Aspira Women's Health Inc. Files S-1 Registration Statement

TL;DR

<b>Aspira Women's Health Inc. has filed an S-1 registration statement with the SEC, signaling potential future public offerings.</b>

AI Summary

Aspira Women's Health Inc. (AWHL) filed a IPO Registration (S-1) with the SEC on April 5, 2024. Aspira Women's Health Inc. filed an S-1 registration statement with the SEC on April 5, 2024. The company was formerly known as Vermillion, Inc., Ciphergen Biosystems Inc., and Abiotic Systems. The principal executive offices are located at 12117 Bee Caves Road, Building III, Suite 100, Austin, Texas 78738. Nicole Sandford is the Chief Executive Officer. The filing indicates the company is a non-accelerated filer and a smaller reporting company.

Why It Matters

For investors and stakeholders tracking Aspira Women's Health Inc., this filing contains several important signals. This S-1 filing is a prerequisite for offering securities to the public, indicating potential future capital raises or stock transactions for Aspira Women's Health Inc. The company's history of name changes (Vermillion, Inc., Ciphergen Biosystems Inc., Abiotic Systems) suggests a period of evolution or restructuring prior to its current iteration.

Risk Assessment

Risk Level: low — Aspira Women's Health Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a standard procedural document for companies planning to offer securities, and does not contain specific financial performance data or operational updates that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, price range, and intended use of proceeds.

Key Numbers

• 2024-04-05 — Filing Date (Date the S-1 registration statement was filed)
• 333-278543 — SEC File Number (SEC file number for the registration statement)
• 0000926617 — Central Index Key (Company's Central Index Key)
• 2835 — SIC Code (Standard Industrial Classification code for In Vitro & In Vivo Diagnostic Substances)
• 330595156 — IRS Number (Company's IRS Employer Identification Number)

Key Players & Entities

• Aspira Women's Health Inc. (company) — Registrant
• Nicole Sandford (person) — Chief Executive Officer
• Cooley LLP (company) — Legal counsel for registrant
• Josh Seidenfeld (person) — Contact at Cooley LLP
• Vermillion, Inc. (company) — Former company name
• Ciphergen Biosystems Inc (company) — Former company name
• Abiotic Systems (company) — Former company name
• Austin, Texas (location) — Principal executive offices location

FAQ

Key Dates

• 2024-04-05: S-1 Filing — Registration statement filed with the SEC.

Glossary

S-1

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies intending to offer securities to the public. (Indicates the company is preparing for a public offering of its securities.)

Non-accelerated filer

A filer that does not meet the requirements to be an accelerated filer or large accelerated filer, typically based on public float and filing history. (Suggests the company's market capitalization and trading volume are below certain thresholds.)

Smaller reporting company

A company that meets specific criteria related to public float and annual revenues, allowing for scaled disclosure requirements. (Indicates the company has lower reporting thresholds compared to larger public companies.)

Key Financial Figures

• $0.001 — ck, par value 1 Table of Contents $0.001 per share (the Private Placement). The
• $4.13 — Warrants will have an exercise price of $4.13 per share, and will be exercisable any
• $6,488,230 — exercised, we will receive proceeds of $6,488,230. We expect to use any such proceeds pri

Filing Documents

• d770856ds1.htm (S-1) — 158KB
• d770856dex51.htm (EX-5.1) — 9KB
• d770856dex231.htm (EX-23.1) — 2KB
• d770856dexfilingfees.htm (EX-FILING FEES) — 18KB
• g770856dsp20.jpg (GRAPHIC) — 4KB
• g770856g11i11.jpg (GRAPHIC) — 48KB
• 0001193125-24-088678.txt (&nbsp;) — 253KB

USE OF PROCEEDS

USE OF PROCEEDS 5 SELLING STOCKHOLDERS 6 PLAN OF DISTRIBUTION 13 EXPERTS 15 LEGAL MATTERS 15 WHERE YOU CAN FIND ADDITIONAL INFORMATION 15 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 15 We have not, and the selling stockholders have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: We have not, and the selling stockholders have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. i Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements included or incorporated by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties a

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus. We will, however, receive the net proceeds of any warrants exercised for cash.

Risk factors

Risk factors See Risk Factors on page 4 for a discussion of factors you should carefully consider before deciding to invest in our common stock. Nasdaq symbol AWH The selling stockholders named in this prospectus may offer and sell up to 1,571,000 shares of our common stock. Our common stock is currently listed on Nasdaq under the symbol AWH. Shares of our common stock that may be offered under this prospectus will be fully paid and non-assessable. We will not receive any of the proceeds of sales by the selling stockholders of any of the common stock covered by this prospectus. We will, however, receive the exercise price of $4.13 per share of any of the common warrants exercised for cash. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and resale, we are referring to the shares of common stock that are issuable upon exercise of the Purchase Warrants issued in the Private Placement as described above. When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. 3 Table of Contents

RISK FACTORS

RISK FACTORS Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the sections entitled Risk Factors in our most recent Annual Report on Form 10-K, as filed with the SEC, which are incorporated herein by reference in their entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any amendment or supplement to this prospectus or any report incorporated herein by reference. Our business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see the below section Where You Can Find Additional Information. Please also read carefully the above section Special Note Regarding Forward-Looking Statements. 4 Table of Contents

USE OF PROCEEDS

USE OF PROCEEDS We will not receive any of the proceeds from the sale or other disposition of shares of our common stock held by the selling stockholders pursuant to this prospectus. Upon any exercise of any of the Purchase Warrants for cash, the applicable selling stockholder would pay us the exercise price set forth in such warrants. The exercise price of the Purchase Warrants is $4.13 per share and, if all warrants are exercised, we will receive proceeds of $6,488,230. We expect to use any such proceeds primarily for our working capital and other corporate and operational purposes. The Purchase Warrants are only exercisable on a net exercise cashless basis if there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the shares issuable upon exercise of Purchase Warrants. If any of the Purchase Warrants are exercised on a cashless basis, we would not receive any cash payment from the applicable selling stockholder upon any such exercise. We will bear the out-of-pocket costs, expenses and fees incurred in connection with the registration of shares of our common stock to be sold by the selling stockholders pursuant to this prospectus. Other than registration expenses, the selling stockholders will bear their own broker or similar commissions payable with respect to sales of shares of our common stock. 5 Table of Contents SELLING STOCKHOLDERS The shares of common stock being offered by the selling stockholders are issuable to the selling stockholders upon exercise of the Purchase Warrants issued in the Private Placement. For additional information regarding the issuance of the shares of common stock and warrants, see the section Prospectus SummaryPrivate Placement above. We are registering the resale of shares of common stock issuable upon exercise of the Purchase Warrants in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ow

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