Aspira Women's Health Inc.

Previous wording

Our Ova1 test received FDAde novo classification in September 2009. Ova1 comprises instruments, assays, reagents, and the OvaCalc software, which includes a proprietary algorithm that produces a risk score. Our Overa test, which includes an updated version of OvaCalc, received FDA 510(k) clearance in March 2016. Ova1, Overa and OvaWatch each use the Roche Cobas 4000, 6000 and 8000 platforms for analysis of proteins. Revenue from Ova1 and OvaWatch is included in the results of operations in total revenue for the three months ended March 31, 2026.

Current wording

Our Ova1 test received FDAde novo classification in September 2009. Ova1 comprises instruments, assays, reagents, and the OvaCalc software, which includes a proprietary algorithm that produces a risk score. Our Overa test, which includes an updated version of OvaCalc, received FDA 510(k) clearance in March 2016. Ova1, Overa and OvaWatch each use the Roche Cobas 4000, 6000 and 8000 platforms for analysis of proteins. Revenue from Ova1 and OvaWatch is included in the results of operations in total revenue for the three and six months ended June 30, 2026.

Previous wording

Our product revenue is generated by performing diagnostic services using our OvaSuite tests, and the service is completed upon the delivery of the test result to the prescribing physician. The entire transaction price is allocated to the single performance obligation contained in a contract with a patient. Under ASC Topic 606,Revenue from Contracts with Customers, all revenue is recognized upon completion of the OvaSuite test and delivery of test results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, we consider factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and us, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management. For OvaSuite tests, we also review our patient account population and determine an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer,etc.) into portfolios with similar collection experience. When evaluated for collectability, this results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis.

Current wording

Our revenue is generated by performing diagnostic services using our OvaSuite tests, and the service is completed upon the delivery of the test result to the prescribing physician. The entire transaction price is allocated to the single performance obligation contained in a contract with a patient. Under ASC Topic 606,Revenue from Contracts with Customers, all revenue is recognized upon completion of the OvaSuite test and delivery of test results to the physician based on estimates of amounts that will ultimately be realized. In determining the amount of revenue to be recognized for a delivered test result, we consider factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and us, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management. For OvaSuite tests, we also review our patient account population and determine an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer,etc.) into portfolios with similar collection experience. When evaluated for collectability, this results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis.

Previous wording

The number of OvaSuite tests performed decreased 14% to 4,896 during the three months ended March 31, 2026, compared to 5,679 product tests for the same period in 2025. This decrease is a result of our reduced field sales headcount. We expect revenue to increase in the second quarter due to our focus on higher revenue generating payers.

Current wording

The number of OvaSuite tests performed decreased 12% to 5,059 during the three months ended June 30, 2026, compared to 5,728 tests for the same period in 2025. This decrease is a result of our reduced field sales headcount. We expect revenue to increase in the third quarter due to our focus on higher revenue generating payers.

Previous wording

Cost of Revenue – Product. The increase in Cost of product revenue was primarily due to an increase in phlebotomy expenses of $296,000 and personnel costs of $33,000, partially offset by a decrease in consulting costs of $103,000, and postage costs of $61,000. We expect the cost of revenue to increase slightly in 2026 as the number of tests performed increases.

Current wording

Cost of Revenue. The increase in Cost of revenue was primarily due to an increase in consulting costs of $53,000, postage costs of $24,000 and software licenses of $21,000, partially offset by a decrease in lab supplies of $33,000, and royalties of $11,000. We expect the cost of revenue to increase slightly in 2026 as the number of tests performed increases.

Previous wording

Gross Profit Margin. Gross profit margin for product revenue decreased from 68.5% to 54.4% for the three months ended March 31, 2026, compared to the same period in 2025.

Current wording

Gross Profit Margin. Gross profit margin for revenue decreased from 63.8% to 55.3% for the three months ended June 30, 2026, compared to the same period in 2025.

Previous wording

Research and Development Expenses. Research and development expenses represent costs incurred to develop our technology and carry out clinical studies, and include personnel-related expenses, regulatory costs, reagents and supplies used in research and development laboratory work, infrastructure expenses, contract services and other outside costs. The increase in research and development expenses for the three months ended March 31, 2026 when compared to the same period in 2025 was primarily due to a increase in clinical trial costs of $295,000 and personnel costs of $52,000, partially offset by a decrease in consulting costs of $34,000 and lab supplies of $31,000. We expect research and development expenses to increase modestly over the second quarter of 2026, as a result of our focus on the product pipeline.

