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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 2, 2025
Aspira
Women’s Health Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-34810 |
|
33-0595156 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 12117
Bee Caves Road, Building III, Suite 100, Austin, Texas |
|
78738 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (512) 519-0400
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
AWHL |
|
The
OTC QB Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
September 2, 2025, the Company signed a Master Service Agreement and a Statement of Work with Brian Hungerford (together, the “Consulting
Agreement”). Effective September 2, 2025, the Company’s board of directors appointed Mr. Hungerford as its Chief Financial
Officer and its Principal Accounting Officer, replacing Julie Carrillo. Brian Hungerford, age 50, has over 20 years of experience in
a wide range of industries. Prior to joining Aspira, Mr. Hungerford served as CFO for Kiromic Biopharma, Inc, a biopharmaceutical R&D
company.
Under
the Consulting Agreement, Mr. Hungerford will receive an annual salary of $300,000, payable semi-monthly, and he will be eligible for
a 35% cash bonus at the discretion of management and the board of directors based on the achievement of established performance goals.
Mr. Hungerford is also eligible for a stock option grant of 100,000 shares. 25% of the option will vest on September 2, 2026, and the
remaining amount will vest monthly over the following 36 months.
If
the Consulting Agreement is terminated without cause (as defined in the Consulting Agreement) following the date that is six (6) months
following the Effective Date but before the date that is twelve (12) months following the Effective Date, and provided that he complies
with certain requirements (including signing a standard separation agreement release within 60 days), under the Consulting Agreement,
he will be entitled to continued payment of his base salary as then in effect for a period of three (3) months following the date of
termination.
If
the Consulting Agreement is terminated without cause at any time following the date that is twelve (12) months following the Effective
Date, and provided that he complies with the same requirements, under the Consulting Agreement, he will be entitled to continued payment
of his base salary as then in effect for a period of six (6) months following the date of termination.
Additionally,
the Consulting Agreement provides that if Mr. Hungerford’s employment is terminated without cause or for good reason within the
12-month period following a change of control (as such term is defined in the Consulting Agreement), then, in addition to the benefits
above, 100% of any then-unvested options to purchase Company common stock previously granted by the Company will vest upon the date of
such termination (subject to earlier expiration at the end of the option’s original term).
There
are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Hungerford and any of the Company’s directors
or executive officers, and there is no arrangement or understanding between Mr. Hungerford and any other person pursuant to which he
was appointed as an officer of the Company. Mr. Hungerford does not have any direct or indirect material interest in any transaction
or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Master Services Agreement between Aspira Women’s Health Inc. and Brian Hungerford |
| 10.2 |
|
Statement of Work by and between Aspira Women’s Health Inc. and Brian Hungerford |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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:
September 3, 2025 |
By:
|
/s/
Michael Buhle |
| |
|
Michael
Buhle |
| |
|
Chief
Executive Officer |
