15 unchanged sentences
issued two 20% original issue discount senior secured convertible debentures (“Debentures”) in an aggregate principal amount
−Removed: of $3,750,000 million, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing
+Added: 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”),
12 unchanged sentences
subject to substantially the same closing conditions as the Closing Debentures.
−Removed: April 16, 2025, Aspire Biopharma Holdings, Inc.
−Removed: (the “Company”), received two letters from the Nasdaq Stock Exchange LLC
−Removed: (“Nasdaq”), each addressing a separate compliance deficiency under the Nasdaq Listing Rules.
−Removed: The first letter notified of
−Removed: the deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which requires a company, whose securities are listed
−Removed: on The Nasdaq Global Market under the “Market Value Standard”, to maintain a minimum Market Value of Listed Securities (an
−Removed: “MVLS”) of $50,000,000.
−Removed: The deficiency was caused by the Company’s MVLS having been below the minimum level for the
−Removed: prior 30 consecutive business days.
−Removed: Under Nasdaq Listing Rule 5810(c)(3)(C), the Company is entitled to a 180-day period, ending on October
−Removed: 13, 2025, to rectify the deficiency.
−Removed: In order to do so, the Company must achieve and maintain an MVLS of at least $50,000,000 or more
−Removed: for a minimum of 10 consecutive business days.
+Added: On April 16, 2025, Aspire Biopharma Holdings, Inc.
+Added: (the “Company”),
+Added: received two letters from The Nasdaq Stock Market LLC (“Nasdaq”), each addressing a separate compliance deficiency under the
+Added: Nasdaq Listing Rules.
+Added: The first letter notified of the deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which
+Added: requires a company, whose securities are listed on The Nasdaq Global Market under the “Market Value Standard,” to maintain
+Added: a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000.
+Added: The deficiency was caused by the Company’s MVLS
+Added: having been below the minimum level for the prior 30 consecutive business days.
+Added: Under Nasdaq Listing Rule 5810(c)(3)(C), the Company was
+Added: entitled to a 180-day period, which ended on October 13, 2025, to rectify the deficiency.
+Added: In order to do so, the Company must achieve
+Added: and maintain an MVLS of at least $50,000,000 or more for a minimum of 10 consecutive business days (Nasdaq may review for up to 20 consecutive
+Added: business days).
second letter notified of the deficiency with regard to Rule 5450(a)(1) (the “Bid Price Notice” together with the MVLS Notice,
6 unchanged sentences
Form of Debenture (incorporated by reference from Exhibit 10.40 to the Current Report 8-K filed with the SEC on February 21, 2025)
+Added: Purchase Agreement, dated November 11, 2025, between Aspire Biopharma Holdings, Inc.
+Added: and Arena Business Solutions Global SPC II, Ltd.
+Added: (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed November 14, 2025)
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
14 unchanged sentences
BIOPHARMA HOLDINGS, INC.
−Removed: August 13, 2025
+Added: November 14, 2025
Executive Officer and Chairman
Executive Officer)
−Removed: August 13, 2025
+Added: November 14, 2025
Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.