What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-05-14 compared with 2024-11-14 · 54 added, 28 removed, 18 unchanged (82% of the section changed)

OTHER INFORMATION .

During the quarter ended September 30, 2024, there was no information required to be disclosed in a report on Form 8-K which was not

disclosed in a report on Form 8-K.

During the quarter ended September 30, 2024, there were no material changes to the procedures by which stockholders may recommend nominees

to our board of directors.

During the quarter ended September 30, 2024, no officer or director adopted or terminated (1) a plan, contract, or set of instructions

intended to by covered by the 10b5-1 affirmative defense or (2) a written trading arrangement as defined in Item 408(c) of Regulation

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 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.

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.

April 16, 2025, Aspire Biopharma Holdings, Inc.

(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.

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.

Agreement and Plan of Merger, dated August 26, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on August 30, 2024).

Amendment Agreement, dated September 5, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on September 6, 2024).

Second Amendment Agreement, dated October 9, 2024, by and among PowerUp Acquisition Corp., PowerUp Merger Sub II, Inc., SRIRAMA Associates, LLC, Stephen Quesenberry, and Aspire Biopharma, Inc.

(incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on October 10, 2024).

Amended and Restated Memorandum and Articles of Association of the Company, as amended through May 22, 2024.

Promissory Note Fee Agreement by and among SRIRAMA Associates, LLC and PowerUp Acquisition Corp.

dated October 2, 2024 (incorporated by reference from Exhibit 2.1 to the Form 8-K filed by PowerUp Acquisition Corp.

on October 4, 2024).

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)

Form of Leak Out Agreement (incorporated by reference from Exhibit 10.2 to the Current Report 8-K filed with the SEC on February 20, 2025)

Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the Current Report 8-K filed with the SEC on February 21, 2025)

Form of Debenture (incorporated by reference from Exhibit 10.40 to the Current Report 8-K filed with the SEC on February 21, 2025)

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

11 unchanged sentences

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

Filed herewith.

Furnished herewith.

accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

ACQUISITION CORP.

November 14, 2024

Surendra Ajjarapu

Executive Officer

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.

Executive Officer and Chairman

Executive Officer)

November 14, 2024

Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information