What changed in this filing

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Item 1. Business

2026-03-30 compared with 2025-04-07 · 895 added, 282 removed, 184 unchanged (86% of the section changed)

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

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.

expect to generate revenue through developing and marketing drugs and nutraceuticals using the technology for the novel sublingual

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.

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

Manufacturing

currently contract with third parties for the manufacture of our product candidates for preclinical studies and clinical trials 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.

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.

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to oversee our relationships with contract manufacturers.

have entered into a development and manufacturing agreement with a contract manufacturer, Glatt, in the fourth quarter of 2024 to

produce 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

While we believe that Glatt is capable of producing the drug product to support our aspirin product development plan,

including our planned clinical trials, we believe there are a number of alternative third-party manufacturers that have similar

capabilities and would be capable of providing sufficient quantities of drug product for our aspirin development plan.

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

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.

plan to use 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.

An initial trial has been designed to study 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 initial trial is expected to enroll at least eight healthy adult volunteers with each dose

separated by a washout period of seven days and will provide information required to (i) select the optimal drug product formulation

and (ii) inform the design of a second clinical trial to support FDA approval.

We plan to design a second clinical trial to demonstrate

that sublingual administration of the final selected aspirin formulation 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.

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.

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

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 Aspire’s 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 Aspire’s product.

These results will be the backbone of a 505(b)(2) submission to the FDA planned for late 2026.

Commercialization

have not yet established a sales, marketing or product distribution infrastructure 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.

of Aspirin Products

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.

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.

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.

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.

also plan to build a marketing and sales management organization to create and implement marketing strategies for any products that we

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in relevant fields of medicine.

Company has developed and acquired disruptive sublingual delivery technologies that are a Novel Soluble 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 Company’s new patent pending formulation is a significant improvement on the previous

formulation which was acquired by the Company through the Instaprin Pharmaceuticals, Inc.

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

The Company’s 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).

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.

Aspire’s 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 nearly instant treatment impact and also allows high dose absorption.

Company’s 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).

the initial 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.

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.

Aspire’s 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 Company’s 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.

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.

the only drug in history to receive a certified recommendation by the FDA for heart attack, stroke and colon cancer.

Aspirin is the only drug in history to receive a certified recommendation by the FDA for heart attack, stroke and colon cancer.

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 true anti-inflammatory therapeutic effects to users providing true pain management relief to them.

Aspire plans to seek FDA 505(b)(2) Fast Track designation in 2025 for the prescription strength high dose aspirin product given the

history of safety in Q4 of 2024 of Aspirin (and over 100 years of history).

Additionally,

an 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 Company’s drug

product, claims, warnings and other issues follow the statements in the Monograph, then the product would be deemed to be “Compliant”.

Our FDA counsel has had informal communications with the FDA in 2024 regarding the possibility of Aspire selling an OTC Monograph product

but being able to drop one warning (regarding gastric issues), and those discussions will continue (a written approval of this possibility

would be the “ruling” we seek).

The Company intends to sell the aspirin product and be consistent with the Monograph.

While the OTC Monograph doesn’t 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.

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

true anti-inflammatory therapeutic effects to users providing true pain management relief to them.

Aspire plans to submit its FDA 505(b)(2)

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.

Development Status of Aspire’s Aspirin Product

cGMP batch of high-dose aspirin was manufactured by Glatt in its New Jersey facility in March 2025.

Glatt will be using this batch to

finalize the packaging and manufacturing process, and to provide the products to be used in the upcoming clinical tests which have been scheduled for April 2025.

Glatt’s scientific team will also be conducting the stability testing required by the FDA on this batch to determine product

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 Aspire’s low dose sublingual aspirin product.

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, FDA’s

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 Aspire’s pre-IND meeting with the FDA, its clinical testing, and its NDA.

plans to conduct an in vivo single-dose bioavailability study in healthy human volunteers in approximately April 2025 (“Trial

This clinical trial will evaluate 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

Aspire’s sublingual aspirin compared to standard oral aspirin.

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.

Glatt’s 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 Aspire’s low dose sublingual aspirin product.

Aspire’s new manufacturer, Microsize, is currently conducting tests, making

product improvements and preparing the high-dose product for the next clinical tests.

