Attached files
| file | filename |
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| EX-99.3 - EX-99.3 - Aspira Women's Health Inc. | awh-20201112xex99_3.htm |
| EX-99.2 - EX-99.2 - Aspira Women's Health Inc. | awh-20201112xex99_2.htm |
| EX-99.1 - EX-99.1 - Aspira Women's Health Inc. | awh-20201112xex99_1.htm |
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): November 9, 2020
Aspira Women’s Health Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-34810 |
33-0595156 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas |
78738 |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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 2.02Results of Operations and Financial Condition.
On November 12, 2020, Aspira Women’s Health Inc. (the “Company”) issued a press release reporting financial results for the three and nine months ended September 30, 2020. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information provided in Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), regardless of any incorporation by reference language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On November 9, 2020, the board of directors (the “Board”) of the Company appointed Sandra Brooks, M.D. as a director, effective immediately, filling a vacant seat on the Board. Dr. Brooks will serve as a director until the Company’s 2021 annual meeting of stockholders. Dr. Brooks has not yet been appointed to any committees of the Board. The Board has determined that Dr. Brooks meets the independence requirements of the Nasdaq listing standards and applicable Securities and Exchange Commission regulations.
There are no arrangements or understandings between Dr. Brooks and any other person pursuant to which she was appointed to the Board. Dr. Brooks 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.
Dr. Brooks 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 will serve on the Board.
Item 7.01Regulation FD Disclosure.
On November 9, 2020, the Company issued a press release to announce Dr. Brooks’ appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.2.
On November 10, 2020, the Company issued a press release to announce the appointment of five new members to its executive leadership team. A copy of the press release is attached hereto as Exhibit 99.3.
The information provided in Item 7.01, including Exhibit 99.2 and Exhibit 99.3 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
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.
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ASPIRA WOMEN’S HEALTH INC. |
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Date: November 12, 2020 |
By: |
/s/ Robert Beechey |
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Robert Beechey |
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Chief Financial Officer |