Aspira Women’s Health raises $2.95M in private deal

Aspira Women’s Health Inc. entered into securities purchase agreements for a private placement of 6,550,000 shares of common stock and accompanying warrants to purchase up to 4,912,500 additional shares.

Rhea-AI Filing Summary

Aspira Women’s Health Inc. entered into securities purchase agreements for a private placement of 6,550,000 shares of common stock and accompanying warrants to purchase up to 4,912,500 additional shares. The securities were sold at $0.45 per share of common stock plus accompanying warrant.

The warrants are exercisable immediately at $0.75 per share and have a five-year term from issuance. The transaction closed on September 17, 2025, generating approximately $2.95 million in gross proceeds, which the company plans to use for working capital and general corporate purposes.

Insights

Equity Capital Markets Analyst

Small private placement raises cash but adds equity overhang.

Aspira Women’s Health Inc. completed a private placement of 6,550,000 common shares with warrants for up to 4,912,500 additional shares at $0.45 per share plus warrant. This structure combines immediate equity issuance with potential future dilution if warrants are exercised at $0.75.

Gross proceeds of about $2.95 million provide additional liquidity for working capital and general corporate purposes, which can be important for smaller issuers trading on the OTC QB Market. Actual impact on ownership depends on how many warrants are ultimately exercised.

The warrants’ five-year term and immediate exercisability create a multi-year potential supply of new shares. Future filings may detail how this capital deployment affects operating performance and whether any subsequent registration of the underlying shares changes trading dynamics.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What financing transaction did Aspira Women’s Health Inc. (AWHL) announce in this 8-K?

Aspira Women’s Health Inc. completed a private placement of common stock and warrants. The company issued 6,550,000 common shares with accompanying warrants and structured the deal with institutional and accredited investors to raise additional capital for its operations.

How much capital did Aspira Women’s Health (AWHL) raise in the private placement?

Aspira raised gross proceeds of approximately $2.95 million from the private placement. This cash inflow is earmarked for working capital and general corporate purposes, supporting the company’s ongoing business activities and providing additional financial flexibility.

What are the key terms of the warrants issued by Aspira Women’s Health (AWHL)?

The company issued common warrants to purchase up to 4,912,500 shares of common stock. These warrants are exercisable immediately at an exercise price of $0.75 per share and have a five-year term from the date of issuance, creating multi-year potential share issuance.

At what price did Aspira Women’s Health (AWHL) sell the shares in the private placement?

The shares were sold at a purchase price of $0.45 per share of common stock together with accompanying warrants. This combined price reflects the cost to investors for each share plus the associated warrant as part of the private placement structure.

How does Aspira Women’s Health (AWHL) plan to use the private placement proceeds?

Aspira intends to use the net proceeds from the private placement for working capital and general corporate purposes. This typically includes funding day-to-day operations, supporting growth initiatives, and maintaining liquidity for general business needs.

Did Aspira Women’s Health (AWHL) grant registration rights on the new securities?

Yes. Aspira granted customary registration rights to the purchasers for the shares of common stock and the shares underlying the common warrants. These rights typically allow investors to have their securities registered for potential resale in the future.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/18/2025 - 09:00 AM Learn about SEC filing dates

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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)

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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

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