Aspira Women's Health Inc.

1. ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Organization

Aspira Women’s Health Inc. (“Aspira” and its wholly-owned subsidiaries are collectively referred to as the “Company”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company currently markets and sells the following products and related services: (1) the Ova1Plus workflow, which uses Ova1, a qualitative serum test intended as an aid to further assess the likelihood of malignancy in women with an ovarian adnexal mass for which surgery is planned when the physician’s independent clinical and radiological evaluation does not indicate malignancy, as the primary test and Overa, a second-generation biomarker test intended to maintain Ova1’s high sensitivity while improving specificity, as a reflex for Ova1 intermediate range results, leveraging the strengths of Ova1’s MIA sensitivity and Overa’s MIA2G specificity to reduce incorrectly elevated results; and (2) OvaWatch, a lab developed test (“LDT”) intended to assist in the initial clinical assessment of malignancy risk in all women thought to have an indeterminate or benign adnexal mass. Overa is currently not offered except as a reflex test performed as part of the Ova1Plus workflow. Collectively, these tests are referred to and marketed as OvaSuite.

The Company’s products are distributed through its direct national sales force, including field sales and inside sales. OvaSuite tests are marketed to both physicians via a direct referral to Aspira as well as to laboratories via the Aspira Synergy platform. The Company also engages in channel distribution partnerships by which OvaSuite is distributed via laboratory partners such as BioReference Health, LLC, Associated Regional University Pathologists (“ARUP”) and Mayo Clinic Laboratories (“Mayo”).

Going Concern and Liquidity

As of June 30, 2026, the Company had approximately $477,000 of cash and cash equivalents, an accumulated deficit of approximately $545,921,000, and working capital deficit of approximately $2,542,000. For the six months ended June 30, 2026, the Company realized a net loss of $1,744,000 and used cash in operations of $2,369,000. The Company has incurred significant net losses and negative cash flows from operations since inception. The Company also expects to continue to incur a net loss and negative cash flows from operations for the remainder of 2026. In order to fund operations, meet its capital requirements or satisfy the anticipated obligations as they become due, the Company expects to take further action to protect its liquidity position, which include, but are not limited to::

The Company also has outstanding warrants to purchase shares of its common stock that may be exercised although there can be no assurance that the warrants will be exercised.

There can be no assurance that the Company will achieve or sustain profitability or positive cash flow from operations. Management expects cash from product sales and licensing to be the Company’s only material, recurring source of cash in 2026. Given the above conditions, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated interim financial statements are issued. The unaudited condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties.

2025 Delisting from Nasdaq

On April 15, 2025, the Company received written notice from the Office of General Counsel of The Nasdaq Stock Market (“Nasdaq”) indicating that the Nasdaq Hearings Panel determined to delist the Company’s shares from Nasdaq due to the Company’s failure to meet Nasdaq’s continued listing standard under Nasdaq Listing Rule 5550(b)(1), which required the Company to maintain a minimum of $2.5 million in stockholders’ equity for continued listing on the Nasdaq Capital Market. The Company’s common stock was traded on the OTC Markets Group effective at the open of trading on April 17, 2025 under the symbol “AWHL.” The Company’s common stock is currently traded on the OTC QX Best Market.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The consolidated balance sheet at December 31, 2025 included in this report has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by GAAP. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2026.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated results.

Significant Accounting Policies

Revenue Recognition

Revenue – OvaSuite: The Company recognizes revenue in accordance with the provisions of ASC Topic 606,Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon completion of the OvaSuite test and delivery of 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, the Company considers factors such as payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and the Company, and any developments or changes that could impact reimbursement. These estimates require significant judgment by management as the collection cycle on some accounts can be as long as one year. The effect of any change made to an estimated input component and, therefore revenue recognized, would be recorded as a change in estimate at the time of the change.

The Company also reviews its patient account population and determines an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer,etc.) into portfolios with similar collection

experience. The Company has elected this practical expedient that, when evaluated for collectability, results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis. During the three and six months ended June 30, 2026 and 2025, there wereno adjustments to estimates of variable consideration to derecognize revenue for services provided in a prior period; however, there was approximately $17,000 and $169,000 additional revenue recognized related to prior quarters for the three months ended June 30, 2026 and 2025, respectively. There was approximately $49,000 and $222,000 additional revenue recognized related to prior quarters for the six months ended June 30, 2026 and 2025, respectively. There wereno impairment losses on accounts receivable recorded during the three months or six months ended June 30, 2026 or 2025.

*Accounts Receivable:*Virtually all accounts receivable are derived from sales made to customers located in North America. The Company grants credit to customers in the normal course of business and the resulting trade receivables are stated at their net realizable value. The Company maintains an allowance for credit losses based upon the expected collectability of accounts receivable, including the historical collection cycle. Amounts are written off against the allowances for credit losses when the Company determines that a customer account is not collectable. The Company believes its exposure to concentrations of credit risk is limited due to the diversity of its payer base.

*Common Stock Warrants:*The Company accounts for common stock warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40. The requirements for equity classification are that they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) do not embody an obligation for the Company to repurchase its shares, (3) permit the holder to receive a fixed number of shares of common stock upon exercise and (4) are indexed to the Company’s common stock. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and each subsequent reporting period. Warrants that meet all of the criteria for equity classification are recorded as a component of additional paid-in capital at the time of issuance and are not remeasured. Warrants that do not meet the required criteria for equity classification are classified as liabilities. The Company adjusts such warrants to fair value at each reporting period until the warrants are exercised or expire. Any change in fair value is recognized in Change in fair value of warrant liabilities on the Company’s statement of operations.

