Aspira Women's Health Reports Material Agreements, Equity Sales

TL;DR

**Aspira Women's Health just made big moves with new agreements and equity sales, watch for impact on share value.**

AI Summary

Aspira Women's Health Inc. filed an 8-K on January 25, 2024, reporting a material definitive agreement, results of operations, unregistered sales of equity, and modifications to security holders' rights, with the earliest event reported on January 24, 2024. This filing indicates significant corporate actions, including potential capital raises and changes to shareholder rights, which could impact the stock's valuation and future performance. Investors should pay close attention to the details of these agreements and sales, as they often signal strategic shifts or financial needs that can affect stock price.

Why It Matters

This filing signals significant corporate activity, including potential dilution from equity sales and changes to shareholder rights, which could directly impact the value of existing shares.

Risk Assessment

Risk Level: medium — The filing indicates unregistered sales of equity securities and material modifications to rights of security holders, which can introduce dilution and alter investor control.

Analyst Insight

A smart investor would closely monitor subsequent filings for specific details on the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to assess potential dilution and the company's financial health before making investment decisions.

Key Players & Entities

• Aspira Women's Health Inc. (company) — registrant filing the 8-K
• 001-34810 (other) — Commission File Number
• 33-0595156 (other) — IRS Employer Identification No.
• January 24, 2024 (date) — Date of earliest event reported
• January 25, 2024 (date) — Filed as of date

Forward-Looking Statements

• Aspira Women's Health Inc. will experience increased trading volume due to investor reaction to the reported equity sales and modifications to security holder rights. (Aspira Women's Health Inc.) — medium confidence, target: 2024-02-25
• The company may announce further details regarding the 'Material Definitive Agreement' within the next quarter, clarifying its financial implications. (Aspira Women's Health Inc.) — medium confidence, target: 2024-04-24

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share AWH Nasdaq Capital Market
• $3.50 — tain Purchasers at an offering price of $3.50 per share and accompanying Purchase War
• $4.255 — to Ms. Sandford at an offering price of $4.255 per share and accompanying Purchase War
• $4.13 — q Capital Market on January 24, 2024 of $4.13 per share plus $0.125 per Purchase Warr
• $0.125 — anuary 24, 2024 of $4.13 per share plus $0.125 per Purchase Warrant. The purchase pric
• $0.00001 — Warrant is sold in this Offering, minus $0.00001. The gross proceeds to the Company from
• $5.5 m — fering are expected to be approximately $5.5 million, before deducting placement agent
• $4.00 — nvestors will have an exercise price of $4.00 per share and the Purchase Warrants to
• $13.20 — 366,664 shares at an exercise price of $13.20 per share and a termination date of Aug
• $2.6 million — port that the Company had approximately $2.6 million in cash and cash equivalents, excluding
• $0.3 million — uivalents, excluding restricted cash of $0.3 million as of December 31, 2023. The Company ha
• $0.88 — tion 2(b) of each Original Warrant from $0.88 (which had automatically adjusted to $1