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, FDA’s 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 Aspire’s communication with the FDA, its clinical testing, and its NDA.

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 Aspire’s sublingual aspirin compared to standard oral aspirin.

Pharmacodynamic effect on serum thromboxane B2 (TXB2, a measure

of platelet inhibition) will be evaluated as a secondary endpoint.

Data from this bioavailability study will be used to select the

optimal pharmaceutical formulation of aspirin and to design a pivotal Trial 2 to support filing of an NDA.

Trial 1 will be 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

completion of Trial 1, Aspire plans to request a pre-IND meeting with the FDA in the second quarter of 2025 to discuss plans for continued

development of the high dose aspirin leading to submission of a section 505(b)(2) NDA.

Aspire plans to propose a second clinical trial (“Trial

2”) in approximately 24 healthy human volunteers to evaluate the pharmacodynamic effect of a single dose of Aspire’s high dose aspirin on platelet

inhibition compared to that of standard oral aspirin.

The proposed primary endpoint for Trial 2 would be time to TXB2 inhibition.

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 Aspire’s 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.

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 Aspire’s 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.

of TXB2 inhibition and pharmacokinetic parameters (Cmax, Tmax, AUC, etc.) for aspirin and/or its metabolites in plasma will be analyzed

as secondary endpoints Trial 2 will be designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect (TXB2 inhibition)

following administration of Aspire’s aspirin compared to standard oral aspirin (standard of care for treatment of suspected acute myocardial

Following completion of Trial 2, Aspire intends to submit a section 505(b)(2) NDA for Aspire’s aspirin product to the FDA seeking

approval to market the product for treatment of suspected acute myocardial infarction.

Additional clinical trials focused on differentiating

Aspire’s 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.

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 Aspire’s 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 Aspire’s aspirin product to the FDA seeking approval

to market the product for treatment of suspected acute myocardial infarction.

Additional clinical trials focused on differentiating Aspire’s

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.

Development Status of Other Products

Aspire’s scientists have developed a working formulation for a sublingually administered melatonin sleep-aid product, in 3mg, 5mg, and 10mg doses.

two months, Aspire will develop and validate the manufacturing process based on this formulation.

In May 2025, Aspire plans to

conduct a limited pharmokinetic study using at least eight volunteers, comparing to orally administered melatonin products on the market,

in order to support its claims and labeling.

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

wildly popular sleep aid and Aspire has begun exploring licensing possibilities and has also begun discussions with a manufacturing facility

in Puerto Rico.

This formulation will be patent protected in due course.

Aspire’s scientists have developed a working formulation for sublingually administered vitamins D, E and K.

In the first two quarters

of 2025, Aspire intends to develop and validate a manufacturing process and conduct a limited pharmokinetic study.

These products will

be patent protected in due course.

Testosterone :

Aspire’s scientists have developed a formulation for sublingually administered testosterone.

A patent application for the

formulation will be filed in due course.

In the third and fourth quarters of 2025, Aspire will develop and validate the

manufacturing process based on this formulation, and produce a cGMP batch for use in clinical testing and a stability study.

will conduct a Phase One clinical test in approximately the fourth quarter of 2025 for pharmokinetical validation of product

properties, using approximately eight volunteers, and to establish criteria for an NDA with the FDA.

Aspire anticipates, based on

these results, to request a pre-IND meeting with the FDA in the first quarter of 2026, followed by Phase Two clinical testing.

Aspire anticipates this testing to use approximately 32 volunteers.

Aspire intends to submit an NDA for the testosterone product

under 505(b)(2) to the FDA in the first or second quarter of 2026.

Testosterone is not a candidate for fast-track approval, so the

NDA approval process will likely take as much as three years.

Semaglutide :

Aspire’s scientists are in the final phases of developing a working formulation for a sublingual semaglutide product.

to market will be similar to that of testosterone, above, as semaglutide is not likely a candidate for fast-track approval.

Caffeine Products :

Aspire’s scientific

team has developed a working formula for a single dose sublingual pre-workout supplement as well as a single dose “coffee or soda

replacement” with health benefits.

