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Aspire Biopharma Holdings, Inc.

For the period ended Mar 31, 2026. Filed May 15, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

ASBP$8.09+19.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31.2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.001-41293

ASPIRE BIOPHARMA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware33-3467744
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

23150 Fashion Drive, Suite 232 Estero, Florida 33928

(Address of Principal Executive Offices, including zip code)

Tel: (908) 987-3002

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareASBPThe Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stockASBPWThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer☐ Accelerated filer
☒ Non-accelerated filer☒ Smaller reporting company
☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐‌

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No☒

As of May 13, 2026 there were 1,295,234 shares of Common Stock, par value $0.0001 per share and 20,198 warrants, each exercisable for one share of Common Stock issued and outstanding.

ASPIRE BIOPHARMA HOLDINGS, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

TABLE OF CONTENTS

Page
PART 1 – FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)3
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20253
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 20254
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 20255
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 20256
Notes to Condensed Consolidated Financial Statements7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30
Item 3.Quantitative and Qualitative Disclosures about Market Risk52
Item 4.Controls and Procedures52
PART II – OTHER INFORMATION
Item 1.Legal Proceedings53
Item 1A.Risk Factors53
Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities53
Item 3.Defaults Upon Senior Securities53
Item 4.Mine Safety Disclosures53
Item 5.Other Information53
Item 6.Exhibits53
SIGNATURES54
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