8-K

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 17, 2021

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 Three, 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	The Nasdaq Stock Exchange

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.

On February 17, 2020, the board of directors (the “Board”) of Aspira Women’s Health Inc. (the “Company”) appointed Nicole Sandford as a director, effective immediately, filling a vacant seat on the Board. Ms. Sandford will serve as a director until the Company’s 2021 annual meeting of stockholders. Ms. Sandford was also appointed to the Audit Committee of the Board.  The Board has determined that Ms. Sandford meets the independence requirements of the Nasdaq listing standards and applicable Securities and Exchange Commission (“SEC”) regulations, as well as the additional independence and financial literacy requirements for service on the Audit Committee of the Board.

There are no arrangements or understandings between Ms. Sandford and any other person pursuant to which she was appointed to the Board. Ms. Sandford does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S‐K.

Ms. Sandford will receive non-employee director compensation as disclosed in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders filed with the SEC on April 27, 2020, pro-rated for the portion of the year she serves on the Board.

Item 7.01 Regulation FD Disclosure.

On February 22, 2021, the Company issued a press release to announce Ms. Sandford’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)

ExhibitDescription

No.

99.1Press Release issued by Aspira Women’s Health Inc. on February 22, 2021

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 22, 2021	By:	/s/ Robert Beechey
		Robert Beechey
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Aspira Women’s Health Inc.

Appoints Nicole Sandford to its Board of Directors

AUSTIN, Texas — February 22, 2021 — Aspira Women’s Health Inc. (Nasdaq: AWH), a bioanalytical-based women’s health company, today announced the appointment of Ms. Nicole Sandford to its Board of Directors.

“I am very pleased to warmly welcome Nicole to our Board of Directors. She brings to us strong regulatory leadership skills as well as a deep understanding of financial reporting and corporate governance that will be invaluable to us as we grow and take the company to new heights,” said Valerie Palmieri, President and CEO of Aspira Women's Health Inc.

Ms. Nicole Sandford noted, “I am thrilled to join this dynamic Board of accomplished leaders. I look forward to utilizing my skills and experience to help grow the company and achieve its mission to transform women’s health, starting with ovarian cancer.”

About Ms. Nicole Sandford, CPA

Ms. Nicole Sandford, CPA, is a seasoned professional and qualified audit committee financial expert with extensive experience advising boards and senior executives in their most challenging times. She served global accounting and consulting firm Deloitte from 1993 to 2020, most recently as the national managing partner for its Regulatory and Operational Risk practice. As one of Deloitte’s most knowledgeable experts in corporate governance, Nicole wrote Deloitte’s response to the governance aspects of the Sarbanes-Oxley Act and was the architect of its award-winning Center for Board Effectiveness. She also served as the audit partner for complex public companies in a variety of industries.

In 2020, Nicole joined Ellig Group as its Executive Vice President and Global Board Services Leader. In this role, she advises boards and senior executives on matters related to governance,

particularly those related to board composition, competency and diversity. Nicole is a frequent speaker on governance, risk and culture, as well as leading practices for boards and board committees. Nicole has received numerous awards including Millstein Center’s “Rising Stars of Corporate Governance” and The International Alliance for Women’s “World of Vision” Award.

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Exhibit 99.1

Nicole is also the Chair of Girl Scouts of Connecticut, director of the Stamford Public Education Foundation and Emeritus Member of the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware. She has served on the board of the Society for

Corporate Governance and The Global Partnership for Afghanistan. Nicole is passionate about

helping people with cancer as a volunteer driver for the American Cancer Society’s “Road to

Recovery” program and as the patient advocate/representative on the Greenwich Hospital

Breast Center Accreditation Leadership Committee.

About Aspira Women’s Health Inc.

Aspira Women’s Health Inc. (formerly known as Vermillion, Inc., Nasdaq: VRML) is transforming women’s health with the discovery, development, and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management, and improve gynecologic health outcomes for women.  Aspira Women’s Health is particularly focused on closing the ethnic disparity gap in ovarian cancer risk assessment and developing solutions for pelvic diseases such as pelvic mass risk assessment and endometriosis. OVA1® plus includes our FDA-cleared products, OVA1® and OVERA®, to detect risk of ovarian malignancy in women with adnexal masses. ASPIRA GenetiXTM testing offers both targeted and more comprehensive genetic testing options with a gynecologic focus.  With over 10 years of expertise in ovarian cancer risk assessment, Aspira Women’s Health is delivering a portfolio of pelvic mass products over a patient’s lifetime with our cutting-edge research. The next generation of products in development are OVASightTM and EndoCheckTM. Visit our website for more information at www.aspirawh.com.

Investor Relations Contact:

Ashley R. Robinson

LifeSci Advisors, LLC

Tel 617-430-7577

Arr@lifesciadvisors.com

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