Selling Shareholder Shares at any given time could cause the market price of our Common Stock to decline and to be highly volatile. Sales of our Common Stock to Arena, if any, will depend upon market conditions and other factors to be determined by us, in our sole discretion. We may ultimately decide to sell to Arena all, some or none of the ELOC Shares that may be available for us to sell pursuant to the Second ELOC Agreement. If and when we do sell the ELOC Shares to Arena, Arena may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Arena by us under the Second ELOC Agreement may result in substantial dilution to the interests of our other shareholders. In addition, if we sell a substantial number of the ELOC Shares to Arena under the Second ELOC Agreement, or if investors expect that we will do so, the actual sales of ELOC Shares or the mere existence of our arrangement with Arena may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales of the ELOC Shares to Arena. Pursuant to the terms of the Second ELOC Agreement, we have the right, but not the obligation, to direct Arena to purchase up to $100,000,000 in shares of common stock, which is exclusive of the Commitment Fee Shares and Transaction Fee Shares issued to Arena as consideration for its commitment to purchase our shares of common stock under, and for its entry into, the Second ELOC Agreement. The Second ELOC Agreement generally prohibits us from issuing or selling to Arena under the Second ELOC Agreement any common stock that, when aggregated with all other shares of common stock then beneficially owned by Arena and its affiliates, would exceed the Ownership Limitation. Currently, we have not issued and sold any shares of common stock to Arena pursuant to an advance notice under the Second ELOC Agreement and have issued 3,072 Transaction Fee Shares to Arena thereunder. Capitalized terms that are not defined herein may have meanings assigned to them in the Purchase Agreement. *Exchange Agreements* On January 1, 2026, the Company entered into Exchange Agreements (the Exchange Agreements) with certain holders of the Companys debt (the Holders) to exchange approximately $1.75 million in debt for shares (the Exchange Shares) of the Companys common stock (the Exchange). The debt was incurred by the Companys predecessor, PowerUp Acquisition Corp. (PowerUp) pursuant to subscription agreements dated March 4, 2024, and May 9, 2024. The Holders were Sponsors of PowerUps initial public offering. Pursuant to the Exchange Agreements, the Holders may, in their discretion, submit a notice of exchange setting forth the Exchange Amount, the Exchange Shares, and the applicable Exchange Price (as those terms are defined in the Exchange Agreements). Within one business day of receipt of an Exchange Notice, the Company will issue to such holder the number of Exchange Shares equal to the Exchange Amount divided by the Exchange Price, and such Exchange Amount shall be deducted from the Outstanding Balance (as that term is defined in the Exchange Agreements) owed to such Holder. The Exchange Price is equal to the closing price of the Companys Common Stock on the Trading Day immediately prior to any Exchange Notice less one cent ($0.01) which shall be deemed an administrative fee to cover the costs of depositing the Exchange Shares. Each Holder may submit up to four (4) Exchange Notices, but each Exchange Notice may not exchange more than thirty percent (30%) of the applicable Holders Outstanding Balance. Each Holder must submit all Exchange Notices it determines to submit pursuant to the terms of the Exchange Agreements by no later than January 31, 2026, subject to certain reasonable exceptions. The Exchange Shares shall be delivered to the Holders as freely tradeable, free and clear of any transfer restrictions, and without any restrictive legends. All of the debt was converted and there is no outstanding balance. | 17 | | | | | The Exchange Agreements contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, the investors in the Exchange represented to the Company, that they are accredited investors (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Company issued, and will issue, the securities in reliance upon an exemption from registration contained in Section 3(a)(9) of the Securities Act and Regulation D promulgated thereunder. *2024 Stock Incentive Plan* On January 8, 2026, the Companys Board of Directors confirmed certain terms of the 2024 Stock Incentive Plan (the Plan), which was approved by the Companys stockholders at an extraordinary general meeting of stockholders held on February 4, 2025 (the February Meeting), by determining the share limit numbers of 122,250 after giving effect to the 1-for-40 reverse stock split, to be included in the Plan in accordance with the terms of the Plan and the Proxy Statement for the February Meeting (the February Proxy Statement). The Plan permits the Company to grant various incentive awards to eligible employees, directors, and consultants, with the goal of attracting, retaining and motivating persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the Companys stockholders. The terms of the Plan are substantially the same as those previously disclosed in the February Proxy Statement and described therein. Approval of Equity Award Agreements On January 8, 2026, the Board also approved and adopted forms of award agreements with respect to grants of restricted stock units (RSUs) and stock options (Options) under the Plan, to be used for grants of equity awards to the Companys executive officers, directors and other employees (the Award Agreements). Each RSU represents the right to receive a share (a Share) of the Companys common stock, par value $0.0001 per share (the Common Stock), upon the RSU becoming vested, subject to continued employment through the applicable vesting date. Each Option represents the right to purchase a Share at a predetermined exercise price, subject to continued employment through the applicable vesting date. *January 2026 Securities Purchase Agreement* On January 26, 2026, the Company entered into a Securities Purchase Agreement (the January Securities Purchase Agreement) with certain investors (referred within this respective paragraph as Purchasers), pursuant to which the Company sold to the Purchasers certain debentures in an aggregate principal amount of $2,173,913 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 Companys receipt of gross proceeds of at least $8,000,000 in any equity or debt financing. The Company had 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 Companys common stock as incentive shares. On February 6, 2026, the Debentures were paid in full. 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. *Series A Preferred Stock* Pursuant to the terms of the Purchase Agreement for which this registration statement pertains to, 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. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Preferred Stock (*See Note 13 Subsequent Events for additional information*). *Board Changes* On January 7, 2026, Surendra Ajjarapu notified the Board of his intention to step down from the role of Director, effective immediately. Mr. Ajjarapus decision to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the Companys management. On February 5, 2026, Donald G. Fell resigned from the Companys board of directors (the Board). Mr. Fells decision to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the Companys management. In connection with the February Preferred Stock Offering, Philip Balatsos has been appointed to fill one of the vacancies on the Board of Directors left by the aforementioned resignations. | 18 | | | | | **Government/ Regulatory Approval and Compliance** Government authorities in the United States, at the federal, state and local level, and in other countries and jurisdictions, including the European Union, extensively regulate, among other things, the research, development, testing, manufacture, pricing, quality control, approval, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and reporting, and import and export of pharmaceutical products. The processes for obtaining marketing approvals in the United States and in foreign countries and jurisdictions, along with compliance with applicable statutes and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources. The Company has filed patent applications for sublingual aspirin products and other products, as set forth above. The Company believes that this novel use of aspirin, and the claims, will be beneficial for some patients who are in need of aspirin products that speed the delivery of the aspirin and avoid the gastric tract (and the powder/granule form under the tongue will be useful for those who cant swallow aspirin pills or capsules). While the FDA has not yet approved this delivery mechanism, the Company believes that they will be able to demonstrate that the delivery can be accomplished safely and effectively and improve patient outcomes. The recently completed clinical trials support this. The current method of aspirin administration (oral) poses some gastric system issues. The Company will develop a plan of action to discuss with the FDA and seek approval for sublingual administration and has retained appropriate and experienced consultants. The Company has successfully accomplished the cGMP manufacturing of its high-dose aspirin product for recently completed clinical trials in support of our FDA approval and received a positive response to its Pre-IND meeting request letter. *Licensure and Regulation of Drug Products in the United States* In the United States, our candidate products are regulated under the Federal Food, Drug and Cosmetic Act, or FDCA, and applicable implementing regulations and guidance. The failure of an applicant to comply with the applicable regulatory requirements at any time during the product development process, including non-clinical testing, clinical testing, the approval process or post- approval process, may result in delays to the conduct of a study, regulatory review and approval, and/or administrative or judicial sanctions. These sanctions may include, but are not limited to, the FDAs refusal to allow an applicant to proceed with clinical trials, refusal to approve pending applications, license suspension or revocation, withdrawal of an approval, warning letters, adverse publicity, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, and civil or criminal investigations and penalties brought by the FDA or Department of Justice, or DOJ, or other government entities, including state agencies. *Preclinical Studies and Investigational New Drug Application* Before an applicant begins testing a compound with potential therapeutic value in humans, the product candidate or compound enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, formulation and stability, as well as other studies to evaluate, among other things, the toxicity of the product candidate. The conduct of the preclinical tests and formulation of the compounds for testing must comply with federal regulations and requirements, including GLP regulations and standards. The results of the preclinical tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an IND. Some long- term preclinical testing, such as animal tests of reproductive adverse events and carcinogenicity, and long-term toxicity studies, may continue after the IND or NDA is submitted. The Reverse Recapitalization and Related Transactions On February 17, 2025 (the Closing Date), Aspire Biopharma Holdings, Inc., a Delaware corporation (f/k/a PowerUp Acquisition Corp.), consummated the previously announced transaction pursuant to that certain Agreement and Plan of Merger, dated August 26, 2024, as amended by an Amendment Agreement dated September 5, 2024 and a Second Amendment Agreement dated October 9, 2024 (the Reverse Recapitalization Agreement), by and among the Company, PowerUp Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of PowerUp (Merger Sub), SRIRAMA Associates, LLC, a Delaware limited liability company (the Sponsor), Stephen Quesenberry, in the capacity as the seller representative (the Seller Representative), and Aspire Biopharma, Inc., a Puerto Rico corporation (Aspire). Terms used in this Current Report on Form 8-K but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the final prospectus and definitive proxy statement, dated January 14, 2025 and filed with the Securities and Exchange Commission (the SEC) on January 14, 2025 (the Proxy Statement), and such definitions are incorporated herein by reference. | 19 | | | | | On February 17, 2025, the Company entered into a Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC, a sole member entity controlled by Aspires former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the Investors). Under the Securities Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (Debentures) in an aggregate principal amount of $3,750,000 million, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures (Requisite Holders), under the Securities Purchase Agreement (the Offering). The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Companys shares of common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Companys common stock provided that no conversion may be at a price per share less than the floor price of $4.00 per share. The closing was consummated on February 20, 2025 (the SPA Closing) and the Company issued to the Investors Debentures in an aggregate principal amount of $3,750,000 (the Closing Debentures). The Closing Debentures were sold to the Investors for a purchase price of $3,000,000, representing an original issue discount of twenty percent (20%). The Company may issue additional Debentures under the terms of the Securities Purchase Agreement if the Requisite Holders agree. Any such additional closings would be in such amounts as the Company and the Requisite Holders mutually agree upon and would be subject to substantially the same closing conditions as the Closing Debentures. The Closing Debentures contain customary events of default. If an event of default occurs, until it is cured, the holders may increase the interest rate applicable to the Closing Debentures to two percent (2%) per annum and accelerate the full indebtedness under the Closing Debentures, in an amount equal to 125% of the outstanding principal amount and accrued and unpaid interest. Subject to limited exceptions set forth in the Closing Debentures, the Closing Debentures prohibit the Company and, as applicable, its subsidiaries from incurring any new indebtedness that is not subordinated to the Investors and, as applicable, any subsidiarys obligations in respect of the Closing Debentures until the Closing Debentures are paid in full. As consideration for the Investors consummation of the SPA Closing, concurrently with the SPA Closing, the Company delivered, or caused to be delivered, to each Investor its pro rata portion of 52,663 shares of common stock (SPA Commitment Shares), of which 25,000 will be freely tradable, subject to a leak out agreement (the Leak Out Agreement) whereby each Investors sales may not exceed 15% of the daily trading volume of the common stock on the date of sale. The Company agreed, pursuant to a Security Agreement, dated February 20, 2025 (the Security Agreement), with the Investors, to grant the Investors a security interest in all of its assets to secure the prompt payment, performance, and discharge in full of all of the Companys obligations under the Debentures. In addition, the Companys wholly-owned subsidiary, Aspire Biopharma, Inc., entered into a Guarantee Agreement, dated February 20, 2025 (the Guarantee), with the Investors, pursuant to which it agreed to guarantee the prompt payment, performance, and discharge in full of all of the Companys obligations under the Debentures. As of the date hereof, there is no balance on the Debentures and the security interest in all of the Companys assets has been released. | 20 | | | | | **Recent Transactions** *August 2025 SPA* On August 19, 2025, the Company entered into a Securities Purchase Agreement (the August 2025 SPA) with certain investors (the August 2025 Investors) pursuant to which certain convertible promissory notes (the August 2025 Notes) were issued and sold to the August 2025 Investors for an aggregate principal amount of up to $9,687,500 for a subscription price of $7,750,000 and a maturity date of February 19, 2026. The August 2025 Notes have a 20% original issue discount which is included in the aggregate principal amount of $9,687,500 and do not bear an interest rate. The Company issued the August 2025 Notes to the August 2025 Investors at the closing under the August 2025 SPA on August 19, 2025. Of the $7,750,000 total funding under the Purchase Agreement, $4,709,677 was funded on August 20, 2025 (the first Tranche), the second tranche was for an aggregate of $1,000,000 (the Second Tranche) which was funded on September 22, 2025 and the balance of $2,250,000 (the Third Tranche) was funded on September 30, 2025. The August 2025 Notes are convertible into the Conversion Shares subject to certain conditions more fully described in the August 2025 Notes. The Company issued the August 2025 Notes to the August 2025 Investors at the closing under the August 2025 SPA on August 19, 2025. The August 2025 Notes are convertible into the Conversion Shares subject to certain conditions more fully described in the August 2025 Notes. All of the August 2025 Notes have been converted in full. The August 2025 Notes were convertible (in whole or in part) at any time on or after the thirty-first (31st) day following the Issuance Date into such number of shares of Common Stock as shall be determined by dividing (x) that portion identified by the applicable August 2025 Investor of (A) the outstanding principal amount, plus (B) accrued and unpaid interest with respect to such outstanding principal amount of such August 2025 Investors August 2025 Note and any other amounts owing under such August 2025 Note or other Transaction Documents (the as that term is defined in the August 2025 Notes) by (y) the conversion price then in effect on the date on which the August 2025 Investor delivers a notice of conversion. The conversion price means the greater of (i) eighty (80%) percent of the lowest Closing Price on any Trading Day during the five (5) Trading Days prior to the applicable conversion date or (ii) the floor price (the Floor Price). The Floor Price means 20% of the average closing price of our Common Stock for the five days prior to the Closing Date. The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The August 2025 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 paid RBW Capital Partners, a Division of Dawson James Securities, Inc. an 8% commission and a 1% non-accountable expense allowance in connection with the raise. The Company intends to utilize the proceeds to pay off debt and for working capital purposes. The Company repaid an aggregate of $2,120,548 under the Debentures and $508,397 under the Blackstone Note. *Series A Preferred Stock* 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. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Preferred Stock. Terms not otherwise defined in this item shall have the meanings given in the Certificate of Designation. The following is a summary of the terms of the Preferred Stock: Conversion. Pursuant to the Certificate of Designation, each share of Preferred Stock, subject to the Stockholder Approval (as defined in the Certificate of Designation), is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation)for each of the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of Designation (the Conversion Price). The floor price is equal to 20% of the Minimum Price (as such term is defined by the rules and regulations of the Nasdaq Stock Market LLC, Rule 5635(d)(1)(A)) (or such lower amount as permitted, from time to time, by the Principal Market (the Floor Price). The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price. | 21 | | | | | The shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than4.99% (the Maximum Percentage) of the shares of Common Stock that would be issued and outstanding following such conversion. An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first(61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Companys Common Stock unless and until the Company has obtained the shareholder approval required by Nasdaq Listing Rule 5636(d). Ranking. The Series A shall rank (i) senior to all of the Common Stock; (ii) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series A (Junior Securities); (iii) on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Preferred Stock (Parity Securities); and (iv) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms senior to any Series A (Senior Securities), in each case, as to dividends or distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily. Subject to any superior liquidation rights of the holders of any Senior Securities of the Corporation and the rights of the Corporations existing and future creditors, upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a Liquidation), each Holder shall be entitled to be paid out of the assets of the Corporation legally available for distribution to stockholders, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to the Stated Value for each share of Series A held by such Holder and an amount equal to any accrued and unpaid dividends thereon, and thereafter the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Series A were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than sixty (60) days prior to the payment date stated therein, to each Holder. Price Protection. Except for any Exempt Issuance, in the event the Corporation issues or sells any securities including Options or Convertible Securities (or amends any outstanding securities of the Company), at an effective price of, or with an exercise or conversion price of less than the Conversion Price, then upon such issuance or sale, the Conversion Price shall be reduced to the lesser of (i) the Floor Price; or (ii) the sale price or the exercise or conversion price of the securities issued or sold. In case any shares of Common Stock, Convertible Securities or Options are issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction, each share of Common Stock underlying any such Convertible Securities or Options shall be deemed to be one additional share of Common Stock for the purposes of determining the effective price of the non-Exempt Issuance. Participation Rights. Subject to certain terms and conditions in the Certificate of Designation, until the six (6) month anniversary of the issuance of the Series A to the Holder, upon any Subsequent Financing, the Holders of the outstanding Series A shall have the right to participate in an amount equal to an aggregate of 30% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. *February 2026 Securities Purchase Agreement* On February 6, 2026, the Company entered into a securities purchase agreement (the Securities Purchase Agreement) with certain accredited investors (the Investors), pursuant to which the Company agreed to issue and sell, in a private placement (the Offering), up to 25,000 shares (the Shares) of the Companys newly-designated Series A Convertible Preferred Stock, par value $0.0001 per share (the Preferred Stock), which Preferred Stock is convertible into shares of the Companys common stock, par value $0.0001 per share (the Common Stock) as more fully described in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the Certificate of Designation). | 22 | | | | | Pursuant to the Certificate of Designation on February 6, 2026, subject to Stockholder Approval (as defined below), each share of Preferred Stock is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation) for each of the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of Designation (the Conversion Price). The floor price is equal to 20% of the Minimum Price (as such term is defined by the rules and regulations of The Nasdaq Stock Market LLC under Nasdaq Listing Rule 5635(d)(1)(A)) or such lower amount as permitted, from time to time, by the Principal Market (the Floor Price). The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price. The shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% of the shares of Common Stock that would be issued and outstanding following such conversion (the Maximum Percentage). An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Companys Common Stock unless and until the Company has obtained the shareholder approval required by Nasdaq Listing 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 and other estimated offering expenses payable by the Company. RBW Capital Partners, LLC acted as placement agent for the Offering. As compensation in connection with the Offering, the Company paid the placement agent a placement agent fee equal to $900,000. The initial closing of the issuance of Preferred Stock occurred on or February 6, 2025 (the Initial Closing). At the Initial Closing, the Company issued 13,750 Shares of Preferred Stock for aggregate gross proceeds of $11,000,000, which included $943,801 of debt that converted into Preferred Shares on the same terms. Subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, a second closing may take place, pursuant to which the Company may issue up to 12,500 additional Shares of Preferred Stock for aggregate proceeds not to exceed $10,000,000 (the Second Closing). The Second Closing is contingent on the effectiveness of the registration statement to register the shares of Common Stock issuable upon conversion of the Shares and receipt of Shareholder Approval. In connection with the Offering, the Company will file a proxy statement with the United States Securities and Exchange Commission (the Commission) seeking the approval of its stockholders for (i) the transactions contemplated by the Securities Purchase Agreement, (ii) the issuance of the Preferred Stock and the Common Stock issuable upon the conversion of the Preferred Stock, (iii) a reverse stock split of the Companys Common Stock at a range of one for five (1-for-5) to a maximum of one for five hundred (1-for-500) shares, whether effected in a single transaction or in multiple transactions, and all related amendments to the Companys certificate of incorporation, and (iv) an amendment to the Companys certificate of incorporation to effect an increase in the Companys authorized shares to the extent required to issue the securities. Pursuant to the Securities Purchase Agreement, the Company shall file the proxy statement within ten (10) business days after the initial closing. **Our Leadership** Our management team and board consist of experienced deal makers, entrepreneurs, executives and investors. Collectively, the team possesses a wide-ranging set of competencies, with exceptional financial acumen and an extensive track record of growth and value creation. The team is led by our Chief Executive Officer Kraig Higginson. **Periodic Reporting and Financial Information** We have registered our Common Stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material. We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. | 23 | | | | | We are an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the last business day of the preceding second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the last business day of that years second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the last business day of that years second fiscal quarter. **Available Information** We file annual reports, quarterly reports, current reports, proxy statements and other information with the Securities and Exchange Commission (the SEC). Our SEC filings are available to the public through the Investor Relations portion of our website as soon as practicable after we have electronically filed such material with, or furnished it to, the SEC. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Our internet address is https://aspirebiolabs.com/. The information on our website is not, and shall not be deemed to be, part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC, except as shall be expressly set forth by specific reference in any such filings. All website addresses in this report are intended to be inactive textual references only. **Our Website** **** For additional information about us, our business, and our brand, please visit our website at https://aspirebiolabs.com/ and https://buzzbombcaffeine.com/. **Item 1A. Risk Factors.** As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item. Factors that could cause our actual results to differ materially from any forward-looking statements in this Report are any of the risks described in our final prospectus for our initial public offering filed with the SEC and the risks described in this Report and other reports we have filed with the Securities and Exchange Commission. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. | 24 | | | | | Below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations: | | | Aspire has a limited operating history upon which investors can evaluate Aspires performance, and accordingly, Aspires prospects must be considered in light of the risks that any new company encounters; | | | | | | | | | | Aspire has incurred net losses in every year since its inception and anticipates that it will continue to incur substantial and increasing net losses in the foreseeable future, especially if Aspire faces difficulties in obtaining capital; | | | | | | | | | | Aspire will require substantial additional financing to achieve its goals, and a failure to obtain this necessary capital when needed could force Aspire to delay, limit, reduce or terminate its product development or commercialization efforts; | | | | | | | | | | Aspire may implement new lines of business or offer new products and services within existing lines of business; | | | | | | | | | | Aspire relies on various intellectual property rights, including trademarks, in order to operate its business; | | | | | | | | | | Instaprin Pharmaceuticals former Chief Executive officer, Donald A. Milne III, was convicted, on a conspiracy to commit securities fraud charge; | | | | | | | | | | Aspires success depends on the experience and skill of the board of directors, its executive officers and key employees. If it is not successful in attracting and retaining highly qualified personnel, Aspire may not be able to successfully implement its business strategy; | | | | | | | | | | Although dependent on certain key personnel, Aspire does not have any key person life insurance policies on any such people.; | | | | | | | | | | Damage to Aspires reputation could negatively impact its business, financial condition and results of operations; | | | | | | | | | | Aspires business could be negatively impacted by cyber security threats, attacks and other disruptions. | | | | | | | | | | Security breaches of confidential customer information, in connection with Aspires electronic processing of credit and debit card transactions, or confidential employee information may adversely affect Aspires business as we gain access to such information; | | | | | | | | | | Aspires internal computer systems, or those used by third party contractors or consultants, may fail or suffer security breaches; | | | | | | | | | | Aspire operates in a highly regulated environment, and if Aspire is found to be in violation of any of the federal, state, or local laws or regulations applicable to it, Aspires business could suffer; | | | | | | | | | | Aspires technology platforms and product candidates are based on novel technologies, and the development and regulatory approval pathway for such product candidates is unproven (in that all aspirin products previously approved by the FDA were administered orally rather than sublingually) and may never lead to marketable products. Even if Aspire obtains regulatory approval of its product candidates, the products may not gain market acceptance among physicians, patients, hospitals and others in the medical community; | | | | | | | | | | Aspires business is highly dependent on the success of its lead product candidate, high-dose sublingual aspirin, which will require significant additional clinical testing before Aspire can seek regulatory approval and potentially launch commercial sales; | | | | | | | | | | Clinical development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future clinical trial results. Aspires clinical trials may fail to demonstrate adequately the safety and efficacy of one or more of its product candidates, which would prevent or delay regulatory approval and commercialization; | | | | | | | | | | Aspires product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential, if approved, or result in significant negative consequences; | | | | | | | | | | If Aspire encounters difficulties enrolling patients in its clinical trials, Aspires clinical development activities could be delayed or otherwise adversely affected; | | | | | | | | | | Aspire relies and will rely on third parties to conduct its clinical trials, which are expensive, time consuming, and difficult to design and implement. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, Aspire may not be able to obtain regulatory approval of or commercialize its product candidates; | | | | | | | | | | If Aspire fails to develop additional product candidates, its commercial opportunity will be limited; | | | | | | | | | | Aspire is subject to a multitude of manufacturing and supply chain risks, any of which could substantially increase its costs and limit the supply of its product candidates; | | | | | | | | | | Aspire currently has no marketing and sales organization and has no experience in marketing products. If Aspire is unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell its product candidates, Aspire may not be able to generate product revenue; | | | | | | | | | | A variety of risks associated with marketing Aspires product candidates internationally could materially adversely affect Aspires business; | | | | | | | | | | Aspire faces significant competition from other biotechnology and pharmaceutical companies, and its operating results will suffer if it fails to compete effectively; | | | 25 | | | | | **RISK FACTORS** *Investing in our securities involves a high degree of risk. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows and our prospects could be harmed by them. In that event, the price of our securities could decline and you could lose part or all of your investment. This Risk Factors section identifies all material risk factors currently known by Aspire that make investment in Aspires Common Stock and warrants speculative or risky, but it does not purport to present an exhaustive description of all risks. Before you invest in us, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this Report. Aspire shareholders should carefully consider the following risk factors, together with all of the other information included in this Report, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this Report. When determining whether to invest, you should also refer to the other information contained in this Report, including the financial statements of Aspire and the related notes thereto, and the other financial information concerning us included elsewhere in this Report. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects.* **Risks related to our Business** **** **Aspire has a limited operating history upon which investors can evaluate Aspires performance, and accordingly, Aspires prospects must be considered in light of the risks that any new company encounters.** Aspire is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early-stage companies. Aspire may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties. **Aspire has incurred net losses in every year since its inception and anticipates that it will continue to incur substantial and increasing net losses in the foreseeable future, especially if Aspire faces difficulties in obtaining capital.** We are a clinical-stage biopharmaceutical company with a limited operating history. Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate adequate effect or an acceptable safety profile, gain regulatory approval and become commercially viable. We have financed our operations primarily through the sale of equity securities. Since our inception, most of our resources have been dedicated to the preclinical development of our product candidates. The size of our future net losses will depend, in part, on our future expenses and our ability to generate revenue, if any. We have no products approved for commercial sale and have not generated any revenue from product sales to date, and we continue to incur significant research and development and other expenses related to our ongoing operations. As a result, we are not profitable and have incurred losses since our inception. We expect to continue to incur significant losses for the foreseeable future, and we expect these losses to increase as we continue our research and development of, and seek regulatory approvals for, our product candidates. | 26 | | | | | Even if we succeed in commercializing one or more of our product candidates, we will continue to incur substantial research and development and other expenditures to develop and market additional product candidates. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. The size of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenue. Our prior losses and expected future losses have had and will continue to have an adverse effect on our stockholders equity and working capital. In order to achieve our near and long-term goals, we may need to procure raise capital through various securities offerings or obtain certain debt financing. There is no guarantee we will be able to obtain such funds on acceptable terms or at all. If we are not able to obtain capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause our stockholders to lose all or a portion of their investment. **Aspire will require substantial additional financing to achieve its goals, and a failure to obtain this necessary capital when needed could force Aspire to delay, limit, reduce or terminate its product development or commercialization efforts.** Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend substantial amounts to continue the clinical development of our product candidates. If we are able to receive regulatory approval for any of our product candidates, we will require significant additional amounts of cash in order to launch and commercialize any such product candidates. In addition, other unanticipated costs may arise. Because the design and outcome of our planned and anticipated clinical trials is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our product candidates. Our future capital requirements depend on many factors, including: | | | the scope, progress, results and costs of researching and developing our product candidates, and conducting preclinical studies and clinical trials; | | | | | | | | | | the timing of, and the costs involved in, obtaining regulatory approvals for our product candidates if clinical trials are successful; | | | | | | | | | | the cost of commercialization activities for our product candidates, if any of our product candidates is approved for sale, including marketing, sales and distribution costs; | | | | | | | | | | the cost of manufacturing our product candidates for clinical trials in preparation for regulatory approval and in preparation for commercialization; | | | | | | | | | | our ability to establish and maintain strategic licensing or other arrangements and the financial terms of such agreements; | | | | | | | | | | the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; | | | | | | | | | | the timing, receipt and amount of sales of, or royalties on, our future products, if any; and | | | | | | | | | | the emergence of competing therapies and other adverse market developments. | | | 27 | | | | | We do not have any committed external source of funds or other support for our development efforts. Until we can generate sufficient product and royalty revenue to finance our cash requirements, which we may never do, we expect to finance our future cash needs through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. Additional financing may not be available to us when we need it or it may not be available on favorable terms. If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our clinical trials or research and development programs or our commercialization efforts. **Aspire may implement new lines of business or offer new products and services within existing lines of business.** As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected. **Aspire relies on other companies to provide components and services for its product candidates.** We depend on suppliers and contractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or contractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components which meet required specifications and perform to our and our customers expectations. Our suppliers may be unable to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two contractors or suppliers for a particular component. Our products may utilize custom components available from only one source. Continued availability of those components at acceptable prices, or at all, may be affected for any number of reasons, including if those suppliers decide to concentrate on the production of common components instead of components customized to meet our requirements. The supply of components for a new or existing product could be delayed or constrained, or a key manufacturing vendor could delay shipments of completed products to us adversely affecting our business and results of operations. **Aspire relies on various intellectual property rights, including trademarks, in order to operate its business.** We rely on certain intellectual property rights to operate its business. Our intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. | 28 | | | | | We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert managements attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable. **Instaprin Pharmaceuticals former Chief Executive officer, Donald A. Milne III, was convicted, on a conspiracy to commit securities fraud charge.** Instaprins former Chief Executive Officer, Donald A. Milne III, has pled guilty to perpetrating a scheme to defraud investors of Instaprin Pharmaceuticals to commit securities fraud and has tarnished the Companys reputation which has led to a precipitous decline in the Instaprin Pharmaceuticals goodwill and business. Instaprins former CEO diverted significant funds from the Company for his own personal use which impaired the progress of the Instaprin. The former chief executive officer of Instaprin Pharmaceuticals is not affiliated with Aspire. All of the shares of Instaprin held by Mr. Milne were distributed to the Instaprin shareholders in partial satisfaction of the SECs judgement against Mr. Milne and, as such, Mr. Milne was never a stockholder of Aspire. In the event Aspire chooses to use the trademark Instaprin there could be reputational harm given its association with Instaprin Pharmaceuticals. **Aspires success depends on the experience and skill of the board of directors, its executive officers and key employees. If it is not successful in attracting and retaining highly qualified personnel, Aspire may not be able to successfully implement its business strategy.** We are dependent on our board of directors, executive officers and key employees. These persons may not devote their full time and attention to the matters of Aspire. The loss of our board of directors, executive officers and key employees could harm our business, financial condition, cash flow and results of operations. **Although dependent on certain key personnel, Aspire does not have any key person life insurance policies on any such people.** Our ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon our ability to attract and retain highly qualified managerial, scientific and medical personnel. We are highly dependent on our management, scientific and medical personnel. The loss of the services of any of our executive officers, other key employees, and other scientific and medical advisors, and our inability to find suitable replacements could result in delays in product development and harm our business. Competition for skilled personnel in our market is intense and may limit our ability to hire and retain highly qualified personnel on acceptable terms or at all. We have not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, we will not receive any compensation to assist with such persons absence. The loss of such person could negatively affect us and our operations. We have no way to guarantee key personnel will stay with us, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel. | 29 | | | | | **Damage to Aspires reputation could negatively impact its business, financial condition and results of operations.** Our reputation and the quality of our brand are critical to our business and success in existing markets, and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction. **** **Aspires business could be negatively impacted by cyber security threats, attacks and other disruptions.** We continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including bugs and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business. **** **Security breaches of confidential customer information, in connection with Aspires electronic processing of credit and debit card transactions, or confidential employee information may adversely affect Aspires business as we gain access to such information.