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Item 5. Other Information

2026-05-15 compared with 2025-11-14 · 9 added, 55 removed, 23 unchanged (74% of the section changed)

OTHER INFORMATION

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

Under the ELOC Agreement, the Company has the right, but not the obligation, to direct Arena to purchase

up to $100,000,000 in shares of the Company’s common stock (the “ELOC Shares”) upon satisfaction of certain terms and

conditions contained in the ELOC Agreement, including, without limitation, an effective registration statement filed with the SEC registering

the resale of ELOC Commitment Shares (as defined below) and additional shares to be sold to Arena from time to time under the ELOC Agreement.

The term of the ELOC Agreement began on the date of execution and ends on the earlier of (i) the first day of the month following the

36-month anniversary of the execution date, (ii) the date on which the Investor shall have purchased the maximum amount of ELOC Shares,

or (iii) the effective date of any written notice of termination delivered pursuant to the terms of the ELOC Agreement.

February 17, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Cobra

Alternative Capital Strategies, LLC, a sole member entity controlled by Aspire’s former Director of Investor Relations, Lance Friedman,

which services were provided through a consulting agreement with Blackstone Capital Advisors, Inc.

that was terminated effective February

17, 2025, and Target Capital X LLC (collectively, the “Investors”).

Under the Securities Purchase Agreement, the Company

issued two 20% original issue discount senior secured convertible debentures (“Debentures”) in an aggregate principal amount

of $3,750,000, and may issue additional Debentures upon the mutual agreement of the Company and the holders of Debentures representing

at least a majority of the aggregate principal and interest owed under the outstanding Debentures (“Requisite Holders”),

under the Securities Purchase Agreement (the “Offering”).

The conversion price per share of each Debenture is equal to 92.5%

of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock during the five trading day period

ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures),

subject to adjustments related to the trading price of the Company’s common stock provided that no conversion may be at a price

per share less than the floor price of $4.00 per share.

The closing was consummated on February 20, 2025 (the “SPA Closing”)

and the Company issued to the Investors Debentures in an aggregate principal amount of $3,750,000 (the “Closing Debentures”).

The Closing Debentures were sold to the Investors for a purchase price of $3,000,000, representing an original issue discount of twenty

percent (20%).

The Company may issue additional Debentures under the terms of the Securities Purchase Agreement if the Requisite Holders

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.

On April 16, 2025, Aspire Biopharma Holdings, Inc.

(the “Company”),

received two letters from The Nasdaq Stock Market LLC (“Nasdaq”), each addressing a separate compliance deficiency under the

Nasdaq Listing Rules.

The first letter notified of the deficiency with regard to Rule 5450(b)(2)(A) (the “MVLS Notice”), which

requires a company, whose securities are listed on The Nasdaq Global Market under the “Market Value Standard,” to maintain

a minimum Market Value of Listed Securities (an “MVLS”) of $50,000,000.

The deficiency was caused by the 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 was

entitled to a 180-day period, which ended 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 review for up to 20 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.

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

During the quarter ended March 31, 2026, none of our

directors or officers adopted, modified or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as

defined in Item 408 of Regulation S-K.

Form of Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Current Report 8-K filed with the SEC on February 20, 2025)

18 unchanged sentences

Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

Filed herewith.

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

BIOPHARMA HOLDINGS, INC.

November 13, 2025

Executive Officer and Chairman

Executive Officer)

November 13, 2025

Financial Officer

Financial and Accounting Officer)

ASPIRE BIOPHARMA HOLDINGS, INC.

Chief Executive Officer and Chairman

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

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-Q

Item 5. Other Information