Aspire has manufactured trial runs of this supplement and intends to do consumer and safety

testing in Q2 2025.

Aspire believes this product will be ready for launch in Q2 or Q3 2025.

Aspire’s scientists are currently considering formulations for anti-nausea products, anti-psychotic products, ED

drugs, 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.

Purchase Agreement (“APA”) with Instaprin Pharmaceuticals Inc.

March 28, 2022, Aspire closed an APA with Instaprin Pharmaceuticals Inc.

(“Instaprin Pharmaceuticals”), pursuant to which

Aspire acquired all of the intellectual property of Instaprin Pharmaceuticals including patent applications (including Patent Application

62/794141) filed with the United States Patent and Trademark Office (“USPTO”) on January 18, 2019), copyrights, trademarks

(including the “Instaprin” Trademark Serial No.

86274378 (Registration No.

4823125) filed with the USPTO on May 7, 2014)

trade secrets and proprietary information, all applications for any of the foregoing, and any license or agreements granting rights related

to the foregoing, as part of an overall settlement sanctioned by a U.S.

federal court, as described in the following paragraph (the “Settlement”).

Pharmaceuticals was a Nevada corporation, and its former CEO was the subject of a Securities and Exchange Commission (“SEC”)

complaint, filed on May 29, 2019 in federal court in the District of New Jersey (Case 2:19-cv-13024-ES-MAH).

The complaint alleged that

the former CEO falsely told investors that their money would be used to pay for the operating expenses of Instaprin Pharmaceuticals,

which was developing a revolutionary fast acting aspirin to instantly stop heart attacks and strokes.

Instead, the former CEO allegedly

used investors’ money to largely pay for personal expenses, such as a vacation, clothing, spa treatments, divorce expenses, and

on Island Raceway & Hobby, Inc., his now-defunct remote-controlled toy racecar business, which had previously operated in Lindenhurst,

On June 5, 2019, the U.S.

District Court issued a judgment against the former CEO, Instaprin Pharmaceuticals, Inc, and one

other defendant in the amount of $4,182,627.

purchase price for the Acquired Assets (as defined in the APA) was $3,628,325 plus interest thereon, to be paid to the SEC in satisfaction

of the SEC’s judgment against the 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 Buyer’s

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 Buyer’s equity to be issued to the Company’s service

providers, pursuant to a stock incentive plan to be adopted.

All equity distributions related to the APA have been made at this time.

The foregoing description of the APA is qualified in its entirety by reference to the full text of the APA.

There is no assurance that

the acquisition of Instaprin will be successful or profitable for investors.

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.

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”).

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.

Aspire’s 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

FDA approval would likely take at least 2-3 years as ED medication is not likely a candidate for fast-track/breakthrough therapy

The Company has filed for patent protection of its ED formulation in the Omnibus Patent.

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

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.

Aspire’s 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

biopharmaceutical industry is characterized by rapidly advancing technologies, intense competition and strong emphasis on proprietary

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.

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

of our competitors, either alone or with their strategic partners, have substantially greater financial, technical and human resources

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insurers or other third-party payors seeking to encourage the use of generic products.

expect that Aspire’s 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 Administration’s (the “FDA”) Approved Drug Products with Therapeutic Equivalence

Evaluations book, also known as the “Orange Book.”

expect that Aspire’s 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 Administration’s (the “FDA”) Approved Drug Products with

Therapeutic Equivalence Evaluations book, also known as the “Orange Book.”

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.

without infringing on the proprietary rights of others;

and to prevent others from infringing our proprietary or intellectual property

Our practice is to seek to protect our proprietary and intellectual property position by, among other methods, filing U.S.

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.

patents granted from national/regional phase applications of International Application No.

23 unchanged sentences

expired patent properties were intended to supplement the later-filed primary patent properties covering Aspire’s aspirin formulation

At the time of the Asset Purchase Agreement, Aspire was not aware that the patent properties had expired.

At the time of its acquisition of assets, Aspire was not aware that the patent properties had expired.

Aspire’s 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.

Registration No.

7 unchanged sentences

the “Instaprin” mark.

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.

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.

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.

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.