Segment Reporting

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and assessing financial performance. The Company views its operations and manages its business in a single operating segment, which is the discovery, development, and commercialization of noninvasive diagnostic tests. As a result, the CODM evaluates the business on a consolidated basis. The Company’s CODM uses the net loss that is reported on the Company’s consolidated statement of operations as a consolidated net loss for the purpose of allocating resources. The Company also monitors its cash and cash equivalents as reported on its consolidated balance sheets to determine its liquidity needs and to allocate resources.

The accounting policies of the Company’s single segment are the same as those described in this summary of significant accounting policies. The CODM assesses the performance of the Company’ssingle segment and decides how to allocate resources based on consolidated net loss. Under the current organizational structure, this measure is not discretely available or required individually for any of the Company’s business activities and is only available at the consolidated level. The monitoring of budgeted versus actual results are used in assessing performance of the Company’s single segment, allocating resources and in establishing management’s compensation. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. Consolidated revenue does not include any inter-segment sales or transfers.

The following table summarizes financial statement line items regularly provided to the CODM (in thousands).

(1)Other segment items include overhead costs, insurance expenses, IT expenses and depreciation.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization. Property and equipment are depreciated when placed into service using the straight-line method over the estimated useful lives, generally three tofive years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations.

Property and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If property and equipment are considered to be impaired, an impairment loss is recognized.

Intangible Assets

Intangible assets are carried at cost less accumulated depreciation and amortization. Intangible assets are amortized when placed into service using the straight-line method over the estimated useful lives. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations.

Intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If Intangible assets are considered to be impaired, an impairment loss is recognized.

Recent Accounting Pronouncements

Standards Yet to be Adopted

In November 2024, the FASB issued ASU No. 2024-03,Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) that requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The standard will become effective for annual periods beginning after December 15, 2026. The

Company is currently evaluating whether the adoption of ASU 2024-03 will have a material impact on its results of operations, financial position or cash flows.

In July 2025, the FASB issued ASU No. 2025-05,Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) to reduce the complexity of applying credit losses under ASC 326-320. ASU 2025-05 provides a practical expedient permitting an entity to assume current conditions as of the balance sheet date that do not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 also provides for an accounting election which allows an entity to consider cash collection activity after the balance sheet date when estimating expected credit losses on current accounts receivable and current contract assets. The standard will become effective for annual periods beginning after December 15, 2025. The Company is currently evaluating whether the adoption of ASU 2025-05 will have a material impact on the Company’s consolidated results of operations, financial position, or cash flows.

In September 2025, the FASB issued ASU No. 2025-06,Targeted Improvements to the Accounting for Internal-Use Software(“ASU 2025-06”), which clarifies and modernizes the accounting for costs related to internal-use software inASC Topic 350-40, Intangibles —Goodwill and Other — Internal-Use Software (ASC 350-40). ASU 2025-06 removed all references to project stages throughout ASC 350-40, and requires entities to begin capitalizing software costs when both of the following occur: (1) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the probable-to-complete recognition threshold). The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted. ASU 2025-06 can be either applied on a prospective basis, retrospective or modified prospective basis based on the status of the project and whether software costs were capitalized before the date of adoption. The Company is currently evaluating the impact the adoption of ASU 2025-06 may have on its results of operations, financial position or cash flows.

In December 2025, the FASB issued ASU No. 2025-11,Interim Reporting (Topic 270): Narrow-Scope Improvements(“ASU 2025-11”), which clarifies interim disclosure requirements by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. ASU 2025-11 can be applied either prospectively or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on its results of operations, financial position or cash flows.

In December 2025, the FASB issued No. ASU 2025-12,Codification Improvements (“ASU 2025-12”), which amends various areas of the Codification to enhance consistency and make the standards easier for preparers and users to interpret. ASU 2025-12 intends to refine and simplify the original guidance where it may have been unclear. ASU 2025-12 is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. Entities may adopt the guidance using a prospective or retrospective approach. The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on its results of operations, financial position or cash flows.

2. FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, and accounts payable are considered Level 1 due to their short-term nature and their market interest rates.

The Company recorded warrants in connection with a public offering in 2022 (the “August 2022 Warrants”) in warrant liabilities. As discussed in Note 7 to the unaudited condensed consolidated financial statements, in connection with a registered direct offering in 2024, the Company amended certain of the August 2022 Warrants to purchase up to an aggregate of 366,664 shares of common stock (the “Modified August 2022 Warrants”). The terms of the remaining 433,321 of the August 2022 Warrants were unchanged (the “Unmodified August 2022 Warrants”). In August 2024,

311,111 of the August 2022 Modified Warrants were further modified as part of a warrant inducement agreement. These warrants were exercised at a reduced price of $1.25.

The fair value of the August 2022 Warrants as of June 30, 2026 and December 31, 2025 was approximately $31,000 and $97,000, respectively. The fair value of the August 2022 Warrants was estimated using Black-Scholes pricing model based on the following assumptions:

The August 2022 Warrants were deemed to be derivative instruments due to certain contingent put features. The fair value of the August 2022 Warrants was determined using the Black-Scholes option pricing model, deemed to be an appropriate model due to the terms of the August 2022 Warrants issued, including a fixed term and exercise price.

The fair value of the August 2022 Warrants was affected by changes in inputs to the Black-Scholes option pricing model including the Company’s stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. This model uses Level 2 inputs, including stock price volatility, in the fair value hierarchy established by ASC 820, Fair Value Measurement. The August 2022 Warrants are classified in warrant liabilities on the Company’s unaudited condensed consolidated balance sheets.

