Aspira Women’s Health (OTCQX: AWHL) enters $10M stock purchase deal

Rhea-AI Filing Summary

Aspira Women’s Health Inc. entered into a purchase agreement with Lincoln Park Capital Fund under which Lincoln Park committed to buy up to $10.0 million of Aspira’s common stock over up to 24 months, at Aspira’s discretion. Purchases will occur after a resale registration statement is declared effective and a final prospectus is filed.

On eligible days with a closing price above $0.10, Aspira may direct “Regular Purchases” of up to 50,000 shares, rising to 75,000 or 100,000 shares at higher price thresholds, each capped at $500,000. The purchase price is set at 95% of the lower of the sale price on the purchase date or the average of the three lowest closing prices over the prior ten business days, and may be supplemented by “Accelerated Purchases” based on trading volume.

Lincoln Park received commitment shares valued at 3.0% of the $10.0 million commitment, issued under private placement exemptions. The agreement limits Lincoln Park’s beneficial ownership to 4.99%, adjustable up to 9.99% with notice, includes no financial covenants, and generally restricts Aspira from entering other equity line arrangements during the 24‑month term.

Insights

Capital structure and financing analyst

Aspira sets up a flexible $10M equity line with defined pricing and caps.

Aspira Women’s Health established an equity purchase facility with Lincoln Park Capital for up to $10.0 million of common stock over 24 months. Aspira controls the timing and size of draws through Regular and Accelerated Purchases, while pricing is set at a 5% discount to reference market prices defined in the agreement. This structure can provide incremental access to capital when market conditions and internal needs align.

The arrangement includes several risk-mitigating features. Lincoln Park cannot force Aspira to issue shares and is subject to a beneficial ownership cap of 4.99%, which can be increased to 9.99% only with 61 days’ notice. Short sales and net short hedging positions in the stock are prohibited, and the facility lacks financial or business covenants that could restrict operations.

Initial dilution arises from commitment shares equal to 3.0% of the $10.0 million commitment, issued under Section 4(a)(2) and Rule 506(b) exemptions. Any further dilution will depend on how much of the facility Aspira chooses to use, the share price at the time of each draw, and the volume-based limits that govern Accelerated Purchases.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

Aspira Women's Health Inc.0000926617false00009266172025-12-232025-12-23

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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): December 23, 2025

ASPIRA WOMEN’S HEALTH INC.

(Exact name of registrant as specified in its charter)

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Delaware	​ ​ ​	001-34810	​ ​ ​	33-0595156
(State or other jurisdiction of	​	(Commission	​	(IRS Employer
incorporation or organization)	​	File Number)	​	Identification No.)

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12117 Bee Caves Road, Building III, Suite 100

Austin, TX 78738

(Address of principal executive office) (Zip Code)

(512) 519-0400

(Registrants’ telephone number, including area code)

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:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
Common Stock, par value $0.001	​	AWHL	​	OTC QX Market

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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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

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On December 23, 2025, Aspira Women’s Health Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase, at the Company’s direction from time to time, up to an aggregate of $10.0 million of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the terms and conditions set forth in the Purchase Agreement. In connection therewith, the Company also entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement” and, together with the Purchase Agreement, the “Agreements”), pursuant to which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale by Lincoln Park of the shares of Common Stock that have been and may be issued and sold to Lincoln Park under the Purchase Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the Registration Rights Agreement.

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Under the terms of the Purchase Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), the Company will have the right, but not the obligation, in its sole discretion to direct Lincoln Park to purchase shares of Common Stock from time to time over a period of up to 24 months, for aggregate gross proceeds to the Company of up to $10.0 million, subject to certain limitations contained in the Purchase Agreement. Lincoln Park has no right to require the Company to sell any shares of Common Stock, but Lincoln Park is obligated to make purchases of Common Stock from the Company as directed by the Company in accordance with the Purchase Agreement.

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From and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is greater than $0.10 per share, the Company may, by written notice, direct Lincoln Park to purchase up to 50,000 shares of Common Stock (a “Regular Purchase”), which amount may be increased to up to 75,000 shares if the closing sale price is not below $0.50 per share and up to 100,000 shares if the closing sale price is not below $0.75 per share, in each case subject to a maximum dollar amount of $500,000 per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 95% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten business days immediately preceding the applicable purchase date. Regular Purchases may be effected as frequently as each business day after the close of trading so that the applicable purchase price is fixed and known at the time the Company elects to sell shares to Lincoln Park.

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In addition, if the Company directs Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, the Company may also direct Lincoln Park to purchase additional shares of Common Stock in one or more accelerated purchases (each, an “Accelerated Purchase”) on the following business day. The Company may set a minimum price threshold for any Accelerated Purchase in the related notice. For any Accelerated Purchase, Lincoln Park will purchase the lesser of (i) three times the number of shares purchased in the corresponding Regular Purchase and (ii) 30% of the trading volume on the Accelerated Purchase date, at a purchase price per share equal to the lower of 95% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price for such date. Subject to satisfaction of the applicable conditions, the Company may direct multiple Accelerated Purchases in a single trading day, provided share deliveries for prior purchases have been completed.