Aspire’s 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.

following table sets forth details of our intellectual property registrations and applications:

Schedule for Aspire Biopharma, Inc.

as of March 24, 2025

ASPIRIN FORMULATION

Intellectual Property Organization

ASPIRIN FORMULATION

PCT/US2020/013863

Intellectual Property Organization

ASPIRIN FORMULATION

PCT/US2020/014218

MUCOSAL FORMULATIONS OF ASPIRIN

as of February 17, 2026

MUCOSAL FORMULATIONS OF ALPRAZOLAM

Intellectual Property Organization

MUCOSAL FORMULATIONS OF ASPIRIN

PCT/US2024/022318

MUCOSAL FORMULATIONS OF ASPIRIN

MUCOSAL FORMULATIONS OF CLOPIDOGREL

MUCOSAL FORMULATIONS OF MECLIZINE

MUCOSAL FORMULATIONS OF ONDANSETRON

or Registration Date

also holds numerous domains, including, but not limited to, aspire-biopharma.com and aspirebiolabs.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.

CAFFEINE…ACCELERATED

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.

Regulatory Approval and Compliance

6 unchanged sentences

the expenditure of substantial time and financial resources.

Company has filed patent applications for sublingual administration of aspirin products.

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 can’t swallow

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 can’t 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 current method of

administration (oral) poses some gastric system issues.

The Company will develop a plan of action to discuss with the FDA and seek

approval for alternative administration and has retained a counsel with 30 years of experience with the FDA to assist the Company on

seeking approval for use in administrating sublingual aspiring products and counsel believes that the FDA would consider and even

welcome a filing that is sufficient to support this novel mode of administration of certain aspirin products.

Counsel has also

advised that the FDA would consider fast-track approval under 505(b)(2).

The Company has successfully accomplished the cGMP

manufactured of its high-dose aspirin product for upcoming clinical trials in support of our FDA approval process and expects to be

carrying out various clinical trials in April 2025.

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.

and Regulation of Drug Products in the United States

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testing, such as animal tests of reproductive adverse events and carcinogenicity, and long-term toxicity studies, may continue after

the IND is submitted.

the IND or NDA is submitted.

Purchase Agreement (“APA”) with Instaprin Pharmaceuticals Inc.

March 28, 2022, the Company closed on an asset purchase agreement (APA) of Instaprin Pharmaceuticals, Inc.’s (“Instaprin”),

intangible assets, inclusive of U.S.

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.

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 SEC’s 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 Company’s 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 Company’s

equity to be issued to Instaprin’s 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.

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

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.

the Closing Date, Merger Sub merged with and into Aspire Biopharma, Inc, with Aspire Biopharma, Inc being the surviving company.

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, Inc’s

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) Aspire’s Indebtedness at Closing.

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.

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 entity’s common stock, stock, and warrants, respectively.

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.

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 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.

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.

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.

There are no amounts outstanding under the Debentures.

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.

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:

Biopharma Inc’s existing stockholders will have more than 64.4% of the voting interest of New Aspire under both the no redemption

and maximum redemption scenarios;

Biopharma Inc’s senior management will comprise the senior management of New Aspire;

directors nominated by Aspire will represent the majority of the board of directors of New Aspire;

Biopharma Inc’s operations will comprise the ongoing operations of New Aspire;

Aspire will assume Aspire’s name.

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

Operations prior to the Reverse Recapitalization will be those of Aspire Biopharma, Inc.

line of credit Agreement

February 13, 2025, the Company entered into a Purchase Agreement (“ELOC Agreement”) with Arena Business Solutions Global

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”.

Purchase Agreement

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 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 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.

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.

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 Investor’s sales may not exceed 15% of the daily trading volume of the common stock on the date

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

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.

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 Purchaser’s

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.

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.

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.

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 Company’s 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).

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.

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 Company’s securities from Nasdaq.

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.

can be no assurance that the Company will be able to stay in compliance with all of the Nasdaq listing criteria.

Notices and Settlement Agreement

April 1, 2025, the Company received two default notices, first citing failure to timely file the Company’s 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 Company’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,

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.

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.

previous defaults under the Company’s 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.

connection with the Agreement, the Company agreed to issue 15,625 shares of common stock to Blackstone Capital Advisors, Inc.

