공시 • Aug 16
PowerUp Acquisition Corp. announced delayed 10-Q filing On 08/15/2024, PowerUp Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Aug 01
Aspire BioPharma, Inc. signed a non-binding letter of intent to acquire PowerUp Acquisition Corp. (NasdaqGM:PWUP) in a reverse merger transaction. Aspire BioPharma, Inc. signed a non-binding letter of intent to acquire PowerUp Acquisition Corp. (NasdaqGM:PWUP) in a reverse merger transaction on July 31, 2024. The transaction is subject to various contingencies and conditions, including the Aspire Biopharma's requisite investor consents, third party consents and regulatory review, including from the Securities and Exchange Commission and a national securities exchange. Dykema Gossett, PLLC serves as legal counsel to PowerUp Acquisition Corp. Sichenzia Ross Ference Carmel LLP serves as legal counsel to Aspire BioPharma, Inc. 공시 • May 17
PowerUp Acquisition Corp. announced delayed 10-Q filing On 05/15/2024, PowerUp Acquisition Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. New Risk • Mar 13
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$322k). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (US$99.4m market cap). Board Change • Dec 31
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Independent Director Mayur Doshi is the most experienced director on the board, commencing their role in 2023. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 공시 • Dec 29
Visiox Pharmaceuticals, Inc. executed definitive agreement to acquire PowerUp Acquisition Corp. (NasdaqGM:PWUP) in a reverse merger transaction for $0.3 million. Visiox Pharmaceuticals, Inc. executed definitive agreement to acquire PowerUp Acquisition Corp. (NasdaqGM:PWUP) in a reverse merger transaction for $0.3 million on December 26, 2023. The merger would result in Visiox becoming a publicly traded company on the Nasdaq Capital Market. Upon closing, the combined company will be named Visiox Holdings, Inc. with its common stock and warrants expected to be listed on Nasdaq under the ticker symbols VSXP and VSXPW, respectively. Upon the closing of the Transaction, Visiox will continue to be led by current Chief Executive Officer, Ryan Bleeks. The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of PowerUp and Visiox of the Transaction and the other matters requiring shareholder approval; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been declared effective by the SEC; (vi) the satisfaction of the $5,000,001 minimum net tangible asset test by PowerUp; (vii) approval from Nasdaq for the listing of the shares of PowerUp’s common stock to be issued in connection with the Transaction; and (viii) reconstitution of the Post-Closing Board as contemplated under the Merger Agreement. Kate Bechen of Dykema Gossett PLLC serves as legal counsel to PowerUp Acquisition Corp. and David Mannheim of Nelson Mullins Riley & Scarborough LLP serves as legal counsel to Visiox Pharmaceuticals, Inc. New Risk • Nov 10
New major risk - Negative shareholders equity The company has negative equity. Total equity: -US$63k This is considered a major risk. Being in negative equity means that the company's liabilities exceed its assets, meaning it owes more to creditors than it has in owned assets. While this doesn't mean the company is about to collapse, in the long-term, this is unsustainable. The company may have issues meeting financial obligations, is at risk of becoming insolvent and may have difficulty raising capital, especially more debt, if needed. Currently, the following risks have been identified for the company: Major Risks Negative equity (-US$63k). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Market cap is less than US$100m (US$98.1m market cap). New Risk • Nov 03
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 9.4% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risk Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Share price has been volatile over the past 3 months (9.4% average weekly change). 공시 • May 20
PowerUp Acquisition Corp. Appoints Kyle Campbell, as Class Iii Director, Effective May 16, 2022 Effective May 16, 2022, the board of directors of PowerUp Acquisition Corp. appointed Kyle Campbell, as a Class III director of the Company. In connection with his appointment to the Board, Mr. Campbell has been appointed to the Audit Committee of the Board. Since May 2021, Mr. Campbell has served as a senior analyst at Greenhaven Road Capital.