Item 2. Unregistered Sales of Equity Securities
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Unregistered
Sales of Equity Securities
On
February 13, 2025, the Company 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 Company’s 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.
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 Aspire’s 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 Company’s 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 Company’s 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.
Use
of Proceeds
None.
Issuer
Purchases of Equity Securities
None.
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