The Company recorded warrants in connection with the March conversion of Senior Secured Convertible Promissory Notes (the “March 2025 Convertible Notes”) in 2025 (the “March 2025 Warrants”) in warrant liabilities. The March 2025 Warrants were deemed to be derivative instruments due to certain contingent put features. As discussed in Note 5 to the unaudited condensed consolidated financial statements, in connection with the conversion of convertible notes in March 2025, the Company issued warrants to purchase up to an aggregate of 12,298,177 shares of common stock. The March 2025 Warrants had an exercise price of $0.25 per share for the first 24 months after issuance, and $0.50 per share thereafter, but were modified in September 2025 to an exercise price of $0.35 per share (the “Amended March 2025 Warrants”), utilizing a fixed expiration date.

The fair value of the March 2025 Warrants as of June 30, 2026 and December 31, 2025 was approximately $4,218,000 and $6,777,000, respectively. The fair value of the March 2025 Warrants was estimated using a Monte Carlo simulation pricing model for its March 12, 2025 fair value assessment, which uses Level 3 inputs due to its incorporation of significant inputs that are not observable in the market. The mean present value across multiple simulation iterations was used to estimate the fair value of the March 2025 Warrants.

Following the modification, the fair value of the Amended March 2025 Warrants was determined using the Black-Scholes option pricing model, deemed to be an appropriate model due to the terms of the Amended March 2025 Warrants issued, including a fixed term and exercise price.

The following table presents the Company’s transfers from Level 3 to Level 2 during the year ended December 31, 2025.

These transfers were primarily due to the change from the Monte Carlo simulation pricing model to the Black-Scholes option pricing model, deemed to be an appropriate model due to the terms of the Amended March 2025 Warrants issued, including a fixed term and exercise price. The fair value of the Amended March 2025 Warrants was affected by changes in inputs to the Black-Scholes option pricing model including the Company’s stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. This model uses Level 2 inputs, including stock price volatility, in the fair value hierarchy established by ASC 820, Fair Value Measurement. The Amended March 2025 Warrants are classified in warrant liabilities on the Company’s unaudited condensed consolidated balance sheets. There wereno transfers during the six months ended June 30, 2026.

The Company used the following key inputs to determine the fair value of the March 2025 Warrants using the Black-Scholes option pricing model.

The Company recorded the March 2025 Convertible Notes on its books at fair value. The fair value of the March 2025 Convertible Notes was calculated by backing out the fair value of the March 2025 Warrants, which was estimated using a Monte Carlo simulation pricing model. The Monte Carlo simulation pricing model uses Level 3 inputs due to its incorporation of significant inputs that are not observable in the market. The fair value of the March 2025 Convertible Notes at issuance was approximately $2,563,000. Accordingly, on the date of issuance, the Company recorded a loss of $1,198,000, which is the difference between the fair value and the proceeds received. The March 2025 Convertible Notes were marked to market through the date of conversion, March 12, 2025. The change in fair value from the date of issuance through the date of conversion was a gain of $170,000 which was recognized in Change in fair value of Convertible Notes in the accompanying condensed consolidated financial statements.

The following is a reconciliation of the fair values from December 31, 2024 to June 30, 2026.

The carrying value of the Company’s insurance promissory note approximates fair value as of June 30, 2026 and December 31, 2025, due to the short-term nature of the insurance note and is classified as Level 2 within the fair value hierarchy.

The DECD loan is classified within Level 3 of the fair value hierarchy. The following table presents the carrying value and fair value of the DECD loan. The fair value of the DECD loan is estimated based on discounted cash flows using the prevailing market interest rates.

3. PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets at June 30, 2026 and December 31, 2025 consist of the following:

4.** INTANGIBLE ASSETS**

The Company owns capitalized software for providing integrated care plans for adnexal mass risk management. The Company classified the software as an Intangible asset.

Intangible assets as of June 30, 2026 and December 31, 2025 were as follows.

Amortization expense was $64,000 for the six months ended June 30, 2026 andnone for the six months ended June 30, 2025.

As of June 30, 2026, the estimated annual amounts of future amortization of the Company’s intangible assets are shown in the table below.

5. COMMITMENTS AND CONTINGENCIES, AND DEBT

Convertible Notes

On March 5, 2025, the Company entered into a securities purchase agreement with certain existing accredited shareholders (the “Purchasers”) for the issuance and sale in a private placement (the “March 2025 Private Placement”) of an aggregate gross principal amount of $1,365,500 in the form of Convertible Notes. The Company incurred third-party issuance costs of $50,000 in connection with the March 2025 Private Placement which were expensed within general and administrative expenses on its unaudited condensed consolidated statement of operations for the three months ended June 30, 2025. The March 2025 Convertible Notes were convertible into Units at a conversion price of $0.25 per Unit (the “Conversion Price”), with each Unit consisting ofone share of common stock and 2.25 warrants to purchase shares of common stock.

The Company elected to measure the March 2025 Convertible Notes using the fair value option under ASC 825 because the warrants issuable upon conversion of the March 2025 Convertible Notes are not indexed to the Company’s stock. They included a variable exercise price that did not meet the fixed-for-fixed concept under ASC 815. Further, as the March 2025 Convertible Notes were issued at par (gross cash proceeds equaled the principal of the March 2025 Convertible Notes), the March 2025 Convertible Notes were not issued at a substantial premium and were eligible for the fair value option under ASC 825.

The March 2025 Convertible Notes were issued at a discount. This resulted in the fair value of the March 2025 Convertible Notes upon issuance exceeding the proceeds received, As such, the Company recognized the excess of approximately $1,198,000 in Loss upon issuance of March 2025 Convertible Notes carried at fair value on its unaudited condensed consolidated statement of operations during the three months ended June 30, 2025. See Note 2,Fair Value Measurements, for the fair value disclosures related to the March 2025 Convertible Notes.

The Purchasers of the March 2025 Convertible Notes are entitled to three representatives on the Company’s board of directors.