** Our business requires the collection, transmission and retention of personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that data is critical to us. The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations, or may require significant additional investments or time in order to do so. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings. **Aspires internal computer systems, or those used by third party contractors or consultants, may fail or suffer security breaches.** Despite the implementation of security measures, our internal computer systems and those of our future CROs and other contractors and consultants are vulnerable to damage from computer viruses and unauthorized access. While we have not to our knowledge experienced any such material system failure or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs and our business operations. For example, the loss of clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we rely on third parties for the manufacture of our product candidates and to conduct clinical trials, and similar events relating to their computer systems could also have a material adverse effect on our business. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development and commercialization of our product candidates could be delayed. | 30 | | | | | **Aspire operates in a highly regulated environment, and if Aspire is found to be in violation of any of the federal, state, or local laws or regulations applicable to it, Aspires business could suffer.** We may also be subject to a wide range of federal, state, and local laws and regulations, such as local licensing requirements, and retail financing, debt collection, consumer protection, environmental, health and safety, creditor, wage-hour, anti-discrimination, whistleblower and other employment practices laws and regulations and we expect these costs to increase going forward. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against us, which may include fines, a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business. As a result, we have incurred and will continue to incur capital and operating expenditures and other costs to comply with these requirements and laws and regulations. **Our business, operations, financial position and clinical development plans and timelines, could be materially adversely affected by the continuing military action in Ukraine and the war between Israel and Hamas.** **** As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in Ukraine and the war between Israel and Hamas commenced in October 2023, and related economic sanctions imposed or that may in the future be imposed by certain governments, our financial position and operations may be materially and adversely affected. As our ability to continue to operate will be dependent on raising debt and equity finance, any adverse impact to those markets as a result of these conflicts, including due to increased market volatility, decreased availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations, cash flows, financial condition, and/or prospects. The extent of any potential impact is not yet determinable, however. **International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.** International trade disputes, including threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants. To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects. Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies. **Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.** Significant political, trade, or regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in U.S. federal administration, are difficult to predict and may have a material adverse effect on us. Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S. and China trade policies, could have a material adverse effect on our financial condition or results of operations. **We are dependent on a limited number of suppliers and service providers which subjects our business and results of operations to risks of supplier business interruptions.** We currently rely on a limited number of suppliers and service providers, and anticipate that we will do so for future products as well.Any delays in delivery of or shortages in those or other products and components could interrupt and delay manufacturing of our products and result in the cancellation of orders for our products. Any or all of these suppliers and service providers could discontinue the manufacture, supply, or services related to our products and components at any time. Due to certain business considerations, we may not be able to identify and integrate alternative sources of supply and services in a timely fashion or at all. Any transition to alternate suppliers or service providers may result in production delays and increased costs and may limit our ability to deliver products to our customers. Furthermore, if we are unable to identify alternative sources of supply, we would have to modify our products to use substitute components, which may cause delays in shipments, increased design and manufacturing costs and increased prices for our products. If we are unable to obtain additional financing, we may be unable to pay our suppliers and service providers for product and services and therefore may be unable to continue to operate our business. | 31 | | | | | **Risks related to our Products and Their Development** **** **Aspires technology platforms and product candidates are based on novel technologies, and the development and regulatory approval pathway for such product candidates is unproven (in that all aspirin products previously approved by the FDA were administered orally rather than sublingually) and may never lead to marketable products. Even if Aspire obtains regulatory approval of its product candidates, the products may not gain market acceptance among physicians, patients, hospitals and others in the medical community.** We are developing novel targeted therapies to treat heart attacks and strokes. Any products we develop may not effectively inhibit or treat heart attacks and strokes. The scientific evidence to support the feasibility of developing product candidates based on Aspires high-dose sublingual aspirin is preliminary and limited. Advancing these novel therapies creates significant challenges for us, including, among others: | | | obtaining approval from regulatory authorities to conduct clinical trials with our product candidates; | | | | | | | | | | successful enrollment and completion of preclinical studies and clinical trials with favorable results; | | | | | | | | | | obtaining approvals from regulatory authorities to manufacture and market our product candidates; | | | | | | | | | | obtaining and maintaining patent and trade secret protection and regulatory exclusivity for our product candidates; | | | | | | | | | | making arrangements with third-party manufacturers for, or establishing, commercial manufacturing capabilities; | | | | | | | | | | manufacturing our product candidates at an acceptable cost; | | | | | | | | | | launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with other partners; | | | | | | | | | | acceptance of our product candidates, if and when approved, by patients, the medical community and third-party payors; | | | | | | | | | | effectively competing with other heart attack and stroke therapies; | | | | | | | | | | obtaining and maintaining coverage and adequate reimbursement by third-party payors, including government payors, for our product candidates; | | | | | | | | | | protecting rights in our intellectual property portfolio; | | | | | | | | | | maintaining a continued acceptable safety profile of our product candidates, if approved, following approval; and | | | | | | | | | | maintaining and growing an organization of scientists and business people who can develop and commercialize our products and technology. | | The use of Aspires high-dose sublingual aspirin product candidates as potential heart and stroke treatments, even if approved, may not become broadly accepted by physicians, patients, hospitals and others in the medical community. Additional factors will influence whether our product candidates are accepted in the market, including: | | | the clinical indications for which our product candidates are approved; | | | | | | | | | | physicians, hospitals, medical treatment centers and patients considering our product candidates as a safe and effective treatment; | | | | | | | | | | the potential and perceived advantages of our product candidates over alternative treatments; | | | | | | | | | | the prevalence and severity of any side effects; | | | | | | | | | | product labeling or product insert requirements of the FDA or other regulatory authorities; | | | 32 | | | | | | | | limitations or warnings contained in the labeling approved by the FDA; | | | | | | | | | | the timing of market introduction of our product candidates as well as competitive products; | | | | | | | | | | the cost of treatment in relation to alternative treatments; | | | | | | | | | | the availability of adequate coverage, reimbursement and pricing by third-party payors and government authorities; | | | | | | | | | | the willingness of patients to pay out-of-pocket in the absence of coverage by third-party payors and government authorities; | | | | | | | | | | relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies; and the effectiveness of our sales and marketing efforts. | | Even if our products achieve market acceptance, we may not be able to maintain that market acceptance over time if new products or technologies are introduced that are more favorably received than our products, are more cost effective or render our products obsolete. *Current Development Status of Aspirin Product* Our cGMP batch of high-dose aspirin was manufactured by Glatt in its New Jersey facility in March 2025. Glatt used this batch to finalize the packaging and manufacturing process, and to provide the products which were used in the clinical trials which took place in Florida and ended in July, 2025, with the final clinical trial study results provided to Aspire on September 5, 2025. Glatts scientific team will also be conducting the stability testing required by the FDA on this batch to determine product shelf life. This is in addition to prior similar initial testing done in 2022 by Glatt which provided important background data on the stability and manufacturing process for our low dose sublingual aspirin product. In January 2026, Aspire contracted with Microsize CDMO for the manufacture of product for the next clinical trials of the high-dose aspirin product as per the FDA letter of November 11, 2025. Our consultants have completed (1) a comprehensive review of relevant regulatory issues and regulatory strategy (including regulations, guidance documents, FDA reviews of approved NDAs for other relevant products, Pediatric Research Equity Act requirements, FDAs trade name approval requirements, opportunities for accelerated regulatory processes, etc.), (2) a comprehensive summary of relevant safety, efficacy and pharmacokinetic data to support IRB approvals, IND, and 505(b)(2) NDA approval, (3) a target product profile (including product description, composition, strength, route of administration, prescription v. OTC, indications, dosing and claims to differentiate from other aspirin products), and (4) an integrated product development plan (including plans to support each module of an NDA submission: CMC, preclinical safety, human PK, clinical safety, clinical efficacy, timelines, critical path, Gantt chart, etc.). These reviews were done in preparation for Aspires communication with the FDA, its clinical testing, and its NDA. We have recently conducted an in vivo single-dose bioavailability study in healthy human volunteers which ended in July, 2025. The final clinical trial study report was provided to Aspire on September 5, 2025. This clinical trial evaluated pharmacokinetic endpoints including but not limited to maximum concentrations of aspirin and/or its metabolites in plasma (Cmax), time of maximum concentrations (Tmax), and area under the time curve concentrations (AUC) following sublingual dosing of two different pharmaceutical formulations of our sublingual aspirin compared to standard oral aspirin. Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure of platelet inhibition) was evaluated as a secondary endpoint. Data from this bioavailability study will be used to select the optimal pharmaceutical formulation of aspirin and to support filing of an NDA. This trial was exempt from Investigational New Drug (IND) filing requirements under 21 C.F.R. 320.31(d) because it is a human bioavailability trial of an FDA-approved active ingredient that is not a new chemical entity, a radioactively labeled drug product, or cytotoxic drug product, using a dose not exceeding the dose specified in the labeling of the approved drug product, conducted in compliance with the requirements for review by an Institutional Review Board (IRB), with reserve test article samples retained by the study sponsor. Following receipt and analysis of the clinical trial results, on October 31, 2025 Aspire requested a pre-IND meeting with the FDA. Aspire received a written response to the request in a letter from the FDA dated November 13, 2025. Based on the FDA response to the pre-IND request, Aspire intends to conduct an additional clinical trial using approximately 32 healthy human volunteers to evaluate the pharmacodynamic effect of a single dose of our high dose aspirin on platelet inhibition compared to that of standard oral aspirin. The proposed primary endpoint for an additional trial would be time to TXB2 inhibition. Variability of TXB2 inhibition and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed as secondary endpoints. If needed, the additional trial will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect (TXB2 inhibition) following administration of our aspirin compared to standard oral aspirin (standard of care for treatment of suspected acute myocardial infarction). Following completion of this additional trial, Aspire will submit a section 505(b)(2) NDA for our aspirin product to the FDA seeking approval to market the product for treatment of suspected acute myocardial infarction. Additional clinical trials focused on differentiating our aspirin from standard oral aspirin based on TXB2 inhibition and gastrointestinal irritation, ulceration and bleeding during longer term use may be conducted to support subsequent 505(b)(2) NDAs and/or supplemental NDAs for our aspirin in other therapeutic indications focused on the antithrombotic and analgesic effects of aspirin. | 33 | | | | | *Current Development Status of Other Products* **Melatonin:**Aspires scientists have developed a working formulation for a sublingually administered melatonin sleep-aid product, in 3mg, 5mg, and 10mg doses and has created a batch of product and completed limited testing. Aspire may, although it is not required to, conduct a limited pharmacokinetic study using at least eight volunteers, comparing to orally administered melatonin products on the market, in order to support its claims and labeling. No FDA approval is required for melatonin, which is sold as a supplement. Melatonin is a popular sleep aid and Aspire has begun exploring licensing possibilities. The Company has filed for patent protection of its melatonin formulation in patent application 63/890,248 filed on 9/25/25 (part of the Omnibus Patent). **Vitamins:**Aspires scientists have developed a working formulation for sublingually administered vitamins D, E and K. The Company has filed for patent protection of its vitamin products in the Omnibus Patent. **ED Medication:**Aspires scientists are also developing a working formulation for a sublingual ED (erectile dysfunction) product. The timeline to market will be similar depending on the speed of formulation, availability of resources, market conditions and other factors. FDA approval would likely take at least 2-3 years as ED medication is not likely a candidate for fast-track/breakthrough therapy approval. The Company has filed for patent protection of its ED formulation in the Omnibus Patent. **Caffeine Products:**Aspire has developed a working formula for a single serving sublingual pre-workout supplement as well as a single dose coffee or soda replacement with health benefits, using its patent-pending sublingual absorption technology. Aspire has manufactured trial runs of this supplement and conducted consumer and safety testing in the second quarter of 2025. Aspire entered into a manufacturing agreement with Desert Stream, Inc., a nutrition and supplement manufacture with experience in caffeine products, through its wholly-owned subsidiary Buzz Bomb Caffeine Company LC. Aspire and Desert Stream have developed a half dozen flavors of the product. Aspire has registered several trademarks that it intends to use with these products and obtained domain names as well. Aspire unveiled its caffeine product at two large fitness conventions in the first week of August 2025 and began selling initial versions of its caffeine products in the third quarter of 2025. After that product was well-received, Aspire entered into a manufacturing contract with Supranaturals (Springville, UT) to manufacture 2,000,000 units of its caffeine supplement which is marketed under the trademark Buzz Bomb (see buzzbombcaffeine.com). The new marketing and labeling of these 2,000,000 units began on January 15, 2026. **Other Products:**Aspires scientists have created formulations for anti-nausea products (Meclizine and Ondansetron), alprazolam, clopidogrel, microdose nicotine, and semaglutide, and are considering formulations for anti-psychotic products, seizure medication, and several other classes of drugs, all using our sublingual mode of administration. We anticipate taking several of these products to market as the research and development dictates, as well as market conditions and company funding. Aspire has filed patents protecting several of these products: nicotine (Omnibus Patent), alprazolam (patent application 63/957,370 filed 1/9/26), meclizine (patent application 63/971,320 filed 1/29/26), clopidogrel (patent application 63/957,361 filed 1/9/26), and ondansetron (patent application 63/970,377 filed on 1/28/26). Other Products: Our scientists are currently considering formulations for anti-nausea products, anti-psychotic products, semaglutide, seizure medication, microdose nicotine, and several other classes of drugs, all using our sublingual mode of administration. We anticipate taking several of these products to market as the research and development dictates, as well as market conditions and company funding. **Our business is highly dependent on the success of our lead product candidate, high-dose sublingual aspirin, which will require significant additional clinical testing before Aspire can seek regulatory approval and potentially launch commercial sales.** **** We do not have any products that have gained regulatory approval. Our business and future success depends on our ability to obtain regulatory approval of and then successfully commercialize our lead product candidate, high-dose sublingual aspirin. We recently completed our clinical trials and intend to compile and file an NDA (investigational new drug application). Our ability to develop, obtain regulatory acceptance for high-dose sublingual aspirin to enter clinical trials will depend on several factors, including the following: | | | successfully demonstrating that the therapy is reasonably safe for human clinical studies; | | | | | | | | | | effectively demonstrating that the chemical composition and manufacturing methods and controls are consistent; and | | | | | | | | | | providing protocol detail proposed for clinical trials that ensure subjects will not be exposed to unnecessary risk and that the professionals overseeing the administration of the study are qualified. | | | 34 | | | | | Our drug product candidates, including high-dose sublingual aspirin, will require additional clinical and non-clinical development, regulatory review and approval in multiple jurisdictions, substantial investment, access to sufficient commercial manufacturing capacity and significant marketing efforts before we can generate any revenue from product sales. We are not permitted to market or promote any of our product candidates before we receive regulatory approval from the FDA or comparable foreign regulatory authorities, and we may never receive such regulatory approval for any of our product candidates. If we are unable to develop or receive marketing approval for our aspirin or other products we develop in a timely manner or at all, we could experience significant delays or an inability to commercialize our aspirin or other products, which would materially and adversely affect our business, financial condition and results of operations. **Clinical development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future clinical trial results. Aspires clinical trials may fail to demonstrate adequately the safety and efficacy of one or more of its product candidates, which would prevent or delay regulatory approval and commercialization.** Before obtaining regulatory approvals for the commercial sale of our product candidates, including our high-dose sublingual aspirin, we must demonstrate through lengthy, complex and expensive preclinical testing and clinical trials that our product candidates are both safe and effective for use in each target indication. Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. The results of preclinical studies and early clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials. There is typically an extremely high rate of attrition from the failure of product candidates proceeding through clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy profile despite having progressed through preclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. We cannot be certain that we will not face similar setbacks. Most product candidates that commence clinical trials are never approved as commercial products. We may experience delays in our ongoing clinical trials and we do not know whether planned clinical trials will begin on time, need to be redesigned, enroll patients on time or be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including delays related to: | | | obtaining regulatory approval to commence a trial; reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; | | | | | | | | | | obtaining institutional review board, or IRB, approval at each site; | | | | | | | | | | recruiting suitable patients to participate in a trial; | | | | | | | | | | having patients complete a trial or return for post-treatment follow-up; | | | | | | | | | | clinical sites deviating from trial protocol or dropping out of a trial; | | | | | | | | | | adding new clinical trial sites; or | | | | | | | | | | manufacturing sufficient quantities of product candidate for use in clinical trials. | | We could encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, by the Data Safety Monitoring Board, or DSMB, for such trial or by the FDA or other regulatory authorities. Such authorities may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. | 35 | | | | | Furthermore, we rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and while we have agreements governing their committed activities, we have limited influence over their actual performance. If we experience delays in the completion of, or termination of, any clinical trial of our product candidates, the commercial prospects of our product candidates will be harmed, and our ability to generate product revenues from any of these product candidates will be delayed. In addition, any delays in completing our clinical trials will increase our costs, slow down our product candidate development and approval process and jeopardize our ability to commence product sales and generate revenues. Any of these occurrences may harm our business, financial condition and prospects significantly. In addition, principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and receive cash compensation in connection with such services. If certain of these relationships exceed specific financial thresholds, they must be reported to the FDA. If these relationships and any related compensation paid results in perceived or actual conflicts of interest, or the FDA concludes that the financial relationship may have affected interpretation of the study, the integrity of the data generated at the applicable clinical trial site may be questioned and the utility of the clinical trial itself may be jeopardized, which could result in the delay in approval, or rejection, of our marketing applications by the FDA. Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates. In addition, even if the trials are successfully completed, we cannot guarantee that the FDA or foreign regulatory authorities will interpret the results as we do, and we may need to conduct additional trials before we submit applications seeking regulatory approval of our product candidates. To the extent that the results of the trials are not satisfactory to the FDA or foreign regulatory authorities for support of a marketing application, approval of our product candidates may be significantly delayed, or we may be required to expend significant additional resources, which may not be available to us, to conduct additional trials in support of potential approval of our product candidates. **Aspires product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential, if approved, or result in significant negative consequences.** Undesirable side effects caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or comparable foreign regulatory authorities. Results of our clinical trials could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics. If unacceptable side effects arise in the development of our product candidates, we could suspend or terminate our clinical trials or the FDA or comparable foreign regulatory authorities could order us to cease clinical trials or deny approval of our product candidates for any or all targeted indications. Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed by the treating medical staff. We expect to have to train medical personnel using our product candidates to understand the side effect profiles for our clinical trials and upon any commercialization of any of our product candidates. Inadequate training in recognizing or managing the potential side effects of our product candidates could result in patient injury or death. Any of these occurrences may harm our business, financial condition and prospects significantly. Additionally, if one or more of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including: | | | regulatory authorities may withdraw approvals of such product; | | | | | | | | | | regulatory authorities may require additional warnings on the label; | | | | | | | | | | we may be required to create a medication guide outlining the risks of such side effects for distribution to patients; | | | | | | | | | | we could be sued and held liable for harm caused to patients; and | | | | | | | | | | our reputation may suffer. | | | 36 | | | | | Any of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved, and could significantly harm our business, results of operations and prospects. **If Aspire encounters difficulties enrolling patients in its clinical trials, Aspires clinical development activities could be delayed or otherwise adversely affected.** The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain in the study until its conclusion. We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The enrollment of patients depends on many factors, including: | | | the patient eligibility criteria defined in the protocol; | | | | | | | | | | the size of the patient population required for analysis of the trials primary endpoints; | | | | | | | | | | the proximity of patients to study sites; | | | | | | | | | | the design of the trial; | | | | | | | | | | our ability to recruit clinical trial investigators with the appropriate competencies and experience; | | | | | | | | | | clinicians and patients perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating; | | | | | | | | | | our ability to obtain and maintain patient consents; and | | | | | | | | | | the risk that patients enrolled in clinical trials will drop out of the trials before completion. | | In addition, our clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this competition will reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead opt to enroll in a trial being conducted by one of our competitors. Since the number of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which will reduce the number of patients who are available for our clinical trials in such clinical trial site. Moreover, because our product candidates represent a departure from more commonly used methods for heart attack and stroke treatments, potential patients and their doctors may be inclined to use conventional therapies, rather than enroll patients in any future clinical trials. Delays in patient enrollment may result in increased costs or may affect the timing or outcome of the planned clinical trials, which could prevent completion of these trials and adversely affect our ability to advance the development of our product candidates. **Aspire relies and will rely on third parties to conduct its clinical trials, which are expensive, time consuming, and difficult to design and implement. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, Aspire may not be able to obtain regulatory approval of or commercialize its product candidates.** We depend and plan to continue to depend upon independent investigators, other third parties and collaborators, such as universities, medical institutions, CROs and strategic partners, to conduct our preclinical and clinical trials under agreements with us. We expect to have to negotiate budgets and contracts with CROs and study sites, which may result in delays to our development timelines and increased costs. We rely and plan to continue relying heavily on these third parties over the course of our clinical trials, and we control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards, and our reliance on third parties does not relieve us of our regulatory responsibilities. We and these third parties are required to comply with good clinical practices, or GCPs, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for product candidates in clinical development. Regulatory authorities enforce these GCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any of these third parties fail to comply with applicable GCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that, upon inspection, such regulatory authorities will determine that any of our clinical trials comply with the GCP regulations. In addition, our clinical trials must be conducted with biologic product produced under current good manufacturing practices (cGMPs) regulations and guidelines and will require a large number of test patients. Our failure or any failure by these third parties to comply with these regulations or to recruit a sufficient number of patients may require us to repeat clinical trials, which would delay the regulatory approval process. Moreover, our business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws. | 37 | | | | | Any third parties conducting our clinical trials are not our employees and, except for remedies available to us under our agreements with such third parties, we cannot control whether or not they devote sufficient time and resources to our ongoing preclinical, clinical and nonclinical programs. These third parties may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical studies or other drug development activities, which could affect their performance on our behalf. If these third parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to complete development of, obtain regulatory approval of or successfully commercialize our product candidates. As a result, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenue could be delayed. Switching or adding third parties to conduct our clinical trials involves substantial cost and requires extensive management time and focus. In addition, there is a natural transition period when a new third party commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we carefully manage our relationships with third parties conducting our clinical trials, we cannot assure you that we will not encounter similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and prospects. Furthermore, human clinical trials are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. Because our product candidates are based on new technologies and engineered on a patient-by-patient basis, we expect that they will require extensive research and development and have substantial manufacturing and processing costs. In addition, costs to treat patients with heart attacks/ strokes and to treat potential side effects that may result from our product candidates may be significant. Accordingly, our clinical trial costs are likely to be significantly higher than for more conventional therapeutic technologies or drug products. **If Aspire fails to develop additional product candidates, its commercial opportunity will be limited.** We expect to initially develop our lead product candidate, high-dose sublingual aspirin, a fast-acting form of powdered aspirin that could rapidly stop heart attacks and strokes. However, one of our strategies is to pursue clinical development of additional product candidates. Developing, obtaining regulatory approval for and commercializing additional product candidates will require substantial funding and are prone to the risks of failure inherent in medical product development. We cannot assure you that we will be able to successfully advance any of these additional product candidates through the development process. Even if we obtain FDA approval to market additional product candidates for the treatment of heart attacks and strokes, we cannot assure you that any such product candidates will be successfully commercialized, widely accepted in the marketplace or more effective than other commercially available alternatives. If we are unable to successfully develop and commercialize additional product candidates, our commercial opportunity will be limited. Moreover, a failure in obtaining regulatory approval of additional product candidates may have a negative effect on the approval process of any other, or result in losing approval of any approved, product candidate. | 38 | | | | | **Aspire is subject to a multitude of manufacturing and supply chain risks, any of which could substantially increase its costs and limit the supply of its product candidates.** The process of manufacturing our product candidates is complex, highly regulated and subject to several risks, including: | | | The manufacturing of drug products is susceptible to product loss due to contamination, equipment failure, improper installation or operation of equipment or vendor or operator error. Even minor deviations from normal manufacturing processes could result in reduced production yields, product defects and other supply disruptions. If foreign microbial, viral or other contaminations are discovered in our product candidates or in the manufacturing facilities in which our products are made, these manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination. | | | | | | | | | | The manufacturing facilities in which our product candidates are made could be adversely affected by equipment failures, labor shortages, natural disasters, power failures and numerous other factors. | | | | | | | | | | We and our contract manufacturers must comply with the FDAs cGMP (current good manufacturing practices) regulations and guidelines. Any failure to follow cGMP or other regulatory requirements or any delay, interruption or other issues that arise in the manufacture, fill-finish, packaging, or storage of our products as a result of a failure of our facilities or the facilities or operations of third parties to comply with regulatory requirements or pass any regulatory authority inspection could significantly impair our ability to develop and commercialize our products, including leading to significant delays in the availability of products for our clinical studies or the termination or hold on a clinical study, or the delay or prevention of a filing or approval of marketing applications for our product candidates. Significant noncompliance could also result in the imposition of sanctions, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approvals for our product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal prosecutions, any of which could damage our reputation. If we are not able to maintain regulatory compliance, we may not be permitted to market our products and/or may be subject to product recalls, seizures, injunctions, or criminal prosecution. | | Any adverse developments affecting manufacturing operations for our product candidates and/or damage that occurs during shipping may result in delays, inventory shortages, lot failures, withdrawals or recalls or other interruptions in the supply of our drug substance and drug product. We may also have to write off inventory, incur other charges and expenses for supply of drug product that fails to meet specifications, undertake costly remediation efforts, or seek more costly manufacturing alternatives. Inability to meet the demand for any of our product candidates, if approved, could damage our reputation and the reputation of our products among physicians, healthcare payors, patients or the medical community, which could adversely affect our ability to operate our business and our results of operations. **Aspire currently has no marketing and sales organization and has no experience in marketing products. If Aspire is unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell its product candidates, Aspire may not be able to generate product revenue.** We currently have no sales, marketing or distribution capabilities and have no experience in marketing products. If we decide to develop an in-house marketing organization and sales force, which will require significant capital expenditures, management resources and time, we will have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel. If we are unable or decide not to establish internal sales, marketing and distribution capabilities, we will pursue collaborative arrangements regarding the sales and marketing of our products; however, we cannot assure you that we will be able to establish or maintain such collaborative arrangements, or if we are able to do so, that they will have effective sales forces. Any revenue we receive will depend upon the efforts of such third parties, which may not be successful. We may have little or no control over the marketing and sales efforts of such third parties and our revenue from product sales may be lower than if we had commercialized our product candidates ourselves. We also face competition in our search for third parties to assist us with the sales and marketing efforts of our product candidates. We cannot assure you that we will be able to develop in-house sales and distribution capabilities or establish or maintain relationships with third-party collaborators to commercialize any product in the United States or elsewhere. | 39 | | | | | **A variety of risks associated with marketing Aspires product candidates internationally could materially adversely affect Aspires business.** We might plan to seek regulatory approval of our product candidates outside of the United States and, if so, we expect that we will be subject to additional risks related to operating in foreign countries if we obtain the necessary approvals, including: | | | differing regulatory requirements in foreign countries; | | | | | | | | | | unexpected changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements; | | | | | | | | | | economic weakness, including inflation, or political instability in particular foreign economies and markets; | | | | | | | | | | compliance with tax, employment, immigration and labor laws for employees living or traveling abroad; | | | | | | | | | | foreign taxes, including withholding of payroll taxes; | | | | | | | | | | foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country; | | | | | | | | | | difficulties staffing and managing foreign operations; | | | | | | | | | | workforce uncertainty in countries where labor unrest is more common than in the United States; | | | | | | | | | | potential liability under the Foreign Corrupt Practices Act of 1977 or comparable foreign regulations; | | | | | | | | | | challenges enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States; | | | | | | | | | | production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and | | | | | | | | | | business interruptions resulting from geo-political actions, including war and terrorism. | | These and other risks associated with our international operations may materially adversely affect our ability to attain or maintain profitable operations. **Aspire faces significant competition from other biotechnology and pharmaceutical companies, and its operating results will suffer if it fails to compete effectively.** The biopharmaceutical industry is characterized by intense competition and rapid innovation. Our competitors may be able to develop other compounds, drugs or delivery systems that are able to achieve similar or better results. Many major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies and universities and other research institutions continue to invest time and resources in developing novel approaches to preventing heart attacks and strokes. Many of our competitors have substantially greater financial, technical and other resources than we do, such as larger research and development staff and experienced marketing and manufacturing organizations and well-established sales forces. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. Our competitors, either alone or with collaborative partners, may succeed in developing, acquiring or licensing on an exclusive basis drug or biologic products that are more effective, safer, more easily commercialized or less costly than our product candidates or may develop proprietary technologies or secure patent protection that we may need for the development of our technologies and products. We believe the key competitive factors that will affect the development and commercial success of our product candidates are efficacy, safety, tolerability, reliability, convenience of use, price and reimbursement. Even if we obtain regulatory approval of our product candidates, the availability and price of our competitors products could limit the demand and the price we are able to charge for our product candidates. We may not be able to implement our business plan if the acceptance of our product candidates is inhibited by price competition or the reluctance of physicians to switch from existing methods of treatment to our product candidates, or if physicians switch to other new drug or biologic products or choose to reserve our product candidates for use in limited circumstances. | 40 | | | | | **Aspires employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.** We are exposed to the risk that our employees, independent contractors, consultants, commercial partners and vendors may engage in fraudulent or illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates: (1) the laws of the FDA and other similar foreign regulatory bodies, including those laws requiring the reporting of true, complete and accurate information to such regulators; (2) manufacturing standards; (3) healthcare fraud and abuse laws in the United States and similar foreign fraudulent misconduct laws; or (4) laws that require the true, complete and accurate reporting of financial information or data. If we obtain FDA approval of any of our product candidates and begin commercializing those products in the United States, our potential exposure under such laws will increase significantly, and our costs associated with compliance with such laws are also likely to increase. These laws may impact, among other things, our current activities with principal investigators and research patients, as well as proposed and future sales, marketing and education programs. In particular, the promotion, sales and marketing of healthcare items and services, as well as certain business arrangements in the healthcare industry, are subject to extensive laws designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, structuring and commissions, certain customer incentive programs and other business arrangements generally. Activities subject to these laws also involve the improper use of information obtained in the course of patient recruitment for clinical trials. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of significant fines or other sanctions, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings and curtailment of operations, any of which could adversely affect our ability to operate our business and our results of operations. Whether or not we are successful in defending against such actions or investigations, we could incur substantial costs, including legal fees, and divert the attention of management in defending ourselves against any of these claims or investigations. **If product liability lawsuits are brought against Aspire, it may incur substantial liabilities and may be required to limit commercialization of Aspires product candidates.