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.

ELOC Agreement

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 Company’s 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.

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

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.

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 Company’s 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.

consideration for Arena’s 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 Arena’s 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”).

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.

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

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.

of Performance of the Second ELOC Agreement on our Stockholders

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.

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.

terms that are not defined herein may have meanings assigned to them in the Purchase Agreement.

January 1, 2026, the Company entered into Exchange Agreements (the “Exchange Agreements”) with certain holders of the Company’s

debt (the “Holders”) to exchange approximately $1.75 million in debt for shares (the “Exchange Shares’) of the

Company’s common stock (the “Exchange”).

The debt was incurred by the Company’s predecessor, PowerUp Acquisition

(“PowerUp”) pursuant to subscription agreements dated March 4, 2024, and May 9, 2024.

The Holders were Sponsors of

PowerUp’s initial public offering.

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 Company’s 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 Holder’s 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.

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).

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.

Stock Incentive Plan

January 8, 2026, the Company’s Board of Directors confirmed certain terms of the 2024 Stock Incentive Plan (the

“Plan”), which was approved by the Company’s 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 Company’s stockholders.

The terms of the Plan are

substantially the same as those previously disclosed in the February Proxy Statement and described therein.

of Equity Award Agreements

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 Company’s executive officers,

directors and other employees (the “Award Agreements”).

Each RSU represents the right to receive a share (a “Share”)

of the Company’s 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.

2026 Securities Purchase Agreement

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 Company’s 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.

connection with the financing the Purchasers received an aggregate of 790,000 Shares of the Company’s common stock as incentive

On February 6, 2026, the Debentures were paid in full.

Notes were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”).

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.

A Preferred Stock

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 ).

January 7, 2026, Surendra Ajjarapu notified the Board of his intention to step down from the role of Director, effective immediately.

Ajjarapu’s decision to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the

Company’s management.

February 5, 2026, Donald G.

Fell resigned from the Company’s board of directors (the “Board”).

Fell’s decision

to resign is not due to any disagreement with the Company, the Board of Directors, or any member of the Company’s management.

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.

Regulatory Approval and Compliance

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.

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 can’t 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.

and Regulation of Drug Products in the United States

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 FDA’s 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.

Studies and Investigational New Drug Application

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.

Reverse Recapitalization and Related Transactions

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.

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 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 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.

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.

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.

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

subsidiary’s obligations in respect of the Closing Debentures until the Closing Debentures are paid in full.

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 Investor’s

sales may not exceed 15% of the daily trading volume of the common stock on the date of sale.

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 Company’s obligations under the Debentures.

In addition, the Company’s 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 Company’s obligations under the Debentures.

As of the date hereof, there is no balance on the Debentures and the security interest in all of the Company’s assets has been released.

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.

August 2025 Notes were convertible (in whole or in part) at any time on or after the thirty-first (31 st ) 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 Investor’s 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.

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.

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.

repaid an aggregate of $2,120,548 under the Debentures and $508,397 under the Blackstone Note.

A Preferred Stock

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.

following is a summary of the terms of the Preferred Stock:

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.

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.

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 Company’s Common Stock unless and until the Company has obtained the shareholder

approval required by Nasdaq Listing Rule 5636(d).

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 Corporation’s 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.

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

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

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

2026 Securities Purchase Agreement

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 Company’s 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 Company’s 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”).

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.

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 Company’s Common Stock unless and until the Company has obtained

the shareholder approval required by Nasdaq Listing Rule 5636(d) (“Shareholder Approval”).

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.

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.

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

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 Company’s 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 Company’s certificate of

incorporation, and (iv) an amendment to the Company’s certificate of incorporation to effect an increase in the Company’s

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.

management team and board consist of experienced deal makers, entrepreneurs, executives and investors.

44 unchanged sentences

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 $1.07 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

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

15 unchanged sentences

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

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.

For additional information about us, our business, and our brand, please visit our website at https://aspirebiolabs.com/.

additional information about us, our business, and our brand, please visit our website at https://aspirebiolabs.com/ and https://buzzbombcaffeine.com/.

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.

What changed 10-K

Item 1. Business