In addition, the Company granted the Purchasers of the March 2025 Convertible Notes certain customary registration rights with respect to the shares of common stock and shares of common stock underlying the March 2025 Warrants. The registration statement was filed on September 30, 2025.

Pursuant to the terms of the agreement, the Company exercised its option to convert the March 2025 Convertible Notes into Units at the Conversion Price. The March 2025 Convertible Notes, including interest accrued, for a total of $1,366,458 were converted into Units on March 12, 2025. A gain on the conversion of the March 2025 Convertible Notes of $170,000 was recognized in Change in fair value of Convertible Notes on the Company’s unaudited condensed consolidated statement of operations for the three months ended March 31, 2025. See Note 7,Stockholders’ Deficit, for further discussion on the warrants.

Loan Agreement

On March 22, 2016, the Company entered into a loan agreement (as amended, the “DECD Loan Agreement”) with the State of Connecticut Department of Economic and Community Development (the “DECD”), pursuant to which the Company may borrow up to $4,000,000 from the DECD. The loan bears interest at a fixed rate of 2.0% per annum and requires equal monthly payments of principal and interest until maturity, which occurs on January 1, 2032. As security for the loan, the Company has granted the DECD a blanket security interest in the Company’s personal and intellectual property. The DECD’s security interest in the Company’s intellectual property may be subordinated to a qualified institutional lender.

The loan may be prepaid at any time without premium or penalty. An initial disbursement of $2,000,000 (“Loan 1”) was made to the Company on April 15, 2016 under the DECD Loan Agreement. On December 3, 2020, the Company received a disbursement of the remaining $2,000,000 (“Loan 2”) under the DECD Loan Agreement.

On June 26, 2023, the Company was notified by the DECD that the Company satisfied all job creation and retention requirements under the loan agreement to receive forgiveness of $1,000,000. If the Company failed to maintain its Connecticut operations through March 22, 2026, the DECD may have required early repayment of a portion or all of the remaining amount of the loan plus a penalty of 5% of the total funded loan.

On June 6, 2023, the Company was granted a deferral of interest and principal payments on a portion of the remaining outstanding balances through December 1, 2023. On January 30, 2024, the Company was granted an additional deferral of interest and principal payments on a portion of the remaining outstanding balances through June 1, 2024.

On October 2, 2024, the Company executed an additional deferral agreement (the “October 2 Deferral”), which provides for both the interest and principal payments on Loan 1 to be deferred for August and September 2024. Payments resumed in October 2024. The October 2 Deferral also provides for both the interest and principal payments on Loan 2 to be deferred from August 2024 to May 2027, with payments resuming in June 2027. As such, no gain was recognized as a result of the deferrals. Long-term debt consisted of the following:

As of June 30, 2026, the annual amounts of future minimum principal payments due under the Company’s contractual obligation are shown in the table below. Unamortized debt issuance costs for the DECD loan were $0 and $1,000 as of June 30, 2026 and December 31, 2025, respectively.

Insurance Notes

During 2025, the Company entered into an insurance promissory note for the payment of insurance premiums at an interest rate of 8.24%, with an aggregate principal amount outstanding of approximately $201,000 and $493,000 as of June 30, 2026 and December 31, 2025, respectively. Interest paid for the promissory note was $6,000 and $6,000 for the three months ended June 30, 2026 and 2025, respectively. Interest paid for the promissory note was $14,000 and $11,000 for the six months ended June 30, 2026 and 2025, respectively. The amount outstanding in 2026 could be substantially offset by the cancellation of the related insurance coverage which is classified in prepaid insurance. This note was payable in eleven monthly installments with a maturity date of October 1, 2026 and had no financial or operational covenants.

Other Current Liabilities

On January 30, 2026, the Company 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.

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. During the three and six months ended June 30, 2026, the Company has made payments of approximately $646,000 and $1,093,000, respectively. Interest paid for the Promissory Note was $194,000 and $401,000 for the three and six months ended June 30, 2026, respectively. As of June 30, 2026, the balance of the Promissory Note was $344,000, net of issuance costs, and was recorded in Other Current Liabilities on the Company’s unaudited condensed consolidated balance sheet.

Operating Leases

The Company leases facilities to support its business. The Company’s principal facility, including the Clinical Laboratory Improvements Amendments of 1988 (“CLIA”) laboratory used by Aspira Labs, Inc., is located in Austin, Texas, and an administrative office is also located in Shelton, Connecticut.

In December 2024, the Company extended the Austin, Texas lease for an additional 54 months. The lease renewal also expands the leased space. The Company’s renewed lease expires on August 31, 2031, with theoption to extend the lease for an additional three years. Variable lease costs represent our share of the landlord’s operating expenses. The Company is not reasonably certain that it will exercise the three-year renewal option beginning on September 1, 2031.

On October 1, 2023, the Company began a five- year lease in Shelton, Connecticut. The Shelton, Connecticut lease extends through September 30, 2028. Continuation of the lease after the lease term would be on a month-to-month basis.

Effective October 31, 2023, the Company entered into a lease agreement for freezer storage for its samples. The lease term is for 36 months with a twelve-month automatic renewal provision. The Company leases 5 freezers at a total of $4,450 per month.

The expense associated with these operating leases for the three months ended June 30, 2026 and 2025 is shown in the table below (in thousands).

The expense associated with these operating leases for the sixmonths ended June 30, 2026 and 2025 is shown in the table below (in thousands).

Based on the Company’s leases as of June 30, 2026, the table below sets forth the approximate future lease payments related to operating leases with initial terms of one year or more (in thousands).

Weighted-average lease term and discount rate were as follows.

