false 0000926617 0000926617 2025-02-11 2025-02-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 11, 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

 

 

 

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On June 30, 2024, Aspira Women’s Health Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain existing accredited shareholders and Company insiders for the issuance and sale in a private placement (the “Private Placement”) of (i) 1,264,739 shares of the Company’s common stock (the “Common Stock”) and (ii) warrants (the “Common Warrants”) to purchase up to 1,264,739 shares of the Company’s Common Stock, at a purchase price of $1.53 per share of Common Stock and accompanying warrants.

 

On February 11, 2025, the Company received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) that based on the closing bid price per share immediately preceding entering into a binding agreement to issue the securities for the Private Placement of $1.47 per share plus $0.125 attributable to the value of the warrants, the market value of the transaction for purposes of Listing Rule 5625(c) was $1.595. Since the shares and warrants sold in the private placement were issued below the market value, and the Company failed to obtain shareholder approval, the Company violated Listing Rule 5635(c). Accordingly, this matter served as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

 

Subsequently, on February 11, 2025, the Company completed amendments to the warrants prohibiting exercise until shareholder approval has been obtained. As a result, Staff has determined that the Company has regained compliance with Listing Rule 5635(c) and subject to the disclosure requirements below, this matter is now closed.

 

There can be no assurance that the Company will be successful in maintaining its listing of its common stock on the Nasdaq Capital Market.

 

 

 

 

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: February 14, 2025 By: /s/ Mike Buhle
    Mike Buhle
    Chief Executive Officer

 

 

v3.25.0.1
Cover
Feb. 11, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 11, 2025
Entity File Number 001-34810
Entity Registrant Name Aspira Women’s Health Inc.
Entity Central Index Key 0000926617
Entity Tax Identification Number 33-0595156
Entity Incorporation, State or Country Code DE
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
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol AWH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Aspira Womans Health (NASDAQ:AWH)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Aspira Womans Health Charts.
Aspira Womans Health (NASDAQ:AWH)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Aspira Womans Health Charts.