Schuler Amends Aspira Women's Health Stake

TL;DR

Schuler updated his Aspira Women's Health filing, watch for changes.

AI Summary

Jack W. Schuler, through an amendment filed on July 11, 2024, has updated his beneficial ownership of Aspira Women's Health Inc. common stock. The filing indicates a change in the reporting person's holdings, though specific new dollar amounts or exact share counts are not detailed in this amendment. The event triggering this filing occurred on July 9, 2024.

Why It Matters

This amendment signals a potential shift in a significant shareholder's position in Aspira Women's Health, which could influence market perception and stock movement.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate changes in a significant investor's strategy or holdings, which can introduce volatility.

Key Players & Entities

• Jack W. Schuler (person) — Reporting Person
• Aspira Women's Health Inc. (company) — Subject Company
• 0000908834-24-000177 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securitie
• $1.53 — e 6,536 Shares, for a purchase price of $1.53 per Share and accompanying July 2024 Wa
• $10,000 — lting in an aggregate purchase price of $10,000. Mr. Schuler acquired such Shares and J
• $2.25 — se 6,536 Shares at an exercise price of $2.25 per Share, subject to standard adjustme

Filing Documents

• awh_13da.htm (SC 13D/A) — 64KB
• 0000908834-24-000177.txt ( ) — 66KB

. Source and Amount of Funds or Other Consideration

Item 3 . Source and Amount of Funds or Other Consideration This Amendment hereby amends and supplements Item 3 of the Prior Schedule 13D by adding the following thereto: "The disclosure set forth in Item 5 below is incorporated by reference in this Item 3. All purchases of Issuer securities by Mr. Schuler have been made using his personal funds."

. Purpose of Transaction

Item 4 . Purpose of Transaction This Amendment hereby amends and supplements Item 4 of the Prior Schedule 13D by adding the following thereto: "The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4. On July 9, 2024, Mr. Schuler purchased from the Issuer 6,536 Shares and July 2024 Warrants to purchase 6,536 Shares, in each case pursuant to the July 2024 Purchase Agreement (as defined and further described in Item 6 below)."

. Interest in Securities of the Issuer

Item 5 . Interest in Securities of the Issuer This Amendment hereby amends and restates Item 5 of the Prior Schedule 13D in its entirety as follows: " Mr. Schuler (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for Mr. Schuler is incorporated herein by reference. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 12,449,512 Shares outstanding as of May 10, 2024, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2024, as adjusted and approximated for the July 2024 Private Placement. The Reporting Persons calculate that there are 13,698,041 Shares outstanding as so adjusted and approximated. (c) On July 9, 2024, Mr. Schuler purchased from the Issuer 6,536 Shares and accompanying July 2024 Warrants to purchase 6,536 Shares, for a purchase price of $1.53 per Share and accompanying July 2024 Warrant, resulting in an aggregate purchase price of $10,000. Mr. Schuler acquired such Shares and July 2024 Warrants from the Issuer in the July 2024 Private Placement. Other than the foregoing, Mr. Schuler has not effected any transactions in the Shares during the 60 days prior to the date hereof. (d) The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by it and the Shares that it has the right to acquire upon the exercise of 2022 Warrants and January 2024 Warrants. Mr. Schuler is the sole trustee of the Trust. (e) Not applicable. The Trust (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for the Trust is incorporated herein by reference. (c) None. (d) The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by it and the Shares that it has the right to acquire upon the exercise of 2022 Warrants and January 2024 War

. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 . Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer This Amendment hereby amends and supplements Item 6 of the Prior Schedule 13D by adding the following thereto: "The disclosure set forth in Items 4 and 5 above is hereby incorporated by reference in this Item 6. July 2024 Purchase Agreement On July 9, 2024, Mr. Schuler purchased from the Issuer 6,536 Shares and July 2024 Warrants to purchase 6,536 Shares in the July 2024 Private Placement. Such purchases were effected pursuant to a Securities Purchase Agreement, dated as of June 30, 2024 (the " July 2024 Purchase Agreement "), among the Issuer, Mr. Schuler, and the other purchasers party thereto. The July 2024 Purchase Agreement contained customary terms and conditions. The foregoing description of the July 2024 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form thereof filed by the Issuer as Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on July 2, 2024, which exhibit is hereby incorporated herein by reference. July 2024 Warrants Pursuant to the July 2024 Purchase Agreement, on July 9, 2024 the Issuer issued to Mr. Schuler July 2024 Warrants entitling the holder thereof to purchase 6,536 Shares at an exercise price of $2.25 per Share, subject to standard adjustments as set forth therein. The July 2024 Warrants are immediately exercisable pursuant to the terms thereof and expire on July 9, 2027. The foregoing description of the July 2024 Warrants does not purport to be complete and is qualified in its entirety by reference to the form thereof filed by the Issuer as Exhibit 4.1 to the Issuer's Form 8-K filed with the SEC on July 2, 2024, which exhibit is hereby incorporated herein by reference.

. Materials to be Filed as Exhibits

Item 7 . Materials to be Filed as Exhibits This Amendment hereby amends and supplements Item 7 of the Prior Schedule 13D by adding the following thereto: "There is filed herewith as Exhibit 14 the Form of Securities Purchase Agreement, dated as of June 30, 2024, incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on July 2, 2024. There is filed herewith as Exhibit 15 the Form of Common Stock Purchase Warrant, incorporated by reference to the copy thereof filed as Exhibit 4.1 to the Issuer's Form 8-K filed with the SEC on July 2, 2024." Page 5 of 7 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: July 11, 2024 /s/ Jack W. Schuler Jack W. Schuler Jack W. Schuler Living Trust /s/ Jack W. Schuler By Jack W. Schuler, Sole Trustee Page 6 of 7 Pages EXHIBIT INDEX 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated July 25, 2023***** 2. Securities Purchase Agreement, dated as of May 8, 2013, by and among the Issuer, Jack W. Schuler and the other purchasers named therein* 3. Stockholders Agreement, dated as of May 13, 2013, by and among the Issuer, Jack W. Schuler and the other purchasers named therein* 4. Form of 2013 Common Stock Warrant* 5. Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Issuer's Form 8-K filed with the SEC on December 24, 2014)** 6. Form of 2014 Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Form 8-K filed with the SEC on December 24, 2014)** 7. Securities Purchase Agreement, dated February 13, 2017, by and among the Issuer and the investors named therein (incorporated by reference to Exhibit 99.1 to the Issuer's Form 8-K filed with the SEC on February 17, 2017)*** 8. Form of 2017 Common Stock Warrant (incorporated by reference to Exhibit A to the Securities Purchase Agreement filed as Exhibit 7 to this Schedule 13D)*** 9. Form of Letter Agreement, by and between the Issuer, the Trust and the other investors named therein (incorporated by reference to Exhibit 4.1 to the Issuer's Form 8-K filed with the SEC on August 28, 2017)**** 10. Securities Purchase Agreement, dated July 20, 2023***** 11. Form of Securities Purchase Agreement, dated as of January 24, 2024****** 12. Form of January 2024 Common Stock Purchase Warrant****** 13. Form of Warrant Amendment to 2022 Common Stock Purchase Warrant****** 14. Form of Securities Purchase Agreemen

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