** We face an inherent risk of product liability as a result of the clinical testing of our product candidates and will face an even greater risk if we commercialize any products. For example, we may be sued if our product candidates cause or are perceived to cause injury or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in: | | | decreased demand for our product candidates; | | | | | | | | | | injury to our reputation; | | | | | | | | | | withdrawal of clinical trial participants; | | | | | | | | | | initiation of investigations by regulators; costs to defend the related litigation; | | | | | | | | | | a diversion of managements time and our resources; | | | | | | | | | | substantial monetary awards to trial participants or patients; | | | | | | | | | | product recalls, withdrawals or labeling, marketing or promotional restrictions; | | | | | | | | | | loss of revenue; | | | | | | | | | | exhaustion of any available insurance and our capital resources; | | | | | | | | | | the inability to commercialize any product candidate; and | | | | | | | | | | a decline in our share price. | | | 41 | | | | | Our inability to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization of products we develop, alone or with corporate collaborators. We intend to obtain customary product liability insurance, which we believe is customary for similarly situated companies and adequate to provide us with insurance coverage for foreseeable risks, but which may not be adequate to cover all liabilities that we may incur. Insurance coverage is increasingly expensive. We may not be able to maintain insurance at a reasonable cost or in an amount adequate to satisfy any liability that may arise, if at all. Our insurance policy contains various exclusions, and we may be subject to a product liability claim for which we have no coverage. We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Even if our agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification may not be available or adequate should any claim arise. **Aspire relies and expects to continue to rely on third parties to manufacture its clinical product supplies, and Aspire intends to rely on third parties to produce and process its product candidates, if approved, and commercialization of any of Aspires product candidates could be stopped, delayed or made less profitable if those third parties fail to obtain approval of government regulators or fail to provide Aspire with sufficient quantities of drug product at acceptable quality levels or prices.** We do not currently have nor do we plan to acquire the infrastructure or capability internally to manufacture our clinical supplies for use in the conduct of our clinical trials, and we lack the resources and the capability to manufacture any of our product candidates on a clinical or commercial scale. We currently rely on outside vendors to manufacture our clinical supplies of our product candidates and plan to continue relying on third parties to manufacture our product candidates on a commercial scale, if approved. The facilities used by our contract manufacturers to manufacture our product candidates must be approved by the FDA pursuant to inspections that will be conducted after we submit our marketing applications to the FDA. We do not control the manufacturing process of, and are completely dependent on, our contract manufacturing partners for compliance with the regulatory requirements, known as cGMPs, for manufacture of our product candidates. If our contract manufacturers cannot successfully manufacture material that conforms to our specifications and the strict regulatory requirements of the FDA or others, they will not be able to secure and/or maintain regulatory approval for their manufacturing facilities. In addition, we have no control over the ability of our contract manufacturers to maintain adequate quality control, quality assurance and qualified personnel. If the FDA or a comparable foreign regulatory authority does not approve these facilities for the manufacture of our product candidates or if it withdraws any such approval in the future, we may need to find alternative manufacturing facilities, which would significantly impact our ability to develop, obtain regulatory approval for or market our product candidates, if approved. We do not yet have sufficient information to reliably estimate the cost of the commercial manufacturing of our product candidates, and the actual cost to manufacture our product candidates could materially and adversely affect the commercial viability of our product candidates. As a result, we may never be able to develop a commercially viable product. In addition, our reliance on third-party manufacturers exposes us to the following additional risks: | | | We may be unable to identify manufacturers on acceptable terms or at all. | | | | | | | | | | Our third-party manufacturers might be unable to timely formulate and manufacture our product or produce the quantity and quality required to meet our clinical and commercial needs, if any. | | | | | | | | | | Contract manufacturers may not be able to execute our manufacturing procedures appropriately. | | | | | | | | | | Our future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business for the time required to supply our clinical trials or to successfully produce, store and distribute our products. | | | | | | | | | | Manufacturers are subject to ongoing periodic unannounced inspection by the FDA and corresponding state agencies to ensure strict compliance with cGMP and other government regulations and corresponding foreign standards. We do not have control over third-party manufacturers compliance with these regulations and standards. | | | | | | | | | | We may not own, or may have to share, the intellectual property rights to any improvements made by our third-party manufacturers in the manufacturing process for our products. | | | | | | | | | | Our third-party manufacturers could breach or terminate their agreements with us. | | | 42 | | | | | Each of these risks could delay our clinical trials, the approval, if any of our product candidates by the FDA or the commercialization of our product candidates or result in higher costs or deprive us of potential product revenue. In addition, we rely on third parties to perform release testing on our product candidates prior to delivery to patients. If these tests are not appropriately conducted and test data are not reliable, patients could be put at risk of serious harm and could result in product liability suits. The manufacture of medical products is complex and requires significant expertise and capital investment, including the development of advanced manufacturing techniques and process controls. Manufacturers of biologic products often encounter difficulties in production, particularly in scaling up and validating initial production and absence of contamination. These problems include difficulties with production costs and yields, quality control, including stability of the product, quality assurance testing, operator error, shortages of qualified personnel, as well as compliance with strictly enforced federal, state and foreign regulations. Furthermore, if contaminants are discovered in our supply of our product candidates or in the manufacturing facilities, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination. We cannot assure you that any stability or other issues relating to the manufacture of our product candidates will not occur in the future. Additionally, our manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes or unstable political environments. If our manufacturers were to encounter any of these difficulties, or otherwise fail to comply with their contractual obligations, our ability to provide our product candidates to patients in clinical trials would be jeopardized. Any delay or interruption in the supply of clinical trial supplies could delay the completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials at additional expense or terminate clinical trials completely. **If Aspires third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law, Aspire may be liable for damages.** Our research and development activities involve the controlled use of potentially hazardous substances, including chemical and biological materials, by our third-party manufacturers. Our manufacturers are subject to federal, state and local laws and regulations in the United States governing the use, manufacture, storage, handling and disposal of medical and hazardous materials. Although we believe that our manufacturers procedures for using, handling, storing and disposing of these materials comply with legally prescribed standards, we cannot completely eliminate the risk of contamination or injury resulting from medical or hazardous materials. As a result of any such contamination or injury, we may incur liability or local, city, state or federal authorities may curtail the use of these materials and interrupt our business operations. In the event of an accident, we could be held liable for damages or penalized with fines, and the liability could exceed our resources. We do not have any insurance for liabilities arising from medical or hazardous materials. Compliance with applicable environmental laws and regulations is expensive, and current or future environmental regulations may impair our research, development and production efforts, which could harm our business, prospects, financial condition or results of operations. **Risks Related to Being a Public Company After a Business Combination** **The price of our Common Stock and warrants may fluctuate significantly you could lose all or part of your investment as a result.** The market price of Aspire Common Stock and Aspire warrants may be volatile. The stock market in general, and the market for biopharmaceutical companies in particular, have experienced extreme volatility that has often been unrelated to the operating performance or prospects of particular companies. As a result of this volatility, you could lose all or part of your investment. Many factors may have a material adverse effect on the market price of Aspires securities, including, but not limited to: | | | the commencement, enrollment, delay, or results of our ongoing or future clinical trials, or changes in the development status of our product candidates; | | | | | | | | | | our decision to initiate, not to initiate, or to terminate a clinical trial; | | | 43 | | | | | | | | unanticipated serious safety concerns related to the use of our product candidates; | | | | | | | | | | any delay in our regulatory filings for our product candidates and any adverse or perceived adverse development with respect to the applicable regulatory authoritys review of such filings; | | | | | | | | | | regulatory actions, including failure to receive regulatory approval, with respect to our product candidates or our competitors products or product candidates; | | | | | | | | | | our failure to commercialize our products; | | | | | | | | | | the success of competitive products or technologies; | | | | | | | | | | announcements by us or our competitors of significant acquisitions, strategic collaborations, joint ventures, collaborations, capital commitments, significant development milestones, or product approvals; | | | | | | | | | | our failure to obtain new commercial partners; | | | | | | | | | | our failure to obtain adequate manufacturing capacity or product supply for any approved product or inability to do so at acceptable cost; | | | | | | | | | | our failure to achieve expected product sales and profitability; | | | | | | | | | | regulatory or legal developments applicable to our product candidates; | | | | | | | | | | the level of expenses related to our product candidates or clinical development programs; | | | | | | | | | | significant lawsuits, including without limitation patent, creditor, or stockholder litigation or legal action; | | | | | | | | | | the impact of the incidence and development of COVID-19 on our business and product candidates; | | | | | | | | | | any changes in our Board of Directors or senior management; | | | | | | | | | | actual or anticipated fluctuations in our cash position or operating results; | | | | | | | | | | changes in financial estimates or recommendations by securities analysts; | | | | | | | | | | fluctuations in the valuation or financial results of companies perceived by investors to be comparable to us; | | | | | | | | | | inconsistent trading volume levels of our shares; | | | | | | | | | | announcement or expectation of additional financing efforts; | | | | | | | | | | sales of Aspires shares by us, Aspires executive officers or directors or Aspires stockholders; | | | | | | | | | | fluctuations and market conditions in the U.S. equity markets generally and in the biotechnology sector; | | | | | | | | | | general economic, political and social conditions; and | | | | | | | | | | other events or factors, many of which are beyond our control, or unrelated to our operating performance or prospects. | | In recent years, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations. Broad market and industry factors may seriously affect the market price of our Common Stock and warrants, regardless of actual operating performance. These fluctuations may be even more pronounced in the trading markets for our Common Stock and warrants shortly following this offering. Following periods of such volatility in the market price of a companys securities, securities class action litigation has often been brought against that company. Because of the potential volatility of our Common Stock and warrant price, Aspire may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert managements attention and resources from Aspires business. The realization of any of the above risks or any of a broad range of other risks, including those described in this *Risk Factors* section, could have a dramatic and material adverse impact on the market price of our common stock following the Reverse Recapitalization. **Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.** The Aspire board of directors has the authority, without action or vote of the Aspire stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock. | 44 | | | | | For the complete list of risks relating to our operations, see the section titled Risk Factors contained in our prospectus dated February 17, 2026 and other reports and filings we have made, and will make with the Securities and Exchange Commission. **Item 1B. Unresolved Staff Comments.** Not applicable. **Item 1C. Cybersecurity** Aspire is committed to ensuring the highest standards of cybersecurity to protect our systems, networks, and data from cyber threats. We recognize the critical importance of safeguarding sensitive information and maintaining the trust of our customers, partners, and stakeholders. Our cybersecurity strategy is built on a foundation of proactive risk management, continuous monitoring, and adherence to industry best practices. We employ a multi-layered approach which leverages technologies to defend against evolving cyber threats. We have made significant investments in modernizing, streamlining, and simplifying our technology footprint to both enhance customer experience and strengthen our internal security controls. From time-to-time, we may engage third-party consultants, legal advisors, and audit firms to evaluate and test the Companys risk management systems and assess and remediate certain potential cybersecurity incidents, as appropriate. We prioritize the integrity of our data access controls to prevent unauthorized access, data breaches, and malicious activities. We regularly assess and enhance our cybersecurity posture through comprehensive risk assessments, security audits, and vulnerability assessments. **Governance** Cybersecurity is a shared responsibility requiring collaboration and cooperation across all levels of our organization. Aspire recognizes that cybersecurity is not solely a technology issue but also a people and process issue. We invest in ongoing employee training and awareness programs to empower our staff to recognize and respond to potential security threats effectively. In the event of a cybersecurity incident, we have established incident response plans and protocols to minimize the impact and facilitate swift recovery. The Companys Audit Committee oversees cybersecurity risk. The Audit Committee is promptly notified by Information Technology leadership of any potentially serious incidents including details and recommendations on the detection, mitigation, and remediation of the same. During the calendar year 2025, there have been no known reported cybersecurity incidents that have materially affected our operations or financial results. We believe in transparency and open communication, promptly informing affected parties and relevant authorities as required by law. Together, we remain vigilant, adaptive, and resilient in the face of evolving cyber threats, safeguarding the trust and confidence of those we serve. **Item 2. Properties.** None. **** **Item 3. Legal Proceedings.** There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. **Item 4. Mine Safety Disclosures.** Not applicable. | 45 | | | | | **PART II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.** **Market Information** Our common stock is listed on the Nasdaq Global Market under the symbol ASBP. And our warrants are each traded on Nasdaq under ASBPW. **** **Holders** As of March 27, 2026, there were approximately 396 stockholders of record of our Common Stock, 3 stockholders on record of our Series A Convertible Preferred Stock and approximately 99 holders of our warrants. Since certain of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. **** **Dividends** We have never declared or paid any cash dividends on our common stock. We intend to retain any future earnings and do not expect to pay cash dividends in the foreseeable future. **Recent Sales of Unregistered Securities** There were no sales of unregistered securities during the fiscal year ended December 31, 2025 other than those transactions previously reported to the SEC on our quarterly reports on Form 10-Q and current reports on Form 8-K. **Purchases of Equity Securities by the Issuer and Affiliated Purchasers** None. **Item 6. Reserved.** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.** The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2025 and 2024. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included herein. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Unless the context otherwise requires, references in this Managements Discussion and Analysis of Financial Condition and Results of Operations to Aspire, we, us, our, and the Company are intended to refer to (i) following the Reverse Recapitalization (as defined below), the business and operations of Aspire Biopharma Holdings, Inc (formerly PowerUp Acquisition Corp.) and its consolidated subsidiaries, and (ii) prior to the Reverse Recapitalization, Aspire Biopharma, Inc (the predecessor entity in existence prior to the consummation of the Reverse Recapitalization) and its consolidated subsidiaries. **Overview** We are an early-stage biopharmaceutical and supplements company. Aspire Biopharma Holdings, Inc. (the Company or Aspire) is a Delaware Company that was incorporated as PowerUp Acquisition Corp., a Cayman Islands exempted company, on February 9, 2021. On February 17, 2025, the Company completed the Reverse Recapitalization described below and changed its name to Aspire Biopharma Holdings, Inc. The Company engages in the business of developing and marketing the disruptive technology for novel sublingual delivery mechanisms initially for known drugs. Prior to our Reverse Recapitalization, we were a privately held Puerto Rico corporation incorporated in September 2021. | 46 | | | | | **Growth Strategy and Outlook** **Business Plan** We expect to generate revenue through developing and marketing drugs and nutraceuticals using the technology for the novel sublingual delivery. Further, from time to time, we may enter into license or collaboration agreements with other companies that include development funding and significant upfront and milestone payments and/or royalties, which may become an important source of our revenue. Accordingly, our revenue may depend on development funding and the achievement of development and clinical milestones under current and any potential future license and collaboration agreements and sales of our products, if approved. We do not currently have any licensing or collaboration agreements. **Manufacturing** We currently contract with third parties for the manufacture of our product candidates for preclinical studies, clinical trials, and sale, and intend to do so in the future. We do not own or operate manufacturing facilities for the production of clinical or commercial quantities of our product candidates. We currently have no plans to build our own clinical or commercial scale manufacturing capabilities. To meet our projected needs for commercial manufacturing, third parties with whom we currently work will need to increase their scale of production or we will need to secure alternate suppliers. Although we rely on contract manufacturers, we have personnel with manufacturing experience to oversee our relationships with contract manufacturers. We entered into a development and manufacturing agreement with a contract manufacturer, Glatt, in the fourth quarter of 2024, under which Glatt produced sufficient quantities of our high-dose sublingual aspirin product (sometimes referred to informally herein as Instaprin for ease of reference) for our clinical trials required to obtain FDA approval to market the product and complete clinical trials. Glatt currently has the capabilities to manufacture our aspirin drug product for potential commercial use, however, their current capacity may be insufficient to meet our planned needs and may require us to engage additional or alternative third-party manufacturers in the future. In addition, we have entered into a fill-and-finish agreement with a contract manufacturer to convert the aspirin product manufactured by Glatt into packaged drug product that can be utilized in clinical trials. We believe that both Glatt and the fill-and-finish contract manufacturer are compliant under current good manufacturing practice, or cGMP, requirements and have experience with cGMP inspections of their respective facilities. We have also entered into a manufacturing agreement with Microsize, a CDMO in Quakertown, PA in January 2026 to manufacture aspirin products for the next round of clinical trials of the high-dose aspirin for myocardial infarction. We used drug product manufactured by Glatt to conduct clinical trials to support approval of a section 505(b)(2) New Drug Application (NDA) for the aspirin product. A successful clinical trial was completed in July 2025 in Florida studying the pharmacokinetics of aspirin and its metabolites in blood following sublingual administration of a single dose of each of two different formulations of our aspirin drug product and a single dose of standard oral aspirin. This trial enrolled six healthy adult volunteers with each dose separated by a washout period of fourteen days and provided information required to (i) select the optimal drug product formulation and (ii) support FDA approval. This trial also studied sublingual administration of our aspirin products and how it delivers therapeutic concentrations of drug into the bloodstream, comparable to those of standard oral aspirin, but faster and without gastro-intestinal toxicity associated with oral aspirin. This clinical trial concluded in July, 2025. We received the final report in September 2025. The result of the clinical trials were positive, demonstrating that Aspires sublingual delivery technology results in much faster aspirin bioavailability in the blood (compared to aspirin tablets) and that the anti-coagulant property of aspirin occurs much quicker with Aspires product. These results will be the backbone of a 505(b)(2) submission to the FDA planned for late 2026. **Commercialization of Aspirin Products** We have not yet established a sales, marketing or product distribution infrastructure for our aspirin products because our lead product candidates are still in early-stage clinical development. We generally plan to retain commercial rights in the United States for our product candidates for which we hope to receive marketing approvals. We believe that it will be possible for us to access the heart attack and stroke prevention market through a targeted hospital and/or specialty care sales force. We are also strongly considering the licensing of the aspirin products and have received inquiries about the availability of that produce for license. | 47 | | | | | **Our Products** The Company has developed and acquired disruptive sublingual delivery technologies that are a patent-pending formulation which address emergencies and drug efficacy, dosage management, and response time. In March 2023, the Company filed application number 63/456,290 with the United States Patent and Trademark Office (USPTO) with the goal of securing patent protection for its new technology and aspirin formulation. The Companys new patent pending formulation is a significant improvement on the previous formulation which was acquired by the Company through the Instaprin Pharmaceuticals, Inc. acquisition (described below). This technology will facilitate development of any number of products in a soluble, PH neutral, fast acting powder or granule form which has been developed by using our patent pending formulation, and trade secret process. Aspires drug delivery comes from a new mechanism of action (absorption pathway) which allows for rapid sublingual absorption. The benefits of rapid absorption are to provide rapid treatment impact and also allows high dose absorption. The Companys patent pending delivery system includes components specifically formulated to allow rapid sublingual absorption of drugs into the blood stream, thus by-passing the gastrointestinal tract. A second patent application was filed in October 2024 for a high-dose version of our sublingually administered aspirin product (application number 63/702,381) using a micelle variation on our technology which can be used with a variety of substances. In the initial development launch of its aspirin product, Aspire has focused on the delivery of aspirin, which may be the most studied and accepted analgesic and anti-inflammatory drug on the market. Aspirin is over a century old and is traditionally available in several forms, including effervescence, powder, capsule, and tablet. Over 100 years of documented safety and efficacy data is readily available. Aspirin is the only drug in history to receive a certified recommendation by the FDA for heart attack, stroke and colon cancer. However, current aspirin applications are limited due to side effects from acidity. We expect that our aspirin product will be well positioned to target the current Opioid Crisis globally due to its ability to have large doses rapidly be absorbed in the bloodstream with no harmful effects to the gastric system and its mucous membrane, as well as, at full strength with no dilution due to metabolic impact providing approval request in 2026 for the prescription strength high dose aspirin product given the history of Aspirin (and over 100 years of history). Additionally, an over-the-counter (OTC) FDA Monograph permit would allow for an expedited go to market so long as the aspirin product is available as an over-the-counter drug and has a monograph on the safety profile and claims that may be made as authorized by the FDA. The Company must follow the issues within the OTC Monograph and may go to market if the Company does follow those requirements. If the Companys drug product, claims, warnings and other issues follow the statements in the Monograph, then the product would be deemed to be Compliant. The Company may decide to sell the aspirin product and be consistent with the Monograph. While the OTC Monograph doesnt permit the claim sublingual administration of the drug, the Company could offer the product as an oral administration (at first, if it chooses to early-market an OTC product consistent with the monograph) and may discuss with FDA the value of sublingual administration as an exception to the monograph. **Current Development Status of Aspires Aspirin Product** Aspires cGMP batch of high-dose aspirin was manufactured by Glatt in its New Jersey facility in March 2025. Glatt used this batch to finalize the packaging and manufacturing process, and to provide the products which were used in the clinical trials which took place in Florida and ended in July 2025, with the final clinical trial study results provided to Aspire on September 5, 2025. Glatts scientific team will also be conducting the stability testing required by the FDA on this batch to determine product shelf life. This is in addition to prior similar initial testing done in 2022 by Glatt which provided important background data on the stability and manufacturing process for Aspires low dose sublingual aspirin product. Aspires new manufacturer, Microsize, is currently conducting tests and preparing the high-dose product for the next clinical tests. Aspires consultants have completed (1) a comprehensive review of relevant regulatory issues and regulatory strategy (including regulations, guidance documents, FDA reviews of approved NDAs for other relevant products, Pediatric Research Equity Act requirements, FDAs trade name approval requirements, opportunities for accelerated regulatory processes, etc.), (2) a comprehensive summary of relevant safety, efficacy and pharmacokinetic data to support IRB approvals, IND, and 505(b)(2) NDA approval, (3) a target product profile (including product description, composition, strength, route of administration, prescription v. OTC, indications, dosing and claims to differentiate from other aspirin products), and (4) an integrated product development plan (including plans to support each module of an NDA submission: CMC, preclinical safety, human PK, clinical safety, clinical efficacy, timelines, critical path, Gantt chart, etc.). These reviews were done in preparation for Aspires communication with the FDA, its clinical testing, and its NDA. | 48 | | | | | Aspire recently conducted an in vivo single-dose bioavailability study in healthy human volunteers which ended in July 2025. The final clinical trial report was received on September 5, 2025. This clinical trial evaluated pharmacokinetic endpoints including but not limited to maximum concentrations of aspirin and/or its metabolites in plasma (Cmax), time of maximum concentrations (Tmax), and area under the time curve concentrations (AUC) following sublingual dosing of two different pharmaceutical formulations of Aspires sublingual aspirin compared to standard oral aspirin. Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure of platelet inhibition) was evaluated as a secondary endpoint. Data from this bioavailability study will be used to select the optimal pharmaceutical formulation of aspirin and to support filing of an NDA. This trial was exempt from Investigational New Drug (IND) filing requirements under 21 C.F.R. 320.31(d) because it is a human bioavailability trial of an FDA-approved active ingredient that is not a new chemical entity, a radioactively labeled drug product, or cytotoxic drug product, using a dose not exceeding the dose specified in the labeling of the approved drug product, conducted in compliance with the requirements for review by an Institutional Review Board (IRB), with reserve test article samples retained by the study sponsor. The results showed that Aspires product entered the bloodstream faster than conventional aspirin and had a more significant impact on TxB2 than conventional aspirin. Management believes that both results are very positive. Following receipt and analysis of the clinical trial results, Aspire submitted a pre-IND written request to the FDA on October 31, 2025, to which the FDA responded positively on November 13, 2025, essentially approving the proposed next clinical trial approximately 32 healthy human volunteers to evaluate the pharmacodynamic effect of a single dose of Aspires high dose aspirin on platelet inhibition compared to that of standard oral aspirin. The proposed primary endpoint for an additional trial would be time to TXB2 inhibition. Variability of TXB2 inhibition and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed as secondary endpoints. If needed, the additional trial will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect (TXB2 inhibition) following administration of Aspires aspirin compared to standard oral aspirin (standard of care for treatment of suspected acute myocardial infarction). Aspire is hoping to conduct this next trial starting in approximately June 2026. Following completion of this additional trial, Aspire would submit a section 505(b)(2) NDA for Aspires aspirin product to the FDA seeking approval to market the product for treatment of suspected acute myocardial infarction. Additional clinical trials focused on differentiating Aspires aspirin from standard oral aspirin based on TXB2 inhibition and gastrointestinal irritation, ulceration and bleeding during longer term use may be conducted to support subsequent 505(b)(2) NDAs and/or supplemental NDAs for our aspirin in other therapeutic indications focused on the antithrombotic and analgesic effects of aspirin. **Current Development Status of Other Products** **Melatonin:** Aspires scientists have developed a working formulation for a sublingually administered melatonin sleep-aid product, in 3mg, 5mg, and 10mg doses and has created a batch of product and completed limited testing. Aspire may, although it is not required to, conduct a limited pharmacokinetic study using at least eight volunteers, comparing to orally administered melatonin products on the market, in order to support its claims and labeling. No FDA approval is required for melatonin, which is sold as a supplement. Melatonin is a popular sleep aid and Aspire has begun exploring licensing possibilities. The Company has filed for patent protection of its melatonin formulation in patent application 63/890,248 filed on 9/25/25 (part of the Omnibus Patent). **Vitamins:** Aspires scientists have developed a working formulation for sublingually administered vitamins D, E and K. The Company has filed for patent protection of its vitamin products in the Omnibus Patent. **ED Medication:** Aspires scientists are also developing a working formulation for a sublingual ED (erectile dysfunction) product. The timeline to market will be similar depending on the speed of formulation, availability of resources, market conditions and other factors. FDA approval would likely take at least 2-3 years as ED medication is not likely a candidate for fast-track/breakthrough therapy approval. The Company has filed for patent protection of its ED formulation in the Omnibus Patent. | 49 | | | | | **Caffeine Products:** Aspire has developed a working formula for a single serving sublingual pre-workout supplement as well as a single dose coffee or soda replacement with health benefits, using its patent-pending sublingual absorption technology. Aspire has manufactured trial runs of this supplement and conducted consumer and safety testing in the second quarter of 2025. Aspire entered into a manufacturing agreement with Desert Stream, Inc. (Nephi, UT), a nutrition and supplement manufacture with experience in caffeine products, through its wholly-owned subsidiary Buzz Bomb Caffeine Company LC. Aspire and Desert Stream have developed a half dozen flavors of the product. Aspire has registered several trademarks that it intends to use with these products and obtained domain names as well. Aspire unveiled its caffeine product at two large fitness conventions in the first week of August 2025 and began selling initial versions of its caffeine products in the third quarter of 2025. After that product was well-received, Aspire entered into a manufacturing contract with Supranaturals (Springville, UT) to manufacture 2,000,000 units of its caffeine supplement which is marketed under the trademark Buzz Bomb (see buzzbombcaffeine.com). The new marketing and labeling of these 2,000,000 units began on January 15, 2026. **Other Products:** Aspires scientists have created formulations for anti-nausea products (meclizine and ondansetron), alprazolam, clopidogrel, microdose nicotine, and semaglutide, and are considering formulations for anti-psychotic products, seizure medication, and several other classes of drugs, all using our sublingual mode of administration. We anticipate taking several of these products to market as the research and development dictates, as well as market conditions and company funding. Aspire has filed patents protecting several of these products: nicotine (Omnibus Patent), alprazolam (patent application 63/957,370 filed 1/9/26), meclizine (patent application 63/971,320 filed 1/29/26), clopidogrel (patent application 63/957,361 filed 1/9/26), and ondansetron (patent application 63/970,377 filed on 1/28/26). **Competition** The biopharmaceutical industry is characterized by rapidly advancing technologies, intense competition and strong emphasis on proprietary products. While we believe that our sublingual absorption technology, knowledge, experience and scientific resources provide us with competitive advantages, we face potential competition from many sources, including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions and government agencies and public and private research institutions. Any product candidates that we successfully develop and commercialize will compete with existing therapies and new therapies that may become available in the future. Many of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources than we do and significantly greater experience in the discovery and development of product candidates, obtaining FDA and other regulatory approvals of treatments and commercializing those treatments. These same competitors may invent technology that competes with our product candidates. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated among a smaller number of our competitors. These competitors also compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical study sites and subject registration for clinical studies, as well as in acquiring technologies complementary to, or necessary for, our programs. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. We expect any products that we develop and commercialize to compete on the basis of, among other things, efficacy, safety, convenience of administration and delivery, price, the level of generic or biosimilar competition and the availability of adequate reimbursement from government and other third-party payors. Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market. In addition, we expect that our products, if approved, will be priced at a premium over competitive generic products and our ability to compete may be affected in many cases by insurers or other third-party payors seeking to encourage the use of generic products. | 50 | | | | | We expect that Aspires aspirin products will compete with currently approved products, such as Bayer aspirin, Advil and Tylenol, and, if approved, other product candidates currently under development. To our knowledge, there are currently no sublingual aspirin products on the market and none listed inside of the Food and Drug Administrations (the FDA) Approved Drug Products with Therapeutic Equivalence Evaluations book, also known as the Orange Book. **Intellectual Property** Our commercial success depends in part on our ability to obtain and maintain proprietary or intellectual property protection for our drug candidates, including our drugs and supplements using our patent-pending sublingual absorption technology, and other know-how; to operate without infringing on the proprietary rights of others; and to prevent others from infringing our proprietary or intellectual property rights. Our practice is to seek to protect our proprietary and intellectual property position by, among other methods, filing U.S. and international patent applications related to our proprietary drug candidates, inventions and improvements that are important to the development and implementation of our business. We also rely on trade secrets, know-how and continuing technological innovation to develop and maintain our proprietary and intellectual property position. Any patents granted from national/regional phase applications of International Application No. PCT/US2024/022318 (which claims priority to U.S. Application No. 63/456,290) or applications claiming priority to International Application No. PCT/US2024/022318 will have a nominal expiration of March 29, 2044. The Company further intends to file a PCT application on October 1, 2025, claiming priority to U.S. Application No. 63/702,381. Any patents granted from national/regional phase applications of this PCT application or applications claiming priority to this PCT application will have a nominal expiration of October 1, 2045. The patent applications cover composition of matter (formulations), including product-by-process coverage, as well as uses of the formulations. Provisional patent application Serial No. 62/794,141 expired on January 19, 2020. Prior to expiration of 62/794,141, two non-provisional patent applications were filed under the Patent Cooperation Treaty (PCT), each claiming priority to 62/794,141. These PCT applications have PCT Application Nos. PCT/US2020/013863 and PCT/US2020/014218, respectively. National/regional phase entries of these PCT applications were due on July 18, 2021, or August 18, 2021, depending on the specific country/region. No national/regional phase entries were completed by the deadlines. The expired patent properties do not describe Aspires aspirin formulation technology. Aspires aspirin formulation technology is covered by pending patent application nos. PCT/US2024/022318 and 63/702,381, which are Aspires primary patent properties. The expired patent properties were intended to supplement the later-filed primary patent properties covering Aspires aspirin formulation technology. At the time of its acquisition of assets, Aspire was not aware that the patent properties had expired. Aspires Omnibus Patent to extend its novel intellectual property rights to cover many other classes of drugs and supplements was filed in October 2025, as set forth above. In addition, Aspire has file the patents referred to above and intends to file further patents as warranted. Trademark Registration No. 4823125 (granted from Trademark Serial No. 86274378) was cancelled on April 8, 2022, for failure to file maintenance documents due on March 29, 2022. Aspire was not aware of the March 29, 2022, filing deadline at the time of the Asset Purchase Agreement, which was executed one day prior to the filing deadline. Aspire has filed new trademark application Serial No. 98793226, which covers the Instaprin mark. | 51 | | | | | The Company believes that it is important to note that while the previously acquired intellectual property is dead or expired, Aspire has used these technologies and relationships as the foundation of their new patent applications and formulations. Aspires management had always intended to build upon the acquired intellectual property assets and enhance the patent protections and apply the technology to new patented products and classes of products. Aspire has maintained the relationships with the individuals who cultivated the original science and research. Aspire has built upon these technologies, research, and relationships to improve and expand upon the previous intellectual property as reflected in their most recent patent applications. **Recent Development** **Recapitalization** On August 26, 2024, PowerUp Acquisition Corp. (PowerUp) entered into an Agreement and Plan of Merger (as amended from time to time, the Merger Agreement) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), the New Sponsor, Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto Rico corporation. On the Closing Date, Merger Sub merged with and into Aspire Biopharma, Inc, with Aspire Biopharma, Inc being the surviving company. After giving effect to the Reverse Recapitalization, Aspire Biopharma, Inc became a wholly-owned subsidiary of New Aspire. In accordance with the terms and subject to the conditions of the Merger Agreement and the Proposed Charter, at Closing Date, the Aspire Biopharma, Inc Stockholders collectively received, in the aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of New Aspire Common Stock with an aggregate value equal to (a) $350 million less (b) the amount by which Aspire Biopharma, Incs cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by PowerUp), if any, less (c) Aspires Indebtedness at Closing. To the satisfaction or waiver of the conditions of the Merger Agreement, PowerUp migrated out of the Cayman Islands and domesticated as a Delaware corporation. Also prior to the Closing Date, Aspire Biopharma, Inc deregistered as a Puerto Rican entity and domesticated as a Delaware corporation (the Aspire Domestication) in accordance with Section 3746 of the Puerto Rico General Corporations Act (as amended) and Section 388 of the Delaware General Corporation Law. Pursuant to the Aspire Domestication, Aspires jurisdiction of incorporation was changed from Puerto Rico to the State of Delaware. In connection with the Aspire Domestication, all issued and outstanding shares of Aspires pre-domestication voting common stock, Series A preferred stock, and any unconverted warrants automatically converted, on a one-for-one basis, into shares of the post-domesticated entitys common stock, Series A preferred stock, and warrants, respectively. In connection with the change of PowerUps jurisdiction of incorporation from the Cayman Islands to the State of Delaware ( the PowerUp Domestication), prior to the consummation of the Reverse Recapitalization (the Closing Date): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the Class A common stock), of PowerUp converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of New Aspire (the New Aspire Common Stock); and (ii) each issued and outstanding whole warrant to purchase Class A common stock of PowerUp automatically represented the right to purchase one share of New Aspire Common Stock, at an exercise price of $460 per share, after giving effect to the 1 for 40 reverse stock split, on the terms and conditions set forth in the Warrant Agreement, dated as of February 17, 2022, by and between PowerUp and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent, also referred to herein as the Transfer Agent) (the Warrant Agreement). Immediately following the PowerUp Domestication, (i) the New Aspire Common Stock reclassified as common stock, par value $0.0001 per share (the New Aspire Common Stock); (ii) each issued and outstanding unit of PowerUp that has not been previously separated into the underlying Class A ordinary share and underlying one-half of one warrant upon the request of the holder thereof were cancelled and entitled the holder thereof to one share of New Aspire Common Stock and one-half of one public warrant, with a whole public warrant representing the right to acquire one share of New Aspire Common Stock at an exercise price of $460 per share, after giving effect to the 1 for 40 reverse stock split, on the terms and conditions set forth in the Warrant Agreement; (iii) the governing documents of PowerUp were amended and restated and become the certificate of incorporation and the bylaws of New Aspire and (iv) the form of the certificate of incorporation and the bylaws were appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by the PowerUp shareholders, other than the amendments to the PowerUp governing documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing of the Reverse Recapitalization. No fractional warrants were issued upon the separation of units and only whole warrants are traded. | 52 | | | | | Immediately prior to the effective time of the consummation of the Reverse Recapitalization, Aspire Biopharma, Inc caused (i) each share of Aspire Biopharma, Inc Preferred Stock that is issued and outstanding immediately prior to the effective time of the Reverse Recapitalization to be automatically converted into a number of shares of Aspire Common Stock at the then-effective conversion rate (the Preferred Conversion). All of the shares of Aspire Preferred Stock converted into shares of Aspire Common Stock were no longer outstanding and ceased to exist, and each holder of Aspire Biopharma, Inc Preferred Stock thereafter ceased to have any rights with respect to such Aspire Biopharma, Inc Preferred Stock. Aspire Biopharma, Inc caused each Aspire Biopharma, Inc. warrant to be terminated in exchange for shares of Aspire Common Stock in accordance with the respective warrant agreements associated with each such warrant. On February 17, 2025 (the Closing Date), the Reverse Recapitalization was consummated. In connection with the consummation of the Reverse Recapitalization PowerUp Acquisition Corp. changed its name to Aspire Biopharma Holdings, Inc. On February 17, 2025, the Company entered into a Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC, a sole member entity controlled by Aspires former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the Investors). Under the Securities Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (Debentures) in an aggregate principal amount of $3,750,000, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures (Requisite Holders), under the Securities Purchase Agreement (the Offering). The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Companys shares of common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Companys common stock provided that no conversion may be at a price per share less than the floor price of $4.00 per share (*See Note 7 - Convertible Notes*). In connection with the Reverse Recapitalization, on the Closing Date, certain officers, directors, and stockholders of Aspire Biopharma, Inc each entered into a non-competition agreement and lock-up agreements with the Company. The Reverse Recapitalization was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PowerUp, who is the legal acquirer, was treated as the acquired company for financial reporting purposes and Aspire Biopharma, Inc was treated as the accounting acquirer. Aspire Biopharma, Inc has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under the redemption scenarios: | | Aspire Biopharma Incs existing stockholders will have more than 64.4% of the voting interest of New Aspire under both the no redemption and maximum redemption scenarios; | | | | Aspire Biopharma Incs senior management will comprise the senior management of New Aspire; | | | | the directors nominated by Aspire will represent the majority of the board of directors of New Aspire; | | | | Aspire Biopharma Incs operations will comprise the ongoing operations of New Aspire; and | | | | New Aspire will assume Aspires name. | | Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of a capital transaction in which Aspire is issuing stock for the net assets of PowerUp. The net assets of PowerUp will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Aspire Biopharma, Inc. | 53 | | | | | **Equity line of credit Agreement** On November 11, 2025, the Company entered into a new Purchase Agreement (the Second ELOC Agreement) with Arena Business Solutions Global SPC II, Ltd. (Arena). Under the Second ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase up to $100,000,000 in shares of the Companys common stock (the ELOC Shares) upon satisfaction of certain terms and conditions contained in the Second ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering the resale of the ELOC Commitment Fee Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement. The term of the ELOC Agreement began on November 11, 2025 and ends on the earlier of (i) the first day of the month following the 36-month anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the Commitment Period). In consideration for the Arenas execution and delivery of the ELOC Agreement, the Company is required to issue Common Shares to Arena equal to $250,000 divided by the lowest 1-Trading Day VWAP of the Common Shares of the five (5) Trading Days immediately preceding the effectiveness of the initial registration statement (the Commitment Fee Shares), plus $25,000 in Common shares for fees associated with the prior ELOC Agreement with the Company, based on a priceequal to the lowest 1-Trading Day VWAP of the Common Shares of the five (5) Trading Days immediately preceding the date of execution and delivery of this Agreement. No Common Shares have been issued to Arena under the Second ELOC Agreement after the balance sheet date through the date that the financial statements were issued. Second ELOC Agreement replaces the ELOC Agreement described in Note 9. **Securities Purchase Agreement** On February 17, 2025, the Company entered into a Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC (Cobra), a sole member entity controlled by Aspires former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. (a firm that Mr. Friedman controls) that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the Investors). Under the Securities Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (Debentures) in an aggregate principal amount of $3,750,000, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures (Requisite Holders), under the Securities Purchase Agreement (the Offering). The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Companys shares of common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Companys common stock provided that no conversion may be at a price per share less than the floor price of $4.00 per share. The closing was consummated on February 20, 2025 (the SPA Closing) and the Company issued to the Investors Debentures in an aggregate principal amount of $3,750,000 (the Closing Debentures). The Closing Debentures were sold to the Investors for a purchase price of $3,000,000, representing an original issue discount of twenty percent (20%). The Company may issue additional Debentures under the terms of the Securities Purchase Agreement if the Requisite Holders agree. Any such additional closings would be in such amounts as the Company and the Requisite Holders mutually agree upon and would be subject to substantially the same closing conditions as the Closing Debentures. | 54 | | | | | As consideration for the Investors consummation of the SPA Closing, concurrently with the SPA Closing, each Investor received a pro rata portion of 52,663 shares of common stock after giving effect to the 1-for-40 reverse stock split (SPA Commitment Shares), of which 25,000 were freely tradable, subject to a leak out agreement (the Leak Out Agreement) whereby each Investors sales may not exceed 15% of the daily trading volume of the common stock on the date of sale. **Convertible Notes** On August 19, 2025, 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 notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000 (the August 2025 Notes) with a maturity date of February 19, 2026. The Notes have a 20% original issue discount which is included in the aggregate principal amount of $9,687,500 and do not bear an interest rate. Of the $7,750,000 total funding under the Securities Purchase Agreement, $4,500,000 was funded on August 19, 2025 (the first Tranche), $1,000,000 was funded on September 22, 2025 (the Second Tranche), and the balance of $2,250,000 (the Third Tranche) was funded on September 30, 2025. The Notes are convertible into up to an aggregate of 3,679,436 Common Stock (the Conversion Shares) after giving effect to the 1-for-40 reverse stock split, subject to certain conditions. The Company incurred debt issuance costs of $907,500 which is capitalized and amortized over the term on the Notes. The Notes are convertible (in whole or in part) at any time on or after the thirty-first (31st) day following the Issuance Date into such number of shares of Common Stock as shall be determined by dividing (x) that portion identified by the Purchaser of (A) the outstanding principal amount, plus (B) accrued and unpaid interest with respect to such outstanding principal amount of such Purchasers Note and any other amounts owing under such Note or other Transaction Documents (the as that term is defined in the Notes) by (y) the conversion price then in effect on the date on which the Purchaser delivers a notice of conversion. The conversion price means the greater of (i) eighty (80%) percent of the lowest Closing Price on any Trading Day during the five (5) Trading Days prior to the applicable conversion date or (ii) the floor price (the Floor Price). The Floor Price means 20% of the average closing price of our Common Stock for the five days prior to the Closing Date. The Notes may not be converted and shares of Common Stock may not be issued under Notes if, after giving effect to the conversion or issuance, such Purchaser (together with its affiliates, if any) would beneficially own in excess of 4.99% of our outstanding shares of our Common Stock, which we refer to herein as the Note Blocker. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable Purchaser of Notes, except that any raise will only be effective upon 61-days prior notice to us. In connection with the Purchase Agreement, the Company entered into a registration rights agreement, dated as of August 19, 2025 (the Registration Rights Agreement), pursuant to which the Company agreed to file the initial resale registration statement by no later than September 18, 2025, to register the resale of the Common Stock underlying the Notes. The resale registration statement became effective on September 30, 2025. **Conversion of Notes** In October 2025 and November 2025, a total value of $9,523,683 of convertible notes were converted into 2,219,932 shares of common stock of the Company after giving effect to the 1-for-40 reverse stock split. | 55 | | | | | **Nasdaq Notices** On April 16, 2025, the Company received two letters from The Nasdaq Stock Market 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 Companys MVLS having been below the minimum level for the prior 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(C), the Company was entitled to a 180-day grace period, which ended on October 13, 2025, to rectify the deficiency. In order to do so, the Company was required to achieve and maintain an MVLS of at least $50,000,000 or more for a minimum of 10 consecutive business days (Nasdaq may monitor the MVLS compliance for up to 10 consecutive business days). The second letter notified of the deficiency with regard to Rule 5450(a)(1) (the Bid Price Notice together with the MVLS Notice, the Notices), which requires the Company to maintain a minimum bid price of $1.00 per share (the Bid Price Rule) for continued listing on The Nasdaq Global Market. The Company did not regain compliance with the MVLS Rule or the Bid Price Rule within the relevant compliance periods. Accordingly, on October 15, 2025, (the October Letter) the Staff notified the Company that its securities were subject to delisting from Nasdaq unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the Panel). Both items of noncompliance serve as an independent basis for delisting the Companys securities from Nasdaq. The Company retained an advisor and requested a hearing before the Panel and held the hearing. At the hearing, the Company was granted until February 17, 2026, to regain compliance with the two deficiencies. On February 3, 2026, the Company was notified that it had regained compliance with the Bid Price Rule. As a result of the Preferred Stock Offering, the Company believes that it exceeds the $2,500,000 stockholders equity rule and is waiting for confirmation that it meets the stockholders equity rule. On February 18, 2026, the Company was notified that it has regained compliance with Listing Rule 5450(b)(2)(A), the MVLS Rule, and is in full compliance with the terms set forth in the Panels (Panel) decision dated December 11, 2025 **Default Notices and Settlement Agreement** On April 1, 2025, the Company received two default notices, first citing failure to timely file the Companys Form 10-K by March 31, 2025 and for late filing of the Form S-1, as required by Blackstone Subscription Agreement discussed in Note 6, and second citing a cross default to the Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC as described in Note 7, both entities controlled by the Companys former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. that was terminated effective February 17, 2025. The Company maintains that it was not in default at any time since the Company filed Form NT 10-K and the required filings were made within the automatic extension period. On April 24, 2025, the Company entered into a settlement agreement (the Settlement Agreement) with Cobra Alternative Capital Strategies LLC, Blackstone Capital Advisors, Inc., and their affiliates (collectively, the Lenders) to resolve all matters related to previously issued notices of default and to amend certain outstanding loan agreements. Pursuant to the Agreement, the Lenders withdrew and cancelled all prior notices of default and acceleration previously delivered to the Company on April 1, 2025. Any alleged previous defaults under the Companys loan agreements were deemed cured, and all previous accelerations of payment were rendered null and void. The Company maintains that it was not in default at any time. Additionally, the Agreement provides for an extension of the maturity dates of key promissory notes by seventy-five (75) days, extending the earliest maturity date to August 15, 2025, and amending additional notes to extend their maturity dates to September 10, 2025. | 56 | | | | | In connection with the Agreement, the Company agreed to issue 15,625 shares of common stock after giving effect to the 1 for 40 reverse stock split to Blackstone Capital Advisors, Inc. and to register those shares, along with certain other restricted securities, through the filing of a registration statement on Form S-1 no later than May 13, 2025. The Company also agreed to remove lock-up restrictions on certain shares held by Cobra Alternative Capital Strategies LLC, Blackstone Capital Advisors, Inc., and Thor Special Situations LLC, enabling such shares to be made eligible for transfer to the Direct Registration System. The Lenders also agreed to enter into lock-up/leak-out agreements governing the sale of Company shares through August 20, 2025, with sale limitations tied to the Companys daily trading volume, as detailed in the Agreement. **Appointment of new CEO** On June 10, 2025, Kraig Higginson, Chief Executive Officer of the Company resigned from the role of Chief Executive Officer and continues to serve as Chairman of the Board of Directors. On June 10, 2025, the Board of Directors appointed Michael Howe, who was then a member of the Board of Directors, to serve as Chief Executive Officer of the Company. Mr. Howe continued to serve as a Director on the Board until his resignation. On July 24, 2025, Michael Howe, Director and Chief Executive Officer of the Company, stepped down from the role of Director and Chief Executive Officer. In connection with this transition, the Board of Directors appointed Kraig Higginson, currently the Chairman of the Board of Directors, to serve as Interim Chief Executive Officer of the Company, effective July 24, 2025. The Company is currently undergoing a search for a permanent CEO with appropriate experience. **Board Changes** On January 7, 2026, Surendra Ajjarapu, a Director of the Company, notified the board of directors of his intention to step down from the role of Director, effective immediately. Mr. Ajjarapus decision to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the Companys management. On February 6, 2026, Donald G. Fell resigned from the Companys board of directors. Mr. Fells decision to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the Companys management. In connection with this transition, Philip Balatsos has been appointed to fill one of the vacancies on the Board of Directors left by the aforementioned resignations. Philip Balatsos is a Senior financial markets executive with experience in foreign exchange and emerging market sales and trading. He has a proven track record of driving revenue growth, expanding institutional client relationships, and building businesses across global markets. His experience spans bulge-bracket banks, international financial institutions, entrepreneurial ventures, and public company boards. He presently holds a senior position at Oscar Gruss & Son Inc. in foreign exchange sales and trading. He previously served as vice president of foreign exchange and emerging markets rates sales and trading at XP Investments US LLC and was the director of foreign exchange hedge fund sales at Barclays Capital. He currently serves on the Board of Directors of Ciso Global, Inc. and Inspire Veterinary Partners, Inc. (OTCMKTS: IVPR), and served on the Board of Directors of Sadot Group Inc. from October 2019 through December 2023. He earned his Bachelor of Science in business administration from Skidmore College. **Exchange Agreements** On January 1, 2026, the Company entered into Exchange Agreements (the Exchange Agreements) with certain holders of the Companys debt (the Holders) to exchange approximately $1.75 million in debt for shares (the Exchange Shares) of the Companys common stock (the Exchange) (See Note 5). The debt was incurred by the Companys predecessor, PowerUp Acquisition Corp. (PowerUp) pursuant to subscription agreements dated March 4, 2024, and May 9, 2024. The Holders were Sponsors of PowerUps initial public offering. | 57 | | | | | Pursuant to the Exchange Agreements, the Holders may, in their discretion, submit a notice of exchange setting forth the Exchange Amount, the Exchange Shares, and the applicable Exchange Price (as those terms are defined in the Exchange Agreements). Within one business day of receipt of an Exchange Notice, the Company will issue to such holder the number of Exchange Shares equal to the Exchange Amount divided by the Exchange Price, and such Exchange Amount shall be deducted from the Outstanding Balance (as that term is defined in the Exchange Agreements) owed to such Holder. The Exchange Price is equal to the closing price of the Companys Common Stock on the Trading Day immediately prior to any Exchange Notice less one cent ($0.01) which shall be deemed an administrative fee to cover the costs of depositing the Exchange Shares. Each Holder may submit up to four (4) Exchange Notices, but each Exchange Notice may not exchange more than thirty percent (30%) of the applicable Holders Outstanding Balance. Each Holder must submit all Exchange Notices it determines to submit pursuant to the terms of the Exchange Agreements by no later than January 31, 2026, subject to certain reasonable exceptions. The Exchange Shares shall be delivered to the Holders as freely tradeable, free and clear of any transfer restrictions, and without any restrictive legends. In addition, upon a financing in excess of $3,000,000 (a Financing), the Company may repay part or all of any Holders Outstanding Balance. Upon a Financing, a Holder may elect to receive cash proceeds from any Financing in an amount equal to twenty five percent (25%) of such Holders Outstanding Balance, to be applied to such Holders Outstanding Balance. If a Holder elects to require any part of its Outstanding Balance to be repaid from the proceeds of a Financing, it can elect to receive up to 33.33% of the aggregate proceeds of such Financing. In January 2026, pursuant to the Exchange Agreements, the Subscription Agreement Loan balances along with applicable interest were converted into 393,638 shares of ordinary stock of the Company after giving effect to the 1-for-40 reverse stock split. **2024 Stock Incentive Plan and Approval of Equity Award Agreements** On January 8, 2026, the Board of Directors (the Board) of Aspire Biopharma Holdings, Inc. (the Company) confirmed certain terms of the 2024 Stock Incentive Plan (the Plan), which was approved by the Companys stockholders at an extraordinary general meeting of stockholders held on February 4, 2025 (the Meeting), by determining the share limit numbers of 122,250 after giving effect to the 1-for-40 reverse stock split, to be included in the Plan in accordance with the terms of the Plan and the Proxy Statement for the Meeting (the Proxy Statement). The Plan permits the Company to grant various incentive awards to eligible employees, directors, and consultants, with the goal of attracting, retaining and motivating persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the Companys stockholders. On January 8, 2026, the Board also approved and adopted forms of award agreements with respect to grants of restricted stock units(RSUs) and stock options (Options) under the Plan, to be used for grants of equity awards to the Companys executive officers, directors and other employees (the Award Agreements). Each RSU represents the right to receive a share (a Share) of the Companys common stock, par value $0.0001 per share (the Common Stock), upon the RSU becoming vested, subject to continued employment through the applicable vesting date. Each Option represents the right to purchase a Share at a predetermined exercise price, subject to continued employment through the applicable vesting date. **Reverse Stock Split** On January 16, 2026, the Company effected a 1-for-40 reverse stock split. The authorized shares and par value per share of common stock were unchanged by the reverse stock split. | 58 | | | | | **January 2026 Securities Purchase 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 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 Companys 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 Companys common stock as incentive shares. **Series A Preferred Stock** 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. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Preferred Stock. Terms not otherwise defined in this item shall have the meanings given in the Certificate of Designation. The following is a summary of the terms of the Preferred Stock: *Conversion.* Pursuant to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K (the Certificate of Designation), each share of Preferred Stock, subject to the Stockholder Approval (as defined in the Certificate of Designation), is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation)for each of the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of Designation (the Conversion Price). The floor price is equal to 20% of the Minimum Price (as such term is defined by the rules and regulations of the Nasdaq Stock Market LLC, Rule 5635(d)(1)(A)) (or such lower amount as permitted, from time to time, by the Principal Market (the Floor Price). The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price. The shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% (the Maximum Percentage) of the shares of Common Stock that would be issued and outstanding following such conversion. An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first(61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Companys Common Stock unless and until the Company has obtained the shareholder approval required by Nasdaq Listing Rule 5636(d). | 59 | | | | | *Ranking.* The Series A shall rank (i) senior to all of the Common Stock; (ii) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series A (Junior Securities); (iii) on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Preferred Stock (Parity Securities); and (iv) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms senior to any Series A (Senior Securities), in each case, as to dividends or distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily. Subject to any superior liquidation rights of the holders of any Senior Securities of the Corporation and the rights of the Corporations existing and future creditors, upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a Liquidation), each Holder shall be entitled to be paid out of the assets of the Corporation legally available for distribution to stockholders, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to the Stated Value for each share of Series A held by such Holder and an amount equal to any accrued and unpaid dividends thereon, and thereafter the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Series A were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. The Corporation shall mail written notice of any such Liquidation, not less than sixty (60) days prior to the payment date stated therein, to each Holder. *Price Protection.* Except for any Exempt Issuance, in the event the Corporation issues or sells any securities including Options or Convertible Securities (or amends any outstanding securities of the Company), at an effective price of, or with an exercise or conversion price of less than the Conversion Price, then upon such issuance or sale, the Conversion Price shall be reduced to the lesser of (i) the Floor Price; or (ii) the sale price or the exercise or conversion price of the securities issued or sold. In case any shares of Common Stock, Convertible Securities or Options are issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction, each share of Common Stock underlying any such Convertible Securities or Options shall be deemed to be one additional share of Common Stock for the purposes of determining the effective price of the non-Exempt Issuance. *Participation Rights.* Subject to certain terms and conditions in the Certificate of Designation, until the six (6) month anniversary of the issuance of the Series A to the Holder, upon any Subsequent Financing, the Holders of the outstanding Series A shall have the right to participate in an amount equal to an aggregate of 30% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. **February 2026 Securities Purchase Agreement** 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), pursuant to which the Company agreed to issue and sell, in a private placement (the Offering), up to 25,000 shares (the Shares) of the Companys newly-designated Series A Convertible Preferred Stock, par value $0.0001 per share (the Preferred Stock), which Preferred Stock is convertible into shares of the Companys common stock, par value $0.0001 per share (the Common Stock) as more fully described in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the Certificate of Designation). Pursuant to the Certificate of Designation on February 6, 2026, subject to Stockholder Approval (as defined below), each share of Preferred Stock is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation) for each of the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of Designation (the Conversion Price).The floor price is equal to 20% of the Minimum Price (as such term is defined by the rules and regulations of The Nasdaq Stock Market LLC under Nasdaq Listing Rule 5635(d)(1)(A)) or such lower amount as permitted, from time to time, by the Principal Market (the Floor Price). The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price. The shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% of the shares of Common Stock that would be issued and outstanding following such conversion (the Maximum Percentage). An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Companys Common Stock unless and until the Company has obtained the shareholder approval required by Nasdaq Listing Rule 5636(d) (Shareholder Approval). | 60 | | | | | 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 and other estimated offering expenses payable by the Company. RBW Capital Partners, LLC acted as placement agent for the Offering. As compensation in connection with the Offering, the Company paid the placement agent a placement agent fee equal to $900,000. The initial closing of the issuance of Preferred Stock occurred on or February 6, 2025 (the Initial Closing). At the Initial Closing, the Company issued 13,750 Shares of Preferred Stock for aggregate gross proceeds of $11,000,000 million, which included $943,801 of debt that converted into Preferred Shares on the same terms. Subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, a second closing may take place, pursuant to which the Company may issue up to 12,500 additional Shares of Preferred Stock for aggregate proceeds not to exceed $10,000,000 (the Second Closing). The Second Closing is contingent on the effectiveness of the registration statement to register the shares of Common Stock issuable upon conversion of the Shares and receipt of Shareholder Approval. In connection with the Offering, the Company will file a proxy statement with the United States Securities and Exchange Commission (the Commission) seeking the approval of its stockholders for (i) the transactions contemplated by the Securities Purchase Agreement, (ii) the issuance of the Preferred Stock and the Common Stock issuable upon the conversion of the Preferred Stock, (iii) a reverse stock split of the Companys Common Stock at a range of one for five (1-for-5) to a maximum of one for five hundred (1-for-500) shares, whether effected in a single transaction or in multiple transactions, and all related amendments to the Companys certificate of incorporation, and (iv) an amendment to the Companys certificate of incorporation to effect an increase in the Companys authorized shares to the extent required to issue the securities. Pursuant to the Securities Purchase Agreement, the Company shall file the proxy statement within ten (10) business days after the initial closing. In addition, the Company and each Investor entered into a registration rights agreement (the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, within fifteen (15) days following the Initial Closing, the Company shall file a resale registration statement on Form S-1 (or Form S-3 if the Company is S-3 eligible) providing for the resale by the Investors of the Registrable Securities (as defined in the Registration Rights Agreement) and to use its best efforts to cause such resale registration statement to be declared effective by the staff of the Commission within forty five (45) days following the Initial Closing, or within sixty five (65) days in the event of a review by the Commission. Pursuant to the Securities Purchase Agreement, the Investors have the right to appoint one (1) director to our Board of Directors. The Securities Purchase Agreement and Registration Rights Agreement contain certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Securities Purchase Agreement and Registration Rights Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement and Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. | 61 | | | | | **Key Financial Definitions/Components of Results** **Revenue** The Company commenced earning revenue in the third quarter of 2025 from the sale of its nutraceutical products. **Operating Expenses** We classify our operating expenses into the following categories: | | General and administrative expenses. General and administrative expenses consist primarily of personnel-related expenses for our executives, consultants and advisors. These expenses also include non-personnel costs, such as rent, office supplies, legal, audit and accounting services and other professional fees. | | | | Research and development expenses. Research and development expenses include internal personnel and third-party consulting costs related to preliminary research and development of the Companys products. | | | | Sales and marketing expenses. Sales and marketing expenses consist primarily of business development professional fees, advertising and marketing costs. | | **Critical Accounting Estimates** Managements discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions can be subjective and complex and may affect the reported amounts of assets and liabilities, revenues, and expenses reported in those financial statements. As a result, actual results could differ from such estimates and assumptions. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements. While our significant accounting policies are described in more detail in Note 3 to our consolidated financial statements appearing in Item 1 to this Annual Report on Form 10-K, we believe that the following accounting policies were most critical to the judgments and estimates used in the preparation of our consolidated financial statements. **Use of Estimates** The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those significant estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates included in these financial statements are the determination of the fair value of the subscription agreements and convertible notes. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. | 62 | | | | | **Segment Information** ASC 280, Segment Reporting (ASC 280), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (CODM) in deciding how to allocate resources and in assessing performance. The Companys CODM is the Chief Executive Officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single reportable segment and decides how to allocate resources based on operating expenses that also is reported on the statements of operations as net income. The measure of segment assets is reported on the consolidated balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in operating expenses and cash and cash equivalents. Operating expenses, inclusive of general and administrative costs, research and development costs and sales and marketing costs, are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements. The categories of operating expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis. **Business Combinations** The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. **Share-Based Compensation** The Company accounts for share-based compensation arrangements granted to employees and vendors in accordance with ASC 718 by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. | 63 | | | | | **Warrants** The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders deficit, the warrant must be (i) indexed to the Companys equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders deficit classification, it is carried on the consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other nonoperating losses (gains) in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders deficit in the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. **Revenue recognition** The Company recognizes revenue in accordance with ASC 606. The core principle of the guidance in ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the Company applied the following five-step model that requires entities to exercise judgment: (1) **Identify the contracts or agreements with a customer:** The Company sells pharmaceutical products directly to customers from its website. The Companys revenue is derived from the customer orders evidenced by invoices issued. Orders placed by customers constitute the Companys contracts with customers. (2) **Identifying the performance obligations in the contract or agreement:** The contract with the customer contains a single performance obligation: the sale of the product. (3) **Determine the transaction price:** The Companys sales arrangements for pharmaceutical products require a full prepayment from the customer at a fixed price per unit based on the terms of the invoice with the customer and before the shipment of products. The transaction price is the amount that reflects the consideration which the Company expects to receive. (4) **Allocate the transaction price to the separate performance obligations:** All transaction prices are allocated to the single performance obligation. (5) **Recognize revenue as each performance obligation is satisfied:** This performance obligation is satisfied when control of the product is transferred to the customer, which generally occurs upon shipment. The Company receives orders for products to be delivered over multiple dates that may extend across reporting periods. The Companys accounting policy treats shipping and handling activities as a fulfillment cost. The Company invoices for each order upon payment and recognizes revenue at the fixed price for each distinct product delivered when transfer of control has occurred, which is generally upon shipment. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. | 64 | | | | | **Recent Accounting Pronouncements** A discussion of recently issued accounting standards applicable to Aspire is described in Note 3, Significant Accounting Policies, in the Notes to Financial Statements contained elsewhere in this Annual Report on Form 10-K. **Results of Operations** The following tables set forth the results of our operations for the periods presented, as well as the changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results. **Years Ended December 31, 2025 and 2024** The following table sets forth the Companys consolidated statements of operations data for the years ended December 31, 2025 and 2024: | | | 2025 | | | 2024 | | | Change | | | | Net revenue | | $ | 6,202 | | | $ | - | | | $ | 6,202 | | | | Cost of revenue | | | 6,318 | | | | - | | | | 6,318 | | | | Gross margin | | $ | (116 | ) | | $ | - | | | $ | (116 | ) | | | | | | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | | | | | General and administrative | | | 17,637,432 | | | | 940,421 | | | $ | 16,697,011 | | | | Research and development | | | 923,914 | | | | 144,356 | | | $ | 779,558 | | | | Sales and marketing | | | 789,829 | | | | 126,094 | | | $ | 663,735 | | | | Loss from operations | | | (19,351,291 | ) | | | (1,210,871 | ) | | $ | (18,140,420 | ) | | | | | | | | | | | | | | | | | | Other income (expenses): | | | | | | | | | | | | | | | Interest Expense | | | (8,531,275 | ) | | | (97,988 | ) | | $ | (8,433,287 | ) | | | Change in fair value of liabilities | | | 3,860,889 | | | | - | | | $ | 3,860,889 | | | | Initial recognition of forward purchase liabilitiy | | | (95,062 | ) | | | - | | | | (95,062 | ) | | | Loss on extinguishment of debt | | | (364,109 | ) | | | - | | | $ | (364,109 | ) | | | Other expense, net | | $ | (5,129,557 | ) | | $ | (97,988 | ) | | $ | (5,031,569 | ) | | | Loss before income taxes | | | (24,480,848 | ) | | | (1,308,859 | ) | | | (23,171,989 | ) | | | | | | | | | | | | | | | | | | Income Tax Expense | | | - | | | | (1,013 | ) | | | 1,013 | | | | Net Loss | | $ | (24,480,848 | ) | | $ | (1,309,872 | ) | | $ | (23,170,976 | ) | | **Gross Profit** The Company commenced sale of products during the year ended December 31, 2025. For the year ended December 31, 2025, total revenue was $6,202 and total cost of revenue was$6,318. **General and Administrative** General and administrative expenses for the year ended December 31, 2025 was $17,637,432 as compared to $940,421 for the year ended December 31, 2024. The $16,697,011 increase in general and administrative reflects increases in professional services such as legal, consulting, stock-based compensation and accounting. Aspire expects that its general and administrative expenses will increase in future periods commensurate with the expected growth of its business and increased expenditures associated with its status as an exchange listed public company. | 65 | | | | | **Research and Development** Research and development expenses for the year ended December 31, 2025 was $923,914 as compared to $144,356for the year ended December 31, 2024. The $779,558 increase in research and development reflects increases in personnel and supplies related costs as the Company continues to develop its products. The Company expects that its research and development expense will increase in future periods commensurate with the expected growth of its business. **Sales and Marketing** Sales and marketing for the year ended December 31, 2025 was $789,829 as compared to $126,094for the year ended December 31, 2024. The $663,735 increase in sales and marketing reflects increases in marketing such as investor awareness costs and product sampling as the Company continues to develop its products. Aspire expects that its sales and marketing expense will increase in future periods commensurate with the expected growth of its business. **Interest expense** Interest expense of $8,531,275 for the year ended December 31, 2025 is a result of the accrual of interest on the convertible notes, subscription agreement and the amortization of debt discount associated with the notes payable related party. **Change in fair value of liabilities** Change in fair value of liabilities of $3,860,889for the year ended December 31, 2025 is a result of change in fair value of subscription loan agreements, convertible notes, forward purchase agreement liability and derivative liability. **Initial recognition of forward purchase liability** For the year ended December 31, 2025, the Company recorded $95,062 initial recognition of the fair value of forward purchase liability related to the ELOC agreement. **Loss on extinguishment of debt** For the year ended December 31, 2025, the Company recorded a$364,109loss on extinguishment of debt resulting from the amendment to the Blackstone Note. **Liquidity and Capital Resources** The Companys primary sources of liquidity have been cash from financing activities. For the year ended December 31, 2025, net loss was $24,480,848. The Company had an accumulated deficit of $27,258,081 as of December 31, 2025. As of December 31, 2025, working capital deficit was $6,280,667 and cash was $1,003,904. In February 2025, the Company received proceeds of approximately $265,827 as a result of the Reverse Recapitalization. Immediately after the consummation of the Reverse Recapitalization, the Company received $3,000,000 from the issuance of convertible notes and an additional net cash proceeds of $2,661,459 after partial repayment of the convertible notes and deal costs pursuant to the August 19, 2025 Securities Purchase Agreement. In February 2026, the Company entered into a Securities Purchase Agreement (See Note 14) pursuant to which it received net payout of approximately $6,777,206 after repayment of the remaining convertible notes and deal costs under the first tranche for purchases of convertible preferred stock. The Company also entered into an ELOC agreement in November 2025, pursuant to which it can sell up to $100 million in common stock over 24 months. The Companys future capital requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity under new and existing agreements. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Companys business, results of operations and financial condition would be materially and adversely affected. As a result of the above, in connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Subtopic 205-40, Going Concern, management has determined that the Companys liquidity condition raises substantial doubt about the Companys ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | 66 | | | | | **Cash flows for the Years ended December 31, 2025 and 2024** The following table summarizes the Companys cash flows from operating and financing activities for the years ended December 31, 2025 and 2024: | | | 2025 | | | 2024 | | | | Net cash used in operating activities | | $ | (4,923,488 | ) | | $ | (265,186 | ) | | | Net cash provided by financing activities | | $ | 5,923,759 | | | $ | 257,645 | | | *Net Cash Used in Operating Activities* Net cash used in operating activities was $4,923,488 during the year ended December 31, 2025 compared to net cash used in operating activities of $265,186 during the year ended December 31, 2024. The period-to-period change was a result of Aspires net loss for the period partially offset by an increase in accrued expenses. *Net Cash provided by Financing Activities* For the year ended December 31, 2025, net cash provided by financing activities was $5,923,759 compared to net cash flow from financing activities of $257,645 during the year ended December 31, 2024. The period-to-period change was primarily due to higher proceeds from the issuance of Aspires common stock related to private placements prior to the Reverse Recapitalization, and the issuance of convertible notes, partially offset by the repayment of convertible notes and subscription agreement loan. **Off-Balance Sheet Financing Arrangements** We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. **Item 7A. Quantitative and Qualitative Disclosures About Market Risk.