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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 16, 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
(Former Name or Former Address, if Changed Since
Last Report)
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 |
|
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
1.01 Entry into a Material Definitive Agreement
On
September 16, 2025, Aspira Women’s Healthcare Inc. (the “Company”) entered into securities purchase agreements
(the “Purchase Agreement”) with accredited and institutional investors (“the “Purchasers”) for the issuance
and sale in a private placement (the “Private Placement”) of (i) 6,550,000 shares (the “Shares”) of the
Company’s common stock, par value $0.001 (the “Common Stock”) and (ii) warrants (the “Common Warrants”)
to purchase up to 4,912,500 shares of the Company’s Common Stock, at a purchase price of $0.45 per share of Common
Stock and accompanying warrants.
The
Common Warrants are exercisable immediately upon issuance at an exercise price of $0.75 per share and have a term of exercise
equal to five years from the date of issuance.
The
closing of the Private Placement occurred on September 17, 2025. The gross proceeds to the Company from the Private Placement
were approximately $2.95 million, before deducting estimated offering expenses payable by the Company. The Company intends to
use the net proceeds received from the Private Placement for working capital and general corporate purposes.
The
Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement and the Common Warrants do not purport to be
complete and are qualified in their entirety by the full text of the form of Purchase Agreement and the form of the Common Warrant, which
are attached hereto as Exhibits 10.1 and 4.1, respectively.
In
addition, the Company granted the Purchasers of the Shares and Common Warrants customary registration rights with respect to the shares
of common stock and shares of common stock underlying the Common Warrants.
Item
3.02 Unregistered Sales of Equity Securities.
The
information in Item 1.01 regarding the issuance of the shares of Common Stock is hereby incorporated herein by reference.
Item
8.01 Other Events.
On
September 18, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Common Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 99.1 |
|
Press Release dated September 18, 2025 |
| 104 |
|
Cover
Page Interactive Data File (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 18, 2025 |
By: |
/s/
Michael Buhle |
| |
|
Michael Buhle, Chief
Executive Officer |
