Aspira Women’s Health (AWHL) revises investor warrants and adds board seats

Rhea-AI Filing Summary

Aspira Women’s Health Inc. entered into an amendment to its March 2025 securities purchase agreement covering a prior $1,370,000 private placement of Senior Secured Convertible Promissory Notes, all of which have now converted into units of common stock and warrants. The amendment requires Aspira to file a Form S-1 registration statement by September 30, 2025 to register the common shares and the shares underlying the warrants issued in that financing.

The amendment also grants the participating purchasers, as a group, the right to appoint up to three directors to the board until the earlier of specified time and listing milestones or until their aggregate warrant holdings fall below fifty percent. In connection with this change, Aspira issued Amended and Restated Series A Common Stock Warrants, which now have a fixed exercise price of $0.35 per share, must be exercised for cash, have their term extended to six years from issuance, and begin to be exercisable six months after the issuance date.

Insights

Equity & Governance Analyst

Amended investor deal tightens warrant terms and adds board seats.

Aspira Women’s Health Inc. previously raised $1,370,000 via Senior Secured Convertible Promissory Notes that converted into units of common stock and warrants. The new amendment focuses on how those investors’ securities are treated and how they interact with future capital markets activity, including a commitment to file a Form S-1 by September 30, 2025 to register the common shares and warrant shares from that financing.

Governance changes are notable: the purchasers, as a group, gain the right to appoint up to three directors to the board, with that right lasting until time and listing conditions are met or their aggregate warrant ownership falls below 50%. This concentrates board influence with the financing group for a defined period while tying it to ongoing economic ownership.

The warrant economics are also adjusted. The Amended and Restated Series A Warrants now carry a fixed exercise price of $0.35 per share, require cash exercise rather than cashless exercise, extend the term from five to six years from issuance, and delay initial exercisability to six months after issuance. These changes shape how and when additional equity could be issued from this financing, with actual impact depending on future share price and holder exercise decisions.

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 →

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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 19, 2025

ASPIRA WOMEN’S HEALTH INC.

(Exact name of registrant as specified in its charter)

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

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:

☐	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		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.

As previously reported, on March 5, 2025, Aspira Women’s Health Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain existing accredited shareholders (the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of an aggregate principal amount of $1,370,000 in the form of Senior Secured Convertible Promissory Notes (the “Convertible Notes”). The Convertible Notes were convertible into units (“Units”) consisting of one share of common stock, par value $0.001 per share (the “Common Stock”) and 2.25 warrants (the “Warrants”), which were exercisable for five years at $0.25 per share for the first 24 months after issuance and $0.50 per share thereafter. As of the date hereof, all of the Convertible Notes have converted into Units in accordance with their terms.

On September 19, 2025, the Company entered into an amendment to the Securities Purchase Agreement (the “Amendment”), pursuant to which, among other things, the Company and the Purchasers agreed to (i) amend the definition of “Exempt Issuance” to exclude securities issued in a firm commitment public offering or an at-the-market offering, (ii) to require the Company to file a registration statement on Form S-1 by September 30, 2025 to register the shares of Common Stock and shares of Common Stock underlying the Warrants included in the Units, and (iii) to grant Purchasers, as a group, the right to appoint an aggregate of three directors to the Company’s board of directors (the “Board”) until the earlier of (a) both (1) three years from the date of the Amendment and (2) one year after the Common Stock has been listed on a national securities exchange or (b) the date on which the Purchasers, on an aggregate basis, hold less than fifty percent (50%) of the Warrants.

Additionally, in connection with the Amendment, the Company issued Amended and Restated Series A Common Stock Warrants (the “Amended and Restated Warrants”) and which amended and restated the Warrants to provide for a fixed exercise price of $0.35 per share, eliminate the cashless exercise feature so that all exercises must be paid in cash, extend the term of the warrants from five to six years from the issuance date, and change the initial exercisability from five months to six months after the issuance date.

The foregoing description of the Amendment and the Amended and Restated Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment and the Form of Amended and Restated Warrant, which are attached hereto as Exhibit 10.1 and 4.1, respectively, and incorporate herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Amended and Restated Warrant
10.1		Form of Amendment to Securities Purchase Agreement
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 thereunto duly authorized.

Dated: September 25, 2025

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

FAQ

What agreement did Aspira Women’s Health (AWHL) amend on September 19, 2025?

On September 19, 2025, Aspira Women’s Health Inc. entered into an amendment to its March 5, 2025 securities purchase agreement related to a private placement of Senior Secured Convertible Promissory Notes that had an aggregate principal amount of $1,370,000.

What registration obligation does Aspira have under this 8-K amendment?

Under the amendment, Aspira must file a registration statement on Form S-1 by September 30, 2025 to register the shares of common stock and the shares of common stock underlying the warrants that were included in the units issued upon conversion of the notes.

How did the amendment affect board composition rights for AWHL investors?

The purchasers in the financing received the right, as a group, to appoint up to three directors to Aspira’s board of directors until the earlier of certain time and listing milestones or the date when, in the aggregate, they hold less than 50% of the warrants.

What are the new terms of Aspira’s Amended and Restated Series A Common Stock Warrants?

The Amended and Restated Series A Warrants now have a fixed exercise price of $0.35 per share, require all exercises to be paid in cash, extend the warrant term from five to six years from the issuance date, and change initial exercisability from five months to six months after the issuance date.

What securities were originally issued in Aspira’s March 2025 private placement?

In the March 5, 2025 private placement, Aspira issued Senior Secured Convertible Promissory Notes that were convertible into units consisting of one share of common stock and 2.25 warrants, with the warrants originally exercisable for five years at $0.25 per share for the first 24 months and $0.50 per share thereafter.

Are all of Aspira’s Senior Secured Convertible Promissory Notes still outstanding?

As of the date of the 8-K, all of Aspira’s Senior Secured Convertible Promissory Notes from the March 2025 financing had converted into units of common stock and warrants in accordance with their terms.