Aspire Biopharma (ASBP) plans $30M cash acquisition of Dura Driver Control Systems
Rhea-AI Filing Summary
Aspire Biopharma Holdings, Inc. entered into a definitive purchase agreement to acquire 100% of Dura Driver Control Systems for a cash purchase price of $30 million. The deal covers all equity interests in specified subsidiaries and assets that make up DCS’s driver control systems business.
The closing price will be adjusted to reflect an $800,000 credit for deferred revenue, income tax items, and indebtedness at closing. A key condition is that Sellers must deliver a PCAOB audit for 2024 and 2025 with an unqualified opinion and at least $12 million of gross profit minus capital expenditures, or Aspire can terminate after the September 10, 2026 outside date.
DCS generated more than $200 million in 2025 revenue, over $17 million in net income, and more than $22 million in Adjusted EBITDA. Either party may terminate under specified conditions, and in certain cases a one-time $3.5 million termination fee is payable. Aspire states it does not expect to raise new equity to fund the transaction.
Positive
- Acquisition of profitable target: Aspire agreed to buy Dura Driver Control Systems for $30 million in cash; DCS generated more than $200 million in 2025 revenue, over $17 million in net income and more than $22 million in Adjusted EBITDA.
- No anticipated equity issuance: Aspire states it does not anticipate procuring new equity financing to consummate the transaction, which suggests the deal is structured without immediate common-share dilution.
Negative
- Closing and audit risks: The deal depends on a clean PCAOB audit for 2024–2025 with at least $12 million of gross profit minus capital expenditures, and failures in diligence or conditions could prevent closing.
- Potential termination cost: Under specified circumstances, either side terminating the agreement triggers a $3.5 million termination fee, creating financial downside if the transaction does not complete.
Insights
Aspire signs a cash deal to buy a profitable auto supplier, with tight audit and closing conditions.
Aspire Biopharma agreed to buy Dura Driver Control Systems for $30 million in cash. DCS produced more than $200 million of revenue, over $17 million in net income and more than $22 million in Adjusted EBITDA in FY2025, indicating an established, profitable business.
The structure includes a fixed $800,000 deferred revenue credit and standard deductions for taxes and debt, aligning the final price with the acquired balance sheet. Closing is conditioned on a clean PCAOB audit for 2024–2025 showing at least $12 million of gross profit minus capital expenditures, which directly protects Aspire from weaker-than-expected underlying performance.
Termination rights are reciprocal, with a $3.5 million termination fee in specified scenarios, adding deal-certainty incentives but also financial downside if the transaction fails under certain conditions. The company indicates it does not anticipate using new equity financing, so investors will focus on future disclosures about funding mix, integration progress, and whether the transaction closes by the targeted Q3 2026 timeframe stated in the press release.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
PCAOB audit regulatory
Outside Date regulatory
termination fee financial
tier-one supplier financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On June 10, 2026, Aspire Biopharma Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with FireFish TopCo, LLC (the “Seller”, and, collectively with its Subsidiaries listed in Annex A of the Purchase Agreement, “Sellers”), pursuant to which (i) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase or cause certain of its Affiliates to purchase, all of the equity interests in certain of Seller’s subsidiaries set forth in Annex C of the Purchase Agreement (the aforementioned equity interests, collectively, the ‘Transferred Equity Interests”, and such subsidiaries, “Transferred Entities”), free and clear of all Liens, other than the Permitted Liens and in accordance with the applicable Local Transfer Documents and (ii) the Seller agreed to sell, and cause the applicable Sellers to sell, and the Company agreed to purchase, or cause certain of its affiliates to purchase, all of the assets of the other Business Entities constituting the balance of the Business.
As consideration for such purchase, the Company agreed to pay the Seller (or one or more of its designated other Sellers or Affiliates) at least two (2) Business Days prior to the date of Closing (“Closing Date”) an amount equal to: (i) $30,000,000 (the “Purchase Price”) plus (ii) $800,000 in respect of deferred revenue of the Business Entities (such $800,000 representing an agreed upon fixed credit for the deferred revenue, regardless of the actual amount of the deferred revenue), minus (iii) any Income Tax obligations of the Transferred Entities net of any Income Tax receivables, minus (iv) Indebtedness of the Transferred Entities as of the closing (such final amount, the “Closing Purchase Price”). The Purchase Price will be allocated among the Transferred Entities and/or Business Units as set forth in Exhibit B of the Purchase Agreement. To the extent relevant under applicable Tax Law, the Purchase Price associated with each Transferred Entity and/or Business Unit will be further allocated among the assets of such Transferred Entities in a manner consistent with Section 1060 of the Internal Revenue Code.
The parties made customary representations and warranties under the Purchase Agreement and agreed to customary closing conditions. Amongst other things, the Seller agreed to deliver, on or prior to the Closing Date, a PCAOB audit of the Business for the fiscal years 2024 and 2025, reflecting an unqualified audit opinion and Gross Profit minus capital expenditures of at least $12,000,000 in fiscal years 2024 and 2025; provided that, if a clean PCAOB Audit opinion satisfying the foregoing is not obtained prior to September 10, 2026 (the “Outside Date”), the Company has the right to terminate the Purchase Agreement. The parties also agreed to certain customary post-closing covenants.