** As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide disclosure under this Item 7A. | 67 | | | | | **Item 8. Financial Statements and Supplementary Data.** **** Reference is made to pages F-1 through F-34 following Item 16, which comprise a portion of this Report. **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.** **** None. **Item 9A. Controls and Procedures.** **** **Evaluation of Disclosure Controls and Procedures** Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective including those controls surrounding complex accounting areas such as the accounting for the Companys recapitalization. **Plan for Remediation** To remediate the material weaknesses, management will continue to work with its accounting advisors with appropriate technical expertise in U.S. GAAP and SEC reporting to improve the consistency and accuracy of financial data and reporting processes. Management will continue to monitor the effectiveness of the remediation efforts. However, the material weaknesses will not be considered fully remediated until the applicable controls operate effectively for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. **Limitations on the Effectiveness of Controls** Management of the Company, including its Chief Executive Officer and its Chief Financial Officer, does not expect that the Companys disclosure controls and procedures or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons or by the collusion of two or more persons. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. **Changes in Internal Control over Financial Reporting** During the year ended December 31, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures. On February 17, 2025, we completed a reverse recapitalization transaction in which Power Up became the legal acquirer and Aspire Biopharma, Inc. was deemed the accounting acquirer. Following the transaction, we began integrating the financial reporting processes and internal controls of the combined company, including standardizing accounting policies and procedures and implementing common reporting and consolidation processes. These integration activities represent enhancements to our existing internal control over financial reporting. Except for these integration activities, there were no changes in our internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. **Changes in Internal Control over Financial Reporting** **** There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **** **Item 9B. Other Information.** **** None. **** **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections** **** None. | 68 | | | | | **PART III** **** **Item 10. Directors, Executive Officers and Corporate Governance.** **** **Directors and Executive Officers** The Aspire board of directors is classified into Class I, Class II, and Class III directors. The term of office of the Class I directors will expire at the first annual meeting of stockholders following the Closing, and the Class I directors will be elected for a full term of three years. At the second annual meeting of stockholders following the Closing, the term of office of the Class II directors will expire and Class II directors will be elected for a full term of three years. At the third annual meeting of stockholders following the Closing, the term of office of the Class III directors will expire and Class III directors will be elected for a full term of three years. At succeeding annual meetings of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Subject to any limitations imposed by applicable law, any vacancy occurring in the Aspire board for any reason, and any newly created directorship resulting from any increase in the authorized number of directors will, unless (a) the Aspire board determines by resolution that any such vacancies or newly created directorships will be filled by the stockholders, or (b) as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and not by the stockholders. As of the date of this Report, our directors and officers are as follows: | Name | | Age | | Class | | Position | | | Kraig T. Higginson | | 70 | | III | | Chief Executive Officer and Chairman; Director | | | Ernest J. Scheidemann | | 65 | | N/A | | Chief Financial Officer | | | Philip Balatsos | | 48 | | II | | Director | | | Edward J. Kimball | | 61 | | II | | Director | | | Howard Doss | | 72 | | III | | Director | | The experience of our directors and executive officers is as follows: **Kraig T. Higginson**. Mr. Higginson was appointed Chief Executive Officer (CEO) and Chairman of the Board of Directors of Aspire Biopharma Inc. in September 2021. Mr. Higginson served as the Chairman and CEO of Sundance Strategies, Inc., a publicly traded company, from 2014 to 2021. Mr. Higginson served as Chief Executive Officer of VIA Motors, Inc. (Via Motors), a hybrid electric vehicle company (PHEV), from November 2010 to January 2014, where he was responsible for overseeing the management and business of Via Motors and its employees. From October 2003 until November 2010, he served as Chairman of the Board of Directors of Raser Technologies, Inc. (Raser Technologies), which was an NYSE listed company at that time. Mr. Higginson also founded American Telemedia Network, Inc. (American Telemedia), a publicly traded NASDAQ company that developed a nationwide satellite network broadcasting data, video programming and advertising to shopping centers and malls, and he served as President and Chief Executive Officer of American Telemedia from 1984 through 1988. Mr. Higginsons years of experience in the management of public companies is a great asset to the Company. We believe that Mr. Higginson is qualified to serve as a member of the Board and as an executive because of his extensive business background. **Ernest J. Scheidemann**. Mr. Scheidemann was appointed Chief Financial Officer (CFO) of Aspire Biopharma Inc. in July 2022. Starting in November of 2018, Mr. Scheidemann has advised or was retained as an outsourced Chief Financial Officer (CFO), and/or financial advisor for many companies, including public and private companies, special situations, and start-ups, through his firm FinTrust Consulting, LLC. Mr. Scheidemann was the CFO of Benchmark Builders, Inc. from April 2017 through November 2018. From 2008 to 2015, Mr. Scheidemann was CFO of ASG Technologies, Inc., a private global software company later acquired by Rocket Software. Prior to that, Mr. Scheidemann was the Treasurer and CFO of WCI Communities, a $2.0 billion publicly traded homebuilder from 2004 to 2008 and held various progressive finance and accounting leadership roles with AT&T Corp from 1984 through 1999. Mr. Scheidemann is a Certified Public Accountant (CPA) and holds a Certified in Financial Forensics (CFF) accreditation from the America Institute of CPAs. We believe that Mr. Scheidemann is qualified to serve as an executive officer of the Company because of his extensive business and accounting background. **Directors** **Edward J. Kimball**. Edward J. Kimball, MD is a Director of Aspire. Since 2019, Dr. Kimball has been a Professor of Surgery at the University of Utah Health Sciences Center and has served as Medical Director of Surgical Critical Care at the Salt Lake VA Medical Center since 2008. He is the Chief Medical Officer for Outreach Network Development and Telehealth and Medical Director of TeleICU services for U Health and has held the position since 2014. Dr. Kimballs research in critical care medicine has been focused on shock resuscitation, inflammation and its effects on abdominal organ function. He and his colleagues designed the device used as an international standard for assessing intra-abdominal pressures in critically ill patients. He is the current president of the World Abdominal Compartment Society. Dr. Kimball served as a medical officer in the US Army and continues to provide training for US Special Forces. He is married to Rebekah Ellsworth Kimball, has four children and resides in Salt Lake City. We believe that Mr. Kimball is qualified to serve as a member of the Board because of his extensive medical background. **Howard Doss** Mr. Doss (age: 72) has served as the Chief Financial Officer of PowerUp from August 2023 until February 2025. He is a seasoned chief financial officer and accountant. He served as Chief Financial Officer of Kernel Group Holdings, Inc. In 2021, he served as Chief Financial Officer of Aesther Healthcare Acquisition Corp., a special purpose acquisition company until it consummated its initial business combination in February 2023. He has also served as chief financial officer of Trade Health, Inc., an online marketplace for health traded on Nasdaq under the symbol SCNX. Mr. Doss has served in a variety of capacities with accounting and investment firms. He joined the staff of Seidman & Seidman (BDO Seidman, Dallas) in 1977 and in 1980 he joined the investment firm Van Kampen Investments, opening the firms southeast office in Tampa, Florida in 1982. He remained with the firm until 1996 when he joined Franklin Templeton. After working for the Principal Financial Group office in Tampa, Florida, Mr. Doss was City Executive for U.S. Trust in Sarasota, Florida, responsible for high-net-worth individuals. He retired from that position in 2009. He served as CFO and Director for Sansur Renewable Energy, an alternative energy development company, from 2010 to 2012. Mr. Doss has also served as President of STARadio Corp. since 2005. Mr. Doss is a member of the America Institute of CPAs. He is a graduate of Illinois Wesleyan University. **Philip Balatsos** Mr. Balatsos (age: 48) is a Senior financial markets executive with experience in foreign exchange and emerging market sales and trading. He has a proven track record of driving revenue growth, expanding institutional client relationships, and building businesses across global markets. His experience spans bulge-bracket banks, international financial institutions, entrepreneurial ventures, and public company boards. He presently holds a senior position at Oscar Gruss & Son Inc. in foreign exchange sales and trading. He previously served as vice president of foreign exchange and emerging markets rates sales and trading at XP Investments US LLC and was the director of foreign exchange hedge fund sales at Barclays Capital. He currently serves on the Board of Directors of Ciso Global, Inc. and Inspire Veterinary Partners, Inc. (OTCMKTS: IVPR), and served on the Board of Directors of Sadot Group Inc. from October 2019 through December 2023. He earned his Bachelor of Science in business administration from Skidmore College. **Family Relationships** **** There are no family relationships between any of our current officers or directors. **** | 69 | | | | | **** **Composition of Aspires Board of Directors** The Aspire Board consists of four (4) members. Kraig Higginson will serve as Chairman. The primary responsibilities of the board will be to provide oversight, strategic guidance, counseling, and direction to management. The board will be divided into the following three classes: | | | Class I, which consists currently of no directors, whose term was set to expire at the annual meeting of stockholders expected to be held in 2026; | | | | | | | | | | Class II, which consists of Edward Kimball and Philip Balatos, whose terms will expire at the annual meeting of stockholders to be held in 2026; and | | | | | | | | | | Class III, which consists of Kraig Higginson and Howard Doss, whose terms will expire at the annual meeting of stockholders to be held in 2027. | | At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. In accordance with Proposed Charter, each director will hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such directors earlier death, resignation, retirement, disqualification or removal. In the future, the Aspire nominating and corporate governance committee and Aspire Board may consider a broad range of factors relating to the qualifications and background of nominees. The Aspire nominating and corporate governance committees and Aspire Boards priority in selecting board members is to identify persons who will further the interests of stockholders through his or her established record of professional accomplishments, the ability to contribute positively to the collaborative culture among board members, knowledge of Aspires business, understanding of the competitive landscape, and professional and personal experiences and expertise relevant to Aspires growth strategy. **** **Director Independence** The Nasdaq listing standards require that a majority of our board of directors be independent. An independent director is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three independent directors as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of the initial public offering. A majority of our board of directors is comprised of independent directors to comply with the majority independent board requirement in Rule 5605(b) of the Nasdaq listing rules. Our board of directors has determined that Edward Kimball, Philip Balatos, and Howard Doss are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. **** **Committees of the Board of Directors** Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in provisions, the rules of the Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors; provided that if no such nominating committee exists, such selection or recommendation may be made by independent directors constituting a majority of the boards independent directors. **** **Audit Committee** We have established an audit committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Howard Doss, Edward Kimball and Phillip Balatsos are members of our audit committee, and Howard Doss serves as the chairman of the audit committee. Our board of directors has determined that each member of the audit committee is independent under the Nasdaq listing standards and applicable SEC rules. Each member of the audit committee is financially literate and our board of directors has determined that Howard Doss qualifies as an audit committee financial expert as defined in applicable SEC rules. | 70 | | | | | We have adopted an audit committee charter, which is available on our website and details the principal functions of the audit committee, including: The functions of this committee will include, among other things: | | | evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors; | | | | | | | | | | reviewing our financial reporting processes and disclosure controls; | | | | | | | | | | reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services; | | | | | | | | | | reviewing the adequacy and effectiveness of our internal control policies and procedures, including the effectiveness of our internal audit function; | | | | | | | | | | reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by Aspire; | | | | | | | | | | obtaining and reviewing at least annually a report by our independent auditors describing the independent auditors internal quality control procedures and any material issues raised by the most recent internal quality-control review; | | | | | | | | | | monitoring the rotation of our independent auditors lead audit and concurring partners and the rotation of other audit partners as required by law; | | | | | | | | | | prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor; | | | | | | | | | | reviewing our annual and quarterly financial statements and reports, including the disclosures contained in the section entitled Aspires Managements Discussion and Analysis of Financial Condition and Results of Operations, and discussing the statements and reports with our independent auditors and management; | | | | | | | | | | reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies; | | | | | | | | | | reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments; | | | | | | | | | | establishing procedures for the receipt, retention and treatment of complaints received by Aspire regarding accounting, internal accounting controls, auditing or other matters; | | | | | | | | | | preparing the report that the SEC requires in our annual proxy statement; | | | | | | | | | | reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; | | | | | | | | | | reviewing and evaluating the audit committee charter annually and recommending any proposed changes to the board; | | | | | | | | | | review in advance all conflicts of interest and related party transactions to assess an impact on Aspires internal controls or financial reporting and disclosures; and | | | | | | | | | | pre-approve all related party transactions entered into by Aspire. | | The composition and function of the audit committee is expected to comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations. | 71 | | | | | **Compensation Committee** We have established a compensation committee of our board of directors. The members of our compensation committee are Edward Kimball, Howard Doss and Phillip Balatsos. Phillip Balatsos serves as chairman of the compensation committee. Under the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors, subject to certain phase-in provisions. Our board of directors has determined that each member of the compensation committee is independent. We have adopted a compensation committee charter, which is available on our website and details the principal functions of the compensation committee, including: | | | reviewing and approving the corporate objectives that pertain to the determination of executive compensation; | | | | | | | | | | reviewing and approving the compensation and other terms of employment of our executive officers; | | | | | | | | | | reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives; | | | | | | | | | | making recommendations to the board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the board; | | | | | | | | | | reviewing and making recommendations to the board regarding the type and amount of compensation to be paid or awarded to non-employee board members; | | | | | | | | | | reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; | | | | | | | | | | administering equity incentive plans, to the extent such authority is delegated by the board; | | | | | | | | | | reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensation, perquisites and special or supplemental benefits for executive officers; | | | | | | | | | | reviewing with management our disclosures under the caption Compensation Discussion and Analysis in periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; | | | | | | | | | | preparing an annual report on executive compensation that the SEC requires in the Post-Combination Companys annual proxy statement; and | | | | | | | | | | reviewing and evaluating the compensation committee charter annually and recommending any proposed changes to the board. | | The composition and function of the compensation committee is expected to comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations. Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses and as set forth below, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to this offering to be paid either prior to or in connection with our initial business combination. | 72 | | | | | Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. **** **Compensation Committee Interlocks and Insider Participation** None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. **** **Code of Ethics** We have adopted a code of ethics and business conduct, which we refer to as the Code of Ethics, applicable to our directors, officers and employees. We have filed a copy of our form of Code of Ethics, audit committee charter and compensation committee charter as exhibits to our registration statement on Form S-1 (File No. 333-261941), which exhibits are incorporated by reference as exhibits to this Report. You may review these documents by accessing our public filings at the SECs web site at *www.sec.gov*. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. **Insider Trading Arrangements and Policies** **** Subsequent to the consummation of the Reverse Recapitalization, we adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. **** **Compliance with Section 16(a) of the Exchange Act** Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act during fiscal year 2025. **** | 73 | | | | | **** **Item 11. Executive Compensation.** **COMPENSATION OF NAMED EXECUTIVE OFFICERS** The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies and smaller reporting companies under SEC rules. Our named executive officers (NEOs) for the year ended December 31, 2025 were Kraig Higginson, our current Chief Executive officer, Ernest Scheidemann, our Chief Financial Officer. The compensation of our NEOs generally consists of a combination of base salary, bonuses and equity-based compensation. Bonus awards for 2025 and 2024 were determined at the sole discretion of the Compensation Committee based on an assessment of the performance of the NEOs. The following tables contain certain compensation information for our NEOs in the fiscal years ended December 31, 2025 and 2024. **** | Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Nonequity Incentive Plan Compensation ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) | | | | Kraig T. Higginson | | 2025 | | | 135,000 | | | | 120,000 | | | | - | | | | - | | | | | | | | 255,000 | | | | Chief Executive Officer(1) | | 2024 | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | Ernest J. Scheidemann, Jr. | | 2025 | | | 220,000 | | | | 100,000 | | | | - | | | | - | | | | | | | | 320,000 | | | | Chief Financial Officer | | 2024 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | **Employment Agreements** | Name and Principal Position | | Annual Base Salary | | | | Kraig T. Higginson | | | | | | | Chief Executive Officer | | $ | 180,000 | | | | Ernest J. Scheidemann, Jr. | | | | | | | Chief Financial Officer | | $ | 240,000 | | | | (1) | Michael G. Howe, former Chief Executive Officer, received $37,500 in cash compensation in 2025. | | Upon the completion of the Reverse Recapitalization, the Company entered into employment agreements with Kraig T. Higginson, in his capacity as Chief Executive Officer, and Ernest J. Scheidemann, Jr., in his capacity as Chief Financial Officer (the Executive Employment Agreements). The Executive Employment Agreements provide for an indefinite term of employment, during which time Mr. Higginson will be entitled to an annual base salary in the amount of $180,000 and Mr. Scheidemann will be entitled to an annual base salary of $240,000, subject to annual review. Mr. Higginson and Mr. Scheidemann will also be eligible for an annual performance-based bonuses based upon achieved company performance metrics for revenue, profitability, and the development of new business relationships, and/or executive achievement of identified performance goals for the given fiscal year which goals shall be determined by the board of directors. | 74 | | | | | The Executive Employment Agreements also provide that Mr. Higginson and Mr. Scheidemann would be eligible to participate in all employee benefit plans, programs, and arrangements made available to the Companys senior employees in accordance with the terms of such plans. Mr. Higginson and Mr. Scheidemann would be eligible for time off as needed, reimbursement of all documented reasonable business expenses incurred, and such other fringe benefits and perquisites as are provided by the Company, in its sole discretion, to its employees from time to time. The Executive Employment Agreements contain a non-disparagement provision, customary confidentiality, and invention assignment covenants, as well as non-interference and employee and customer non-solicitation covenants. If either Mr. Higginson or Mr. Scheidemann are terminated by the Company without cause or due to their resignation for good reason (each as defined the Executive Employment Agreements), subject to their execution and non-revocation of a general release of claims in favor of the Company and its affiliates and his continued compliance with the restrictive covenants in the employment agreement, he would be entitled to severance consisting of: (I) the aggregate amount of his earned but unpaid base salary then in effect, (II) incurred but unreimbursed documented reasonable reimbursable business expenses through the date of such termination, and (III) any other amounts due under applicable law, in each case earned and owing through the date of termination. The foregoing description of the Executive Employment Agreements is qualified in its entirety by the full text of the Executive Employment Agreements, copies of which are attached hereto as Exhibits 10.11 and 10.12, and which are incorporated herein by reference. **Director Compensation** **** Aspires Directors have received the following compensation for services rendered to us. | Name | | Fees Earned or Paid in Cash(5) ($) | | | Option Awards ($) | | | All Other Compensation(6) ($) | | | Total ($) | | | | Kraig T. Higginson | | $ | 37,500 | | | $ | - | | | $ | 50,000 | | | $ | 87,500 | | | | Michael C. Howe (1) | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Gary E. Stein (1) | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Barbara J. Sher (1) | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Edward J. Kimball | | $ | 29,167 | | | $ | - | | | $ | 50,000 | | | $ | 71,167 | | | | Surendra Ajjarapu (2) | | $ | 29,167 | | | $ | - | | | $ | 41,667 | | | $ | 70,834 | | | | Donald G. Fell (3) | | $ | 37,500 | | | $ | - | | | $ | 41,667 | | | $ | 79,167 | | | | Howard Doss (4) | | $ | 22,500 | | | $ | - | | | $ | 16,667 | | | $ | 39,167 | | | | | (1) | Resigned as of July 24, 2025. | | | | (2) | Resigned as of January 7, 2026 | | | | (3) | Resigned as of February 6, 2026. | | | | (4) | Joined on July 24, 2025 | | | | (5) | The Company intends to pay $53,333 of this amount in the form of options in 2026. | | | | (6) | Equity bonus not yet granted at December 31, 2025 | | | 75 | | | | | **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.** The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 23, 2026, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by: | | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; | | | | | | | | each of our executive officers and directors that beneficially owns our ordinary shares; and | | | | | | | | all our executive officers and directors as a group. | | Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Report. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and restricted stock units that are currently exercisable or vested or that will become exercisable or vest within 60 days. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Aspire Common Stock beneficially owned by them. The beneficial ownership percentages set forth in the table below are based on 5,024,124 shares of our Common Stock issued and outstanding as of the Closing Date and other than as noted below. | Name and Address of Beneficial Owner | | Number of Shares | | | % of Common Stock Outstanding | | | | Directors and Executive Officers: (1) | | | | | | | | | | | Kraig T. Higginson | | | 263,280 | | | | 5.2 | % | | | Ernest J. Scheidemann, Jr. (2) | | | 14,105 | | | | * | | | | Edward J. Kimball | | | 3,135 | | | | * | | | | Howard Doss | | | 10,000 | | | | * | | | | Philip Balatsos | | | - | | | | | | | | | | | | | | | | | | | All Directors and Executive Officers as a group (6 individuals) | | | 290,520 | | | | 5.8 | % | | | Five Percent Holders: | | | | | | | | | | | Kraig T. Higginson | | | 263,280 | | | | 5.2 | % | | | | | | | | | | | | | | All Five Percent Holders (1 entity) | | | 263,280 | | | | 5.2 | % | | | * | Less than 1% | | | | | | | (1) | The address of each of these individuals is c/o Aspire Biopharma Holdings, Inc., 23150 Fashion Drive, Suite 232, Estero, Florida 33928 | | | (2) | Represents shares of common stock held by Turkey Bay Holdings LLC, which Mr. Scheidemann claims beneficial ownership of. | | **Equity Compensation Plan** **** The 2024 Plan is administered by the compensation committee of the Company (the Committee). | 76 | | | | | Except where the authority to act on such matters is specifically reserved to the Aspire Board under the 2024 Plan or applicable law, the Committee will have full power and authority to interpret and construe all provisions of the 2024 Plan, any award, and any award agreement, and take all actions and to make all determinations required or provided for under the 2024 Plan, any award, and any award agreement, including the authority to: | | | designate grantees of awards; | | | | | | | | | | determine the type or types of awards to be made to a grantee; | | | | | | | | | | determine the number of shares of Aspire Common Stock subject to an award or to which an award relates; | | | | | | | | | | establish the terms and conditions of each award; | | | | | | | | | | prescribe the form of each award agreement; | | | | | | | | | | subject to limitations in the 2024 Plan (including the prohibition on repricing of options or share appreciation rights without stockholder approval), amend, modify, or supplement the terms of any outstanding award; and | | | | | | | | | | make substitute awards. | | The Aspire Board will also be authorized to appoint one or more committees of the Aspire Board consisting of one or more directors of Aspire who need not meet the independence requirements above for certain limited purposes permitted by the 2024 Plan, and to the extent permitted by applicable law, the Committee will be authorized to delegate authority to the Chief Executive Officer of Aspire and/or any other officers of Aspire for certain limited purposes permitted by the 2024 Plan. The Aspire Board will retain the authority under the 2024 Plan to exercise any or all of the powers and authorities related to the administration and implementation of the 2024 Plan. The Aspire Board may amend, suspend, or terminate the 2024 Plan at any time; provided that with respect to awards that are granted under the 2024 Plan, no amendment, suspension or termination may materially impair the rights of the award holder without such holders consent. No such action may amend the 2024 Plan without the approval of stockholders if the amendment is required to be submitted for stockholder approval by the Aspire Board, the terms of the 2024 Plan, or applicable law. | 77 | | | | | **Awards** **** Awards under the 2024 Plan may be made in the form of: | | | stock options, which may be either incentive stock options or nonqualified stock options; | | | | | | | | | | stock appreciation rights or SARs; | | | | | | | | | | restricted stock; | | | | | | | | | | restricted stock units; | | | | | | | | | | deferred stock units; | | | | | | | | | | unrestricted stock; | | | | | | | | | | dividend equivalent rights; | | | | | | | | | | performance awards, including performance shares; | | | | | | | | | | other equity-based awards; or | | | | | | | | | | cash. | | **** An incentive stock option is an option that meets the requirements of Section 422 of the Code, and a non-qualified stock option is an option that does not meet those requirements. A SAR is a right to receive upon exercise, in the form of stock, cash or a combination of stock and cash, the excess of the fair market value of one share of Aspire Common Stock on the exercise date over the exercise price of the SAR. Restricted stock is an award of Aspire Common Stock subject to restrictions over restricted periods that subject the shares of Aspire Common Stock to a substantial risk of forfeiture, as defined in Section 83 of the Code. A restricted stock unit or deferred stock unit is an award that represents a conditional right to receive shares of Aspire Common Stock in the future and that may be made subject to the same types of restrictions and risk of forfeiture as restricted stock. Unrestricted shares are shares of Aspire Common Stock free of restrictions other than those imposed under federal or state securities law. Dividend equivalent rights are awards entitling the grantee to receive cash, shares of Aspire Common Stock, other awards under the 2024 Plan or other property equal in value to dividends or other periodic payments paid or made with respect to a specified number of shares of Aspire Common Stock. Performance awards are awards made subject to the achievement of one or more performance goals over a performance period established by the Committee. Other equity-based awards are awards representing a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to stock, other than an option, SAR, restricted stock, restricted stock unit, unrestricted stock, dividend equivalent right, or a performance award. The 2024 Plan provides that each award will be evidenced by an award agreement, which may specify terms and conditions of the award that differ from the terms and conditions that would otherwise apply under the 2024 Plan in the absence of the different terms and conditions in the award agreement. In the event of any inconsistency between the 2024 Plan and an award agreement, the provisions of the 2024 Plan will control. Awards under the 2024 Plan may be granted alone or in addition to, in tandem with, or in substitution or exchange for any other award under the 2024 Plan, other awards under another compensatory plan of Aspire or any of its affiliates (or any business entity that has been a party to a transaction with Aspire or any of Aspires affiliates), or other rights to payment from Aspire or any of its affiliates. Awards granted in addition to or in tandem with other awards may be granted either at the same time or at different times. The Committee may permit or require the deferral of any payment pursuant to any award into a deferred compensation arrangement, which may include provisions for the payment or crediting of interest or dividend equivalent rights, in accordance with rules and procedures established by the Committee. Awards under the 2024 Plan generally will be granted for no consideration other than past services by the grantee of the award or, if provided for in the award agreement or in a separate agreement, the grantees promise to perform future services to Aspire or one of its subsidiaries or other affiliates. | 78 | | | | | **Forfeiture; Clawback** Aspire may reserve the right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account of actions taken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement, non-competition agreement, agreement prohibiting solicitation of employees or clients of Aspire or any affiliate, confidentiality obligations with respect to Aspire or any affiliate, or otherwise in competition with Aspire or any affiliate, to the extent specified in such award agreement. If the grantee is an employee and is terminated for Cause (as defined in the 2024 Plan), the Committee may annul the grantees award as of the date of the grantees termination. In addition, any award granted pursuant to the 2024 Plan will be subject to mandatory repayment by the grantee to Aspire to the extent (i) set forth in the 2024 Plan or in an award agreement, or (ii) the grantee is or becomes subject to any clawback policy or compensation recovery policy or such other similar policy of Aspire or an affiliate, or any applicable laws which impose mandatory recoupment. **Shares Subject to the 2024 Plan** Subject to adjustment as described below, the maximum number of shares of Aspire Common Stock reserved for issuance under the 2024 Plan will be equal to the sum of (a) ten percent (10%) of the shares of Aspire Common Stock issued and outstanding upon the consummation of the Reverse Recapitalization, plus (b) an annual increase as of the first business day of each calendar year, for a period of not more than ten (10) years and starting with the 2025 calendar year, in an amount equal to the lesser of (i) a number of shares of Aspire Common Stock equal to 10% of the total number of shares of Aspire Common Stock outstanding as of the last day of the immediately preceding calendar year, or (ii) such lesser number of shares of Aspire Common Stock as determined by the Committee. The maximum number of shares of Aspire Common Stock available for issuance pursuant to incentive stock options granted under the 2024 Plan will be the same as the total number of shares of Aspire Common Stock reserved for issuance under the 2024 Plan. Shares of Aspire Common Stock issued under the 2024 Plan may be authorized and unissued shares of Aspire Common Stock, or treasury shares of Aspire Common Stock, or a combination of the foregoing. Any shares of Aspire Common Stock covered by an award, or portion of an award, granted under the 2024 Plan that are not purchased or forfeited or canceled, or expire or otherwise terminate without the issuance of shares of Aspire Common Stock or are settled in cash in lieu of shares of Aspire Common Stock, will again be available for issuance under the 2024 Plan. Shares of Aspire Common Stock subject to an award granted under the 2024 Plan will be counted against the maximum number of shares of Aspire Common Stock reserved for issuance under the 2024 Plan as one share for every one share subject to such an award. In addition, at least the target number of shares of Aspire Common Stock issuable under a performance award will be counted against the maximum number of shares of Aspire Common Stock reserved for issuance under the 2024 Plan as of the grant date, but such number will be adjusted to equal the actual number of shares of Aspire Common Stock issued upon settlement of the performance award to the extent different from such number initially counted against the share reserve. The number of shares of Aspire Common Stock available for issuance under the 2024 Plan will not be increased by the number of shares of Aspire Common Stock: (i) tendered or withheld or subject to an award surrendered in connection with the purchase of shares of Aspire Common Stock upon exercise of an option; (ii) that were not issued upon the net settlement or net exercise of a stock-settled SAR; (iii) deducted or delivered from payment of an award in connection with Aspires tax withholding obligations; or (iv) purchased by Aspire with proceeds from option exercises. | 79 | | | | | **Options** The 2024 Plan authorizes the Committee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as incentive stock options. An option granted under the 2024 Plan will be exercisable only to the extent that it is vested. Each option will become vested and exercisable at such times and under such conditions as the Committee may approve consistent with the terms of the 2024 Plan. No option may be exercisable more than ten years after the option grant date, or five years after the option grant date in the case of an incentive stock option granted to a ten percent stockholder (as defined in the 2024 Plan); provided that, to the extent deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any option granted to a grantee who is a foreign national or is a natural person who is employed outside of the United States, such option may terminate, and all rights to purchase shares of Aspire Common Stock thereunder may cease, upon the expiration of a period longer than ten (10) years from the date of grant of such option as the Committee shall determine. The Committee may include in the option agreement provisions specifying the period during which an option may be exercised following termination of the grantees service. The exercise price of each option will be determined by the Committee, provided that the per share exercise price will be equal to or greater than 100% of the fair market value of a share of Aspire Common Stock on the grant date (other than as permitted for substitute awards). If Aspire were to grant incentive stock options to any ten percent stockholder, the per share exercise price will not be less than 110% of the fair market value of a share of Aspire Common Stock on the grant date. Incentive stock options and nonqualified stock options are generally non-transferable, except for transfers by will or the laws of descent and distribution. The Committee may, in its discretion, determine that a nonqualified stock option may be transferred to family members by gift or other transfers deemed not to be for value. **Share Appreciation Rights** The 2024 Plan authorizes the Committee to grant SARs that provide the recipient with the right to receive, upon exercise of the SAR, cash, Aspire Common Stock, or a combination of the two. The amount that the recipient will receive upon exercise of the SAR generally will equal the excess of the fair market value of shares of Aspire Common Stock on the date of exercise over the fair market value of shares of Aspire Common Stock on the grant date. SARs will become exercisable in accordance with terms determined by the Committee. SARs may be granted in tandem with an option grant or independently from an option grant. The term of a SAR cannot exceed ten (10) years from the date of grant. The per share exercise price of a SAR will be no less than the fair market value of one share of Aspire Common Stock on the grant date of such SAR. SARs will be nontransferable, except for transfers by will or the laws of descent and distribution. The Committee may determine that all or part of a SAR may be transferred to certain family members of the grantee by gift or other transfers deemed not to be for value. **Fair Market Value** For so long as the Aspire Common Stock remains listed on Nasdaq, the fair market value of the Aspire Common Stock on an awards grant date, or on any other date for which fair market value is required to be established under the 2024 Plan, will be the closing price of Aspires Common Stock as reported on Nasdaq on such date. If there is no such reported closing price on such date, the fair market value of the Aspire Common Stock will be the closing price of the Aspire Common Stock as reported on such market on the next preceding date on which any sale of Aspire Common Stock will have been reported. If the Aspire Common Stock ceases to be listed on Nasdaq and is listed on another established national or regional stock exchange, or traded on another established securities market, fair market value will similarly be determined by reference to the closing price of the Aspire Common Stock on the applicable date as reported on such other stock exchange or established securities market. If the Aspire Common Stock ceases to be listed on Nasdaq or another established national or regional stock exchange, or traded on another established securities market, the Committee will determine the fair market value of the Aspire Common Stock by the reasonable application of a reasonable valuation method in a manner consistent with Section 409A of the Code. As of March 23, 2026, the latest practicable date, the closing price per share of Aspire Common Stock, as reported on Nasdaq was $1.43. **No Repricing** Except in connection with a corporate transaction involving Aspire (including, without limitation, any stock dividend, distribution (whether in the form of cash, shares of common stock, other securities or other property), stock split, extraordinary dividend, recapitalization, change in control, reorganization, business combination, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of common stock or other securities or similar transaction), Aspire may not, without obtaining stockholder approval, (a) amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs, (b) cancel outstanding options or SARs in exchange for, or in substitution of, options or SARs with an exercise price that is less than the exercise price of the original options or SARs, or (c) cancel outstanding options or SARs with an exercise price above the current price of Aspire Common Stock in exchange for cash or other securities, in each case, unless such action is (i) subject to and approved by Aspires stockholders, or (ii) would not be deemed to be a repricing under the rules of any stock exchange or securities market on which the Aspire Common Stock is listed or publicly traded. | 80 | | | | | **Restricted Stock, Restricted Stock Units, and Deferred Stock Units** The 2024 Plan authorizes the Committee to grant restricted stock, restricted stock units, and deferred stock units. Subject to the provisions of the 2024 Plan, the Committee will determine the terms and conditions of each award of restricted stock, restricted stock units, and deferred stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award, and the purchase price, if any, for the shares of Aspire Common Stock subject to the award. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as the Committee may determine. A grantee of restricted stock will have all of the rights of a stockholder as to those shares of Aspire Common Stock, including, without limitation, the right to vote the shares of Aspire Common Stock and receive dividends or distributions on the shares of Aspire Common Stock, except to the extent limited by the Committee. The Committee may provide in an award agreement evidencing a grant of restricted stock that (a) cash dividend payments or distributions paid on restricted stock will be reinvested in shares of Aspire Common Stock, which may or may not be subject to the same vesting conditions and restrictions as applicable to such shares of restricted stock, or (b) any dividend payments or distributions declared or paid on shares of restricted stock will only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such shares of restricted stock. Dividend payments or distributions declared or paid on shares of restricted stock which vest or are earned based on upon the achievement of performance goals will not vest unless such performance goals for such shares of restricted stock are achieved, and if such performance goals are not achieved, the grantee of such shares of restricted stock will promptly forfeit and, to the extent already paid or distributed, repay to Aspire such dividend payments or distributions. Grantees of restricted stock units and deferred stock units will have no voting or dividend rights or other rights associated with share ownership, although the Committee may award dividend equivalent rights on such units. During the restricted period, if any, when restricted stock, restricted stock units, and deferred stock units are non-transferable or forfeitable, a grantee is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating, or otherwise encumbering or disposing of the grantees restricted stock, restricted stock units, and deferred stock units. **Unrestricted Stock** The 2024 Plan authorizes the Committee to grant unrestricted stock, free of any restrictions such as vesting requirements, in such amounts and upon such terms as the Committee may determine. Unrestricted stock awards may be granted or sold in respect of past services. **Dividend Equivalent Rights** The 2024 Plan authorizes the Committee to grant dividend equivalent rights. Dividend equivalent rights may be granted independently or in connection with the grant of any equity-based award, except that no dividend equivalent right may be granted in connection with, or related to an option or SAR. Dividend equivalent rights may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be deemed to be reinvested in additional shares of Aspire Common Stock or awards which may thereafter accrue additional dividend equivalent rights (with or without being subject to forfeiture or a repayment obligation) and may be payable in cash, shares of Aspire Common Stock, or a combination of the two. Dividend equivalent rights granted as a component of another award may (a) provide that such dividend equivalent right will be settled upon exercise, settlement, or payment of, or lase of restriction on, such other award and that such dividend equivalent will expire or be forfeited or annulled under the same conditions as such award or (b) contain terms and conditions which are different from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant to a dividend equivalent right granted as a component of another award which vests or is earned based on the achievement of performance goals will not vest unless such performance goals for such underlying award are achieved, and if such performance goals are not achieved, the grantee of such dividend equivalent right will promptly forfeit and, to the extent already paid or distributed, repay to Aspire payments or distributions made in connection with such dividend equivalent rights. | 81 | | | | | **Performance Awards** The 2024 Plan authorizes the Committee to grant performance awards. The Committee will determine the applicable performance period, the performance goals, and such other conditions that apply to the performance award. Any performance measures may be used to measure the performance of Aspire and its subsidiaries and other affiliates as a whole or any business unit of Aspire, its subsidiaries, and/or its affiliates or any combination thereof, as the Committee may deem appropriate, or any performance measures as compared to the performance of a group of comparable companies, or published or special index that the Committee deems appropriate. Performance goals may relate to Aspires financial performance or the financial performance of Aspires operating units, the grantees performance, or such other criteria determined by the Committee. If the performance goals are met, performance awards will be paid in cash, shares of Aspire Common Stock, other awards, or a combination thereof. **Other Equity-Based Awards** The 2024 Plan authorizes the Committee to grant other types of stock-based awards under the 2024 Plan. The terms and conditions that apply to other equity-based awards are determined by the Committee. **Forms of Payment** The exercise price for any option or the purchase price (if any) for restricted stock, vested restricted stock units, and/or vested deferred stock units is generally payable (i) in cash or in cash equivalents acceptable to Aspire, (ii) to the extent the award agreement provides, by the tender (or attestation of ownership) of shares of Aspire Common Stock having a fair market value on the date of tender (or attestation) equal to the exercise price or purchase price, (iii) to the extent permitted by law and to the extent permitted by the award agreement, through a broker-assisted cashless exercise, or (iv) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form permissible by applicable law, including net exercise or net settlement and service rendered to Aspire or Aspires affiliates. **Change in Capitalization** The Committee may adjust the terms of outstanding awards under the 2024 Plan to preserve the proportionate interests of the holders in such awards on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of shares, exchange of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected without receipt of consideration by Aspire. The adjustments will include proportionate adjustments to (i) the number and kind of shares subject to outstanding awards and (ii) the per share exercise price of outstanding options or SARs. **Transaction not Constituting a Change in Control** If Aspire is the surviving entity in any reorganization, business combination, or consolidation of Aspire with one or more other entities which does not constitute a change in control (as defined in the 2024 Plan), any awards will be adjusted to pertain to and apply to the securities to which a holder of the number of shares of Aspire Common Stock subject to such award would have been entitled immediately after such transaction, with a corresponding proportionate adjustment to the per share price of options and SARs so that the aggregate price per share of each option or SAR thereafter is the same as the aggregate price per share of each option or SAR subject to the option or SAR immediately prior to such transaction. Further, in the event of any such transaction, performance awards (and the related performance measures if deemed appropriate by the Committee) will be adjusted to apply to the securities that a holder of the number of Aspire Common Stock subject to such performance awards would have been entitled to receive following such transaction. | 82 | | | | | **Effect of a Change in Control in which Awards are not Assumed** Except as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing, upon the occurrence of a change in control in which outstanding awards are not being assumed or continued, the following provisions will apply to such awards, to the extent not assumed or continued: | | | Immediately prior to the occurrence of such change in control, in each case with the exception of performance awards, all outstanding shares of restricted stock and all restricted stock units, deferred stock units, and dividend equivalent rights will be deemed to have vested, and all shares of Aspire Common Stock and/or cash subject to such awards will be delivered; and either or both of the following two actions will be taken: | | | | | | | | | | At least fifteen (15) days prior to the scheduled consummation of such change in control, all options and SARs outstanding will become immediately exercisable and will remain exercisable for a period of fifteen (15) days. Any exercise of an option or SAR during this fifteen (15) day period will be conditioned on the consummation of the applicable change in control and will be effective only immediately before the consummation thereof, and upon consummation of such change in control, the 2024 Plan and all outstanding but unexercised options and SARs will terminate, with or without consideration as determined by the Committee in its sole discretion; and/or | | | | | | | | | | The Committee may elect, in its sole discretion, to cancel any outstanding awards of options, SARs, restricted stock, restricted stock units, deferred stock units, and/or dividend equivalent rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or capital stock having a value (as determined by the Committee acting in good faith), in the case of restricted stock, restricted stock units, deferred stock units, and dividend equivalent rights (for shares of Aspire Common Stock subject thereto), equal to the formula or fixed price per share paid to holders of shares of Aspire Common Stock pursuant to such change in control and, in the case of options or SARs, equal to the product of the number of shares of Aspire Common Stock such subject to such options or SARs multiplied by the amount, if any, which (i) the formula or fixed price per share paid to holders of shares of Aspire Common Stock pursuant to such change in control exceeds (ii) the option price or SAR price applicable to such options or SARs. | | | | | | | | | | For performance awards, if less than half of the performance period has lapsed, such awards will be treated as though the target performance thereunder has been achieved. If at least half of the performance period has lapsed, such performance awards will be earned, as of immediately prior to but contingent on the occurrence of such change in control, based on the greater of (i) deemed achievement of target performance or (ii) determination of actual performance as of a date reasonably proximate to the date of consummation of the change in control as determined by the Committee, in its sole discretion. | | | | | | | | | | Other Equity-Based Awards will be governed by the terms of the applicable award agreement. | | **** **Effect of a Change in Control in which Awards are Assumed** Except as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing, upon the occurrence of a change in control in which outstanding awards are being assumed or continued, the following provisions will apply to such awards, to the extent not assumed or continued: The 2024 Plan and the options, SARs, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based equity awards granted under the 2024 Plan will continue in the manner and under the terms so provided in the event of any change in control to the extent that provision is made in writing in connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards of new options, SARs, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based awards relating to the capital stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustment as to the number of shares of Aspire Common Stock and exercise price of options and SARs. In general, a change in control means: | | | a transaction or series of related transactions whereby a person or group (with certain exceptions) becomes the beneficial owner of 50% or more of the total voting power of Aspires voting stock on a fully diluted basis; | | | | | | | | | | individuals who, as of the Effective Date, constitute the Aspire Board (together with any new directors whose election was approved by at least a majority of the members of the Aspire Board then in office), cease to constitute a majority of the members of the Aspire Board then in office; | | | | | | | | | | a business combination or consolidation of Aspire, other than any such transaction in which the holders of Aspires voting stock immediately prior to the transaction own directly or indirectly at least a majority of the voting power of the surviving entity immediately after the transaction; | | | | | | | | | | a sale of substantially all of Aspires assets to another person or entity; or | | | | | | | | | | the consummation of a plan or proposal for the dissolution or liquidation of Aspire. | | Notwithstanding the foregoing, the transactions contemplated by the Reverse Recapitalization Agreement shall not, individually or collectively, constitute a change in control. | 83 | | | | | **Item 13. Certain Relationships and Related Transactions, and Director Independence.** On February 16, 2021, our Original Sponsor paid an aggregate purchase price of $25,000, or approximately $0.0029 per share, to subscribe for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the company of $25,000 by our Original Sponsor, our company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to our company by the number of founder shares issued. On February 11, 2022, we effected a 1.11111111-for-1.0 share dividend of our ordinary shares, such that our Original Sponsor owned an aggregate of 7,187,500 founder shares, for a resulting purchase price of approximately resulting in a purchase price of approximately $0.0035 per share. As a result of the underwriters election to fully exercise their over-allotment option, none of the 937,500 founder shares that were subject to forfeiture by our Original Sponsor were forfeited. Our Original Sponsor purchased an aggregate of 244,083 private placement warrants, after giving effects to the 1-for-40 reverse stock split, at a purchase price of $1.50 per warrant, for an aggregate purchase price of $14,645,000, in a private placement that occurred simultaneously with the closing of our initial public offering. The placement warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination. If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, then, subject to his or her fiduciary duties under Cayman Islands law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. PowerUps Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers and directors, or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. PowerUps Original Sponsor loaned us up to $300,000 to be used for a portion of the expenses of our initial public offering. These loans were non-interest bearing, unsecured and were due at the earlier of June 30, 2022 and the closing of our initial public offering, which occurred on February 23, 2022. The loan was repaid upon the closing of our initial public offering out of the portion of the proceeds from our initial public offering and the sale of placement warrants that were allocated for the payment of offering expenses (other than underwriting discounts and commissions) and were not held in the trust account. In addition, PowerUps Original Sponsor, Sponsor, or their affiliates may, but are not obligated to, loan us additional funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans made available by our Original Sponsor, Sponsor, or their affiliates may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Original Sponsor, Sponsor, or their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be described, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-transaction business to determine officer and director compensation. We have entered into a registration rights agreement with respect to the founder shares, placement warrants (and the Class A ordinary shares issuable upon their exercise), and warrants (and the Class A ordinary shares issuable upon their exercise) issued upon conversion of working capital loans (if any), which was filed as an exhibit to the Registration Statement. We have entered into indemnity agreements with each of our officers and directors, a form of which has been filed as an exhibit to our Registration Statement. These agreements require us to indemnify these individuals and entity to the fullest extent permitted under applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. **** | 84 | | | | | **** **Sponsor Share Conversion** On May 18, 2023, following the extraordinary general meeting, shareholders holding all of the issued and outstanding Class B ordinary shares elected to convert their Class B ordinary shares into Class A ordinary shares on a one-for-one basis. As a result, 7,187,500 of our Class B ordinary shares were cancelled and 7,187,500 of our Class A ordinary shares were issued to such converting Class B shareholders. The converting Class B shareholders agreed that all of the terms and conditions applicable to the Class B ordinary shares set forth in the Letter Agreement, shall continue to apply to the Class A ordinary shares that the Class B ordinary shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the Trust Account or any monies or other assets held therein. **** **Sponsor Purchase Agreement** On July 14, 2023, we entered into the Sponsor Purchase Agreement with the Original Sponsor and the Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor 4,317,500 of our Class A ordinary shares and 6,834,333 private placement warrants, each exercisable for one Class A Ordinary Share for an aggregate purchase price of $1.00, payable at the time we complete an initial business combination. In addition to the payment of the Sponsor Purchase Price, the Sponsor also assumed the responsibilities and obligations of the Original Sponsor related to the Company. On August 18, 2023, the parties to the Sponsor Purchase Agreement closed the transactions contemplated thereby. **** **Business Combination Agreement** On December 26, 2023, we entered into the Merger Agreement with Merger Sub, the Sponsor, Visiox, and Ryan Bleeks, in the capacity as the seller representative. Pursuant to the Merger Agreement, among other things, the Company will complete the Domestication and the parties will effect the merger of Merger Sub with and into Visiox, with Visiox continuing as the surviving entity, as a result of which all of the issued and outstanding capital stock of Visiox shall be exchanged for shares of common stock, par value $0.0001 per share, of the Company subject to the conditions set forth in the Merger Agreement, with Visiox surviving the Share Exchange as a wholly-owned subsidiary of the Company. **Related Party Loans** *Loan and transfer agreements* In order to finance transaction costs in connection with a business combination, the New Sponsor or an affiliate of the New Sponsor, or certain affiliates of PowerUp loaned monies for working capital purposes (Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On December 21, 2023, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (SSVK), pursuant to which SSVK loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned $250,000 to the Company. On January 9, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Apogee Pharma Inc. (Apogee), pursuant to which Apogee loaned an aggregate of $50,000 to the Sponsor, and, in turn, the Sponsor loaned $50,000 to the Company. On January 10, 2024, the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and Jinal Sheth as lender, pursuant to which the lender loaned an aggregate of $150,000 to the Sponsor and the Sponsor loaned $150,000 to the Company. | 85 | | | | | *Subscription Agreements* On March 5, 2024, the Company entered into Subscription Agreements with four investors agreed to contribute to the Sponsor an aggregate of $1,000,00 to support the Companys de-SPAC transaction. The Company has certain obligations under Subscription Agreements, including to issue shares of its Class A ordinary shares to the investors in connection with the de-SPAC transaction and to pay or cause to be repaid the contributions of the investors. On May 9, 2024, PowerUp entered into four separate Subscription Agreements (each, a Second Subscription Agreement) with the New Sponsor, the Affiliate, and four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a total of $500,000 (the Second Contribution) and, in turn, the New Sponsor loaned $500,000 to PowerUp (the May Loan). In connection with its efforts to consummate the business combination, on December 18, 2024, and effective December 13, 2024, the Company entered into (i) a subscription agreement (the Blackstone Subscription Agreement), (ii) a promissory note (the Blackstone Note), and (iii) a registration rights agreement (the RRA) with Blackstone Capital Advisors, Inc. (Blackstone), an entity controlled by Aspires former Director of Investor Relations, Lance Friedman (all transactions contemplated by such agreements, collectively, the Blackstone Transaction). Pursuant to the terms of the Blackstone Transaction, Blackstone may loan up to an aggregate principal amount of $500,000 to the Company, with an original issue discount of twenty percent (20%). As of the date of this Current Report on Form 10-K, the aggregate principal amount loaned equals $264,142.05. The maturity date of the Blackstone Note is the earlier of (i) June 1, 2025 or (ii) the date that the Company receives gross proceeds of at least $5,000,000 in an offering of its debt or equity securities. The principal amount of the Blackstone Note bears interest at a rate per annum of ten percent (10%). Interest will be due and payable on the maturity date. Additionally, the Company will pay Blackstone an exit fee equal to ten percent (10%) of the principal amount and accrued interest on the maturity date. Upon the closing of the Reverse Recapitalization, the Sponsor will transfer three Class A ordinary shares of PowerUp to Blackstone for each dollar loaned under the Blackstone Transaction (the Commitment Shares). Pursuant to the RRA, the Company has agreed to register the Commitment Shares with the SEC in any registration statement filed by the Company in connection with a Qualified Offering (as defined in the Blackstone Subscription Agreement), if any. PowerUp accounted for the First Subscription Agreements and Second Subscription Agreements under ASC 480 and ASC 815 and concluded that bifurcation of a single derivative that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10. As a result, all debt proceeds received from Lender have been recorded using the relative fair value method of accounting under ASC 470. Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair value method. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. At the close of the Reverse Recapitalization, 1,750,000 of commitment fee shares owing to the Investors under these agreements were transferred by affiliates to the Investors. On February 17, 2025, the Company assumed $1,500,000 of debt under the First Subscription and Second Subscription Agreements. All of the debt was converted in January 2026. *Due to affiliate* On February 17, 2025, the Company assumed $353,679 of liabilities due to the sponsor of PowerUp and related to administrative services fees and a residual balance due from IPO proceeds. As of August 17, 2025, a balance of $353,679 is outstanding as due to related party. The balance is due on demand. *Promissory Note Fee - related party* On October 2, 2024, PowerUp entered into a Promissory Note Fee Agreement with Sponsor (the Promissory Note Fee Agreement). Pursuant to the Promissory Note Fee Agreement, PowerUp and Sponsor agreed that Sponsor took a significant risk on behalf of the Company by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee, and that Sponsor should be compensated for that risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the termination of the Visiox BCA. As consideration for the foregoing, the Company agreed to pay Sponsor a modified promissory note fee of $1,000,000 (the Modified Promissory Note Fee) upon the successful closing of a business combination. As of the date hereof, the Modified Promissory Note Fee is still outstanding. *Notes payable - related party* During the years ended 2024 and 2023, Aspire Biopharma, Inc incurred expenses and costs related to officer and director compensation, rental of office space, reimbursable expenses paid by affiliates and non-interest bearing working capital loans. In 2024, Aspire Biopharma, Inc issued three notes payable to formalize these advances. As of December 31, 2025 the total balance of $885,563 is repayable under these agreements. | 86 | | | | | **Related Party Policy** In connection with the consummation of the initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interest, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics was filed as an exhibit to the Registration Statement and incorporated by reference as an exhibit to this Report. **Item 14. Principal Accountant Fees and Services.** The following is a summary of fees paid or to be paid to Bush & Associates CPA, LLC (Bush) and Turner, Stone and Company LLP (Turner) for services rendered. ** *Audit Fees.* During the year ended December 31, 2025, fees for our previous independent registered public accounting firm Bush were approximately $101,113 for the services Bush performed in connection with the audit of our December 31, 2024 financial statement included in this Annual Report on Form 10K. During the year ended December 31, 2025, fees for our current independent registered public accounting firm Turner were approximately $60,250 for the services Turner performed in connection with the audit of our December 31, 2025 financial statement included in this Annual Report on Form 10K. *Audit-Related Fees.* During the year ended December 31, 2025, our previous and current independent registered public accounting firm did not render services in connection with any audit-related services. ** During the year ended December 31, 2024, our previous and current independent registered public accounting firm did not render services in connection with any audit-related services. ** *Tax Fees*. During the year ended December 31, 2025 and 2024, our previous and current independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. During the year ended December 31, 2025 and 2024, our previous and current independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. ** *All Other Fees*. During the year ended December 31, 2025 and 2024, there were no fees billed for products and services provided by Bush or Turner other than those set forth above. **** **** | 87 | | | | | **** **PART IV** **** **Item 15. Exhibits, Financial Statements and Financial Statement Schedules.** **** | (a) | The following are filed with this report: | | | | | | | (1) | Financial Statements | | **** **INDEX TO FINANCIAL STATEMENTS** **** | | Page | | | Report of Independent Registered Public Accounting Firm (PCAOB ID #76) | F-2 | | | Consolidated Balance Sheets | F-3 | | | Consolidated Statements of Operations | F-4 | | | Consolidated Statements of Changes in Shareholders Deficit | F-5 | | | Consolidated Statements of Cash Flows | F-6 | | | Notes to Consolidated Financial Statements | F-7 | | | (2) | Financial Statements Schedule | | All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. | (3) | Exhibits | | We hereby file as part of this report the exhibits listed in the attached Exhibit Index. **** **Item 16. Form 10-K Summary.** **** Not applicable. | 88 | | | | | **EXHIBIT INDEX** | Exhibit Number | | Description | | | 2.1 | | Agreement and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on August 30, 2024). | | | 2.2 | | Amendment Agreement, dated September 5, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on September 6, 2024). | | | 2.3 | | Second Amendment Agreement, dated October 9, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on October 10, 2024). | | | 3.1 | | Amended and Restated Certificate of Incorporation of Aspire Biopharma Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc. on February 21, 2025). | | | 3.2 | | Bylaws of Aspire Biopharma Holdings, Inc. (incorporated by reference from Exhibit 3.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc. on February 21, 2025). | | | 4.1 | | Warrant Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference from Exhibit 4.1 to the Form 8-K filed by the Company on February 23, 2022). | | | 10.1 | | Letter Agreement, dated February 17, 2022, by and among the Company, its officers, its directors and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). | | | 10.2 | | Investment Management Trust Agreement, dated February 17, 2022, by and between the Company and American Stock Transfer & Trust Company, as trustee (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). | | | 10.3 | | Private Placement Warrants Purchase Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). | | | 10.4 | | Registration Rights Agreement, dated as of February 17, 2022, by and between the Company and certain security holders (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). | | | 10.5 | | Form of Indemnity Agreement, dated as of February 17, 2022, by and between the Company and each of the directors and officers of the Company (incorporated by reference from Exhibit 10.6 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). | | | 10.6 | | Amended and Restated Promissory Note, dated as of January 14, 2022, issued to PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form S-1 filed by PowerUp Acquisition Corp. on February 14, 2022). | | | 10.7 | | Securities Subscription Agreement, dated as of February 16, 2021, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.5 to the Form S-1 filed by PowerUp Acquisition Corp. on February 14, 2022). | | | 10.8 | | Administrative Services Agreement, dated February 17, 2022, by and between the Company and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by PowerUp Acquisition Corp. on February 23, 2022). | | | 10.9 | | Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed by PowerUp Acquisition Corp. on May 1, 2023). | | | 10.10 | | Purchase Agreement, dated July 14, 2023, by and among SRIRAMA Associates, LLC, PowerUp Acquisition Corp., and PowerUp Sponsor LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on July 19, 2023). | | | 10.11 | | Loan and Transfer Agreement, dated December 21, 2023, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and SSVK Associates, LLC (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on December 28, 2023). | | | 89 | | | | | | 10.12 | | Loan and Transfer Agreement, dated January 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Apogee Pharma Inc. (incorporated by reference from Exhibit 10.11 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024). | | | 10.13 | | Loan and Transfer Agreement, dated January 10, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, and Jinal Sheth (incorporated by reference from Exhibit 10.13 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024). | | | 10.14 | | Form of Subscription Agreement dated March 5, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, Visiox Pharmaceuticals, Inc., and Investor (incorporated by reference from Exhibit 10.12 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024). | | | 10.15 | | Form of Subscription Agreement dated May 9, 2024, by and among PowerUp Acquisition Corp., SRIRAMA Associates, LLC, VKSS Capital, LLC, and Investor (incorporated by reference from Exhibit 10.16 to the Form S-4/A filed by PowerUp Acquisition Corp. on May 14, 2024). | | | 10.16 | | Form of Non-Redemption Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on May 22, 2024). | | | 10.17 | | Promissory Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp. dated October 2, 2024 (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp. on October 4, 2024). | | | 10.18 | | Subscription Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024). | | | 10.19 | | Promissory Note, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024). | | | 10.20 | | Registration Rights Agreement, dated December 13, 2024, by and among PowerUp Acquisition Corp. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by PowerUp Acquisition Corp. on December 26, 2024). | | | 10.21 | | Asset Purchase Agreement dated March 2022, by and among Aspire BioPharma, Inc. and Instaprin Pharmaceuticals Incorporated (incorporated by reference from Exhibit 10.17 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024). | | | 10.22 | | Pharmaceutical Development Agreement dated June 26, 2022, by and among Aspire BioPharma, Inc. and Glatt Air Techniques Inc. (incorporated by reference from Exhibit 10.18 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024), | | | 10.23 | | Certificate of Designation of Aspire Biopharma, Inc. (incorporated by reference from Exhibit 10.19 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024). | | | 10.24 | | Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc. and Blackstone Capital Advisors, Inc. (incorporated by reference from Exhibit 10.20 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024). | | | 10.25 | | Subscription Agreement dated August 26, 2024, by and among Aspire BioPharma, Inc. and Kitts Group, LLC (incorporated by reference from Exhibit 10.21 to the Form S-4 filed by PowerUp Acquisition Corp. on September 6, 2024). | | | 10.26 | | Form of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.27 | | Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the Form 8-K filed by the Company on February 21, 2025) | | | 10.28 | | Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.29 | | Form of Leak Out Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by Aspire Biopharma Holdings, Inc. on February 20, 2025) | | | 10.30 | | Form of Security Agreement (incorporated by reference from Exhibit 10.3 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.31 | | Form of Guarantee (incorporated by reference from Exhibit 10.4 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.32 | | Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.5 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.33 | | Form of Amendment Agreement (incorporated by reference from Exhibit 10.8 to the Form 8-K filed by the Company on February 21, 2025). | | | 90 | | | | | | 10.34 | | Form of Lock-Up Agreement (incorporated by reference from Exhibit 10.9 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.35 | | Form of Non-Compete (incorporated by reference from Exhibit 10.10 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.36 | | Form of Executive Employment Agreement between New Aspire and Kraig Higginson (incorporated by reference from Exhibit 10.11 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.37 | | Form of Executive Employment Agreement between New Aspire and Ernest Scheidemann (incorporated by reference from Exhibit 10.12 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.38 | | 2024 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.37 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.40 | | ELOC Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc., on February 20, 2025). | | | 10.41 | | ELOC Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by Aspire Biopharma Holdings, Inc., on November 14, 2025). | | | 10.42 | | Form of Debenture (incorporated by reference from Exhibit 10.40 to the Form 8-K filed by the Company on February 21, 2025). | | | 10.43 | | Form of Settlement Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on April 30, 2025). | | | 10.44 | | Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on August 22, 2025). | | | 10.45 | | Form of Convertible Promissory Note (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Company on August 22, 2025). | | | 10.46 | | Form of Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on November 14, 2025). | | | 10.47 | | Form of Securities Purchase Agreement, dated February 6, 2026, by and among Aspire Biopharma Holdings, Inc. and the purchasers named herein (incorporated by reference from Exhibit 10.1 to the Form 8-K filed by the Company on February 12, 2026). | | | 10.48 | | Form of Registration Rights Agreement, dated February 6, 2026, by and among Aspire Biopharma Holdings, Inc. and the purchasers named herein (incorporated by reference from Exhibit 10.2 to the Form 8-K filed by the Company on February 12, 2026). | | | 14.1 | | Code of Ethics (incorporated by reference from Exhibit 14.1 to the Form 10-K filed by the Company on March 11, 2024). | | | 19.1 | | Insider Trading Policy of the Company (incorporated by reference from Exhibit 19.1 to the Form 10-K filed by PowerUp Acquisition Corp. on March 11, 2024). | | | 21.1 | | List of Subsidiaries of the Company. (incorporated by reference from Exhibit 21.1 to the Form 8-K filed by the Company on February 21, 2025). | | | 23.1* | | Consent of Bush & Associates CPA LLC, former independent registered public accounting firm for Aspire Biopharma Holdings, Inc. | | | 31.1* | | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 31.2* | | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 32.1* | | Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 32.2* | | Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 99.7 | | Clawback Policy (incorporated by reference from Exhibit 97.1 to the Form 10-K filed by the Company on March 11, 2024). | | | 101.INS | | Inline XBRL Instance Document* | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema* | | | 101.CAL | | Inline XBRL Taxonomy Calculation Linkbase* | | | 101.LAB | | Inline XBRL Taxonomy Label Linkbase* | | | 101.PRE | | Inline XBRL Definition Linkbase Document* | | | 101.DEF | | Inline XBRL Definition Linkbase Document* | | * Filed herewith. | 91 | | | | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. | | Aspire Holdings Corp. | | | | | | | Date: March 30, 2026 | By: | /s/ Kraig T. Higginson | | | | Name: | Kraig T. Higginson | | | | Title: | Chief Executive Officer and Chairman | | Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Name | | Title | | Date | | | | | | | | | | | | /s/ Kraig T. Higginson | | Kraig T. Higginson | | Chief Executive Officer and Chairman (Principal Executive Officer) | | March 30, 2026 | | | | | | | | | | | | /s/ Ernest J Scheidemann | | Ernest J. Scheidemann | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | March 30, 2026 | | | | | | | | | | | | /s/ Howard Doss | | Howard Doss | | Director | | March 30, 2026 | | | | | | | | | | | | /s/ Edward Kimball | | Edward J. Kimball | | Director | | March 30, 2026 | | | | | | | | | | | | /s/ Philip Balatsos | | Philip Balatsos | | Director | | March 30, 2026 | | | 92 | | | | | **ASPIRE BIOPHARMA HOLDINGS, INC.** **INDEX TO FINANCIAL STATEMENTS** | | Page | | | Financial Statements: | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID #76) | F-2 | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-3 | | | Consolidated Statements of Operations for the years ended December 31,2025 and 2024 | F-4 | | | Consolidated Statements of Changes in Shareholders Deficit for the years ended December 31, 2025 and 2024 | F-5 | | | Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-6 | | | Notes to Consolidated Financial Statements | F-7 | | | F-1 | | *Your Vision Our Focus* * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholders of Aspire Biopharma Holdings, Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheet of Aspire Biopharma Holdings, Inc. (the Company) as of December 31, 2025, and the related consolidated statements of operations, changes in stockholders deficit, and cash flows for the year then ended, and the related notes to consolidated financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. **Substantial Doubt about the Companys Ability to Continue as a Going Concern** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Companys net loss, accumulated deficit, and working capital deficit raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. | /s/ Turner, Stone & Company L.L.P. | | | | | | We have served as the Companys auditor since 2025. | | | | | | Dallas, Texas | | | March 30, 2026 | | | F-2 | | **ASPIRE BIOPHARMA HOLDINGS, INC.** **CONSOLIDATED BALANCE SHEETS** | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | | | CURRENT ASSETS | | | | | | | | | | | Cash | | $ | 1,003,904 | | | $ | 3,633 | | | | Prepaid expenses and other current assets | | | 55,102 | | | | 144,356 | | | | Inventories | | | 253,160 | | | | - | | | | Total current assets | | | 1,312,166 | | | | 147,989 | | | | TOTAL ASSETS | | $ | 1,312,166 | | | $ | 147,989 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS DEFICIT | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | | | Accounts payable | | $ | 1,014,377 | | | $ | 310,219 | | | | Accrued expenses | | | 1,008,569 | | | | - | | | | Due to affiliate | | | 353,679 | | | | - | | | | Notes payable related party | | | 885,564 | | | | 1,266,832 | | | | Promissory note fee related party | | | 1,000,000 | | | | - | | | | Other current liabilities | | | - | | | | 111,026 | | | | Derivative liability | | | 40,954 | | | | - | | | | Loan and transfer notes payable related party | | | 499,214 | | | | - | | | | Subscription agreement loans | | | 1,500,000 | | | | - | | | | Convertible note | | | 1,290,476 | | | | - | | | | Total current liabilities | | | 7,592,833 | | | | 1,688,077 | | | | Forward purchase agreement liability | | | 95,662 | | | | - | | | | TOTAL LIABILITIES | | | 7,688,495 | | | | 1,688,077 | | | | | | | | | | | | | | | COMMITMENTS AND CONTINGENCIES (Note 9) | | | - | | | | - | | | | | | | | | | | | | | | STOCKHOLDERS DEFICIT | | | | | | | | | | | Preferred Stock; $0.0001 par value, 10,000,000 shares authorized, none issued or outstanding | | | - | | | | - | | | | Common stock; $0.0001 par value; 490,000,000 shares authorized; 3,533,408 and 690,044 issued and outstanding at December 31, 2025 and 2024, respectively | | | 353 | | | | 69 | | | | Additional paid-in capital | | | 20,881,399 | | | | 1,237,076 | | | | Accumulated deficit | | | (27,258,081 | ) | | | (2,777,233 | ) | | | TOTAL STOCKHOLDERS DEFICIT | | | (6,376,329 | ) | | | (1,540,088 | ) | | | TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | | $ | 1,312,166 | | | $ | 147,989 | | | The Companys common stock shares issued and outstanding, common stock and additional paid-in capital as of December 31, 2025 and 2024 have been retroactively restated for the reverse stock split as described in Note 3 of the accompanying notes, which are an integral part of these consolidated financial statements.* | F-3 | | **ASPIRE BIOPHARMA HOLDINGS, INC.** **CONSOLIDATED STATEMENTS OF OPERATIONS** | | | 2025 | | | 2024 | | | | | | For the Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | Net revenue | | $ | 6,202 | | | $ | - | | | | Cost of revenue | | | 6,318 | | | | - | | | | Gross margin | | | (116 | ) | | | - | | | | | | | | | | | | | | | OPERATING EXPENSES | | | | | | | | | | | General and administrative (including stock-based compensation of $14.1 million and $0, respectively) | | | 17,637,432 | | | | 940,421 | | | | Research and development | | | 923,914 | | | | 144,356 | | | | Sales and marketing | | | 789,829 | | | | 126,094 | | | | Total operating expenses | | | 19,351,175 | | | | 1,210,871 | | | | Loss from operations | | | (19,351,291 | ) | | | (1,210,871 | ) | | | Other income (expense): | | | | | | | | | | | Interest expense | | | (8,531,275 | ) | | | (97,988 | ) | | | Change in fair value of liabilities | | | 3,860,889 | | | | - | | | | Initial recognition of forward purchase liability | | | (95,062 | ) | | | - | | | | Loss on extinguishment of debt | | | (364,109 | ) | | | - | | | | Total other expense, net | | | (5,129,557 | ) | | | (97,988 | ) | | | Loss before provision for income taxes | | | (24,480,848 | ) | | | (1,308,859 | ) | | | Income tax expense | | | - | | | | (1,013 | ) | | | Net loss | | $ | (24,480,848 | ) | | $ | (1,309,872 | ) | | | | | | | | | | | | | | Weighted average shares outstanding of Common Stock | | | 1,494,956 | | | | 689,913 | | | | Basic and diluted net loss per share of Common Stock | | $ | (16.38 | ) | | $ | (1.90 | ) | | *The Companys weighted average shares outstanding of common stock for the years ended December 31, 2025 and 2024 have been retroactively restated for the reverse stock split as described in Note 3 of the accompanying notes, which are an integral part of these consolidated financial statements.* | F-4 | | **ASPIRE BIOPHARMA HOLDINGS, INC.** **CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT** **FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024** | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | Common Stock | | | Additional Paid-in | | | Accumulated | | | Total Stockholders | | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | | | | | | | | | | | | | | | | | Balance - January 1, 2025 | | | 690,044 | | | $ | 69 | | | $ | 1,237,076 | | | $ | (2,777,233 | ) | | $ | (1,540,088 | ) | | | Conversion of warrants | | | 143,393 | | | | 14 | | | | (14 | ) | | | - | | | | - | | | | Issuance of shares in Reverse Recapitalization | | | 209,101 | | | | 20 | | | | (4,602,596 | ) | | | - | | | | (4,602,576 | ) | | | Issuance of shares under working capital loans and non redemption agreements | | | 138,424 | | | | 14 | | | | (14 | ) | | | - | | | | - | | | | Issuance of commitment fee shares under ELOC agreement | | | 75,326 | | | | 8 | | | | 274,992 | | | | - | | | | 275,000 | | | | Shares issued pursuant to settlement agreement | | | 15,625 | | | | 2 | | | | 317,248 | | | | - | | | | 317,250 | | | | Stock-based compensation | | | 41,563 | | | | 4 | | | | 14,131,246 | | | | - | | | | 14,131,250 | | | | Conversion of convertible notes | | | 2,219,932 | | | | 222 | | | | 9,523,461 | | | | - | | | | 9,523,683 | | | | Net loss | | | - | | | | - | | | | - | | | | (24,480,848 | ) | | | (24,480,848 | ) | | | Balance December 31, 2025 | | | 3,533,408 | | | $ | 353 | | | $ | 20,881,399 | | | $ | (27,258,081 | ) | | $ | (6,376,329 | ) | | | | | Common Stock | | | Additional Paid-in | | | Accumulated | | | Total Stockholders | | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | | | | | | | | | | | | | | | | | Balance - January 1, 2024 | | | 11,000,000 | | | $ | 22,000 | | | $ | 957,500 | | | $ | (1,467,361 | ) | | $ | (487,861 | ) | | | Retroactive application of Reverse Recapitalization | | | (10,310,461 | ) | | | (21,931 | ) | | | 21,931 | | | | - | | | | - | | | | Balance - January 1, 2024, after retroactive application of Reverse Recapitalization | | | 689,539 | | | | 69 | | | | 979,431 | | | | (1,467,361 | ) | | | (487,861 | ) | | | Balance | | | 689,539 | | | | 69 | | | | 979,431 | | | | (1,467,361 | ) | | | (487,861 | ) | | | Issuance of common stock | | | 505 | | | | - | | | | 257,645 | | | | - | | | | 257,645 | | | | Net loss | | | - | | | | - | | | | - | | | | (1,309,872 | ) | | | (1,309,872 | ) | | | Balance - December 31, 2024 | | | 690,044 | | | $ | 69 | | | $ | 1,237,076 | | | $ | (2,777,233 | ) | | $ | (1,540,088 | ) | | | Balance | | | 690,044 | | | $ | 69 | | | $ | 1,237,076 | | | $ | (2,777,233 | ) | | $ | (1,540,088 | ) | | *The Companys common stock shares issued and outstanding, common stock and additional paid-in capital as of December 31, 2025 and 2024 have been retroactively restated for the reverse stock split as described in Note 3 of the accompanying notes, which are an integral part of these consolidated financial statements.