Finance Lease

Effective June 8, 2026, the Company entered into an embedded lease agreement with Roche Diagnostics Corporation (the “Roche Agreement”) for a Roche Cobas Pure on which the Company will run its tests beginning in the third quarter of 2026, after validation testing is completed. Under the Roche Agreement, the Company has an annual minimum supply purchase of $159,000 and allows for the lease of a second machine under the same terms. The lease matures in June 2032 and has a discount rate of 8%. During the six months ended June 30, 2026 and 2025, the Company paid $5,000 andnone, respectively.

Based on the Company’s leases as of June 30, 2026, the table below sets forth the approximate future lease payments related to the finance lease (in thousands).

Non-cancellable Royalty Obligations

The Company is a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine under which the Company licenses certain of its intellectual property directed at the discovery and validation of biomarkers in human subjects, including but not limited to clinical application of biomarkers in the understanding, diagnosis and management of human disease. Under the terms of the amended research collaboration agreement, Aspira is required to pay the greater of 4% royalties on net sales of diagnostic tests using the assigned patents or annual minimum royalties of $57,500. Royalty expense for the three months ended June 30, 2026 and 2025 totaled $65,000 and $75,000, respectively, and are recorded in cost of revenue in the unaudited condensed consolidated statements of operations. Royalty expense for the six months ended June 30, 2026 and 2025 totaled $126,000 and $146,000, respectively.

Business Agreements

On August 8, 2022, the Company entered into a sponsored research agreement with Harvard’s Dana-Farber Cancer Institute, Brigham & Women’s Hospital, and Medical University of Lodz (the “Dana-Farber, Brigham, Lodz Research Agreement”), for the generation of a multi-omic, non-invasive diagnostic aid to identify endometriosis based on circulating microRNAs and proteins. The Dana-Farber, Brigham, Lodz Research Agreement requires payments to be made upon the achievement of certain milestones. Under the terms of and as further described in the Dana-Farber, Brigham, Lodz Research Agreement, payments of approximately $1,252,000 were due from the Company to the counterparties upon successful completion of certain deliverables as follows:68% was paid in 2022,15% was paid in 2023, and the remaining 17% was paid in 2025. During the three and six months ended June 30, 2026 and 2025, no expense and $50,000 was recorded in the unaudited condensed consolidated financial statement of operations for the project, respectively. From the inception of the Dana-Farber, Brigham, Lodz Research Agreement through June 30, 2026, research and development expenses in the cumulative amount of $1,252,000 have been recorded.

On March 20, 2023, the Company entered into a licensing agreement (“Dana-Farber, Brigham, Lodz License Agreement”) with Harvard’s Dana-Farber Cancer Institute, Brigham & Women’s Hospital, and Medical University of Lodz under which the Company will license certain of its intellectual property to be used in the Company’s OvaSuite product portfolio. Under the Dana-Farber, Brigham, Lodz License Agreement, the Company paid an initial license fee of $75,000 and pays an annual license maintenance fee of $50,000 on each anniversary of the date of the Dana-Farber, Brigham, Lodz License Agreement. Annual license maintenance fees totaled $12,000 for each of the three months ended June 30, 2026 and 2025, and are recorded in research and development costs on the Company’s unaudited condensed consolidated statements of operations. Annual license maintenance fees totaled $25,000 for each of the six months ended June 30, 2026 and 2025.

The Dana-Farber, Brigham, Lodz License Agreement also requires non-refundable royalty payments of up to $1,350,000 based on certain regulatory approvals and commercialization milestones and further royalty payments based on the net sales of the Company’s products included under the Dana-Farber, Brigham, Lodz License Agreement. No milestones have been reached as of June 30, 2026.

On May 20, 2026, the Company entered into a Master Collaboration and License Agreement (the “CCF Agreement”) with Cleveland Clinic Foundation (“CCF”), a non-profit educational, research and health care institution. Under the CCF Agreement, the Company and CCF will collaborate on biomedical research and development projects. The Company expensed an initial fee in the amount of$50,000, which wasrecorded in research and development and will owe$25,000 on each of the first, second, and third anniversaries of the CCF Agreement date.

Government Assistance

On October 23, 2024, the Advanced Research Projects Agency for Health (“ARPA-H”) announced that it had selected the Company as an awardee of the Sprint for Women’s Health. As an awardee, the Company would have received $10,000,000 in funding over two years through the Sprint for Women’s Health launchpad track for later-stage health solutions. The Company was entitled to payments based on the completion of certain agreed-upon milestones. The award also provided for access to advisors to support the successful completion and commercial launch of the test before the end of the two-year contract term.

The Company met the first milestone for payment in the fourth quarter of 2024 and received a payment of $2,000,000. The second milestone was met during the first quarter of 2025 and the Company received a payment of $1,500,000, which is recognized in Other expense (income), net in the unaudited condensed consolidated statement of operations for the three months ended June 30, 2025.

On June 9, 2025, Aspira received notice from ARPA-H that ARPA-H and the assigned managing contractor, VentureWell, have determined that Aspira had not met the specifications of the third milestone, and have therefore elected to terminate the ENDOinform development program contract.

On July 15, 2025, the Company received $1,013,000 in Employee Retention Tax Credits, which isrecognized in Other expense (income), net in the unaudited condensed consolidated statement of operations for the three months ended September 30, 2025.

Contingent Liabilities

From time to time, the Company is involved in legal proceedings and regulatory proceedings arising from operations. The Company establishes reserves for specific liabilities in connection with legal actions that management deems to be probable and estimable. The Company is not currently a party to any proceeding, the adverse outcome of which would have a material adverse effect on the Company’s financial position or results of operations.

6. ACCRUED LIABILITIES

The following table describes the principal components of accrued liabilities on the Company’s unaudited condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025.