Current wording

Research and Development Expenses. Research and development expenses represent costs incurred to develop our technology and carry out clinical studies, and include personnel-related expenses, regulatory costs, reagents and supplies used in research and development laboratory work, infrastructure expenses, contract services and other outside costs. The decrease in research and development expenses for the three months ended June 30, 2026 when compared to the same period in 2025 was primarily due to a decrease in clinical trial costs of $58,000, partially offset by an increase in consulting costs of $32,000. We expect research and development expenses to increase modestly over the third quarter of 2026, as a result of our focus on the product pipeline.

Previous wording

Sales and Marketing Expenses. Our sales and marketing expenses consist primarily of personnel-related expenses, education and promotional expenses. These expenses include the costs of educating physicians and other healthcare professionals regarding our products. Sales and marketing expenses also include the costs of sponsoring continuing medical education, medical meeting participation, and dissemination of scientific and health economic publications. Sales and marketing expenses decreased for the three months ended March 31, 2026 when compared to the same period in 2025, primarily due to decreased personnel costs of $425,000, costs related to our contracted sales team of $48,000, and consulting costs of $41,000. We expect sales and marketing expenses to remain flat during the second quarter of 2026.

Current wording

Sales and Marketing Expenses. Our sales and marketing expenses consist primarily of personnel-related expenses, education and promotional expenses. These expenses include the costs of educating physicians and other healthcare professionals regarding our products. Sales and marketing expenses also include the costs of sponsoring continuing medical education, medical meeting participation, and dissemination of scientific and health economic publications. Sales and marketing expenses decreased for the three months ended June 30, 2026 when compared to the same period in 2025, primarily due to decreased personnel costs of $61,000, costs related to our contracted sales team of $40,000, and consulting costs of $28,000, partially offset by an increase in software costs of $13,000. We expect sales and marketing expenses to decrease slightly during the third quarter of 2026.

Previous wording

General and Administrative Expenses. General and administrative expenses consist primarily of personnel-related expenses, professional fees and other costs, including legal, finance and accounting expenses and other infrastructure expenses. General and administrative expenses decreased for the three months ended March 31, 2026 when compared to the same period in 2025. This decrease was primarily due to a decrease in personnel costs of $292,000, legal fees of $267,000, audit and tax costs of $257,000, public company costs of $195,000 and board fees of $90,000. We expect general and administrative expenses to increase modestly during the second quarter of 2026, due to our annual shareholders’ meeting.

Current wording

General and Administrative Expenses. General and administrative expenses consist primarily of personnel-related expenses, professional fees and other costs, including legal, finance and accounting expenses and other infrastructure expenses. General and administrative expenses decreased for the three months ended June 30, 2026 when compared to the same period in 2025. This decrease was primarily due to a decrease in consulting costs of $415,000, board fees of $60,000, temporary help costs of $53,000, audit and tax costs of $44,000, partially offset by public company costs of $114,000 and legal fees of $242,000. We expect general and administrative expenses to remain flat during the third quarter of 2026.

Previous wording

Product Revenue. Revenue for Aspira Labs is recognized when the Ova1, Overa, Ova1Plus or OvaWatch test is completed based on estimates of what we expect to ultimately realize. The 14% product revenue decrease is due to a decrease in OvaSuite test volume compared to the prior year.

Current wording

Revenue. Revenue for Aspira Labs is recognized when the Ova1, Overa, Ova1Plus or OvaWatch test is completed based on estimates of what we expect to ultimately realize. The 14% revenue decrease is due to a decrease in OvaSuite test volume compared to the prior year.

Previous wording

Change in fair value of Warrant Liabilities. For each of the three months ended March 31, 2026 and 2025, a decline in our stock price during the quarter resulted in a gain recognized in the Change in fair value of Warrant Liabilities.

Current wording

Change in fair value of Warrant Liabilities. For each of the six months ended June 30, 2026 and 2025, a decline in our stock price during the quarter resulted in a gain recognized in the Change in fair value of Warrant Liabilities.

Previous wording

We have incurred significant net losses and negative cash flows from operations since inception, and as a result have an accumulated deficit of approximately $543,501,000 as of March 31, 2026. We also expect to incur a net loss and negative cash flows from operations for the remainder of 2026. Working capital levels may not be sufficient to fund operations as currently planned through the next twelve months, absent a significant increase in revenue over historic revenue or additional financing. Given the above conditions, there is substantial doubt about our ability to continue as a going concern within one year after the date these consolidated interim financial statements are issued.

