Aspire Biopharma Holdings (now Aspire-Lakewood Holdings) seeks Nasdaq hearing on delisting

Aspire Biopharma Holdings, Inc., now Aspire-Lakewood Holdings, Inc., said on October 17, 2025 that Nasdaq has told it the company's securities are subject to delisting. The company has asked for a hearing to contest the decision. It reported the notice in a Form 8-K. Two rules are involved, a market value requirement and a minimum bid price requirement.

What Nasdaq says the company missed

On April 16, 2025, the company received two letters from the Listing Qualifications Staff. The first concerned Nasdaq Listing Rule 5450(b)(2)(A), which requires a company listed on the Nasdaq Global Market under the Market Value Standard to keep a minimum market value of listed securities, or MVLS, of $50,000,000. The company's MVLS had been below that level for 30 consecutive trading days before the letter. It had 180 days to reach and hold at least $50,000,000 for 10 consecutive trading days.

The second concerned Rule 5450(a)(1), which requires a minimum bid price of $1.00 per share. The bid price had also been below that level for 30 consecutive trading days. Nasdaq gave the company until October 13, 2025 to regain compliance. On October 15, 2025, the Staff notified the company that it had not done so with either rule. The company says each item is an independent basis for delisting.

The hearing and what it stops

Aspire has requested a hearing before the Nasdaq Hearings Panel and paid the $20,000 fee. The filing says the request has stayed the suspension of its common stock and its publicly traded warrants while the Panel decides. At the hearing the company will present a plan to regain compliance with both rules and ask for more time. The Panel can grant an extension of up to 180 days from the date of the Staff's delisting determination.

The company says it is considering all options. It also says there is no assurance that the Panel will grant continued listing or that the company will regain compliance within any period the Panel allows. Chief Executive Officer Kraig Higginson signed the 8-K.

An early company with a going-concern warning

The company's annual report on Form 10-K, filed April 7, 2025, describes it as an early-stage biopharmaceutical company. It is a Delaware corporation formed in February 2025, and its predecessor was a privately held Puerto Rico corporation incorporated in September 2021. The financial statements in that report are those of Aspire Biopharma Holdings, Inc., formerly PowerUp Acquisition Corp., a blank-check company that combined with the business.

The auditor's report includes a section headed "Substantial Doubt about the Company's Ability to Continue as a Going Concern." It says the company's operating losses raise that doubt. Those statements show net cash used in operating activities of $11,160,534 for 2024. Investing activities provided $13,781,323, and financing activities used $2,620,789. The 10-K does not set out how long the company's cash would last.

The company says it is developing novel sublingual delivery mechanisms, starting with known drugs. Its lead product is a high-dose sublingual aspirin that the report calls "Instaprin" for ease of reference. In the fourth quarter of 2024 the company signed a development and manufacturing agreement with the contract manufacturer Glatt to make the product for clinical trials. It plans to use that drug product to support a Section 505(b)(2) New Drug Application. The report says the company has no licensing or collaboration agreements.

What the notice means for shareholders

The notice does not change trading while the hearing is pending, but it sits on top of an unapproved drug and a going-concern warning. The filing does not say how the company would raise cash or meet the MVLS and bid price tests. The annual report is also signed by Ernest J. Scheidemann as Chief Financial Officer.

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