Aspire Biopharma Holdings, Inc. Announces the Execution of Securities Purchase Agreement
NEW YORK CITY, NY / ACCESS Newswire / February 20, 2025 / Aspire Biopharma, Inc. ("Aspire" or the "Company"), a developer of a multi-faceted patent-protected disruptive drug delivery mechanism technology (Nasdaq:ASBP)(Nasdaq:ASBPW), today announced that it entered into a definitive Securities Purchase Agreement (the "Agreement") on February 19, 2025, pursuant to which the Company issued to the Buyers a senior secured convertible debenture (the "Debenture"). The Debenture is only convertible in the event of a default or at the Company's discretion. The closing of the transaction is expected to occur on February 20, 2025 (the "Closing Date"). The transaction will result in gross proceeds to the Company of $3.0 million. Proceeds from the transaction will support the Company's general working capital and operating expenses.
Kraig Higginson, Chief Executive Officer of Aspire, commented, "This senior secured convertible debenture was structured to avoid any inclusion of warrants or resets often associated with DESPAC transactions. In addition, the investors in the debenture transaction, have agreed to a volume restriction prohibiting each of them from selling more than 15% of the daily volume. We are pleased to have concluded this transaction which strengthens the Company's capital structure and improves its near- term liquidity position, enhancing our ability to continue the development of innovative and improved formulations of approved FDA drugs and nutraceuticals while maximizing long term shareholder value."
Dawson James Securities, Inc. and RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (the "Placement Agent") are acting as exclusive placement agents for the offering.
ArentFox Schiff LLP acted as legal counsel to the Placement Agent and Sichenzia Ross Ference Carmel LLP is acted as legal counsel to the Company.
About Aspire Biopharma, Inc.
Headquartered in Humacao, Puerto Rico, Aspire Biopharma has developed a disruptive technology through a Novel Soluble Formulation which addresses emergencies, drug efficacy, dosage management, and response time. For more information, please visit www.aspirebiolabs.com.
Safe Harbor Statement
Certain statements made in this communication are "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may generally be identified by the use of words such as "estimate," "projects," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "would," "should," "future," "propose," "potential," "target," "goal," "objective," "outlook" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Information concerning factors that could cause Aspire's actual results to differ materially from those contained in these forward-looking statements can be found in the Company's Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Aspire Biopharma, Inc. Contact
TraDigital IRKevin McGrath+1-646-418-7002kevin@tradigitalir.com
SOURCE: Aspire Biopharma, Inc.
View the original press release on ACCESS Newswire
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Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Amounts in thousands, except share and per share amounts) Three Months Ended April 30, 2025 2024 Revenues: Product $ 13,027 $ - Service 8,144 1,369 Generation 12,124 14,118 Advanced Technologies 4,111 6,933 Total revenues 37,406 22,420 Costs of revenues: Product 16,261 2,938 Service 9,067 1,267 Generation 18,411 21,424 Advanced Technologies 3,105 3,865 Total costs of revenues 46,844 29,494 Gross loss (9,438 ) (7,074 ) Operating expenses: Administrative and selling expenses 16,470 17,660 Research and development expenses 9,896 16,627 Restructuring 6 - Total costs and expenses 26,372 34,287 Loss from operations (35,810 ) (41,361 ) Interest expense (2,548 ) (2,275 ) Interest income 1,825 3,390 Other (expense) income, net (1,132 ) 2,590 Loss before provision for income taxes (37,665 ) (37,656 ) Provision for income taxes (84 ) - Net loss (37,749 ) (37,656 ) Net income (loss) attributable to noncontrolling interest 300 (5,516 ) Net loss attributable to FuelCell Energy, Inc. (38,049 ) (32,140 ) Series B preferred stock dividends (800 ) (800 ) Net loss attributable to common stockholders $ (38,849 ) $ (32,940 ) Loss per share basic and diluted: Net loss per share attributable to common stockholders $ (1.79 ) $ (2.18 ) Basic and diluted weighted average shares outstanding 21,740,193 15,099,482 FUELCELL ENERGY, INC. Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Amounts in thousands, except share and per share amounts) Six Months Ended April 30, 2025 2024 Revenues: Product $ 13,099 $ - Service 9,992 2,986 Generation 23,470 24,611 Advanced Technologies 9,842 11,514 Total revenues 56,403 39,111 Costs of revenues: Product 19,297 5,329 Service 10,735 3,155 Generation 33,705 42,318 Advanced Technologies 7,308 7,108 Total costs of revenues 71,045 57,910 Gross loss (14,642 ) (18,799 ) Operating expenses: Administrative and selling expenses 31,500 34,060 Research and development expenses 20,977 30,980 Restructuring 1,542 - Total costs and expenses 54,019 65,040 Loss from operations (68,661 ) (83,839 ) Interest expense (5,155 ) (4,613 ) Interest income 4,213 7,457 Other expense, net (448 ) (1,060 ) Loss before provision for income taxes (70,051 ) (82,055 ) Provision for income taxes (84 ) - Net loss (70,135 ) (82,055 ) Net loss attributable to noncontrolling interest (3,760 ) (30,122 ) Net loss attributable to FuelCell Energy, Inc. (66,375 ) (51,933 ) Series B preferred stock dividends (1,600 ) (1,600 ) Net loss attributable to common stockholders $ (67,975 ) $ (53,533 ) Loss per share basic and diluted: Net loss per share attributable to common stockholders $ (3.22 ) $ (3.55 ) Basic and diluted weighted average shares outstanding 21,110,664 15,076,778 Appendix Non-GAAP Financial Measures Financial results are presented in accordance with accounting principles generally accepted in the United States ('GAAP'). Management also uses non-GAAP measures to analyze and make operating decisions on the business. Earnings before interest, taxes, depreciation and amortization ('EBITDA') and Adjusted EBITDA are non-GAAP measures of operations and operating performance by the Company. These supplemental non-GAAP measures are provided to assist readers in assessing operating performance. Management believes EBITDA and Adjusted EBITDA are useful in assessing performance and highlighting trends on an overall basis. Management also believes these measures are used by companies in the fuel cell sector and by securities analysts and investors when comparing the results of the Company with those of other companies. EBITDA differs from the most comparable GAAP measure, net loss attributable to the Company, primarily because it does not include finance expense, income taxes and depreciation of property, plant and equipment and project assets. Adjusted EBITDA adjusts EBITDA for stock-based compensation, restructuring charges, non-cash (gain) loss on derivative instruments and other unusual items, which are considered either non-cash or non-recurring. While management believes that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these measures. The measures are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation. The Company's non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP. The following table calculates EBITDA and Adjusted EBITDA and reconciles these figures to the GAAP financial statement measure Net loss. Three Months Ended April 30, Six Months Ended April 30, (Amounts in thousands) 2025 2024 2025 2024 Net loss $ (37,749 ) $ (37,656 ) (70,135 ) (82,055 ) Depreciation and amortization (1) 10,890 9,552 20,836 18,151 Provision for income taxes 84 - 84 - Other expense (income), net (2) 1,132 (2,590 ) 448 1,060 Interest income (1,825 ) (3,390 ) (4,213 ) (7,457 ) Interest expense 2,548 2,275 5,155 4,613 EBITDA $ (24,920 ) $ (31,809 ) $ (47,825 ) $ (65,688 ) Stock-based compensation expense 4,824 3,002 6,966 5,878 Unrealized loss (gain) on natural gas contract derivative assets (3) 780 2,318 (1,066 ) 4,177 Restructuring 6 - 1,542 - Adjusted EBITDA $ (19,310 ) $ (26,489 ) $ (40,383 ) $ (55,633 )(1) Includes depreciation and amortization on our Generation portfolio of $8.7 million and $16.7 million for the three and six months ended April 30, 2025, respectively, and $7.2 million and $14.0 million for the three and six months ended April 30, 2024, respectively. (2) Other expense (income), net includes gains and losses from transactions denominated in foreign currencies, interest rate swap income earned from investments and other items incurred periodically, which are not the result of the Company's normal business operations. (3) The Company recorded a mark-to-market net loss (gain) of $0.8 million and $(1.1) million for the three and six months ended April 30, 2025, respectively, and a mark-to-market net loss of $2.3 million and $4.2 million for the three and six months ended April 30, 2024, respectively, related to natural gas purchase contracts as a result of net settling certain natural gas purchases under previous normal purchase normal sale contract designations, which resulted in a change to mark-to-market accounting. These gains and losses are classified as Generation cost of sales. 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Nurix Therapeutics to Host a Webcast Conference Call to Discuss Data from the Ongoing Phase 1 Clinical Trial of Bexobrutideg (NX-5948) Being Presented at the 30th European Hematology Association Congress (EHA2025)
