Aspira Women's Health Inc. 8-K

What Happened

• On December 23, 2025, Aspira Women's Health Inc. (AWHL) entered into a purchase agreement with Lincoln Park Capital Fund, LLC under which Lincoln Park committed to buy, at the company’s direction, up to $10.0 million of AWHL common stock over a period of up to 24 months. The agreement also includes a registration rights agreement requiring Aspira to file a resale registration statement for the shares sold to Lincoln Park; purchases begin only after that registration statement is declared effective (the “Commencement Date”).
• As consideration for Lincoln Park’s commitment, Aspira issued “Commitment Shares” to Lincoln Park equal in aggregate value to 3.0% of the $10.0 million commitment (number of shares set by the 10-day average price prior to the agreement). The shares were issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D.

Key Details

• Commitment amount: up to $10.0 million of common stock purchases over 24 months (company has sole discretion when to direct purchases).
• Purchase mechanics: after the Commencement Date, the company may direct Regular Purchases of up to 50,000 shares per business day (increasing to 75,000 if price ≥ $0.50 and 100,000 if price ≥ $0.75), subject to a $500,000 per-purchase cap. Regular Purchase price = 95% of the lower of (i) the lowest sale price that day or (ii) the average of the three lowest closing prices in the prior ten business days.
• Accelerated Purchases: if the company orders the maximum Regular Purchase, it may also direct accelerated buys (up to 3× the Regular Purchase or 30% of trading volume) at 95% of the lower of closing price or VWAP on the accelerated date.
• Other material terms: beneficial ownership cap prevents Lincoln Park from owning >4.99% of outstanding shares (can be increased to up to 9.99% with 61 days’ notice); the company can terminate the agreement on one business day’s notice; Lincoln Park agreed not to short the stock or enter hedges that create a net short position.

Why It Matters

• This provides Aspira with a flexible, on-demand equity financing source up to $10M that can be used to raise cash as needed without negotiating separate financings. However, funding is not guaranteed — Lincoln Park only buys when the company directs purchases and only after the resale registration is effective.
• There is immediate dilution from the Commitment Shares (3% of the $10M value) and potential dilution from future issuances as shares are sold to Lincoln Park. The specific purchase pricing formulas (discounts to market) mean shares could be sold at a below-market price, further diluting existing holders.
• Investors should watch for the filing and effectiveness of the resale registration statement (the Commencement Date) and any material issuance activity under the agreement, which could affect share count and market liquidity.