7. STOCKHOLDERS’ DEFICIT

2026 Private Placement Offering

On June 5, 2026, the Company entered into a securities purchase agreement with certain investors in a private placement (the “2026 Private Placement Offering”). Pursuant to the 2026 Private Placement Offering, the Company issued an aggregate of 3,133,333 shares of its common stock and accompanying warrants (the “June 2026 Warrants”) to purchase 4,230,000 shares of common stock at a price of $0.45 per share and accompanying warrant. The June 2026 Warrants have an exercise price of $0.75 per share and are exercisable until their expiration on the third anniversary of the issuance date. The gross proceeds to the Company from the 2026 Private Placement Offering were approximately $1,410,000, before deducting expenses of approximately $58,000 payable by the Company.

The 2026 Private Placement Offering included a non-dilutive clause, which indicates that if the Company consummates the next arm’s-length equity or equity-linked financing transaction following the Closing Date that results in gross cash proceeds to the Company (before deduction of placement agent fees and expenses) of at least $1,000,000 (the “Next Round”), and the Total Package Value per $1,000,000 of Purchase Price in the Next Round (the “Next Round TPV”) exceeds the Total Package Value per $1,000,000 of Purchase Price of the Purchasers’ Securities issued at the Closing (the “Purchasers TPV”) by an amount greater than the Minimum Deficit Threshold, then the Company shall effect a one-time adjustment intended to cause the Purchasers TPV (after giving effect to such adjustment) to equal the Next Round TPV (the “TPV Adjustment”). The TPV Adjustment shall be the Purchasers’ sole and exclusive remedy with respect to the Next Round. The Company evaluated the TPV Adjustment and concluded that it did not meet the criteria to be classified as equity. The Company determined the TPV Adjustment to have ade minimis fair value as of June 30, 2026. The Company will continue to evaluate the fair value of the TPV at each reporting date.

The Company evaluated the June 2026 Warrants and concluded that they met the criteria to be classified as equity within additional paid-in-capital.

The May 2026 Warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) do not embody an obligation for the Company to repurchase its shares, (3) permit the holder to receive a fixed number of shares of common stock upon exercise, (4) are indexed to the Company’s common stock and (5) meet the equity classification criteria.

2025 Lincoln Park Equity Line of Credit Agreement

On December 23, 2025, the Company entered into an equity purchase agreement (the “2025 Lincoln Park Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase, at the Company’s direction from time to time, up to an aggregate of $10,000,000 of the Company’s Common Stock. In connection therewith, the Company also entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement” and, together with the 2025 Lincoln Park Agreement, the “Lincoln Park Agreements”), pursuant to which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a

registration statement covering the resale by Lincoln Park of the shares of Common Stock that have been and may be issued and sold to Lincoln Park under the 2025 Lincoln Park Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the Registration Rights Agreement.

Under the terms of the 2025 Lincoln Park Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), the Company will have the right, but not the obligation, in its sole discretion to direct Lincoln Park to purchase shares of Common Stock from time to time over a period of up to 24 months, for aggregate gross proceeds to the Company of up to $10,000,000. Lincoln Park has no right to require the Company to sell any shares of Common Stock, but Lincoln Park is obligated to make purchases of Common Stock from the Company as directed by the Company in accordance with the 2025 Lincoln Park Agreement.

From and after the Commencement Date, on any business day on which the closing sale price of the Common Stock is greater than $0.10 per share, the Company may, by written notice, 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 thethree lowest closing sale prices of the Common Stock during theten 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 the Company elects to sell shares to Lincoln Park.

In addition, if the Company directs Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, the Company may also direct Lincoln Park to purchase additional shares of Common Stock in one or more accelerated purchases (each, an “Accelerated Purchase”) on the following business day. The Company may set a minimum price threshold for any Accelerated Purchase in the related notice. For any Accelerated Purchase, Lincoln Park will purchase the lesser of (i)three times the number of shares purchased in the corresponding Regular Purchase and (ii)30% of the trading volume on the Accelerated Purchase date, at a purchase price per share equal to the lower of 95% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price for such date. Subject to satisfaction of the applicable conditions, the Company may direct multiple Accelerated Purchases in a single trading day, provided share deliveries for prior purchases have been completed.

The 2025 Lincoln Park Agreement contains customary terms, conditions, representations and warranties, and indemnification obligations of the parties. The Company may terminate the 2025 Lincoln Park Agreement at any time, for any reason or no reason, uponone business day’s prior written notice to Lincoln Park, at no cost or penalty. Following the Commencement Date, upon the occurrence of specified suspension events described in the 2025 Lincoln Park Agreement, including, among others, the unavailability of the registration statement for resales, trading suspensions, certain breaches of representations or covenants having or reasonably likely to have a material adverse effect, and certain listing or eligibility events, the Company will not be permitted to direct Lincoln Park to purchase shares until the applicable suspension event is cured or waived; provided that Lincoln Park does not have the right to terminate the 2025 Lincoln Park Agreement as a result of any such suspension event. In addition, the 2025 Lincoln Park Agreement prohibits the

Company from directing Lincoln Park to purchase any shares of Common Stock if such shares, when aggregated with all other shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park beneficially owning more than 4.99% of the outstanding shares of Common Stock, which beneficial ownership cap may be increased by Lincoln Park to up to 9.99% upon 61 days’ prior written notice to the Company.

As consideration for Lincoln Park’s commitment to purchase shares under the 2025 Lincoln Park Agreement, on the date of the 2025 Lincoln Park Agreement the Company issued to Lincoln Park 824,493 shares of Common Stock (the “Commitment Shares”). Transaction costs of approximately $412,000 related to the execution of the 2025 Lincoln Park

Agreement were incurred, all of which are recognized in Other expense (income), net in the consolidated financial statements for the year ended December 31, 2025. Also included in Other expense (income), net, was a referral fee related to the 2025 Lincoln Park Agreement in the amount of $84,000. In addition, the Company incurred approximately $85,000 for legal fees and $28,000 related to the 2025 Lincoln Park Agreement during the year ended December 31, 2025, and included the costs in general and administrative expenses on its consolidated statement of operations.

