Did Aspira (AWHL) grant registration rights related to the new securities?

Yes. Aspira granted customary registration rights to the purchasers for both the shares of common stock and the shares issuable upon exercise of the common warrants. These rights are intended to allow future resales of the securities once registered under applicable securities laws.

Aspira Women’s Health $1.485M private placement

Aspira Women’s Health Inc. entered into securities purchase agreements for a private placement of equity and warrants with accredited and institutional investors.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Aspira Women’s Health Inc. entered into securities purchase agreements for a private placement of equity and warrants with accredited and institutional investors. The company issued 3,300,000 shares of common stock and common warrants to purchase up to 4,455,000 additional shares at $0.45 per share and accompanying warrant.

The common warrants are exercisable immediately at $0.75 per share and have a three-year term. The private placement closed on June 5, 2026 and generated approximately $1.485 million in gross proceeds, which the company plans to use for working capital and general corporate purposes. Purchasers received customary registration rights for the shares and warrant shares.

Insights

Aspira raises $1.485M via discounted equity and warrant financing.

Aspira Women’s Health Inc. completed a private placement of 3,300,000 common shares plus common warrants for up to 4,455,000 shares at $0.45 per share and accompanying warrant, with warrants exercisable at $0.75 for three years.

This structure brings in immediate gross proceeds of about $1.485 million while creating additional potential equity through warrant exercises. The agreement includes an anti-dilutive provision and customary registration rights for the shares and underlying warrant shares, which may facilitate eventual resale into the market.

The financing increases liquidity for working capital and general corporate purposes but also introduces future equity overhang tied to the warrants and anti-dilution terms. Subsequent disclosures may clarify how these features interact with the company’s capital structure over the three-year warrant term.

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, or exhibit attachments filed with this report.

Key Figures

Shares issued: 3,300,000 shares Warrants issued: 4,455,000 warrants Purchase price: $0.45 per share +4 more

7 metrics

Shares issued 3,300,000 shares Common stock sold in private placement

Warrants issued 4,455,000 warrants Common warrants to purchase common stock

Purchase price $0.45 per share Price per share of common stock and accompanying warrants

Warrant exercise price $0.75 per share Exercise price of common warrants

Gross proceeds $1.485 million Proceeds from private placement before expenses

Warrant term Three years Term of exercise from date of issuance

Item referenced Item 1.01 and Item 3.02 Entry into material agreement and unregistered sales

Key Terms

Private Placement, Common Warrants, anti-dilutive provision, registration rights, +1 more

5 terms

Private Placement financial

"for the issuance and sale in a private placement (the “Private Placement”) of (i) 3,300,000 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Common Warrants financial

"and (ii) warrants (the “Common Warrants”) to purchase up to 4,455,000 shares"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

anti-dilutive provision financial

"conditions to closing and termination provisions, as well as an anti-dilutive provision."

registration rights regulatory

"the Company granted the Purchasers of the Shares and Common Warrants customary registration rights"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

accredited and institutional investors financial

"entered into securities purchase agreements ... with accredited and institutional investors"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Aspira Women’s Health Inc. disclosed a private placement of common stock and warrants. The deal includes 3,300,000 shares and common warrants for up to 4,455,000 shares, providing about $1.485 million in gross proceeds for working capital and general corporate purposes.

How many shares and warrants did Aspira (AWHL) issue in the private placement?

Aspira issued 3,300,000 shares of common stock and common warrants to purchase up to 4,455,000 additional shares. The securities were sold together at a purchase price of $0.45 per share of common stock and accompanying warrants to accredited and institutional investors.

What are the key terms of Aspira (AWHL) common warrants in this transaction?

The common warrants are exercisable immediately at an exercise price of $0.75 per share and have a three-year term from issuance. They were issued alongside the common shares in the private placement and are subject to customary registration rights granted to the purchasers.

How much capital did Aspira Women’s Health (AWHL) raise and how will it be used?

Aspira raised approximately $1.485 million in gross proceeds from the private placement. The company states that it intends to use the net proceeds primarily for working capital and general corporate purposes, after deducting estimated offering expenses payable by the company.

What agreements govern Aspira’s private placement of shares and warrants?

The transaction is governed by securities purchase agreements that include customary representations, warranties, conditions and an anti-dilutive provision. The company also issued a form of common warrant. These documents are filed as Exhibits 10.1 and 4.1, respectively, to the report.

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

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Accepted by SEC EDGAR 06/09/2026 - 07:48 AM EDT

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): June 5, 2026

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 QX 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 June 5, 2026, 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) 3,300,000 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 4,455,000 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 three years from the date of issuance.

The closing of the Private Placement occurred on June 5, 2026. The gross proceeds to the Company from the Private Placement were approximately $1.485 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, as well as an anti-dilutive provision. 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 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description
4.1		Form of Common Warrant
10.1		Form of 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: June 9, 2026


	ASPIRA WOMEN’S HEALTH INC.

	By:	/s/ John Strahley
	Name:	John Strahley
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 346.3 KB

Aspira Women’s Health $1.485M private placement

Rhea-AI Filing Summary