Current wording

We have incurred significant net losses and negative cash flows from operations since inception, and as a result have an accumulated deficit of approximately $545,921,000 as of June 30, 2026. We also expect to incur a net loss and negative cash flows from operations for the remainder of 2026. Working capital levels may not be sufficient to fund operations as currently planned through the next twelve months, absent a significant increase in revenue over historic revenue or additional financing. Given the above conditions, there is substantial doubt about our ability to continue as a going concern within one year after the date these consolidated interim financial statements are issued.

Previous wording

Under the terms of the DECD Loan Agreement, we were eligible for forgiveness of $1,500,000 of the principal amount of the loan after achieving certain job creation and retention milestones. If we fail to maintain our Connecticut operations through March 22, 2026, the DECD may require early repayment of a portion or all of the loan plus a penalty of 5% of the total funded loan. For additional information, see Note 5 to our unaudited condensed consolidated financial statementsCommitments, Contingencies and Debt. If we choose to repay the loan early, it may be done at any time without premium or penalty. As of March 31, 2026, the remaining balance outstanding under the DECD Loan Agreement is $1,218,000.

Current wording

Under the terms of the DECD Loan Agreement, we were eligible for forgiveness of $1,500,000 of the principal amount of the loan after achieving certain job creation and retention milestones. If we fail to maintain our Connecticut operations through March 22, 2026, the DECD may require early repayment of a portion or all of the loan plus a penalty of 5% of the total funded loan. For additional information, see Note 5 to our unaudited condensed consolidated financial statementsCommitments, Contingencies and Debt. If we choose to repay the loan early, it may be done at any time without premium or penalty. As of June 30, 2026, the remaining balance outstanding under the DECD Loan Agreement is $1,160,000.

Previous wording

“Regular Purchase”), which amount may be increased to up to 75,000 shares if the closing sale price is not below $0.50 per share and up to 100,000 shares if the closing sale price is not below $0.75 per share, in each case subject to a maximum dollar amount of $500,000 per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 95% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten business days immediately preceding the applicable purchase date. Regular Purchases may be effected as frequently as each business day after the close of trading so that the applicable purchase price is fixed and known at the time we elect to sell shares to Lincoln Park.

Current wording

Pursuant to the 2025 Lincoln Park Agreement, on any business day on which the closing sale price of the Common Stock is greater than $0.10 per share, we may direct Lincoln Park to purchase up to 50,000 shares of Common Stock (a “Regular Purchase”), which amount may be increased to up to 75,000 shares if the closing sale price is not below $0.50 per share and up to 100,000 shares if the closing sale price is not below $0.75 per share, in each case subject to a maximum dollar amount of $500,000 per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 95% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten business days immediately preceding the applicable purchase date. Regular Purchases may be effected as frequently as each business day after the close of trading so that the applicable purchase price is fixed and known at the time we elect to sell shares to Lincoln Park.

Previous wording

On January 30, 2026, we entered into a Subordinated Business Loan and Security Agreement (the “Subordinated Loan Agreement”) with Agile Lending, LLC, as lead lender, and Agile Capital Funding, LLC, as collateral agent, pursuant to which the Lenders (as such term is defined in the Subordinated Loan Agreement) agreed to make a secured term loan to the Company and certain subsidiary co-borrowers.

Current wording

On January 30, 2026, we entered into a Subordinated Business Loan and Security Agreement (the “Subordinated Loan Agreement”) with Agile Lending, LLC, as lead lender, and Agile Capital Funding, LLC, as collateral agent, pursuant

Previous wording

The term loan is evidenced by a Subordinated Secured Promissory Note (the “Promissory Note”), which was issued in the principal amount of $1,050,000, includes an interest rate of 42%, and is scheduled to mature on August 26, 2026. The Promissory Note is expressly subordinated in right of payment to all Senior Indebtedness, as described in the Promissory Note. The collateral agent is authorized to take actions to perfect the security interests; however, the Subordinated Loan Agreement provides that a financing statement may be filed only upon an event of default. As of March 31, 2026, the remaining balance outstanding under the Promissory Note is $775,000.

Current wording

The term loan is evidenced by a Subordinated Secured Promissory Note (the “Promissory Note”), which was issued in the principal amount of $1,050,000, includes an interest rate of 42%, and is scheduled to mature on August 26, 2026. The Promissory Note is expressly subordinated in right of payment to all Senior Indebtedness, as described in the Promissory Note. The Promissory Note is secured by a pledge on all assets. The collateral agent is authorized to take actions to perfect the security interests; however, the Subordinated Loan Agreement provides that a financing statement may be filed only upon an event of default. As of June 30, 2026, the remaining balance outstanding under the Promissory Note was $344,000.