The Purchase Agreement is terminable at any time prior to the Closing: (i) by mutual written agreement of the Company and the Seller; (ii) by the Company by written notice to the Seller if the Closing does not occur on or before the Outside Date, provided that the Company does not have the right to terminate the Purchase Agreement if the failure of the Company to fulfill any obligations under the Purchase Agreement is the primary cause of, or resulted in, the failure of the Closing to occur on or prior to the Outside Date; (iii) by the Seller by written notice to the Company, if the Closing does not occur on or prior to the Outside Date; (iv) by either the Company or the Seller by written notice to the other party if there is a breach by the applicable party of a representation, warranty, or covenant or agreement on the part of such party if it would cause certain conditions (as more fully and specifically described in the Purchase Agreement) not to be satisfied, provided that the notifying party does not have the right to terminate the Purchase Agreement during any such time the notifying party is in material breach of the Purchase Agreement; and (v) by either the Company or the Seller by written notice to the other party if any court of competent jurisdiction or other competent Governmental Authority issues a Governmental Order or takes any action prohibiting the transactions contemplated under the Purchase Agreement and having the effect set forth in Section 5.01(d) of the Purchase Agreement, unless the failure to consummate the Closing because of such action by a Governmental Authority is primarily due to the failure of the Company, if the Company is seeking to terminate the Purchase Agreement, or due to the failure of the Seller, if the Seller is seeking to terminate the Purchase Agreement. Subject to the terms and conditions of the Purchase Agreement, under certain specified circumstances either the Company or the Seller’s termination of the Purchase Agreement, the other party shall pay to the terminating party a one-time termination fee of $3,500,000 within three (3) Business Days after such termination, which termination fee constitutes liquidated damages under the Purchase Agreement.
The Sellers agreed to customary joint and several indemnification provisions as to the Company and its representatives and the Company agreed to customary indemnification provisions as to each Seller and its respective representatives.
Capitalized terms used herein but not otherwise defined have the meanings set forth in the Purchase Agreement. For purposes of this Current Report on Form 8-K, the following terms have the meanings set forth below:
“Business” means the business of designing, manufacturing, marketing and selling automotive systems that facilitate electronic driver control and the migration toward vehicle electrification, safety, lightweighting and sustainability, as conducted by the Transferred Entities on June 10, 2026, and in respect to (a) Automotive Czech, the business conducted by the KOP Enterprise and (b) DUS Operating Inc., the business conducted by the U.S. Enterprise.
“Business Entities” means the Transferred Entities, DUS Operating Inc. with respect to the U.S. Enterprise and Automotive Czech with respect to the KOP Enterprise.
“Business Unit” means each of the Transferred Entities and with respect to (a) DUS Operating Inc., the U.S. Enterprise and (b) Automotive Czech, the KOP Enterprise, described in Annex C of the Purchase Agreement.
“KOP Enterprise” means substantially all the assets and liabilities collectively representing an enterprise (in Czech: obchodní závod) of Automotive Czech relating to the driver control systems business unit, located in Kopřivnice, Czech Republic.
“U.S. Enterprise” means substantially all of the assets and liabilities collectively representing the driver control systems business unit of DUS Operating Systems Inc.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 12, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1* | Form of Purchase Agreement, dated June 10, 2026, by and among Aspire Biopharma Holdings, Inc. and FireFish TopCo, LLC | |
| 99.1 | Press Release dated June 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 12, 2026
| Aspire Biopharma Holdings, Inc. | ||
| By: | /s/ Kraig T. Higginson | |
| Name: | Kraig T. Higginson | |
| Title: | Chief Executive Officer and Chairman | |
Exhibit 99.1
Aspire Biopharma Announces Signing of Definitive Share Purchase Agreement to Acquire Dura Driver Control Systems, a Leading Global Automotive Supplier with a 100+ Year History and $200M+ in 2025 Revenue
| ● | Aspire to acquire 100% of DCS for a total cash purchase price of $30 million | |
| ● | Adds an established global brand with scale in the large and growing markets driven by trends in vehicle and mobility control systems | |
| ● | Acquisition significantly accelerates Aspire’s revenue, earnings growth and cash flow profile | |
| ● | Strategically diversifies the Company’s revenue streams | |
| ● | Opportunity to drive significant shareholder value creation and enhance long-term capital allocation optionality | |
| ● | The Company does not anticipate procuring any new equity financing to consummate the transaction |
ESTERO, FL / June 12, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), today announced the signing of a definitive Share Purchase Agreement (“SPA”) for the acquisition of 100% of Dura Driver Control Systems (“DCS”), a premier designer and manufacturer of automotive driver control systems with expanding industrial applications.
The proposed acquisition represents a transformative milestone for Aspire, positioning the Company to rapidly evolve into a diversified, high-revenue enterprise.