The 2025 Lincoln Park Agreement prohibits the Company from entering into another equity line of credit or substantially similar arrangement during the 24-month term of the 2025 Lincoln Park Agreement; however, the Company may enter into or maintain an at-the-market offering program with a registered broker-dealer.

During the three and six months ended June 30, 2026, the Company sold 20,000 shares under the 2025 Lincoln Park Agreement for proceeds of $7,000. No transaction costs were incurred during the three and six months ended June 30, 2026. The value of the remaining availability under the Lincoln Park Agreement as of June 30, 2026 was $9,994,080.

2025 Private Placement Offering

On September 16, 2025, the Company entered into a securities purchase agreement with certain investors and board members in a private placement (the “2025 Private Placement Offering”). Pursuant to the 2025 Private Placement Offering, the Company issued an aggregate of 6,550,000 shares of its common stock and accompanying warrants (the “September 2025 Warrants”) to purchase an equal number of shares of common stock at a price of $0.45 per share and accompanying warrant. The September 2025 Warrants have an exercise price of $0.75 per share and are exercisable until their expiration on the fifth anniversary of the issuance date. The gross proceeds to the Company from the 2025 Private Placement Offering were approximately $2,949,000, before deducting issuance costs of approximately $134,000.

The Company evaluated the September 2025 Warrants and concluded that they met the criteria to be classified as equity within additional paid-in-capital.

2025 Equity Line of Credit Agreement

On April 4, 2025, the Company entered into an equity purchase agreement (the “2025 Equity Line of Credit Agreement”) with Triton Funds L.P. (“Triton”) for the purchase of up to $2,000,000 of the Company’s shares of common stock.

Pursuant to the 2025 Equity Line of Credit Agreement, the Company issued 354,988 shares of restricted common stock to Triton for $25,000 and upon effectiveness of a registration statement registering the shares of Common Stock, the Company would be able to close on the sale of up to $2,000,000 of Common Stock. The purchase price of the Common Stock is 75% of the lowest traded price of the Common Stock five (5) business days prior to a closing. Transaction costs of approximately $214,000 related to the execution of the 2025 Equity Line of Credit Agreement were incurred, all of which are recognized in Other expense (income), net in the unaudited condensed consolidated financial statements.

The 2025 Equity Line of Credit expired on September 30, 2025. The Company opted not to renew the agreement upon its expiration on September 30, 2025.

March 2025 Convertible Notes Settlement

On March 12, 2025, the Company issued warrants (the “March 2025 Warrants”) upon the conversion of the Convertible Notes (see Note 5,Commitments and Contingencies, and Debt). The March 2025 Warrants were exercisable forfive years at $0.25 per share for the first 24 months after issuance, and $0.50 per share thereafter. In September 2025, the March 2025 Warrants were modified to a single exercise price of $0.35 per share and the termination date was extended to March 5, 2031.

The March 2025 Warrants are classified in warrant liabilities on the Company’s unaudited condensed consolidated balance sheets. The March 2025 Warrants are classified as liabilities because the settlement amount is not indexed to the Company’s stock as required by ASC 815,Derivatives and Hedging.

2024 Private Placement Offering

On July 1, 2024, the Company entered into a securities purchase agreement with certain investors in a private placement (the “2024 Private Placement Offering”). Pursuant to the 2024 Private Placement Offering, the Company issued an aggregate of 1,248,527 shares of its common stock and accompanying warrants (the “July 2024 Purchase Warrants”) to purchase an equal number of shares of common stock at a price of $1.53 per share and accompanying warrant. The July 2024 Purchase Warrants have an exercise price of $2.25 per share and are exercisable until their expiration on the third anniversary of the issuance date. The gross proceeds to the Company from the 2024 Private Placement Offering were approximately $1,909,000, before deducting issuance costs of approximately $72,000.

The Company evaluated the July 2024 Purchase Warrants and concluded that they met the criteria to be classified as equity within additional paid-in-capital.

2024 At the Market Offering

On August 2, 2024, the Company entered into an At the Market offering agreement (the “2024 At the Market Offering”) with H.C. Wainwright to sell shares of its common stock, having an aggregate sales price of up to $4,450,000, from time to time, through an “at the market offering” program under which H.C. Wainwright acts as sales agent. The Company pays Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of shares under the 2024 At the Market Offering. The Company also reimbursed H.C. Wainwright for certain specified expenses in connection with entering into the 2024 At the Market Offering.

During the year ended December 31, 2025, the Company sold 12,277,441 shares under the 2024 At the Market Offering Agreement for gross proceeds of approximately $3,484,000 before deducting expenses of approximately $147,000. During the three months ended June 30, 2026, the Company soldno shares under the 2024 At the Market Offering. The total gross proceeds to the Company over the life of the At the Market Offering Agreement is $4,388,000 and the value of the remaining availability was approximately $62,000 that could be sold to H.C. Wainwright under the 2024 At the Market Offering Agreement, subject to the terms of the 2024 At the Market Offering Agreement.

Warrants

The following table is a summary of the Company’s warrants outstanding and exercisable as of June 30, 2026 and December 31, 2025.

2010 Stock Incentive Plan

The Company’s employees, directors, and consultants were eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), which was replaced by the 2019 Plan (as defined below) with respect to future equity grants. As of June 30, 2026, there wereno shares of the Company’s common stock available for future grants under the 2010 Plan.

During the six months ended June 30, 2026,949 stock options of the 2010 Plan were forfeited or expired.

