Aspire Biopharma Holdings, Inc.
Business
Aspire Biopharma Holdings, Inc. develops and commercializes novel sublingual drug delivery technologies and associated product candidates. The company’s main products and candidates include a high-dose sublingual aspirin formulation, sublingual melatonin, vitamins (D, E, K), testosterone and semaglutide formulations, and consumer-focused caffeine supplements and nutraceuticals. Aspire operates through research and development of formulation technology, management of intellectual property and patent applications, and third-party contract manufacturing and fill-and-finish arrangements, with licensing and collaboration activities as part of its business model. The company focuses on the U.S. market with a hospital and specialty channel emphasis and intends to use third-party distributors and licensing arrangements for markets outside the United States.
Summary from filing dated 2025-04-07
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Net revenue | 6,202 | — | — | — | — | |
| Cost of revenue | 6,318 | — | — | — | — | |
| Gross margin | −116 | — | — | — | — | |
| General and administrative (including stock-based compensation of $14.1 million and $0, respectively) | 18 | 940,421 | 1 | 976,345 | 25,475 | |
| Research and development | 923,914 | 144,356 | — | — | — | |
| Sales and marketing | 789,829 | 126,094 | — | — | — | |
| Total operating expenses | 19 | 1 | −1 | −976,345 | −25,475 | |
| Loss from operations | −19 | −1 | — | — | — | |
| Interest expense | −9 | −97,988 | — | — | — | |
| Change in fair value of liabilities | 4 | — | — | — | — | |
| Initial recognition of forward purchase liability | −95,062 | — | — | — | — | |
| Loss on extinguishment of debt | −364,109 | — | — | — | — | |
| Total other expense, net | −5 | −97,988 | 6 | 4 | — | |
| Loss before provision for income taxes | −24 | −1 | — | — | — | |
| Income tax expense | — | −1,013 | — | — | — | |
| Net loss | −24 | −1 | 4 | 3 | −25,475 | |
| Weighted average shares outstanding of Common Stock, basic | 1 | 689,913 | — | — | — | |
| Weighted average shares outstanding of Common Stock, diluted | 1 | 689,913 | — | — | — | |
| Earnings Per Share, Diluted | −16.38 | −1.9 | — | — | — |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2025 2025-02-28 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 |
|---|---|---|---|---|---|---|
| Cash | 1 | — | 3,633 | — | 497,259 | |
| Prepaid expenses and other current assets | 55,102 | — | 144,356 | 81,223 | 600,493 | |
| Inventories | 253,160 | — | — | — | — | |
| Total current assets | 1 | — | 147,989 | 81,223 | 1 | |
| TOTAL ASSETS | 1 | — | 147,989 | 20 | 300 | |
| Accounts payable | 1 | — | 310,219 | — | — | |
| Accrued expenses | 1 | — | — | — | — | |
| Other current liabilities | — | 353,679 | 111,026 | 238,939 | 122,689 | |
| Derivative liability | 40,954 | — | — | — | — | |
| Subscription agreement loans | 2 | — | — | — | — | |
| Convertible note | 1 | — | — | — | — | |
| Total current liabilities | 8 | — | 2 | 403,328 | 303,323 | |
| Forward purchase agreement liability | 95,662 | — | — | — | — | |
| TOTAL LIABILITIES | 8 | — | 2 | 403,328 | 11 | |
| COMMITMENTS AND CONTINGENCIES (Note 9) | — | — | — | — | — | |
| Preferred Stock; $0.0001 par value, 10,000,000 shares authorized, none issued or outstanding | — | — | — | — | — | |
| Common stock; $0.0001 par value; 490,000,000 shares authorized; 3,533,408 and 690,044 issued and outstanding at December 31, 2025 and 2024, respectively | 353 | — | 69 | — | — | |
| Additional paid-in capital | 21 | — | 1 | 11 | — | |
| Accumulated deficit | −27 | — | −3 | −11 | −10 | |
| TOTAL STOCKHOLDERS DEFICIT | −6 | — | −2 | −487,861 | −10 | |
| TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | 1 | — | 147,989 | 20 | 300 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Amortization of debt discount | 8 | — | — | — | — | |
| Initial recognition of forward purchase agreement liability | 95,062 | — | — | — | — | |
| Issuance of commitment shares under ELOC agreement | 275,000 | — | — | — | — | |
| Stock-based compensation | 14 | — | — | — | — | |
| Prepaid expenses and other current assets | 174,254 | −109,356 | — | — | — | |
| Inventories | −253,160 | — | — | — | — | |
| Accounts payable | −323,776 | 247,846 | — | — | — | |
| Accrued expenses | 1 | — | — | — | — | |
| Due to related party | — | 906,196 | — | — | — | |
| Other current liabilities | −111,026 | — | — | — | — | |
| NET CASH FLOWS USED IN OPERATING ACTIVITIES | −5 | −265,186 | −653,107 | −1 | −238,596 | |
| Issuance of common stock | — | 257,645 | — | — | — | |
| Proceeds from recapitalization | 265,827 | — | — | — | — | |
| Proceeds from issuance of convertible notes | 10 | — | — | — | — | |
| Repayment of convertible notes | −3 | — | — | — | — | |
| Transaction costs paid in connection with convertible notes | −907,499 | — | — | — | — | |
| Proceeds from notes payable - related party | 50,000 | — | — | — | — | |
| Repayment of notes payable related party | −701,924 | — | — | — | — | |
| NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 6 | 257,645 | −285 | 297 | 238,596 | |
| NET CHANGE IN CASH | 1 | −7,541 | −497,259 | 497,259 | — | |
| Accounts payable and other liabilities combined, net | 5 | — | — | — | — | |
| Shares issued pursuant to settlement agreement | 317,250 | — | — | — | — | |
| Issuance of shares in reverse recapitalization | 5 | — | — | — | — | |
| Conversion of warrants | 14 | — | — | — | — | |
| Conversion of convertible notes | 10 | — | — | — | — | |
| Issuance of shares under working capital loans and non redemption agreements | 14 | — | — | — | — | |
| Cash paid for interest | 44,388 | — | — | — | — |