Aspira Women's Health Files 8-K with Material Agreement

TL;DR

Aspira Women's Health signed a big deal, sold some stock, and filed financials. Details TBD.

AI Summary

On July 31, 2024, Aspira Women's Health Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity, potentially involving new financing, partnerships, or strategic changes that could impact the company's future operations and stock value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Aspira Women's Health Inc. (company) — Registrant
• July 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AWH The Nasdaq Stock Mark
• $1.25 — Warrant at a reduced exercise price of $1.25 per share (reduced from $4.13 per share
• $4.13 — price of $1.25 per share (reduced from $4.13 per share for the August 2022 Warrant a
• $2.14 million — roceeds to the Company of approximately $2.14 million. As an inducement to such exercise, the
• $1 — of Common Stock at an exercise price of $1.36, immediately exercisable upon issuan
• $150,000 — visory Agreement, A.G.P. will receive a $150,000 cash fee. Additionally, the Company agr

Filing Documents

• awh-20240731.htm (8-K) — 56KB
• awh-ex4_1.htm (EX-4.1) — 171KB
• awh-ex10_1.htm (EX-10.1) — 113KB
• awh-ex99_1.htm (EX-99.1) — 65KB
• img245972787_0.jpg (GRAPHIC) — 12KB
• 0000950170-24-088246.txt ( ) — 593KB
• awh-20240731.xsd (EX-101.SCH) — 25KB
• awh-20240731_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 31, 2024, Aspira Women's Health Inc. (the "Company") entered into a warrant inducement agreement (the " Warrant Inducement Agreement ") with the holder (the "Holder") of (i) a warrant to purchase 311,111 shares of common stock of the Company "the "Common Stock") dated August 22, 2022 (the "August 2022 Warrant") and (ii) a warrant to purchase 1,400,000 shares of Common Stock dated January 26, 2024 (the "January 2024 Warrant") pursuant to which the Holder agreed to exercise in cash the August 2022 Warrant and the January 2024 Warrant at a reduced exercise price of $1.25 per share (reduced from $4.13 per share for the August 2022 Warrant and $4.13 for the January 2024 Warrant), for gross proceeds to the Company of approximately $2.14 million. As an inducement to such exercise, the Company agreed to issue to the Holder unregistered warrants (the " New Warrants ") to purchase up to 2,566,667 shares of Common Stock at an exercise price of $1.36, immediately exercisable upon issuance, for a term of five years. The shares of Common Stock issuable upon exercise of the August 2022 Warrant are registered pursuant to the Company's Registration Statement on Form S-3 (File No. 333-252267), which was filed with the Securities and Exchange Commission (the " SEC ") on January 20, 2021 and declared effective by the SEC on January 28, 2021, and prospectus supplement related thereto. The shares of Common Stock issuable upon exercise of the January 2024 Warrant are registered pursuant to the Company's Registration Statement on Form S-1 (File No. 333-278543), which was filed with the Securities and Exchange Commission (the " SEC ") on April 5, 2024 and declared effective by the SEC on April 11, 2024. Notwithstanding the foregoing, in the event that a warrant exercise would cause the Holder to exceed the beneficial ownership limitation set forth in the New Warrants, the Company shall only issue such number of shares that

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information in Item 1.01 above is incorporated herein by reference. The New Warrants described in Item 1.01 above will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (" Securities Act ") and, along with the shares of Common Stock issuable upon the exercise thereof, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 4.1 Form of Warrant 10.1 Form of Warrant Inducement Agreement 99.1 Financial Advisory Agreement, dated July 31, 2024, by and between Aspira Women's Health Inc. and A.G.P./Alliance Global Partners. 104 Cover Page Interactive Data File (embedded within the 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: July 31, 2024 By: /s/ Nicole Sandford Nicole Sandford Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR