false000092661700009266172024-05-132024-05-13

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): May 13, 2024

 

 

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



 

 

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

AWH

Nasdaq Capital 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2024, Aspira Women’s Health Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on the record date for the Annual Meeting, there were 12,344,104 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding and entitled to vote. There were 8,093,336 shares present in person or by proxy at the Annual Meeting, constituting a quorum. The final voting results were as follows:

 

Proposal 1: Election of Directors

The Company’s stockholders elected each of the Company’s six nominees for director for a one-year term expiring at the Company’s 2025 annual meeting of stockholders and until their successors are elected and qualified, as set forth below:

 

 

 

 

 



NOMINEE

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

Stefanie Cavanaugh

4,213,732

69,683

5,564

3,804,357

Celeste R. Fralick, Ph.D.

4,220,435

67,647

897

3,804,357

Jannie Herchuk

4,210,555

72,860

5,564

3,804,357

Lynn O’Connor Vos

4,215,103

72,978

898

3,804,357

Nicole Sandford

4,183,242

93,278

12,459

3,804,357

Winfred Parnell, M.D.

4,214,222

73,859

898

3,804,357

 

Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2024, as set forth below:

 

 

 

 

 

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

4,189,574

97,653

1,752

3,804,357

 

Proposal 3: Approval of an Amendment to the Aspira Women’s Health Inc. 2019 Stock Incentive Plan

The Company’s stockholders approved an amendment to the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock authorized to be granted under the 2019 Plan by 1,000,000 shares and increase the maximum number of awards that may be granted as incentive stock options under the 2019 Plan to a total of 3,000,000 shares, as set forth below:

 

 

 

 



FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

4,187,597

98,942

2,440

3,804,357

 

Proposal 4: Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of BDO USA, LLP (n/k/a BDO P.C.) as the Company’s independent registered public accounting firm for the year ending December 31, 2024, as set forth below:

 

 

 

 

 

FOR

AGAINST

ABSTENTIONS

BROKER NON-VOTES

7,992,912

88,066

12,358

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit No.

Description

104

Cover Page Interactive Data File (the cover page XBRL tags are 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: May 14, 2024

By:

/s/ Torsten Hombeck



 

Torsten Hombeck



 

Chief Financial Officer

 





 

v3.24.1.1.u2
Document and Entity Information
May 13, 2024
Cover [Abstract]  
Entity Registrant Name Aspira Women’s Health Inc.
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0000926617
Document Type 8-K
Document Period End Date May 13, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-34810
Entity Tax Identification Number 33-0595156
Entity Address, Address Line One 12117 Bee Caves Road
Entity Address, Address Line Two Building III
Entity Address, Address Line Three Suite 100
Entity Address, City or Town Austin
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78738
City Area Code (512)
Local Phone Number 519-0400
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol AWH
Entity Emerging Growth Company false
Aspira Womans Health (NASDAQ:AWH)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Aspira Womans Health Charts.
Aspira Womans Health (NASDAQ:AWH)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Aspira Womans Health Charts.