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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): February 28, 2023

Aspira Women’s Health Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34810

33-0595156

(State or other jurisdiction
‎of incorporation)

(Commission
‎File Number)

(IRS Employer
‎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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

Appointment of Chair of the Board

On February 28, 2023, the board of directors (the “Board”) of Aspira Women’s Health Inc. (the “Company”) appointed Dr. Veronica G.H. Jordan as the Chair of the Board, effective as of March 1, 2023. In conjunction with this appointment, Dr. Robert Auerbach stepped down as the Company’s Lead Independent Director, effective as of March 1, 2023.

Termination of Employment and Resignation as Executive Chair of the Board

In accordance with the terms of that certain Amended and Restated Employment Agreement effective as of March 1, 2022 between the Company and Valerie Palmieri (the “Palmieri Agreement”), Ms. Palmieri’s term as Executive Chair of the Company concluded on March 1, 2023. In addition, pursuant to the Palmieri Agreement, Ms. Palmieri resigned as a director of the Board effective as of March 1, 2023.

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:

March 3, 2023

By:

/s/ Minh Merchant

Minh Merchant

Secretary and General Counsel