Form 8-K - Current report

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): June 6, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

On June 6, 2024, Aspira Women’s Health Inc. (the “Company”) entered into a second amendment (the “Second Amendment”) to its employment agreement with Torsten Hombeck, the Company’s Chief Financial Officer. The Second Amendment is effective as of June 1, 2024.

Pursuant to the terms of the Second Amendment, Dr. Hombeck was appointed as the Company's Corporate Secretary and his annual base salary was increased to $375,000 from $325,000 as of June 1, 2024.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.	Description
10.1	Second Amendment to Employment Agreement between Aspira Women's Health Inc. and Torsten Hombeck, dated June 6, 2024
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: June 7, 2024	By:	/s/ Nicole Sandford
		Nicole Sandford
		Chief Executive Officer

EX.10.1

SECOND AMENDMENT

Employment Agreement

This SECOND AMENDMENT (the “Second Amendment”), dated as of June 5, 2024, (the “Second Amendment Date”) to the Employment Agreement (the “Employment Agreement”), dated May 16, 2023 (“Effective Date”), is made by and among Dr. Torsten Hombeck (“Executive”) and Aspira Women’s Health Inc. and is effective as of June 1, 2024, for itself and on behalf of its wholly owned affiliates (collectively “Aspira” or “Company”).

RECITALS

Aspira is dedicated to the development of novel diagnostic and bio-analytical solutions that help physicians diagnose gynecologic diseases.

Company desires to amend the Employment Agreement for Executive.

NOW, THEREFORE, in consideration of these premises and the covenants set forth below, and for good and valuable consideration, Executive and Company hereby amend the Agreements as follows:

AGREEMENT

The parties acknowledge and agree that the Employment Agreement is amended to replace the first sentence of 1.Position. with the following:

“The Company will employ Executive as its Chief Financial Officer and Corporate Secretary.”

The Agreement is further amended to replace the first sentence of Compensation

2. Base and Bonus:as follows:

The Company will pay Executive a base salary of $375,000.00 on an annualized basis, payable in accordance with the Company’s standard payroll policies, including compliance with applicable tax withholding requirements based on Executive’s state of residence.

Except as specifically amended hereby, all other terms and provisions of the Employment Agreement remain in full force and effect.

This Amendment may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of executed counterparts of this Amendment or of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Amendment, and such counterparts may be used in lieu of the original for all purposes.

[Signature page to follow]

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.

    Dr. Torsten Hombeck
 
    ASPIRA WOMEN’S HEALTH INC.

    By: _/s/ Torsten Hombeck
Name: Dr. Torsten Hombeck_
Title: _CFO___________

    By: _/s/ Nicole Sandford
Name: Nicole Sandford_
Title: _CEO___________

   

Document and Entity Information	Jun. 06, 2024
Cover [Abstract]
Entity Registrant Name	Aspira Women’s Health Inc.
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000926617
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-34810
Entity Tax Identification Number	33-0595156
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
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	AWH
Entity Emerging Growth Company	false