As of June 30, 2026, there were 12,493 outstanding options under the 2010 Plan with a weighted average exercise price of $19.92 and a weighted average remaining life of 1.92 years. There were no unvested outstanding options under the 2010 Plan.

2019 Stock Incentive Plan

At the Company’s 2019 annual meeting of stockholders, the Company’s stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan, the name of which was subsequently changed to the Aspira Women’s Health Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The purposes of the 2019 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants.

Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan was 699,485. With shareholder approval, the total number of shares available to be issued as of June 30, 2026 has been increased to 9,532,818 shares. To the extent an equity award granted under the 2019 Plan expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares of common stock subject to such award will become available for future grant under the 2019 Plan. As of June 30, 2026,2,632,996 shares of Aspira common stock were subject to outstanding stock options, and no shares of Aspira common stock were subject to unreleased restricted stock awards. A total of 6,257,501 shares of Aspira common stock were reserved for future issuance under the 2019 Plan.

The following table summarizes stock option activity for the 2019 Plan during the six months ended June 30, 2026.

As of June 30, 2026, the weighted average exercise price of outstanding options under the 2019 Plan was $0.84 and the weighted average remaining life was 8.76 years. As of June 30, 2026, the weighted average exercise price of vested and exercisable options under the 2019 Plan was $1.20 and the weighted average remaining life was 9.2 years.

Stock-Based Compensation

During the six months ended June 30, 2026, the Company granted option awards under the 2019 Plan with a weighted average grant date fair value of $0.38 and a weighted average exercise price of $0.49.

The following table summarizes weighted average assumptions used in calculating the fair value per share for the three and six months ended June 30, 2026 and 2025.

The Company recorded $26,000 in forfeitures for the six months ended June 30, 2026.

The allocation of non-cash stock-based compensation expense by functional area for the three and six months ended June 30, 2026 and 2025 was as follows.

As of June 30, 2026, total unrecognized compensation cost related to unvested stock option awards was approximately $160,000, and the related weighted average period over which it is expected to be recognized was 1.43 years. There wereno unrecognized compensation costs related to restricted stock units as of June 30, 2026.

8. EARNINGS (LOSS) PER SHARE

The Company calculates basic earnings (loss) per share using the weighted average number of shares of Aspira common stock outstanding during the period. The Company considers the August 2022 Warrants and the March 2025 Warrants, and during the period outstanding, the Convertible Notes (see Note 5,Commitments and Contingencies, and Debt) to be participating securities, because holders of such instruments participate in the event a dividend is paid on common stock. The holders of the August 2022 Warrants and the March 2025 Warrants and the Convertible Notes do not have a contractual obligation to share in the Company’s losses. As such, losses are attributed entirely to common stockholders and for periods in which the Company has reported a net loss, diluted loss per common share is the same as basic loss per common share.

The dilutive potential shares of common stock are computed using the treasury stock method or the as-if converted method, as applicable. Because the Company was in a net loss position, diluted loss per share is calculated using the

weighted average number of common shares outstanding and excludes the effects of potential shares of common stock that are antidilutive.

The potential shares of common stock that have been excluded from the diluted loss per share calculation above for the three and six months ended June 30, 2026 and 2025 were as follows:

The Company considered the Convertible Notes to be participating securities, because holders of such instruments participate in the event a dividend is paid on common stock. The holders of the Convertible Notes did not have a contractual obligation to share in the Company’s losses. As such, losses were attributed entirely to common stockholders.

9. RELATED PARTY TRANSACTIONS

On December 1, 2023, the Company entered into a consulting agreement with Biodesix, Inc. (the “Biodesix Agreement”) to assist with our micro RNA (“miRNA”) product pipeline. Jack Schuler, a beneficial owner of more than 5% of the Company’s stock, is also a beneficial owner of more than 10% of the stock of Biodesix, Inc. Since the inception of the Biodesix Agreement, the Company has recorded $125,000 in costs under the Biodesix Agreement as research and development expense in our consolidated financial statement of operations. As of June 30, 2026, the Company hadno current liabilities recorded on its unaudited condensed consolidated balance sheet for Biodesix.

On March 5, 2025, the Company entered into the March 2025 Private Placement Offering with the Purchasers for the issuance and sale of Convertible Notes. The Convertible Notes, including interest accrued, were converted into units consisting ofone share of common stock and 2.25 warrants on March 12, 2025.

The Purchasers are entitled to nominate three representatives on the Company’s board of directors until the earlier of (i) both (a)three (3) years from the date of the Amendment and (b)one (1) year after the common stock of the Company has been listed on a national securities exchange, or (ii) the date on which the Purchasers, on an aggregate basis, hold less than fifty percent (50%) of the Amended March 2025 Warrants. Two of thethree board members have been appointed. On April 2, 2025, the Board of Directors (the “Board”) of the Company appointed Jeffrey Cohen, M.D. as a director of the Company. The Board appointed John Fraser as Director of the Company on April 6, 2025.

10. SUBSEQUENT EVENTS

On July 6, 2026, the Company entered into a Subordinated Business Loan and Security Agreement (the “Second 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 Second Subordinated Loan Agreement) agreed to make a second secured term loan to the Company and certain subsidiary co-borrowers. The Second Subordinated Loan Agreement is dated as of July 1, 2026.

The Second Subordinated Loan Agreement is evidenced by a Subordinated Secured Promissory Note (the “Second Promissory Note”), which was issued in the principal amount of $1,050,000, will include interest charges of $441,000, and settled the Promissory Note, which was secured in January. The Second Promissory Note is scheduled to mature on January 26, 2027. The Second Promissory Note is expressly subordinated in right of payment to all Senior Indebtedness, as described in the Second 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 Second Subordinated Loan Agreement provides that a financing statement may be filed only upon an event of default.