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The Purchase Agreement contains customary terms, conditions, representations and warranties, and indemnification obligations of the parties. The Company may terminate the Purchase Agreement at any time, for any reason or no reason, upon one business day’s prior written notice to Lincoln Park, at no cost or penalty. Following the Commencement Date, upon the occurrence of specified suspension events described in the Purchase Agreement, including, among others, the unavailability of the registration statement for resales, trading suspensions, certain breaches of representations or covenants having or reasonably likely to have a material adverse effect, and certain listing or eligibility events, the Company will not be permitted to direct Lincoln Park to purchase shares until the applicable suspension event is cured or waived; provided that Lincoln Park does not have the right to terminate the Purchase Agreement as a result of any such suspension event. In addition, the Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if such shares, when aggregated with all other shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of Common Stock, which

beneficial ownership cap may be increased by Lincoln Park to up to 9.99% upon 61 days’ prior written notice to the Company.

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As consideration for Lincoln Park’s commitment to purchase shares under the Purchase Agreement, on the date of the Purchase Agreement the Company issued to Lincoln Park shares of Common Stock having an aggregate dollar value equal to 3.0% of the $10.0 million aggregate commitment (the “Commitment Shares”), with the number of Commitment Shares determined based on the average of the closing sale prices of the Common Stock for the ten consecutive business days prior to the date of the Purchase Agreement.

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Lincoln Park has agreed that it will not engage in or effect, directly or indirectly, any short sales of or hedging transactions that establish a net short position in the Common Stock at any time. The Agreements do not contain financial or business covenants, limitations on the use of proceeds or rights of first refusal or participation rights. The Purchase Agreement prohibits the Company, subject to limited exceptions, from entering into another equity line of credit or substantially similar arrangement during the 24-month term of the Purchase Agreement; however, the Company may enter into or maintain an at-the-market offering program with a registered broker-dealer.

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This report shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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The foregoing summary of the material terms of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Agreements, copies of which are attached as exhibits to this report, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants in such Agreements were made only for purposes of such Agreements and as of specific dates, were solely for the benefit of the parties to such Agreements and may be subject to limitations agreed upon by the contracting parties.

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Item 3.02. Unregistered Sales of Equity Securities

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The information contained in Item 1.01 is hereby incorporated by reference into this Item 3.02.

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In the Purchase Agreement, Lincoln Park represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933). The Commitment Shares were issued and the Purchase Shares will be issued and sold by the Company to Lincoln Park in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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Exhibit No.	​ ​ ​	Description
10.1	​	Purchase Agreement, dated December 23, 2025, by and between the Company and Lincoln Park Capital Fund, LLC.*
10.2	​	Registration Rights Agreement, dated December 23, 2025, by and between the Company and Lincoln Park Capital Fund, LLC.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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*Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

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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 thereunto duly authorized.

Dated: December 23, 2025

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	ASPIRA WOMEN’S HEALTH INC.
	By:	/s/ Michael Buhle
	Name:	Michael Buhle
	Title:	Chief Executive Officer

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FAQ

What financing agreement did Aspira Women’s Health (AWHL) enter into with Lincoln Park?

Aspira Women’s Health entered into a purchase agreement with Lincoln Park Capital Fund under which Lincoln Park committed to buy, at Aspira’s direction, up to $10.0 million of Aspira’s common stock over a period of up to 24 months, subject to specified terms and conditions.

How are share purchases from Aspira Women’s Health (AWHL) by Lincoln Park priced and sized?

On days when the closing price exceeds $0.10, Aspira may direct Regular Purchases of up to 50,000 shares, increasing to 75,000 or 100,000 shares at higher price thresholds, each capped at $500,000. The purchase price is 95% of the lower of the lowest sale price on the purchase date or the average of the three lowest closing prices over the prior ten business days, with additional Accelerated Purchases allowed based on trading volume.

What ownership limits apply to Lincoln Park under the Aspira Women’s Health (AWHL) agreement?

The purchase agreement prohibits Aspira from directing Lincoln Park to buy shares if doing so would cause Lincoln Park and its affiliates to beneficially own more than 4.99% of Aspira’s outstanding common stock. Lincoln Park may increase this cap to up to 9.99% by providing 61 days’ prior written notice.

What upfront consideration did Aspira Women’s Health (AWHL) provide to Lincoln Park?

As consideration for Lincoln Park’s commitment, Aspira issued commitment shares of common stock with an aggregate value equal to 3.0% of the $10.0 million aggregate commitment, calculated using the average closing prices over the ten consecutive business days before the agreement date.

How will the Aspira Women’s Health (AWHL) shares sold to Lincoln Park be registered and resold?

Aspira agreed to file a registration statement with the SEC covering the resale by Lincoln Park of the common shares issued and issuable under the purchase agreement, including the commitment shares, and to take actions reasonably necessary to maintain the effectiveness of that registration as provided in the registration rights agreement.

Under what securities law exemptions were Aspira Women’s Health (AWHL) commitment and purchase shares issued?

The commitment shares and any purchase shares issued to Lincoln Park were, or will be, issued in reliance on exemptions from Securities Act registration provided by Section 4(a)(2) and Rule 506(b) of Regulation D. Lincoln Park represented that it is an accredited investor under Rule 501(a)(3).