UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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The Securities Exchange Act of 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 2, 2025, the Company signed a Master Service Agreement and a Statement of Work with Brian Hungerford (together, the “Consulting Agreement”). Effective September 2, 2025, the Company’s board of directors appointed Mr. Hungerford as its Chief Financial Officer and its Principal Accounting Officer, replacing Julie Carrillo. Brian Hungerford, age 50, has over 20 years of experience in a wide range of industries. Prior to joining Aspira, Mr. Hungerford served as CFO for Kiromic Biopharma, Inc, a biopharmaceutical R&D company.
Under the Consulting Agreement, Mr. Hungerford will receive an annual salary of $300,000, payable semi-monthly, and he will be eligible for a 35% cash bonus at the discretion of management and the board of directors based on the achievement of established performance goals. Mr. Hungerford is also eligible for a stock option grant of 100,000 shares. 25% of the option will vest on September 2, 2026, and the remaining amount will vest monthly over the following 36 months.
If the Consulting Agreement is terminated without cause (as defined in the Consulting Agreement) following the date that is six (6) months following the Effective Date but before the date that is twelve (12) months following the Effective Date, and provided that he complies with certain requirements (including signing a standard separation agreement release within 60 days), under the Consulting Agreement, he will be entitled to continued payment of his base salary as then in effect for a period of three (3) months following the date of termination.
If the Consulting Agreement is terminated without cause at any time following the date that is twelve (12) months following the Effective Date, and provided that he complies with the same requirements, under the Consulting Agreement, he will be entitled to continued payment of his base salary as then in effect for a period of six (6) months following the date of termination.
Additionally, the Consulting Agreement provides that if Mr. Hungerford’s employment is terminated without cause or for good reason within the 12-month period following a change of control (as such term is defined in the Consulting Agreement), then, in addition to the benefits above, 100% of any then-unvested options to purchase Company common stock previously granted by the Company will vest upon the date of such termination (subject to earlier expiration at the end of the option’s original term).
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Hungerford and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Mr. Hungerford and any other person pursuant to which he was appointed as an officer of the Company. Mr. Hungerford does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Master Services Agreement between Aspira Women’s Health Inc. and Brian Hungerford | |
| 10.2 | Statement of Work by and between Aspira Women’s Health Inc. and Brian Hungerford | |
| 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: September 3, 2025 | By: | /s/ Michael Buhle |
| Michael Buhle | ||
| Chief Executive Officer | ||