* | F-5 | | **ASPIRE BIOPHARMA HOLDINGS, INC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** | | | 2025 | | | 2024 | | | | | | For the Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | Net loss | | $ | (24,480,848 | ) | | $ | (1,309,872 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Amortization of debt discount | | | 8,019,448 | | | | - | | | | Initial recognition of forward purchase agreement liability | | | 95,062 | | | | - | | | | Issuance of commitment shares under ELOC agreement | | | 275,000 | | | | - | | | | Loss on extinguishment of debt | | | 364,109 | | | | - | | | | Change in fair value of derivative liabilities and convertible notes | | | (3,860,889 | ) | | | - | | | | Stock-based compensation | | | 14,131,250 | | | | - | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses and other current assets | | | 174,254 | | | | (109,356 | ) | | | Inventories | | | (253,160 | ) | | | - | | | | Accounts payable | | | (323,776 | ) | | | 247,846 | | | | Accrued expenses | | | 1,047,088 | | | | - | | | | Due to related party | | | - | | | | 906,196 | | | | Other current liabilities | | | (111,026 | ) | | | - | | | | NET CASH FLOWS USED IN OPERATING ACTIVITIES | | | (4,923,488 | ) | | | (265,186 | ) | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | Issuance of common stock | | | - | | | | 257,645 | | | | Proceeds from recapitalization | | | 265,827 | | | | - | | | | Proceeds from issuance of convertible notes | | | 10,250,000 | | | | - | | | | Repayment of convertible notes | | | (3,032,645 | ) | | | - | | | | Transaction costs paid in connection with convertible notes | | | (907,499 | ) | | | - | | | | Proceeds from notes payable - related party | | | 50,000 | | | | - | | | | Repayment of notes payable related party | | | (701,924 | ) | | | - | | | | NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | | | 5,923,759 | | | | 257,645 | | | | | | | | | | | | | | | NET CHANGE IN CASH | | | 1,000,271 | | | | (7,541 | ) | | | CASH, BEGINNING OF THE YEAR | | | 3,633 | | | | 11,174 | | | | CASH, END OF THE YEAR | | $ | 1,003,904 | | | $ | 3,633 | | | | | | | | | | | | | | | Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | Accounts payable and other liabilities combined, net | | $ | 4,868,403 | | | $ | - | | | | Shares issued pursuant to settlement agreement | | $ | 317,250 | | | $ | - | | | | Issuance of shares in reverse recapitalization | | $ | 4,602,576 | | | $ | - | | | | Conversion of warrants | | $ | 14 | | | $ | - | | | | Conversion of convertible notes | | $ | 9,523,683 | | | $ | - | | | | Issuance of shares under working capital loans and non redemption agreements | | $ | 14 | | | $ | - | | | | | | | | | | | | | | | Supplemental cashflow information: | | | | | | | | | | | Cash paid for interest | | $ | 44,388 | | | $ | - | | | *The accompanying notes are an integral part of these consolidated financial statements.* ** | F-6 | | **** **ASPIRE BIOPHARMA HOLDINGS, INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS** Aspire Biopharma Holdings, Inc. (the Company or Aspire) was incorporated as PowerUp Acquisition Corp., a Cayman Islands exempted company, on February 9, 2021, then domesticated to Delaware as a corporation on February 17, 2025. On February 17, 2025, the Company completed the Reverse Recapitalization described below and changed its name to Aspire Biopharma Holdings, Inc. Aspire is an early-stage biopharmaceutical company which engages in the business of developing and marketing disruptive technology for novel sublingual delivery mechanisms initially for known drugs and supplements, such as aspirin and caffeine products. On August 26, 2024, the Company (known as PowerUp Acquisition Corp. at that time) entered into an Agreement and Plan of Merger (as amended, the Aspire Merger Agreement) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), SRIRAMA Associates, LLC, a Delaware limited liability company (the Sponsor), Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto Rico corporation (Aspire Biopharma, Inc.). On February 17, 2025 (the Closing Date), the Company consummated the reverse recapitalization transaction (the Reverse Recapitalization) pursuant to the terms of the Aspire Merger Agreement. In connection with the consummation of the Reverse Recapitalization, the Company changed its name from PowerUp Acquisition Corp. to Aspire Biopharma Holdings, Inc. (*See Note 4 - Recapitalization*). The Company has two wholly-owned subsidiaries, Aspire Biopharma Inc., a Delaware corporation, formed on October 8, 2021, and Buzz Bomb Caffeine Co. LC, a Utah corporation, formed on May 5, 2025. **NOTE 2. LIQUIDITY AND GOING CONCERN** The Companys primary sources of liquidity have been cash from financing activities. For the year ended December 31, 2025, net loss was $24,480,848. The Company had an accumulated deficit of $27,258,081 as of December 31, 2025. As of December 31, 2025, working capital deficit was $6,280,667 and cash was $1,003,904. In February 2025, the Company received proceeds of approximately $265,827 as a result of the Reverse Recapitalization. Immediately after the consummation of the Reverse Recapitalization, the Company received $3,000,000 from the issuance of convertible notes and an additional net cash proceeds of $2,661,459 after partial repayment of the convertible notes and deal costs pursuant to the August 19, 2025 Securities Purchase Agreement. In February 2026, the Company entered into a Securities Purchase Agreement (See Note 14) pursuant to which it received net payout of approximately $6,777,206 after repayment of the remaining convertible notes and deal costs under the first tranche for purchases of convertible preferred stock. The Company also entered into an ELOC agreement in November 2025, pursuant to which it can sell up to $100 million in common stock over 24 months. The Companys future capital requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity under new and existing agreements. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Companys business, results of operations and financial condition would be materially and adversely affected. As a result of the above, in connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Subtopic 205-40, Going Concern, management has determined that the Companys liquidity condition raises substantial doubt about the Companys ability to continue as a going concern through twelve months from the date these consolidated financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | F-7 | | **NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *Basis of Presentation* The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (USGAAP) issued by the Financial Accounting Standard Boards (FASB), expressed in U.S.dollars. References to US GAAP issued by theFASB in these accompanying notes to the consolidated financial statements are to the FASB Accounting Standards Codification (ASC). On January 16, 2026, the Company effected a 1-for-40 reverse stock split with respect to our common stock (the Reverse Split). All share and per share information in these consolidated financial statements give effect to this reverse stock split, including restating prior period reported amounts. The Reverse Split had no effect on the Companys authorized number of shares of common stock par value of common stock, the warrants outstanding, total assets, total liabilities or stockholders deficit. We restated our common stock outstanding (shares and amount) and the value of our additional paid-in capital (APIC) to reflect the number of shares outstanding after the Reverse Split. *Principles of Consolidation* The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. *Emerging Growth Company* The Company is an emerging growth company as defined in Section 102 (b)(1) of the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Companys consolidated financial statements with another public company difficult or impossible because of the potential differences in accounting standards used. **Use of Estimates** The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those significant estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates included in these financial statements are the determination of the fair value of the subscription agreements and convertible notes. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. | F-8 | | **Segment Information** ASC 280, Segment Reporting (ASC 280), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (CODM) in deciding how to allocate resources and in assessing performance. The Companys CODM is the Chief Executive Officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single reportable segment and decides how to allocate resources based on operating expenses that also is reported on the statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in operating expenses and cash. Operating expenses, inclusive of general and administrative costs, research and development costs and sales and marketing costs, are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements. The categories of operating expenses, as reported on the consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. **Concentration of credit risk** Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation (FDIC) coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. As of December 31, 2025 and 2024, the Company had $550,130 and $0, respectively in deposits in U.S banks in excess of the FDIC limit. Deposits are maintained with high-quality financial institutions that management believes are creditworthy. **Business Combinations** The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, the Company applies its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. | F-9 | | When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. **Cash and Cash Equivalents** The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025 or 2024. **Fair Value of Financial Instruments** Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Companys assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels: | | Level 1: Inputs are quoted prices in active markets for identical assets or liabilities. | | | | Level 2: Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. | | | | Level 3: Inputs are unobservable for the asset or liability. | | The carrying amounts of certain financial instruments, such as accounts payable and accrued expenses, approximate fair value due to their relatively short maturities. The fair value of debt instruments for which the Company has not elected the fair value option of accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. All of the Companys debt is carried on the consolidated balance sheets on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. **Inventories** Inventories consisting of finished goods are stated at the lower of cost or market value with cost determined by the first-in, first-out (FIFO) method of accounting for inventory. Inventories on hand are evaluated on an on-going basis to determine if any items are obsolete, spoiled, or in excess of future demand. The Company provides impairment that is charged directly to cost of revenue when it has been determined the product is obsolete, spoiled, and the Company will not be able to sell it at a normal profit above its carrying cost. There were no impairment charges during the years ended December 31, 2025 and 2024 and there were no allowances or reserves reducing the cost basis of inventories as of December 31, 2025 and 2024. | F-10 | | **Research and Development Cost** The Company accounts for research and development cost (R&D) in accordance with ASC 730, Research and Development (ASC 730). R&D costs are expensed as incurred. **Revenue recognition** The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (ASC 606). The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, the Company applied the following five-step model that requires entities to exercise judgment: (1) Identify the contracts or agreements with a customer: The Company sells pharmaceutical products directly to customers from its website. The Companys revenue is derived from the customer orders evidenced by invoices issued. Orders placed by customers constitute the Companys contracts with customers. (2) Identifying the performance obligations in the contract or agreement: The contract with the customer contains a single performance obligation: fulfilment of the customers order. (3) Determine the transaction price: The Companys sales arrangements for pharmaceutical products require a full prepayment from the customer at a fixed price per unit based on the terms of the invoice with the customer and before the shipment of products. The transaction price is the amount that reflects the consideration which the Company expects to receive. (4) Allocate the transaction price to the separate performance obligations: All transaction prices are allocated to the single performance obligation. (5) Recognize revenue as each performance obligation is satisfied: This performance obligation is satisfied when control of the product is transferred to the customer, which generally occurs upon shipment. The Company receives orders for products to be delivered over multiple dates that may extend across reporting periods. The Companys accounting policy treats shipping and handling activities as a fulfillment cost. The Company invoices for each order upon payment and recognizes revenue at the fixed price for each distinct product delivered when transfer of control has occurred, which is generally upon shipment. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. **Cost of Revenue** The Companys cost of revenue is comprised of costs related to its commercial revenue, including manufacturing costs and indirect costs associated with the manufacturing, storage and distribution of its products. The Company also may include certain period costs related to manufacturing services and inventory adjustments in cost of revenue. **Income Taxes** The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | F-11 | | ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company files income tax returns with the United States and the state of Utah. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of December 31, 2025, the 2025 inception year is subject to examination for U.S. federal and state purposes. In July 2025, the One Big Beautiful Bill Act (Public Law 119-21) was enacted. The Company recognized the income tax effects of the legislation in the period of enactment in accordance with ASC 740. The legislation did not have a material impact on the Companys consolidated financial statements for the year ended December 31, 2025. The Company will continue to evaluate the impact of the legislation on future periods. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprises consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained based on its technical merits and upon examination by taxing authorities. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company did not recognize interest or penalties on its consolidated statements of operations during the years ended December 31, 2025 and 2024. **Net Loss Per Share** The Company accounts for net loss per share in accordance with ASC 260, Earnings Per Share (ASC 260), which basic net income (loss) per share is computed by dividing net loss by the weighted-average shares outstanding for the year. Diluted net loss per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including public and private placement warrants and the convertible promissory notes. Basic and diluted net loss per share were the same for all years presented as we were in a loss position for all periods. **Stock-Based Compensation** The Company accounts for stock-based compensation arrangements granted to employees and vendors in accordance with ASC 718, Compensation-Stock Compensation (ASC 718), by measuring the grant date fair value of the award and recognizing the resulting expense over the period during which the employee is required to perform service in exchange for the award. Equity-based compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition will be achieved. The Company accounts for forfeitures when they occur. | F-12 | | **Warrants** The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders deficit in its consolidated balance sheets. In order for a warrant to be classified in stockholders deficit, the warrant must be (i) indexed to the Companys equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders deficit classification, it is carried on the consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in other non-operating losses (gains) in the consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders deficit in the consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value. **Recently Issued Accounting Pronouncements** In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entitys effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard was effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this accounting pronouncement. There was no material effect on the Company consolidated financial statements. On November 4, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosure (DISE), requiring additional disclosure of the nature of expenses included in the consolidated statements of operations. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statements of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. **NOTE 4. RECAPITALIZATION** On August 26, 2024, PowerUp Acquisition Corp. (PowerUp) entered into an Agreement and Plan of Merger (as amended from time to time, the Merger Agreement) with PowerUp Merger Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub), the New Sponsor, Stephen Quesenberry, in the capacity as the seller representative, and Aspire Biopharma, Inc., a Puerto Rico corporation. On February 17, 2025 prior to the time of the consummation of the reverse recapitalization (the Closing Date), Merger Sub merged with and into Aspire Biopharma, Inc, with Aspire Biopharma, Inc being the surviving company. After giving effect to the Reverse Recapitalization, Aspire Biopharma, Inc became a wholly-owned subsidiary of Aspire Biopharma Holdings, Inc., a Delaware corporation (f/k/a PowerUp Acquisition Corp.) (New Aspire). At Closing Date, the Aspire Biopharma, Inc stockholders collectively received, in the aggregate, a number of shares of duly authorized, validly issued, fully paid and nonassessable shares of New Aspire Common Stock with an aggregate value equal to (a) $350 million less (b) the amount by which Aspire Biopharma, Incs cash at Closing is less than the Minimum Cash Condition (but only in the event the Minimum Cash Condition is waived by PowerUp), if any, less (c) Aspires indebtedness at Closing. | F-13 | | Pursuant to the Merger Agreement, PowerUp migrated out of the Cayman Islands and domesticated as a Delaware corporation. Also, prior to the Closing Date, Aspire Biopharma, Inc deregistered as a Puerto Rican entity and domesticated as a Delaware corporation (the Aspire Domestication) in accordance with Section 3746 of the Puerto Rico General Corporations Act (as amended) and Section 388 of the Delaware General Corporation Law. Pursuant to the Aspire Domestication, Aspires jurisdiction of incorporation was changed from Puerto Rico to the State of Delaware. In connection with the Aspire Domestication, all issued and outstanding shares of Aspires pre-domestication voting common stock, Series A preferred stock, and any unconverted warrants automatically converted, on a one-for-one basis, into shares of the post-domesticated entitys common stock, Series A preferred stock, and warrants, respectively. In connection with the change of PowerUps jurisdiction of incorporation from the Cayman Islands to the State of Delaware ( the PowerUp Domestication), prior to the consummation of the Reverse Recapitalization (the Closing Date): (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share (the Class A common stock), of PowerUp converted, on a one-for-one basis, into a duly authorized, validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of New Aspire (the New Aspire Common Stock); and (ii) each issued and outstanding whole warrant to purchase Class A common stock of PowerUp automatically represented the right to purchase one share of New Aspire Common Stock, at an exercise price of $460 per share, after giving effect to the 1 for 40 reverse stock split, on the terms and conditions set forth in the Warrant Agreement, dated as of February 17, 2022, by and between PowerUp and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent, also referred to herein as the Transfer Agent) (the Warrant Agreement). Immediately following the PowerUp Domestication, (i) the New Aspire Common Stock reclassified as common stock, par value $0.0001 per share (the New Aspire Common Stock); (ii) each issued and outstanding unit of PowerUp that had not been previously separated into the underlying Class A ordinary share and underlying one-half of one warrant upon the request of the holder thereof were cancelled and entitled the holder thereof to one share of New Aspire Common Stock and one-half of one public warrant, with a whole public warrant representing the right to acquire one share of New Aspire Common Stock at an exercise price of $460 per share, after giving effect to the 1 for 40 reverse stock split, on the terms and conditions set forth in the Warrant Agreement; (iii) the governing documents of PowerUp were amended and restated and become the certificate of incorporation and the bylaws of New Aspire and (iv) the form of the certificate of incorporation and the bylaws were appropriately adjusted to give effect to any amendments contemplated by the form of certificate of incorporation or the bylaws that are not adopted and approved by the PowerUp shareholders, other than the amendments to the PowerUp governing documents that are contemplated by the Organizational Documents Proposal, which is a condition to the Closing of the Reverse Recapitalization. No fractional warrants were issued upon the separation of units and only whole warrants are traded. Prior to the effective time of the consummation of the Reverse Recapitalization, Aspire Biopharma, Inc caused (i) each share of Aspire Biopharma, Inc Preferred Stock that is issued and outstanding immediately prior to the effective time of the Reverse Recapitalization to be automatically converted into a number of shares of Aspire common stock at the then-effective conversion rate (the Preferred Conversion). All of the shares of Aspire preferred stock converted into shares of Aspire common stock were no longer outstanding and ceased to exist, and each holder of Aspire Biopharma, Inc preferred stock thereafter ceased to have any rights with respect to such Aspire Biopharma, Inc preferred stock. Aspire Biopharma, Inc caused each Aspire Biopharma, Inc warrant to be terminated in exchange for shares of Aspire common stock in accordance with the respective warrant agreements associated with each such warrant. On February 17, 2025 (the Closing Date), the Reverse Recapitalization was consummated. In connection with the consummation of the Reverse Recapitalization, PowerUp Acquisition Corp. changed its name to Aspire Biopharma Holdings, Inc. | F-14 | | On February 17, 2025, the Company entered into a Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC (Cobra), a single member entity controlled by Aspires former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. (a firm that Mr. Friedman controls) that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the Investors). Under the Securities Purchase Agreement, the Company issued two 20% original issue discount senior secured convertible debentures (Debentures) in an aggregate principal amount of $3,750,000, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing at least a majority of the aggregate principal and interest owed under the outstanding Debentures (Requisite Holders), under the Securities Purchase Agreement (the Offering). The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Companys shares of common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures), subject to adjustments related to the trading price of the Companys common stock provided that no conversion may be at a price per share less than the floor price of $4.00 per share ( See Note 7 - Convertible Notes). In connection with the Reverse Recapitalization, on the Closing Date, certain officers, directors, and stockholders of Aspire Biopharma, Inc each entered into a non-competition agreement and lock-up agreements with the Company. The Reverse Recapitalization was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PowerUp, who is the legal acquirer, was treated as the acquired company for financial reporting purposes and Aspire Biopharma, Inc was treated as the accounting acquirer. Aspire Biopharma, Inc has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under the redemption scenarios: | | Aspire Biopharma Incs existing stockholders will have more than 64.4% of the voting interest of New Aspire under both the no redemption and maximum redemption scenarios; | | | | Aspire Biopharma Incs senior management will comprise the senior management of New Aspire; | | | | the directors nominated by Aspire will represent the majority of the board of directors of New Aspire; | | | | Aspire Biopharma Incs operations will comprise the ongoing operations of New Aspire; and | | | | New Aspire will assume Aspires name. | | Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of a capital transaction in which Aspire is issuing stock for the net assets of PowerUp. The net assets of PowerUp will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Aspire Biopharma, Inc. *Transaction Proceeds* Upon closing of the Reverse Recapitalization, the Company received gross proceeds of $811,370 as a result of the Reverse Recapitalization, offset by total transaction costs of $545,543. The following table reconciles the elements of the Reverse Recapitalization to the consolidated statement of cash flows and the consolidated statement of changes in stockholders deficit for the year ended December 31, 2025: SCHEDULE OF RECONCILES THE ELEMENTS OF THE BUSINESS COMBINATION | | | | | | | | Cash-trust and cash, net of redemptions | | $ | 811,370 | | | | Less: transaction costs, paid | | | (545,543 | ) | | | Net proceeds from the Reverse Recapitalization | | | 265,827 | | | | | | | | | | | Less: accounts payable, accrued liabilities and other current liabilities combined | | | (1,577,057 | ) | | | Less: Promissory note fee related party combined | | | (1,000,000 | ) | | | Less: Subscription agreement loans combined | | | (1,828,098 | ) | | | Less: Loan and transfer note payable combined | | | (499,214 | ) | | | Less: Forward purchase agreement liability combined | | | (49,034 | ) | | | | | | | | | | Add: other assets, net | | | 85,000 | | | | Reverse recapitalization, net | | $ | (4,602,576 | ) | | | F-15 | | The number of shares of Common Stock issued immediately following the consummation of the Reverse Recapitalization were: SCHEDULE OF CONSUMMATION OF THE BUSINESS COMBINATION | | | | | | | | PowerUp Class A common stock, outstanding prior to the Reverse Recapitalization | | | 7,765,144 | | | | Less: Redemption of PowerUp Class A common stock | | | (507,631 | ) | | | Class A common stock of PowerUp | | | 7,257,513 | | | | PowerUp Class B common stock, outstanding prior to the Reverse Recapitalization | | | | | | | Reverse Recapitalization Class A common stock, before giving effect to the 1-for-40 reverse split | | | 7,257,513 | | | | Reverse Recapitalization Class A common stock, after giving effect to the 1-for-40 reverse split | | | 181,438 | | | | Issuance of shares related working capital agreements | | | 93,750 | | | | Aspire Biopharma, Inc. Shares | | | 875,000 | | | | Common Stock immediately after the Reverse Recapitalization, after giving effect to the 1-for-40 reverse split | | | 1,150,188 | | | The number of Aspire Biopharma, Inc. shares was determined as follows after giving effect to the Reverse Split described in Note 3: SCHEDULE OF NUMBER OF SHARES CONVERSION RATIO | | | Aspire Biopharma, Inc Shares | | | Aspires Shares after conversion ratio | | | | Common Stock issued to existing Aspire Biopharma, Inc. Shareholders | | | 13,295,551 | | | | 833,437 | | | | Common Stock obligation shares issued | | | | | | | 41,563 | | | | Number of Shares | | | 13,295,551 | | | | 875,000 | | | *Public and private placement warrants* The 359,974 Public Warrants issued at the time of the PowerUps initial public offering, and 244,083 warrants, after giving effect to the 1 for 40 reverse stock split, issued in connection with private placement at the time of the PowerUps initial public offering (the Private Placement Warrants) remained outstanding and became warrants for the Company (See Note 12 - Fair Value Measurements). **NOTE 5. RELATED PARTY TRANSACTIONS** *Loan and transfer agreements* In order to finance transaction costs in connection with the Reverse Recapitalization, the New Sponsor or an affiliate of the New Sponsor, or certain affiliates of PowerUp loaned monies for working capital purposes (Working Capital Loans) by entering into several Loan and Transfer Agreements. Upon completion of the Reverse Recapitalization, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Reverse Recapitalization did not close, the Company had the option to use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account could be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Reverse Recapitalization, without interest, or, at the lenders discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Reverse Recapitalization entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. | F-16 | | On December 21, 2023, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and SSVK Associates, LLC (SSVK), pursuant to which SSVK loaned an aggregate of $250,000 to the New Sponsor, and, in turn, the New Sponsor loaned $250,000 to PowerUp. On February 17, 2025, the Company assumed $250,000 of liabilities related to this agreement. As of December 31, 2025 and 2024, there was $250,000 and $0 in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related party and included in loan and transfer notes payable-related party on the accompanying consolidated balance sheets. The debt discount was fully amortized to interest expense as a non-cash charge over the term of the loan and transfer liability ending at the date of consummation of the Reverse Recapitalization. On January 9, 2024, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (Apogee), pursuant to which Apogee loaned an aggregate of $50,000 to the New Sponsor, and, in turn, the New Sponsor loaned the $50,000 to the Company. On February 17, 2025, the Company assumed $50,000 of liabilities related to this agreement. At the close of the Reverse Recapitalization, Apogee was issued 1,250 shares of Common Stock after giving effect to the 1 for 40 reverse stock split as commitment fees pursuant to this agreement. As of December 31, 2025 and 2024, there was $50,000 and $0 in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related party on the accompanying consolidated balance sheets. The debt discount was fully amortized to interest expense as a non-cash charge over the term of the loan and transfer liability ending at the date of consummation of the Reverse Recapitalization. On January 10, 2024, PowerUp entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (Sheth), pursuant to which Sheth loaned an aggregate of $149,214 to the New Sponsor and the New Sponsor loaned $149,214 to PowerUp. On February 17, 2025, the Company assumed $149,214 of liabilities related to this agreement. As of December 31, 2025 and 2024, there was $149,214and $0 in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related party on the accompanying consolidated balance sheets. The debt discount was fully amortized to interest expense as a non-cash charge over the term of the loan and transfer liability ending at the date of consummation of the Reverse Recapitalization. On December 3, 2024, the Company entered into a second Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (Apogee 2), pursuant to which Apogee 2 loaned an aggregate of $50,000 to the New Sponsor and the New Sponsor loaned $50,000 to the Company. On February 17, 2025, the Company assumed $50,000 of liabilities related to these working capital loans. As of December 31, 2025 and 2024, there was $50,000and $0 in borrowings under the agreement, respectively, and included in loan and transfer notes payable-related party on the accompanying consolidated balance sheets. The debt discount was fully amortized to interest expense as a non-cash charge over the term of the loan and transfer liability ending at the date of consummation of the Reverse Recapitalization. **Subscription Agreements** On March 5, 2024, PowerUp entered into four separate Subscription Agreements (each, a First Subscription Agreement) with the New Sponsor, Visiox, VKSS Capital, LLC, an affiliate of, and an entity under common control with, the New Sponsor (the Affiliate), and four separate investors (each, an Investor), whereby the Investors collectively contributed to New Sponsor a total of $1,000,000 (the First Contribution). The New Sponsor utilized the First Contribution to support PowerUps previously anticipated merger with Visiox by funding certain obligations to Visiox pursuant to the Secured Convertible Promissory Note, dated December 1, 2023, issued by Visiox to the New Sponsor (the Visiox Convertible Note) (together, all loans and advances, the March Loan). | F-17 | | On May 9, 2024, PowerUp entered into four separate Subscription Agreements (each, a Second Subscription Agreement) with the New Sponsor, the Affiliate, and four separate Investors, whereby, the Investors collectively contributed to the New Sponsor a total of $500,000 (the Second Contribution) and, in turn, the New Sponsor loaned $500,000 to PowerUp (the May Loan). PowerUp accounted for the First and Second Subscription Agreements under ASC 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815) and concluded that bifurcation of a single derivative that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10. As a result, all debt proceeds received from Investor have been recorded using the relative fair value method of accounting under ASC 470, Debt (ASC 480). Pursuant to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair value method. The initial fair value of the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model. At the close of the Reverse Recapitalization, 43,750 of commitment fee shares, after giving effect to the 1-for-40 Reverse Split, owing to the Investors under these agreements were transferred by affiliates to the Investors. On February 17, 2025, the Company assumed $1,500,000 of debt under the First Subscription and Second Subscription Agreements. For the year ended December 31, 2025, the Company accrued $250,000 in interest expense payable on the Subscription Agreements which is included in accrued expenses on the accompanying 2025 consolidated balance sheet. At December 31, 2025, $1,500,000owing under these agreements is included in subscription agreement loan balance on the consolidated balance sheet. **Due to affiliate** On February 17, 2025, the Company assumed $353,679 of liabilities due to the Sponsor of PowerUp related to administrative services fees and a residual balance due from initial public offering (IPO) proceeds. As of December 31, 2025 and 2024, the balance of $353,679 and $0 is recorded within due to affiliate on the consolidated balance sheets. **Promissory Note Fee related party** On October 2, 2024, PowerUp entered into a Promissory Note Fee Agreement with the Sponsor (the Promissory Note Fee Agreement). Pursuant to the Promissory Note Fee Agreement, PowerUp and the Sponsor agreed that the Sponsor took a significant risk on behalf of the Company by entering into the Visiox Promissory Note in exchange for payment of the Original Promissory Note Fee, and that the Sponsor should be compensated for that risk despite the termination of the right to receive the Original Promissory Note Fee as a result of the termination of the proposed merger with previous target, Visiox. As consideration for the foregoing, PowerUp agreed to pay Sponsor a modified promissory note fee of $1,000,000 (the Modified Promissory Note Fee) upon the successful closing of a merger. At the close of the Reverse Recapitalization, the Company assumed this liability. At December 31, 2025, the Modified Promissory Note Fee is still outstanding and payable and included in promissory note fee related party on the consolidated balance sheets. **Notes payable related party** During the years 2024 and 2023, Aspire Biopharma, Inc incurred expenses and costs related to officer and director compensation, rental of office space, reimbursable expenses paid by affiliates and non-interest bearing working capital loans. On September 27, 2024, to formalize the related party working capital advances, Aspire Biopharma, Inc issued three nonconvertible 20% original issues discount (OID) notes payable to related parties for a total face value of $1,066,391. The notes were due the earlier of June 27, 2025 (9 months from issuance); or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a Qualified Offering). The notes do not bear interest but have a 5% exit fee payable on maturity or repayment and had original issuance discounts totaling $213,278 and are unsecured. Pursuant to the February 18, 2025 subordination agreement between two note holders and Cobra, payments will not be made on the matured notes until full payment of the Cobra obligation (See Note 7 - Convertible Notes). For the years ended December 31, 2025 and 2024, total amortized debt discount of $74,226 and $139,052, respectively, was included in interest expense on the accompanying consolidated statements of operations. | F-18 | | On October 2, 2024, the Company issued one non-convertible 20% OID note payable to a related party for working capital for a total face value of $62,500. The note is due on the earlier of July 2, 2025 (9 months from issuance); or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a Qualified Offering). The note does not bear interest but has a 5% exit fee payable on maturity or repayment and had an OID totaling $12,500 and was unsecured. Pursuant to the Settlement Agreement (See Note 6 - Subscription Agreement Loans), the note was amended to extend the maturity date to September 10, 2025. In August 2025, the note balance was fully repaid. For the years ended December 31, 2025 and 2024, total amortized debt discount of $8,379 and $4,121, respectively, was included in interest expense on the accompanying consolidated statements of operations. On December 30, 2024, the Company issued one non-convertible 20% OID note payable for working capital to a related party for a total face value of $40,625. The note is due the earlier of September 30, 2025 (9 months from issuance); or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a Qualified Offering). The note does not bear interest but has a 5% exit fee payable on maturity or repayment and had original issuance discounts totaling $8,125 and was unsecured. For the years ended December 31, 2025 and 2024, total amortized debt discount of $8,095 and $30, respectively, was included in interest expense on the accompanying consolidated statements of operations. On December 31, 2024, the Company issued one non-convertible 20% OID note payable for working capital to a related party for a total face value of $279,878. The note is due the earlier of September 30, 2025 (9 months from issuance); or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a Qualified Offering). The note does not bear interest but has a 5% exit fee payable on maturity or repayment and had original issuance discounts totaling $46,646 and was unsecured. For the year ended December 31, 2025, total amortized debt discount of $46,646 was included in interest expense on the accompanying 2025 consolidated statement of operations. On January 22, 2025, the Company issued one non-convertible 20% OID note payable for working capital to a related party for a total face value of $31,250. The note is due the earlier of October 22, 2025 (9 months from issuance); or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a Qualified Offering). The note does not bear interest but has a 5% exit fee payable on maturity or repayment and had original issuance discounts totaling $6,250 and was unsecured. In August 2025, the note balance was fully repaid. For the year ended December 31, 2025, total amortized debt discount of $6,250 was included in interest expense on the accompanying 2025 consolidated statement of operations. On February 13, 2025, the Company issued one non-convertible 20% OID note payable for working capital to a related party for a total face value of $31,250. The note is due the earlier of November 13, 2025 (9 months from issuance); or (ii) the date that the Company receives gross proceeds of at least $2,500,000 in an offering of its debt or equity securities (a Qualified Offering). The note does not bear interest but has a 5% exit fee payable on maturity or repayment and had original issuance discounts totaling $6,250 and were unsecured. In August 2025, the note balance was fully repaid. For the year ended December 31, 2025, total amortized debt discount of $6,250 was included in interest expense on the accompanying 2025 consolidated statement of operations. | F-19 | | The following table reflects the outstanding balances of each note issuance at December 31, 2025 and 2024 SCHEDULE OF NOTE ISSUANCE | Issuance date | | December 31, 2025 | | | December 31, 2024 | | | | September 27, 2024 | | $ | 591,692 | | | $ | 920,240 | | | | October 2, 2024 | | | - | | | | 65,513 | | | | December 30, 2024 | | | - | | | | 38,569 | | | | December 31, 2024 | | | 293,872 | | | | 242,510 | | | | Total Principal | | | 885,564 | | | | 1,541,474 | | | | Unamortized debt discount | | | - | | | | (274,642 | ) | | | Total | | $ | 885,564 | | | $ | 1,266,832 | | | At December 31, 2025 and 2024, total balance of $885,564 and $1,266,832 inclusive of unamortized debt discount of $0 and $274,642, respectively, is included in Notes payable related party on the accompanying consolidated balance sheets. **NOTE 6. SUBSCRIPTION AGREEMENT LOANS** *Blackstone Subscription Agreement* On December 18, 2024, and effective December 13, 2024, PowerUp entered into (i) a subscription agreement (the Blackstone Subscription Agreement), (ii) a promissory note (the Blackstone Note), and (iii) a registration rights agreement (the RRA) with Blackstone Capital Advisors, Inc. (Blackstone), an entity controlled by Aspires former Director of Investor Relations, Lance Friedman (all transactions contemplated by such agreements, collectively, the Blackstone Transaction). Pursuant to the terms of the Blackstone Transaction, Blackstone may loan up to an aggregate principal amount of $500,000 to the Company, with an original issue discount of twenty percent (20%). Blackstone loaned the maximum of $500,000 to the PowerUp. The maturity date of the Blackstone Note is the earlier of (i) June 1, 2025 or (ii) the date that the Company receives gross proceeds of at least $5,000,000 in an offering of its debt or equity securities. The principal amount of the Blackstone Note bears interest at a rate per annum of ten percent (10%). Interest will be due and payable on the maturity date. Additionally, the Company will pay Blackstone an exit fee equal to ten percent (10%) of the principal amount and accrued interest on the maturity date. Upon the closing of the Reverse Recapitalization, the Sponsor will transfer three Class A ordinary shares of PowerUp to Blackstone for each dollar loaned under the Blackstone Transaction (the Commitment Shares). On February 17, 2025, the Blackstone Subscription Agreement was amended (the Amended Blackstone Subscription Agreement) to fix the commitment shares to 44,875 after giving effect to the 1 for 40 reverse stock split. The commitment shares were issued at the close of the Reverse Recapitalization. The Company has agreed to register the Commitment Shares with the SEC in a registration statement filed by the Company in connection with a Qualified Offering (as defined in the Blackstone Subscription Agreement), if any. On February 17, 2025, a value of $328,098 inclusive of principal balance loaned of $423,474 was assumed under this agreement. On April 24, 2025, the Company entered into a settlement agreement (the Settlement Agreement) with Cobra, Blackstone and their affiliates (collectively, the Lenders) to resolve all matters related to previously issued notices of default and to amend certain outstanding loan agreements. In connection with the Settlement Agreement, the Company issued 15,625 shares of common stock with a fair value of $317,250, after giving effect to the 1-for-40 reverse stock split to Blackstone Capital Advisors, Inc. or its designees. Pursuant to the Settlement Agreement between the Company and the Lenders, the Blackstone Subscription Agreement was amended (the April 2025 Amended Blackstone Subscription Agreement) to extend the maturity date to August 15, 2025. In addition, the Company paid $60,000 as an addition to the principal in lender deal cost in consideration for Blackstones waiver of its right to additional interest or penalties due to the default. The amendment of the debt was accounted under ASC 470. For the year ended December 31, 2025, $364,109was recorded as loss of extinguishment of debt in the accompanying consolidated statements of operations. In August 2025, the Blackstone Note was fully settled including all exit fees and accrued interests. | F-20 | | **NOTE 7. CONVERTIBLE NOTES** *Securities Purchase Agreement* On February 17, 2025, the Company entered into a Securities Purchase Agreement (Securities Purchase Agreement) with Cobra Alternative Capital Strategies, LLC, an entity controlled by the Companys former Director of Investor Relations, Lance Friedman, which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc. that was terminated effective February 17, 2025, and Target Capital X LLC (collectively, the Investors). Under the Securities Purchase Agreement, the Company issued 20% original issue discount senior secured convertible debentures (February 2025 Convertible Debentures) in an aggregate principal amount of $3,750,000 which includes a 20% OID. The conversion price per share of each Debenture is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures), provided that no conversion may be at a price per share less than the floor price of $4.00 per share. At the close of the Reverse Recapitalization, 52,663 of commitment fee shares, after giving effects to the 1-for-40 reverse stock split, owing to the Investors under these agreements were transferred by affiliates to the Investors. The Company analyzed for the Securities Purchase Agreement under ASC 480 and ASC 815 and concluded that bifurcation of a single derivative that comprises all of the fair value of the conversion feature(s) (i.e., derivative instrument(s)) is not necessary. As a result, all debt proceeds received have been recorded using the fair value method of accounting under ASC 825, Fair Value Measurement (ASC 825). Pursuant to ASC 825, the Company recorded the fair value of the subscription liability on the 2025 consolidated balance sheet using the fair value method. The initial fair value of the subscription liability at issuance was estimated using a Monte Carlo Model. In August and September 2025, the Company repaid a total of $3,032,645 of the February 2025 Convertible Debentures. At December 31, 2025, the fair value of $1,146,236 of the Securities Purchase Agreement is included in Convertible Notes on the accompanying 2025 consolidated balance sheet. For the year ended December 31, 2025, $711,996 debt discount amortized was included in interest expense on the consolidated statement of operations. For the year ended December 31, 2025, change in fair value of $249,447 was included as an income and expense, respectively in change in fair value of liabilities on the 2025 consolidated statement of operations. **Convertible Notes** On August 19, 2025, the Company entered into a Securities Purchase Agreement (the August Securities Purchase Agreement) with certain investors (the Purchasers), pursuant to which the Company sold to the Purchasers certain notes in an aggregate principal amount of $9,687,500 for a subscription price of $7,750,000 (the August 2025 Notes) with a maturity date of February 19, 2026. The August 2025 Notes have a 20% OID of $1,937,500 which is included in the aggregate principal amount of $9,687,500 and do not bear an interest rate except for instances of default. Of the $7,750,000 total funding (before transaction expenses and debt repayments) under the Securities Purchase Agreement, $4,500,000 was funded on August 19, 2025 (the first Tranche), $1,000,000 was funded on September 22, 2025 (the Second Tranche), and the balance of $2,250,000 (the Third Tranche) was funded on September 30, 2025. The August 2025 Notes are convertible into up to an aggregate of 3,679,436 shares of common stock after giving effects to the 1-for-40 reverse stock split (the Conversion Shares) subject to certain conditions. The August 2025 Notes are convertible (in whole or in part) at any time on or after the thirty-first (31st) day following the Issuance Date into such number of shares of Common Stock as shall be determined by dividing (x) that portion identified by the Purchaser of (A) the outstanding principal amount, plus (B) accrued and unpaid interest with respect to such outstanding principal amount of such Purchasers Note and any other amounts owing under such Note or other Transaction Documents (the as that term is defined in the Notes) by (y) the conversion price then in effect on the date on which the Purchaser delivers a notice of conversion. The conversion price means the greater of (i) eighty (80%) percent of the lowest Closing Price on any Trading Day during the five (5) Trading Days prior to the applicable conversion date or (ii) the floor price (the Floor Price). The Floor Price means 20% of the average closing price of the Companys Common Stock for the five days prior to the Closing Date. | F-21 | | The August 2025 Notes may not be converted and shares of Common Stock may not be issued under Notes if, after giving effect to the conversion or issuance, such Purchaser (together with its affiliates, if any) would beneficially own in excess of 4.99% of our outstanding shares of our Common Stock, which we refer to herein as the Note Blocker. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable Purchaser of Notes, except that any raise will only be effective upon 61-days prior notice to us. In connection with the August Securities Purchase Agreement, the Company entered into a registration rights agreement, dated as of August 19, 2025 (the Registration Rights Agreement), pursuant to which the Company agreed to file the initial resale registration statement by no later than September 18, 2025, to register the resale of the common stock underlying the Notes. The resale registration statement became effective on September 30, 2025. The Company accounted for the August 2025 Notes under ASC 470 and ASC 815 and concluded that bifurcation of multiple embedded features was necessary under ASC 815-15-25-1. As a result, the Company separately accounted for the embedded features as a single compound derivative. The Company recorded the initial fair value of the derivative liability of $4,101,583 and the debt issuance cost of $907,499 as a debt discount, which will be amortized to interest expense over the expected term of the debt. During the year ended December 2025, a total value of $9,523,683 of Convertible Notes were converted into 2,219,932 shares of common stock of the Company after giving effects to the 1-for-40 reverse split. The remaining debt of $163,817 was converted into 48,755 common stock in January 2026. For the year ended December 31, 2025, total amortized debt discounts of $6,927,005 was included in interest expense on the accompanying 2025 consolidated statement of operations. At December 31, 2025, the balance of $144,241 of the August 2025 Notes is included in Convertible Notes on the consolidated balance and comprises the principal balance of $163,817, net of unamortized debt discount of$19,576. **NOTE 8. REVENUES** Net sales include revenue from product sales and shipping and handling charges, net of returns and discounts. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when or as the Company satisfies its performance obligations under the contract. The Company recognizes revenue by transferring control of the promised products to the customer, which primarily occurs when products are shipped to the customer. The Company recognizes revenue for shipping and handling charges at the time the products are shipped to the customer. The Company estimates product returns based on historical return rates. All of the Companys contracts have a single performance obligation and are short-term in nature. Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. The Company recognizes revenue from the sale of pharmaceutical products directly to customers and is recognized at an amount that reflects the consideration expected to be received in exchange for such products. The customer order evidenced by invoices issued is considered to be the contract with the customers. At contract inception, an assessment of the products and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer a product to the customer. To identify the performance obligations, the Company considers the products promised per the invoice regardless of whether they are explicitly stated or are implied by customary business practices. The performance obligation is considered to be fulfilled upon the shipment of the products. At each reporting period, any invoiced sales that have not yet shipped is recorded as deferred revenue. As of December 31, 2025, there was no deferred revenue. | F-22 | | The following tables represent net sales disaggregated by revenue source: SCHEDULE OF DISAGGREGATION OF REVENUE | | | Year ended | | | | | | December 31, 2025 | | | | Nutraceutical products | | $ | 6,202 | | | | Total revenues | | $ | 6,202 | | | The following tables represent net sales disaggregated by geography, based on the customers billing addresses. SCHEDULE OF DISAGGREGATION OF NET SALES DISAGGREGATED BY GEOGRAPHY | | | Year ended December 31, 2025 | | | | United States | | $ | 6,153 | | | | Canada | | | 30 | | | | United Kingdom | | | 19 | | | | Total revenues | | $ | 6,202 | | | **NOTE 9. COMMITMENTS AND CONTINGENCIES** *Registration Rights* The holders of Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement dated February 17, 2022. These holders are entitled to certain demand and piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. On May 13, 2025, the Company filed a Registration Statement on Form S-1 to register 73,225 of the outstanding 244,083 Private Placement Warrants, after giving effects to the 1-for-40 reverse stock split. The Registration Statement was declared effective on May 30, 2025. *Equity Line of Credit (ELOC) Agreement* On February 13, 2025, PowerUp entered into a Purchase Agreement (ELOC Agreement) with Arena Business Solutions Global SPC II, Ltd. (Arena). Under the ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase up to $100,000,000 in shares of the Companys common stock (the ELOC Shares) upon satisfaction of certain terms and conditions contained in the ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering the resale of ELOC Commitment Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement. The term of the ELOC Agreement began on the date of execution and ends on the earlier of (i) the first day of the month following the 36-month anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement (the Commitment Period). In consideration for the Arenas execution and delivery of the ELOC Agreement, the Company issued to Arena 50,000 Common Shares after giving effects to the 1-for-40 reverse stock split (the Commitment Fee Shares), of which 27,663 after giving effect to the 1-for-40 reverse stock split became freely tradable upon the closing of the Reverse Recapitalization. | F-23 | | At close of the Reverse Recapitalization, the Company assumed a $49,034 forward purchase agreement liability under the ELOC Agreement. For the year ended December 31, 2025, the change in fair value of the purchase agreement was a gain of $49,034, which is included in change in fair value of liabilities on the accompanying 2025 consolidated statement of operation. In November 2025, the Arena ELOC was terminated. On November 11, 2025, the Company entered into a new Purchase Agreement (the Second ELOC Agreement) with Arena Business Solutions Global SPC II, Ltd. (Arena). Under the Second ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase up to $100,000,000 in shares of the Companys common stock (the ELOC Shares) upon satisfaction of certain terms and conditions contained in the Second ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering the resale of the ELOC Commitment Fee Shares and additional shares to be sold to Arena from time to time under the Second ELOC Agreement. The term of the Second ELOC Agreement began on November 11, 2025 and ends on the earlier of (i) the first day of the month following the 36-month anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of Second ELOC Shares, or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the Second ELOC Agreement (the Commitment Period). In consideration for the Arenas execution and delivery of the Second ELOC Agreement, the Company is required to issue Common Shares to Arena equal to $250,000 divided by the lowest 1-Trading Day VWAP of the Common Shares of the five (5) Trading Days immediately preceding the effectiveness of the initial registration statement (the Commitment Fee Shares), plus $25,000 in Common shares for fees associated with the prior ELOC Agreement with the Company, based on a price equal to the lowest 1-Trading Day VWAP of the Common Shares of the five (5) Trading Days immediately preceding the date of execution and delivery of this Agreement. The Company issued 75,325 shares of common stock after giving effects to the 1-for-40 reverse stock split to Arena in November and December 2025 and an additional 6,066 true up shares in January 2026, representing payment of the commitment fee shares. At December 31, 2025, the fair value of the forward purchase agreement liability related to the Second ELOC Agreement is $95,662 and included in forward purchase agreement liability on the accompanying 2025 consolidated balance sheet. *Instaprin Acquisition* On March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.s (Instaprin) intangible assets, inclusive of U.S. Patent No. 62/794141, International Publication No. 2020/15460 A1 and WO 2020/150685 A1, and the Instaprin U.S. Trademark No. 86274378, trade secrets and proprietary information, all applications for any of the foregoing, commercial and scientist relationships, and any license or agreements granting rights related to the foregoing. The purchase price for the Acquired Assets (as defined in the APA) was $3,628,325 plus interest thereon, to be paid to the SEC on behalf of Instaprin in satisfaction of the SECs judgment against Instaprin and its former CEO, from sales of the product, as follows: 20% from the first $5,000,000 of sales and 10% from sales thereafter until the entire contingent purchase price obligation is satisfied. Additionally, ten percent (10%) of the Companys equity was to be delivered at Closing, in proportion to their equity holdings in the Company, to be issued to a Trustee for the former Instaprin Shareholders, along with an additional ten percent (10%) of the Companys equity to be issued to Instaprins service providers, pursuant to a stock incentive plan to be adopted. As of December 31, 2025, the Company has notrecorded the assets from the APA due to the contingent nature of the transaction and the Company has not yet adopted a stock incentive plan. | F-24 | | **NOTE 10. STOCKHOLDERS DEFICIT** **Preferred Stock**The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At December 31, 2025 and 2024, there were no shares ofpreferred stock issued or outstanding. **Common Stock** The Company is authorized to issue 490,000,000 shares of Common Stock with a par value of $0.0001 per share. As of December 31, 2025 and 2024, there were3,533,408 and 690,044shares of common stock issued and outstanding, respectively, after giving effect to the 1-for-40 reverse stock split. *PowerUp Warrants* As part of the PowerUp IPO, PowerUp issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Companys Class A common stock at an exercise price of $460 per share (the Public Warrants). Simultaneously with the closing of the IPO, PowerUp completed the private sale of 244,083 warrants (the Private Placement Warrants) where each warrant allows the holder to purchase one fortieth share of the Companys Common Stock at $460 per share, after giving effect to the 1 for 40 reverse stock split. At December 31, 2025, there are Public Warrants 359,974 and 244,083 Private Placement Warrants outstanding. The Public Warrants became exercisable commencing 30 days after the consummation of the Reverse Recapitalization. Once the warrants became exercisable, the Company may redeem the warrants: | | in whole and not in part; | | | | at a price of $16 per warrant; | | | | upon not less than 30 days prior written notice of redemption, to each warrant holder; and | | | | if, and only if, the reported last sale price of the Companys Common Stock equals or exceeds $720.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. | | The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable, or saleable until 30 days after the completion of a Reverse Recapitalization, subject to certain limited exceptions. The Company has determined that Public Warrants and the Private Placement Warrants issued in connection with its IPO in February 2022 are subject to treatment as equity. Upon the closing of the Reverse Recapitalization, in accordance with the guidance contained in ASC 815, the warrants continue to be equity classified. *Stock-based compensation* On February 29, 2024, Aspire Biopharma, Inc entered into a Corporate advisory agreement with an advisory firm, pursuant to which the advisory firm will receive 6% of the amount shares outstanding after the close of the Reverse Recapitalization as compensation for advisory services to support the Companys efforts related to the Reverse Recapitalization. On January 3, 2025, the agreed upon compensation was reduced to 4.75% of the amount of shares outstanding after the close of the Reverse Recapitalization. In February 2025, 41,563 shares of the 875,000 Reverse Recapitalization shares after giving effects to the 1-for-40 reverse stock split were issued to the affiliated company under this agreement. The issuance of these shares to the service advisors is subject to ASC 718. Under ASC 718, compensation associated with equity-classified awards is measured at fair value upon the grant date. The shares were granted subject to a performance condition (i.e., the occurrence of a Reverse Recapitalization). Stock-based compensation of $14,131,250 was recognized in general and administrative expenses upon consummation of the Reverse Recapitalization in February 2025 based on the grant date fair value per share. The fair value was determined by applying a 15% discount for lack of marketability to the market price of the shares on date of grant. | F-25 | | *Aspire Biopharma warrants* During the year ended December 31, 2024, Aspire Biopharma, Inc issued 44,000,000warrants at a per share price of $0.40. As of December 31, 2024, there were 91,500,000 warrants outstanding and all were fully vested. On January 21, 2025, the 91,500,000 warrants were converted into 91,500,000 shares of Aspire Biopharma Inc. common stock, which, on the Reverse Recapitalization date, were subsequently converted into 143,393 shares of common stock of the Company after giving effects to the 1-for-40 reverse stock split. *Working capital loan and other share issuance as close of the Reverse Recapitalization* Pursuant to the First Subscription Agreement, the Company issued 43,750 shares of Common Stock after giving effect to the 1-for-40 reverse stock split to the Investors representing commitment fee shares at Closing Date (See Note 5 - Related Party Transactions). Pursuant to the Blackstone Subscription Agreement, on February 17, 2025, the Company issued 44,875 shares of Common Stock after giving effect to the 1-for-40 reverse stock split to Blackstone representing commitment fee shares at Closing Date (See Note 6 - Subscription Agreement Loans). Pursuant to the Loan and Transfer Agreement with Apogee, the Company issued 1,250 shares of Common Stock after giving effect to the 1-for-40 reverse stock split to the New Sponsor at Closing Date (See Note 5 - Related Party Transactions). On May 22, 2024, PowerUp entered into a non-redemption agreement with the sponsor of PowerUp and an investor, pursuant to which the investor agreed not to exercise their redemption rights with respect to holdings of PowerUp shares and in consideration of same, received 1,875 Common Stock of the Company after giving effect to the 1-for-40 reverse stock split at the close of the Reverse Recapitalization. On July 13, 2023, PowerUp entered into an amended service agreement with a vendor ( the Amended Service Agreement). Pursuant to the Amended Service Agreement, the vendor will act as a capital market advisor in exchange for a cash fee and 2,000 common shares, after giving effect to the 1-for-40 Reverse Split. The shares were issued to the vendor on the Closing Date of the Reverse Recapitalization. *Other Share issuances* As stated in Note 5, On April 28, 2025, in connection with the Settlement Agreement, the Company issued 15,625 shares of common stock after giving effects to the 1-for-40 Reverse Split after giving effect to the 1-for-40 Reverse Split to Blackstone Capital Advisors, Inc. or its designees. As stated in Note 9, In November 2025 and December 2025, the Company issued a total of 75,325 shares of common stock after giving effect to the 1-for-40 Reverse Split to Arena pursuant to the Second ELOC Agreement. | F-26 | | **NOTE 11. INCOME TAXES** The income tax provision consists of the following for the years ended December 31, 2025 and 2024: SCHEDULE OF INCOME TAX PROVISION | | | 2025 | | | 2024 | | | | Federal | | | | | | | | | | | Current | | $ | - | | | $ | - | | | | Deferred | | | - | | | | - | | | | State and local | | | | | | | | | | | Current | | | - | | | | - | | | | Deferred | | | - | | | | - | | | | Foreign | | | | | | | | | | | Current | | | - | | | | 1,013 | | | | Deferred | | | - | | | | - | | | | Income tax provision / (benefit) | | $ | - | | | $ | 1,013 | | | Below is a reconciliation of the statutory tax rate to the Companys effective tax rate for the year ended December 31, 2025. SCHEDULE OF RECONCILIATION OF STATUTORY TAX RATE TO EFFECTIVE TAX RATE | | | 2025 | | | | | | Amount | | | % | | | | Pretax book income (loss) | | $ | (24,480,848 | ) | | | 100.0 | | | | Statutory federal income tax | | $ | (5,140,978 | ) | | | 21.0 | | | | Research tax credits | | | (48,657 | ) | | | 0.2 | | | | Change in valuation allowance | | | 2,828,659 | | | | (11.5 | ) | | | Non-taxable or non-deductible items: | | | | | | | | | | | Non-deductible transaction costs | | | 3,171,730 | | | | (13.0 | ) | | | Change in derivative liability | | | (810,787 | ) | | | 3.3 | | | | Meals and entertainment | | | 33 | | | | - | | | | Minimum tax liability | | | - | | | | - | | | | Income tax expense | | $ | - | | | | - | | | | | | 2024 | | | | | | Amount | | | % | | | | Pretax book income (loss) | | $ | (1,308,859 | ) | | | 100.0 | | | | Statutory federal income tax | | | - | | | | - | | | | Minimum tax liability | | | 1,013 | | | | 0.08 | | | | Income tax expense | | $ | 1,013 | | | | 0.08 | | | The Companys deferred tax assets are as follows at December 31, 2025 and 2024: SCHEDULE OF DEFERRED TAX ASSETS | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | | | Net operating loss carryforward | | $ | 3,250,617 | | | $ | - | | | | Research tax credit carryforward | | | 48,657 | | | | - | | | | Total deferred tax assets | | | 3,299,274 | | | | - | | | | Less: Valuation allowance | | | (3,299,274 | ) | | | - | | | | Net deferred tax assets | | $ | - | | | $ | - | | | | F-27 | | In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.For the year ended December 31, 2025, the valuation allowance increased by $3,299,274, due to increases in the net operating loss carryforward and research tax credit carryforward as a result of being taxed for the first time in 2025. The Company will continue to assess the realizability of the deferred tax assets at each reporting date based upon actual and forecasted operating results. As of December 31, 2025 the Company had U.S. federal and state net operating loss carryforwards of $13,238,106with an indefinite carryforward period. The Company files income tax returns with the United States and Utah. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of December 31, 2025, the 2025 inception year is subject to examination for U.S. federal and state purposes. For the year ended December 31, 2025 the Company has not recognized any amount of interest and penalties in its consolidated statements of operations. | F-28 | | **NOTE 12. FAIR VALUE MEASUREMENTS** **** The following table presents information about the Companys assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS | | | | | Quoted Prices in Active Markets | | | Significant Other Observable Inputs | | | Significant Other Unbservable Inputs | | | | December 31, 2025 | | Level | | (Level 1) | | | (Level 2) | | | (Level 3) | | | | Liabilities: | | | | | | | | | | | | | | | | | Convertible Notes | | 3 | | | | | | | | | | $ | 1,146,236 | | | | Forward Purchase Agreement liabilities | | 3 | | | | | | | | | | | 95,662 | | | | Derivative liability | | 3 | | | | | | | | | | $ | 40,954 | | | **Convertible Notes** As discussed in Note 7 - Convertible Notes, the February 2025 Convertible Debentures are classified and accounted for as a financial liability which is measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815). The financial liabilities are valued under a Monte Carlo Model. The estimated fair value of the financial liabilities component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Companys February 2025 Convertible Debentures as of December 31, 2025 were: SCHEDULE OF CONVERTIBLE NOTES | Inputs | | December 31, 2025 | | | | Term remaining - years | | | 0.13 | | | | Share price | | | 0.13 | | | | Debt rate | | | 12.49 | % | | The change in the fair value of the convertible notes measured using Level 3 inputs is summarized as follow: SCHEDULE OF FAIR VALUE OF THE CONVERTIBLE NOTES | | | February Notes | | | | Balance, December 31, 2024 | | $ | | | | | Convertible notes, beginning balance | | | | | | | Fair value at issuance | | | 3,000,000 | | | | Paid-in-kind interest | | | 217,438 | | | | OID amortized | | | 711,996 | | | | Repayment of Note | | | (3,032,645 | ) | | | Change in fair value | | | 249,447 | | | | Balance, December 31, 2025 | | $ | 1,146,236 | | | | Convertible notes, ending balance | | | 1,146,236 | | | *Forward purchase agreement liabilities* As discussed in Note 9 - Commitment and Contingencies, the forward purchase agreement liabilities are classified and accounted for as financial liabilities which will be measured at fair value on a recurring basis. The forward purchase agreements liabilities are valued under a Probability Weighted Expected Return Model (PWERM) which fair values repayable capital investment and uses a Black Scholes Model that fair values the conversion features within the convertible debt. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the forward purchase agreements liabilities are determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. There were no draws for the year ended December 31, 2025; therefore, no valuation was required. The change in the fair value of the forward purchase agreement liabilities measured using Level 3 inputs is summarized as follows: *Forward purchase agreement liabilities - ELOC Agreement* SCHEDULE OF FAIR VALUE FORWARD PURCHASE AGREEMENT LIABILITIES ** ** | | | | | | | | Balance, December 31, 2024 | | $ | - | | | | Assumed in Reverse Recapitalization | | | 49,034 | | | | Change in fair value | | | (39,133 | ) | | | Termination of agreement | | | (9,901 | ) | | | Forward purchase agreement at December 31, 2025 | | $ | - | | | ** ** ** | F-29 | | *Forward purchase agreement liabilities - Second ELOC Agreement* | Balance, December 31, 2024 | | $ | - | | | | Initial recognition of liability | | | 95,062 | | | | Change in fair value | | | 600 | | | | Forward purchase agreement liability at December 31, 2025 | | $ | 95,662 | | | *Derivative liability* As discussed in Note 7 - Convertible Notes, the Company accounted for the August 2025 Notes under ASC 470 and ASC 815 and concluded that bifurcation of multiple embedded features was necessary under ASC 815-15-25-1. As a result, the Company separately accounted for as a single compound derivative. The initial fair value of the derivative liability at issuance was $4,101,583 and estimated using a Monte Carlo Model. For the year ended December 31, 2025, change in fair value of the derivative liability of $75,482 was recorded as an income on the consolidated statements of operations. At December 31, 2025, the fair value of the derivative of $40,954 was included in derivative liability on the accompanying 2025 consolidated balance sheet. The key inputs of the models used to value the Companys derivative liability as of December 31, 2025 were: SCHEDULE OF KEY INPUTS OF MODELS USED TO VALUE DERIVATIVE LIABILITY | Inputs | | December 31, 2025 | | | | Term Remaining - Years | | | 0.14 - 0.39 | | | | Share Price | | | $0.10- $0.42 | | | | Risk Free Rate | | | 3.52% - 3.92% | | | The change in the fair value of the derivative liability measured using Level 3 inputs is summarized as follows SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY | | | For the Year ended | | | | | | December 31, 2025 | | | | Balance, December 31, 2024 | | $ | - | | | | Derivative liability, beginning balance | | | - | | | | Initial recognition | | | 4,101,583 | | | | Conversion of shares | | | (3,985,147 | ) | | | Change in fair value | | | (75,482 | ) | | | Derivative liability at December 31, 2025 | | $ | 40,954 | | | | Derivative liability, ending balance | | | 40,954 | | | | F-30 | | **NOTE 13. SEGMENT INFORMATION** When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss, which include the following: SCHEDULE OF SEVERAL KEY METRICS INCLUDED IN NET LOSS AND TOTAL ASSETS | | | 2025 | | | 2024 | | | | | | For the Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | Gross margin | | $ | (116 | ) | | $ | - | | | | Operating expenses | | | (19,351,175 | ) | | | (1,210,871 | ) | | | Other expenses, net | | | (5,129,557 | ) | | | (97,988 | ) | | | Income tax expense | | | - | | | | (1,013 | ) | | | Net loss | | $ | (24,480,848 | ) | | $ | (1,309,872 | ) | | Gross margin, operating expenses, other expenses, net and income tax expense are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available for working capital needs and to fund research and development efforts. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net loss are reported on the consolidated statements of operations and described within their respective disclosures. **NOTE 14. SUBSEQUENT EVENTS** The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, other than disclosed below or within these consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. | F-31 | | **Exchange Agreements** On January 1, 2026, the Company entered into Exchange Agreements (the Exchange Agreements) with certain holders of the Companys debt (the Holders) to exchange approximately $1.75 million in debt for shares (the Exchange Shares) of the Companys common stock (the Exchange) (See Note 5). The debt was incurred by the Companys predecessor, PowerUp pursuant to subscription agreements dated March 4, 2024, and May 9, 2024. The Holders were Sponsors of PowerUps initial public offering. Pursuant to the Exchange Agreements, the Holders may, in their discretion, submit a notice of exchange setting forth the Exchange Amount, the Exchange Shares, and the applicable Exchange Price. Within one business day of receipt of an Exchange Notice, the Company will issue to such Holder the number of Exchange Shares equal to the Exchange Amount divided by the Exchange Price, and such Exchange Amount shall be deducted from the Outstanding Balance. Each Holder may submit up to four (4) Exchange Notices, but each Exchange Notice may not exchange more than thirty percent (30%) of the applicable Holders Outstanding Balance. In addition, upon a financing in excess of $3,000,000 (a Financing), the Company may repay part or all of any Holders Outstanding Balance. Upon a Financing, a Holder may elect to receive cash proceeds from any Financing in an amount equal to twenty five percent (25%) of such Holders Outstanding Balance, to be applied to such Holders Outstanding Balance. If a Holder elects to require any part of its Outstanding Balance to be repaid from the proceeds of a Financing, it can elect to receive up to 33.33% of the aggregate proceeds of such Financing. In January 2026, pursuant to the Exchange Agreements, the Subscription Agreement Loan balances along with applicable interest were converted into 645,755 shares of ordinary stock of the Company after giving effects to the 1-for-40 reverse stock split. **2024 Stock Incentive Plan and Approval of Equity Award Agreements** On January 8, 2026, the Board of Directors (the Board) of the Company confirmed certain terms of the 2024 Stock Incentive Plan (the Plan), which was approved by the Companys stockholders at an extraordinary general meeting of stockholders held on February 4, 2025, by determining the share limit numbers of 4,890,000 to be included in the Plan in accordance with the terms of the Plan and the Proxy Statement for the Meeting (the Proxy Statement). The Plan permits the Company to grant various incentive awards to eligible employees, directors, and consultants, with the goal of attracting, retaining and motivating persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and to align their interests and efforts to the long-term interests of the Companys stockholders. On January 8, 2026, the Board also approved and adopted forms of award agreements with respect to grants of restricted stock units(RSUs) and stock options (Options) under the Plan, to be used for grants of equity awards to the Companys executive officers, directors and other employees (the Award Agreements). Each RSU represents the right to receive a share (a Share) of the Companys common stock, par value $0.0001 per share (the Common Stock), upon the RSU becoming vested, subject to continued employment through the applicable vesting date. Each Option represents the right to purchase a Share at a predetermined exercise price, subject to continued employment through the applicable vesting date. | F-32 | | **January 2026 Securities Purchase Agreement** On January 26, 2026, 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 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 Companys 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 Companys common stock as incentive shares. **Conversions of Notes and Share Issuances** As disclosed in Note 7, the company converted the remaining $163,817 of convertible notes into 48,755 common stock in January 2026. The Company issued the additional 6,066 true up commitment fee shares to Arena in January 2026 (See Note 9). **Series A Preferred Stock** 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. The Certificate of Designation sets forth the rights, preferences and limitations of the shares of Preferred Stock. Terms not otherwise defined in this item shall have the meanings given in the Certificate of Designation. The following is a summary of the terms of the Preferred Stock: *Conversion.* Pursuant to the Certificate of Designation, each share of Preferred Stock, subject to the Stockholder Approval (as defined in the Certificate of Designation), is convertible at the option of the holder into shares of common stock at a conversion price equal to 80% of the lowest closing price of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation) for each of the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of Designation (the Conversion Price). The floor price is equal to 20% of the Minimum Price (as such term is defined by the rules and regulations of the Nasdaq Stock Market LLC, Rule 5635(d)(1)(A)) (or such lower amount as permitted, from time to time, by the Principal Market (the Floor Price). The number of shares of common stock issuable upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price. The shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% (the Maximum Percentage) of the shares of common stock that would be issued and outstanding following such conversion. An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of common stock issued or issuable upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Companys common stock unless and until the Company has obtained the shareholder approval required by Nasdaq Listing Rule 5636(d). *Ranking.* The Series A shall rank (i) senior to all of the common stock; (ii) senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series A (Junior Securities); (iii) on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Preferred Stock (Parity Securities); and (iv) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms senior to any Series A (Senior Securities), in each case, as to dividends or distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily. Subject to any superior liquidation rights of the holders of any Senior Securities of the Corporation and the rights of the Corporations existing and future creditors, upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a Liquidation), each Holder shall be entitled to be paid out of the assets of the Corporation legally available for distribution to stockholders, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to the Stated Value for each share of Series A held by such Holder and an amount equal to any accrued and unpaid dividends thereon, and thereafter the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Series A were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of common stock. The Corporation shall mail written notice of any such Liquidation, not less than sixty (60) days prior to the payment date stated therein, to each Holder. | F-33 | | *Price Protection.* Except for any Exempt Issuance, in the event the Corporation issues or sells any securities including options or convertible securities (or amends any outstanding securities of the Company), at an effective price of, or with an exercise or conversion price of less than the conversion price, then upon such issuance or sale, the conversion price shall be reduced to the lesser of (i) the Floor Price; or (ii) the sale price or the exercise or conversion price of the securities issued or sold. In case any shares of common stock, convertible securities or options are issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction, each share of common stock underlying any such convertible securities or options shall be deemed to be one additional share of common stock for the purposes of determining the effective price of the non-Exempt Issuance. *Participation Rights.* Subject to certain terms and conditions in the Certificate of Designation, until the six (6) month anniversary of the issuance of the Series A to the Holder, upon any Subsequent Financing, the Holders of the outstanding Series A shall have the right to participate in an amount equal to an aggregate of 30% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. **February 2026 Securities Purchase Agreement** On February 6, 2026, the Company entered into a securities purchase agreement (the Securities Purchase Agreement) with certain accredited investors (the Investors), pursuant to which the Company agreed to issue and sell, in a private placement (the Offering), up to 25,000 shares (the Shares) of the Companys newly-designated Series A Convertible Preferred Stock, par value $0.0001 per share (the Preferred Stock), which Preferred Stock is convertible into shares of the Companys common stock, par value $0.0001 per share (the Common Stock) as more fully described in the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the Certificate of Designation). Pursuant to the Certificate of Designation on February 6, 2026, subject to Stockholder Approval (as defined below), each share of Preferred Stock is convertible at the option of the holder into shares of Common Stock at a conversion price equal to 80% of the lowest closing price of our Common Stock as of the closing of the Principal Market (as such term is defined in the Certificate of Designation) for each of the five (5) Trading Days (as such term is defined in the Certificate of Designation) immediately prior to the date of conversion, or other date of determination (but in no event less than the floor price), subject to certain adjustments as set forth in the Certificate of Designation (the Conversion Price). The floor price is equal to 20% of the Minimum Price (as such term is defined by the rules and regulations of The Nasdaq Stock Market LLC under Nasdaq Listing Rule 5635(d)(1)(A)) or such lower amount as permitted, from time to time, by the Principal Market (the Floor Price). The number of shares of Common Stock issuable upon conversion of a share of Preferred Stock shall be determined by dividing (x) the stated value of the Preferred Stock to be converted by (y) the Conversion Price. The shares of Preferred Stock will be convertible immediately upon issuance, at the option of the holder, at the Conversion Price, subject to a conversion cap that limits the conversion of the Preferred Stock such that an Investor may not beneficially own more than 4.99% of the shares of Common Stock that would be issued and outstanding following such conversion (the Maximum Percentage). An Investor may decrease or increase the Maximum Percentage by written notice to the Company from time to time to any other percentage not in excess of 9.99%, provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, provided further that a holder shall not convert any Preferred Stock to the extent that, after giving effect to such conversion, the aggregate number of shares of Common Stock issued or issuable upon conversion of the Preferred Stock would exceed 19.99% of the issued and outstanding shares of the Companys Common Stock unless and until the Company has obtained the shareholder approval required by Nasdaq Listing 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 and other estimated offering expenses payable by the Company. RBW Capital Partners, LLC acted as placement agent for the Offering. As compensation in connection with the Offering, the Company paid the placement agent a placement agent fee equal to $900,000. The initial closing of the issuance of Preferred Stock occurred on or February 6, 2025 (the Initial Closing). At the Initial Closing, the Company issued 13,750 Shares of Preferred Stock for aggregate gross proceeds of $11,000,000, which included $943,801 of debt that converted into Preferred Shares on the same terms. Subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, a second closing may take place, pursuant to which the Company may issue up to 12,500 additional Shares of Preferred Stock for aggregate proceeds not to exceed $10,000,000 (the Second Closing). The Second Closing is contingent on the effectiveness of the registration statement to register the shares of Common Stock issuable upon conversion of the Shares and receipt of Shareholder Approval. In connection with the Offering, the Company will file a proxy statement with the United States Securities and Exchange Commission (the Commission) seeking the approval of its stockholders for (i) the transactions contemplated by the Securities Purchase Agreement, (ii) the issuance of the Preferred Stock and the Common Stock issuable upon the conversion of the Preferred Stock, (iii) a reverse stock split of the Companys Common Stock at a range of one for five (1-for-5) to a maximum of one for five hundred (1-for-500) shares, whether effected in a single transaction or in multiple transactions, and all related amendments to the Companys certificate of incorporation, and (iv) an amendment to the Companys certificate of incorporation to effect an increase in the Companys authorized shares to the extent required to issue the securities. Pursuant to the Securities Purchase Agreement, the Company shall file the proxy statement within ten (10) business days after the initial closing. In addition, the Company and each Investor entered into a registration rights agreement (the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, within fifteen (15) days following the Initial Closing, the Company shall file a resale registration statement on Form S-1 (or Form S-3 if the Company is S-3 eligible) providing for the resale by the Investors of the Registrable Securities (as defined in the Registration Rights Agreement) and to use its best efforts to cause such resale registration statement to be declared effective by the staff of the Commission within forty five (45) days following the Initial Closing, or within sixty five (65) days in the event of a review by the Commission. Pursuant to the Securities Purchase Agreement, the Investors have the right to appoint one (1) director to our Board of Directors. The Securities Purchase Agreement and Registration Rights Agreement contain certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Securities Purchase Agreement and Registration Rights Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement and Registration Rights Agreement and may be subject to limitations agreed upon by the contracting parties. The Company filed the registration statement to issue the shares on February 17, 2026. On February 24, 2026, the SEC notified the Company in writing that there will be no review of the registration statement. The effectiveness of the registration statement is dependent on the filing of this Form 10-K and shareholders approval. **Nasdaq Compliance** On February 18, 2026, the Company was notified that it had regained compliance with Listing Rule 5450(b)(2)(A), the MVLS Rule, and is in full compliance with the terms set forth in the Panels (Panel) decision dated December 11, 2025. | F-34 | |