Filing Documents

• d699303d8k.htm (8-K) — 40KB
• d699303dex11.htm (EX-1.1) — 39KB
• d699303dex41.htm (EX-4.1) — 80KB
• d699303dex42.htm (EX-4.2) — 84KB
• d699303dex43.htm (EX-4.3) — 8KB
• d699303dex51.htm (EX-5.1) — 14KB
• d699303dex101.htm (EX-10.1) — 209KB
• g699303g0125141403439.jpg (GRAPHIC) — 2KB
• 0001193125-24-015576.txt ( ) — 732KB
• awh-20240124.xsd (EX-101.SCH) — 3KB
• awh-20240124_lab.xml (EX-101.LAB) — 18KB
• awh-20240124_pre.xml (EX-101.PRE) — 11KB
• d699303d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On January 24, 2024, Aspira Women's Health Inc. (the "Company" or "Aspira") entered into a placement agency agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners ("AGP") and a securities purchase agreement (the "Securities Purchase Agreement," and together with the Placement Agency Agreement, the "Agreements") with a single healthcare focused institutional investor alongside participation from Nicole Sandford, CEO of Aspira, as well as certain existing shareholders of the Company (collectively, the "Purchasers"), relating to the issuance and sale of 1,371,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and pre-funded warrants to purchase 200,000 shares of Common Stock (the "Pre-Funded Warrants"), in a registered direct offering, together with accompanying warrants to purchase 1,571,000 shares of Common Stock (the "Purchase Warrants", and together with the Pre-Funded Warrants, the "Warrants") in a concurrent private placement (the "Concurrent Private Offering" and together with the registered direct offering, the "Offering"). Pursuant to the Securities Purchase Agreement, the Company will issue 1,368,600 shares of common stock to certain Purchasers at an offering price of $3.50 per share and accompanying Purchase Warrant, and 2,400 shares of common stock to Ms. Sandford at an offering price of $4.255 per share and accompanying Purchase Warrant, which was the consolidated closing bid price of our common stock on The Nasdaq Capital Market on January 24, 2024 of $4.13 per share plus $0.125 per Purchase Warrant. The purchase price of each Pre-Funded Warrant is equal to the combined purchase price at which a share of Common Stock and the accompanying Purchase Warrant is sold in this Offering, minus $0.00001. The gross proceeds to the Company from the Offering are expected to be approximately $5.5 million, before de

02

Item 2.02 Results of Operations and Financial Condition. Based upon preliminary estimates and information available to the Company as of the date of this filing, the Company expects to report that the Company had approximately $2.6 million in cash and cash equivalents, excluding restricted cash of $0.3 million as of December 31, 2023. The Company has not yet completed its financial close process for the quarter and year ended December 31, 2023. This estimate of the Company's cash and cash equivalents as of December 31, 2023 is preliminary, unaudited and is subject to change upon completion of the Company's financial statement closing procedures and the audit of the Company's consolidated financial statements. The information furnished under this Item 2.02 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Concurrent Private Offering is hereby incorporated by reference into this Item 3.02. The offer and sale of the securities to be issued in the concurrent private placement have not been registered under the Securities Act and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

03

Item 3.03 Material Modification to Rights of Security Holders The Company entered into Amendments to Common Stock Purchase Warrants with certain institutional investors and accredited investors (collectively, the "Specified Investors") to amend those certain Common Stock Purchase Warrants, each dated as of August 24, 2022 (collectively, the "Original Warrants"), issued by the Company to the Specified Investors, respectively, to amend (i) the exercise price under Section 2(b) of each Original Warrant from $0.88 (which had automatically adjusted to $13.20 as a result of the Company's 1-15 reverse stock split as of May 11, 2023 (the "Reverse Split")) to $4.00 per share and (ii) to extend the termination date from August 25, 2027 to January 26, 2029. The Original Warrants were issued to the Specified Investors to purchase an aggregate of 5,499,999 shares of Common Stock, which had automatically adjusted to 366,664 shares of common stock as a result of the Reverse Split. The foregoing description of the Amendments to Common Stock Purchase Warrants is qualified in its entirety by reference to the Form of Warrant Amendment to Common Stock Purchase Warrant, which is attached as Exhibit 4.3 hereto and incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 Placement Agency Agreement dated January 24, 2024, by and between Aspira Women's Health Inc. and A.G.P./Alliance Global Partners 4.1 Form of Pre-Funded Warrant to Purchase Common Stock 4.2 Form of Warrant to Purchase Common Stock 4.3 Form of Warrant Amendment to Common Stock Purchase Warrant 5.1 Opinion of Cooley LLP 10.1 Form of Securities Purchase Agreement, dated January 24, 2024, by and between Aspira Women's Health Inc. and the purchasers party thereto 23.1 Consent of Cooley LLP (contained in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Aspira Women's Health Inc. Date: January 25, 2024 By: /s/ Nicole Sandford Nicole Sandford Chief Executive Officer, President and Director

View Full Filing

View this 8-K filing on SEC EDGAR