SAN FRANCISCO, June 06, 2025 (GLOBE NEWSWIRE) -- Nurix Therapeutics, Inc. (Nasdaq: NRIX), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of targeted protein degradation medicines, today announced that the company will host a webcast conference call at 8:00 a.m., ET, on Thursday, June 12, 2025, to discuss new data from the ongoing Phase 1 clinical trial of bexobrutideg (NX-5948) that will be presented at the European Hematology Association Congress in Milan, Italy. Details of the webcast and conference call are as follows: Date and time: Thursday, June 12, 8:00 a.m. ET / 2:00 p.m. CEST Access details: The live webcast will be accessible on the Events page in the Investors section of the company's website. To participate in the live conference call, the dial-in number in the U.S. is 877-346-6112. For participants outside the U.S., the dial-in number is 1- 848-280-6350. A replay of the webcast and call will be archived on the Nurix website for approximately 30 days after the event. Details of the presentations at EHA2025: Title: Bexobrutideg (NX-5948), a novel Bruton's tyrosine kinase (BTK) degrader, demonstrates rapid and durable clinical responses in relapsed refractory CLL: updated findings from an ongoing Phase 1a StudyPresenting author: Talha Munir M.B. Ch.B., Ph.D., Consultant Hematologist at Leeds Teaching Hospitals NHS Trust, Deputy Chair of the United Kingdom National Cancer Research Institute CLL Study GroupSession title: Poster Session 1Session date and time: Friday, June 13 (18:30 - 19:30 CEST)Abstract ID: PF571 Title: Bexobrutideg (NX-5948), a novel Bruton's tyrosine kinase (BTK) degrader, shows high clinical activity and tolerable safety in an ongoing Phase 1a/b study in patients with Waldenström macroglobulinemiaPresenting author: Dima El-Sharkawi, M.B., B.S., M.A., Ph.D., MRCP FRCPath, Consultant Haematologist, Royal Marsden NHS Foundation Trust, Sutton, UKSession title: Poster Session 2Session date and time: Saturday, June 14 (18:30 - 19:30 CEST)Abstract ID: PS1883 About Bexobrutideg (NX-5948) Bexobrutideg is an investigational, orally bioavailable, brain penetrant, small molecule degrader of BTK. Bexobrutideg is currently being evaluated in a Phase 1 clinical trial in patients with relapsed or refractory B cell malignancies. Additional information on the ongoing clinical trial can be accessed at (NCT05131022). About Nurix Therapeutics, Inc. Nurix Therapeutics is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of targeted protein degradation medicines, the next frontier in innovative drug design aimed at improving treatment options for patients with cancer and inflammatory diseases. Nurix's wholly owned, clinical stage pipeline includes degraders of Bruton's tyrosine kinase (BTK), a B-cell signaling protein, and inhibitors of Casitas B-lineage lymphoma proto-oncogene B (CBL-B), an E3 ligase that regulates activation of multiple immune cell types including T cells and NK cells. Nurix also is advancing multiple potentially first-in-class or best-in-class degraders and degrader antibody conjugates (DACs) in its preclinical pipeline. Nurix's partnered drug discovery pipeline consists of preclinical stage degraders of IRAK4 and STAT6, as well as multiple additional programs under collaboration agreements with Gilead Sciences, Inc., Sanofi S.A. and Pfizer Inc., within which Nurix retains certain options for co-development, co-commercialization and profit sharing in the United States for multiple drug candidates. Powered by a fully AI-integrated discovery engine capable of tackling any protein class, and coupled with unparalleled ligase expertise, Nurix's dedicated team has built a formidable advantage in translating the science of targeted protein degradation into clinical advancements. Nurix aims to establish degrader-based treatments at the forefront of patient care, writing medicine's next chapter with a new script to outmatch disease. Nurix is headquartered in San Francisco, California. For additional information visit Forward-Looking Statements This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements regarding Nurix's intention to present and discuss new data from the bexobrutideg (NX-5948) clinical trial at and in connection with EHA2025, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the risks described under the heading 'Risk Factors' in Nurix's Quarterly Report on Form 10-Q for the period ended February 28, 2025, and subsequent filings with the SEC. Any of these risks and uncertainties could materially and adversely affect Nurix's business and results of operations, which could, in turn, have a significant and adverse impact on Nurix's stock price. Nurix cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Nurix undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events. Contacts: InvestorsKris FortnerNurix Therapeutics, Elizabeth Wolffe, Life Science Advisorslwolffe@ MediaAljanae ReynoldsWheelhouse Life Science Advisorsareynolds@ Kris FortnerNurix TherapeuticsKfortner@ in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