Previous wording

As mentioned, we have incurred significant net losses and negative cash flows from operations since inception, and we expect to continue to incur a net loss and negative cash flows from operations in 2026. At March 31, 2026 we had an accumulated deficit of $543,501,000 and stockholders’ deficit of $6,207,000. As of March 31, 2026, we had $1,344,000 in cash and cash equivalents, $5,595,000 in current liabilities, and a working capital deficit of $1,810,000. There can be no assurance that we will achieve or sustain profitability or positive cash flow from operations. While we expect to grow revenue through Aspira Labs, there is no assurance of our ability to generate substantial revenues and cash flows from Aspira Labs’ operations. We expect revenue from our products to be our only material, recurring source of cash for the remainder of 2026.

Current wording

As mentioned, we have incurred significant net losses and negative cash flows from operations since inception, and we expect to continue to incur a net loss and negative cash flows from operations in 2026. At June 30, 2026 we had an accumulated deficit of $545,921,000 and stockholders’ deficit of $7,256,000. As of June 30, 2026, we had $477,000 in cash and cash equivalents, $5,338,000 in current liabilities, and a working capital deficit of $2,542,000. There can be no assurance that we will achieve or sustain profitability or positive cash flow from operations. While we expect to grow revenue through Aspira Labs, there is no assurance of our ability to generate substantial revenues and cash flows from Aspira Labs’ operations. We expect revenue from our products to be our only material, recurring source of cash for the remainder of 2026.

Previous wording

Net cash used in operating activities was $359,000 for the three months ended March 31, 2026, resulting primarily from changes in the fair value of warrant liabilities of $3,110,000 and changes in accounts receivable of $217,000, offset by changes in other liabilities of $1,380,000, changes in accounts payable of $731,000, net income of $676,000 and changes in prepaid assets of $120,000.

Current wording

Net cash used in operating activities was $2,370,000 for the six months ended June 30, 2026, resulting primarily from changes in the fair value of warrant liabilities of $2,625,000, net loss of $1,744,000 and changes in accounts receivable of $278,000, offset by changes in accounts payable of $1,516,000, changes in accrued liabilities of $287,000 and changes in prepaid assets of $242,000.

Previous wording

Net cash used in operating activities was $3,102,000 for the three months ended March 31, 2025, resulting primarily from the net loss reported of $1,853,000, which includes changes in prepaid assets of $297,000 and $103,000 in stock based compensation expense, offset by changes in the fair value of warrant liabilities of $921,000, changes in accrued liabilities of $792,000, changes in accounts payable of $722,000, changes in other liabilities of $229,000, change in the fair value of Convertible Notes carried at fair value and changes in accounts receivable of $110,000.

Current wording

Net cash used in operating activities was $4,836,000 for the six months ended June 30, 2025, resulting primarily from the net loss reported of $4,519,000, which includes the loss upon issuance of convertible notes carried at fair value of $1,198,000, changes in prepaid assets of $426,000, non-cash lease expense of $122,000 and $119,000 in stock based compensation expense, offset by changes in accrued liabilities of $616,000, changes in other liabilities of $459,000, changes in accounts payable of $430,000, changes in the fair value of warrant liabilities of $297,000, changes in accounts receivable of $288,000 and a change in the fair value of Convertible Notes carried at fair value and changes in accounts receivable of $170,000.

Previous wording

Net cash used in investing activities was $0 for each of the three months ended March 31, 2026 and 2025.

Current wording

Net cash used in investing activities was $150,000 and none for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Net cash used in financing activities was $52,000 for the three months ended March 31, 2026, stemming primarily from principal payments on the DECD loan, partially offset by the equity line of credit with Lincoln Park resulting in net proceeds of $7,000.

Current wording

Net cash provided by financing activities was $1,241,000 for the six months ended June 30, 2026, stemming primarily from $1,352,000 in proceeds from the 2026 Private Placement Offering, net of issuance costs, partially offset by principal payments on the DECD loan.

Previous wording

Net cash provided by financing activities was $4,645,000 for the three months ended March 31, 2025, stemming primarily from the at the market offering resulting in net proceeds of $3,337,000 and from convertible notes resulting in gross proceeds of $1,366,000, partially offset by principal payments on the DECD loan.

Current wording

Net cash provided by financing activities was $4,612,000 for the six months ended June 30, 2025, stemming primarily from the at the market offering resulting in net proceeds of $3,337,000 and from convertible notes resulting in gross proceeds of $1,366,000, partially offset by principal payments on the DECD loan.