ASPIRE BIOPHARMA ANNOUNCES $21 MILLION PRIVATE PLACEMENT BY SELECT INVESTORS, STRENGTHENING BALANCE SHEET, CAPITAL POSITION, AND FORTIFYING SHAREHOLDER EQUITY TO MEET NASDAQ[...]

ASPIRE BIOPHARMA ANNOUNCES $21 MILLION PRIVATE PLACEMENT BY SELECT INVESTORS, STRENGTHENING BALANCE SHEET, CAPITAL POSITION, AND FORTIFYING SHAREHOLDER EQUITY TO MEET NASDAQ REQUIREMENTS

ESTERO, FL / February 11, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) ("Aspire" or the "Company"), a biopharmaceutical company developing multi-faceted patent-pending drug delivery technology, today announced that it has entered into a securities purchase agreement on February 6, 2026 (the "Securities Purchase Agreement") with select institutional and accredited investors (collectively, the "Investors") for the purchase and sale of up to 26,250 shares of Series A Convertible Preferred Stock (each, a "Preferred Share" and collectively, the "Preferred Shares"), at a purchase price of $800 per Preferred Share. The Preferred Shares are convertible into shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), representing aggregate gross proceeds to the Company of up to $21.0 million, before deducting placement agent fees and other offering expenses (the "Offering").

Concurrently with the execution of the Securities Purchase Agreement, the Company completed the initial closing (the "Initial Closing") of the Offering on February 6, 2026, issuing an aggregate of 13,750 Preferred Shares for gross proceeds of $11.0 million, before deducting placement agent fees and other offering expenses and amounts used for the repayment of certain legacy indebtedness. In accordance with the Securities Purchase Agreement, a portion of the proceeds from the initial closing will be used to support the Company's legacy business operations, fund strategic initiatives and pay offering-related expenses. The second closing of the Offering is expected to occur at a later date and remains subject to the satisfaction of customary closing conditions and the other conditions set forth in the Securities Purchase Agreement, which has been filed with the Securities and Exchange Commission (the "SEC'). Additional information regarding the Offering is available in the Company's Current Report on Form 8-K filed on February 11, 2026 with the SEC.

The Offering is expected to enable the Company to regain compliance with Nasdaq's stockholders' equity listing requirements, representing an important milestone in the Company's ongoing balance sheet restructuring and positioning the Company to support the continued development of its patent-pending drug delivery technologies.

Following the Initial Closing, the Company expects to significantly reduce its outstanding indebtedness and further strengthen its balance sheet, enhancing financial flexibility and providing additional resources to advance its clinical and development initiatives while supporting long-term shareholder value.

RBW Capital Partners LLC, whose securities and brokerage services are offered through Dawson James Securities, Inc., acted as sole placement agent for the private placement.

The securities being offered and sold by the Company in the Offering have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares issuable upon the conversion of the Preferred Shares.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Aspire Biopharma Holdings, Inc.

Aspire Biopharma has developed a patent-pending sublingual delivery technology that can deliver drugs to the body rapidly and precisely. This technology offers the potential to improve effectiveness and reduce side effects by going directly to the bloodstream and avoiding the gastrointestinal tract. Aspire Biopharma's delivery technology can be applied to many different active pharmaceutical ingredients (APIs) and other bioactive substances, spanning both small and large molecule therapeutics, nutraceuticals and supplements.

For more information, please visit www.aspirebiolabs.com

Aspire Biopharma Holdings, Inc.

Contact

PCG Advisory
Kevin McGrath
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[email protected]