UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 5, 2025, Aspira Women’s Health, Inc. (the “Company”) entered into a 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, which are convertible into units consisting of one share of common stock and 2.25 warrants (the “Warrants”), will be senior, secured obligations of the Company. Interest will accrue and be payable on a quarterly basis in kind at the applicable federal rate (currently 3.34%). The Convertible Notes will mature on March 6, 2030, unless earlier converted in accordance with the terms of the Convertible Notes, and the conversion price of the Convertible Notes is $0.25 per unit. In addition, the Company shall have the option to convert the Convertible Notes into units at the Conversion Price if the sum of the gross proceeds from the sale of the Convertible Notes and the gross proceeds from the sale of any shares of common stock and warrants by the Company subsequent to the Private Placement equals or exceeds $4 million.
The Warrants are exercisable for five years at $0.25 per share for the first 24 months after issuance, and $0.50 per share thereafter.
In addition, the Company granted the Purchasers of the Convertible Notes certain customary registration rights with respect to the shares of common stock and shares of common stock underlying the Warrants.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K Is hereby incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On March 11, 2025, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 4.1 | Form of Senior Convertible Note | |
| 4.2 | Form of Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release dated March 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the 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 11, 2025 | By: | /s/ Mike Buhle |
| | Mike Buhle | |
| | Chief Executive Officer | |