Key Transaction & Operational Pillars
| ● | Robust Financial Profile: DCS delivered more than $22M in Adjusted EBITDA on over $200M in revenue for FY2025 (unaudited). | |
| ● | Extensive Intellectual Property: DCS maintains a proprietary portfolio of over 275 distinct parts and more than 310 patents, serving more than 150 vehicle platforms across major global automotive original equipment manufacturers (OEMs). | |
| ● | Strengthened Management: The existing DCS leadership team will be bolstered by automotive operating and investment professionals from Lakewood & Company, bringing more than 200 years of collective automotive industry, OEM, tier-one supplier, and industrial sector expertise. |
“We are thrilled to welcome the DCS team into Aspire and to build a shared future that creates significant value for all our stakeholders,” said Kraig Higginson, Interim CEO and Chairperson of the Aspire Biopharma Board. “Our acquisition of DCS, an established global automotive systems manufacturer, provides Aspire with immediate, high-volume revenue-generating operations and growth capabilities. Concurrently, this strengthened financial foundation allows us to optimize our proprietary drug delivery technology and advance commercial opportunities for our innovative caffeine product portfolio.”
Transaction Details
Pursuant to the terms of the SPA, Aspire will acquire 100% of the issued and outstanding shares of DCS, and DCS will become a wholly owned subsidiary of the Company. Aspire is purchasing these shares for $30.0 million in cash. DCS CEO Hans Vorstenbosch will continue as CEO of the DCS subsidiary with the existing DCS management team under the leadership of Gregory J. Corona, the Chairman of Lakewood & Company.
DCS Financial Summary
DCS is a tier-one supplier specializing in high-growth vehicle electrification, safety, and human-machine interface (HMI) systems. For the fiscal year ended December 31, 2025 (unaudited), DCS generated revenue of more than $200 million, net income of more than $17 million and Adjusted EBITDA of more than $22 million. Adjusted EBITDA is a non-GAAP financial measure.
Non-GAAP Financial Measure Notice: DCS defines Adjusted EBITDA as earnings before interest expense, income tax, depreciation, and amortization, inclusive of specifically identified adjustments. The Company believes Adjusted EBITDA provides useful supplemental information to investors regarding DCS’s operational and financial performance. Adjusted EBITDA as presented herein may not be comparable to similarly titled measures reported by other companies.
DCS Highlights
| ● | Global Manufacturing Scale: Operates 11 global facilities strategically located across North America, Europe, and Asia. | |
| ● | Deep IP & Engineering Footprint: Supported by 310+ patents and 55 dedicated design and product engineers across two global technical centers located in close proximity to major customer hubs. | |
| ● | Blue-Chip Customer Base: A diversified portfolio of more than 50 customers, highlighted by an average relationship longevity of 28 years with its top 10 OEM clients, supporting more than 150 vehicle platforms and 250 high-volume, global vehicle models. | |
| ● | Fundamental Operations: Years of solid revenue and consistent free cash flow generation. |
Timing and Approvals
The transaction is expected to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions set forth in the definitive Share Purchase Agreement.
Advisor
RBW Capital Partners LLC is acting as exclusive financial advisor to the Company in connection with the acquisition. Any securities or brokerage services will be offered through Dawson James Securities, Inc.
About Dura Driver Control Systems
DCS is a leading designer and manufacturer of highly engineered automotive and industrial systems that facilitate electronic driver control and support the migration toward vehicle electrification, safety, lightweighting, and sustainability. DCS maintains a strong powertrain agnostic product portfolio that includes mechatronic actuators, human machine interfaces, industrial cables, and cable control systems backed by over 310 patents. The Company operates 11 manufacturing facilities globally and serves as a tier one automotive supplier to major OEMs and other industrial firms.
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
+1-646-418-7002
kevin@pcgadvisory.com
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the “safe harbor” provisions created by those laws. Aspire’s forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding our future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements represent our views as of the date of this press release and involve a number of judgments, risks and uncertainties. We anticipate that subsequent events and developments will cause our views to change. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include general market conditions, whether clinical trials demonstrate the efficacy and safety of our drug candidates to the satisfaction of regulatory authorities, or do not otherwise produce positive results which may cause us to incur additional costs or experience delays in completing, or ultimately be unable to complete the development and commercialization of our drug candidates; the clinical results for our drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; our ability to achieve commercial success for our drug candidates, if approved, our limited operating history and our ability to obtain additional funding for operations and to complete the development and commercialization of our drug candidates, and other risks and uncertainties set forth in “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. Additional risks specific to the proposed acquisition of DCS include, without limitation: the risk that the proposed transaction may not close on the terms or timeline currently contemplated, or at all; the risk that due diligence, including the audit of DCS’s financial statements under U.S. GAAP, may reveal information that adversely affects the terms or viability of the transaction; risks related to DCS’s business, including its dependence on key automotive OEM customers, exposure to cyclical conditions in the global automotive industry, potential liabilities associated with DCS’s operations and intellectual property, the ability to successfully integrate DCS’s operations following closing, and the risk that anticipated financial benefits from the acquisition may not be realized, including the risk that the business operations and strategies of DCS and Aspire may diverge. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to rely unduly upon these statements. All information in this press release is as of the date of this press release. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.
SOURCE: Aspire Biopharma Holdings, Inc.