Aspira Womens Health Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
| For the fiscal year ended December 31, 2023 or | |
| £ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|---|
| For the transition period from __________ to __________ |
| Commission file number: 001-34810 ___________________________ Aspira Women’s Health Inc.(Exact name of registrant as specified in its charter) | |
|---|---|
| Delaware | 33-0595156 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer 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
___________________________ 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 Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No T
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ No T
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes T No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer £ | Accelerated filer £ |
|---|---|
| Non-accelerated filer T | Smaller reporting company T |
| 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. £
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes¨ No T
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.£
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨ No T
The aggregate market value of voting common stock held by non-affiliates of the registrant is $17,677,058 and is based upon the last sales price as quoted on The Nasdaq Capital Market as of June 30, 2023.
As of March 28, 2024, the registrant had 12,344,104 shares of common stock, par value $0.001 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information from the registrant’s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders is incorporated by reference into Part III of this report.
ASPIRA WOMEN’S HEALTH INC.
Table of Contents
| Page No. | |||
|---|---|---|---|
| PART I | 3 | ||
| ITEM 1. | Business | 3 | |
| ITEM 1A. | Risk Factors | 20 | |
| ITEM 1B. | Unresolved Staff Comments | 35 | |
| ITEM 1C. | Cybersecurity | 35 | |
| ITEM 2. | Properties | 36 | |
| ITEM 3. | Legal Proceedings | 37 | |
| ITEM 4. | Mine Safety Disclosures | 37 | |
| PART II | 38 | ||
| ITEM 5. | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 38 | |
| ITEM 6. | [Reserved] | 38 | |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 39 | |
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 46 | |
| ITEM 8. | Consolidated Financial Statements and Supplementary Data | 46 | |
| ITEM 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 46 | |
| ITEM 9A. | Controls and Procedures | 46 | |
| ITEM 9B. | Other Information | 48 | |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 48 | |
| PART III | 49 | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 49 | |
| ITEM 11. | Executive Compensation | 49 | |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 49 | |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 49 | |
| ITEM 14. | Principal Accountant Fees and Services | 49 | |
| PART IV | 50 | ||
| ITEM 15. | Exhibits and Financial Statement Schedules | 50 | |
| SIGNATURES | F-29 | ||
The following are registered and unregistered trademarks and service marks of Aspira Women’s Health Inc.: VERMILLIONSM, Aspira Women’s Health®, OVA1®, OVERA®, ASPiRA LABS®, OvaCalc®, OVASUITESM, ASPiRA GenetiXSM, OVA1PLUS®, OVAWATCH®, EndoCheck SM, OvaInherit SM, Aspira Synergy®,, OVA360 SM, ASPIRA IVDSM, and YOUR HEALTH, OUR PASSION®.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.