AWHL 8-K
Aspira Women's Health Inc. (AWHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2020
Aspira Women’s Health Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-34810 |
33-0595156 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas |
78738 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (512) 519-0400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 per share |
AWH |
The Nasdaq Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02Results of Operations and Financial Condition.
On August 13, 2020, Aspira Women’s Health Inc. (the “Company”) issued a press release reporting financial results for the three and six months ended June 30, 2020. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information provided in this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release issued by Aspira Women’s Health Inc. on August 13, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ASPIRA WOMEN’S HEALTH INC. |
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Date: August 13, 2020 |
By: |
/s/ Robert Beechey |
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Robert Beechey |
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Chief Financial Officer |
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Exhibit 99.1 |
Aspira Women’s Health Reports Second Quarter 2020 Financial Results
Conference Call scheduled for today, August 13th at 4:30 p.m. ET
AUSTIN, Texas — August 13, 2020 — Aspira Women’s Health Inc. (“ASPIRA”) (Nasdaq: AWH), a bio-analytical based women’s health company focused on gynecologic disease, today reported its financial results for the second quarter ended June 30, 2020.
“Despite late first quarter and second quarter challenges from COVID-19, we have delivered strong revenue and volume growth in the first half of 2020 as compared to the first half of 2019. In fact, our test volume was 12% higher in the first half of 2020 than in the same period in 2019. Delivering surgical triage results to physicians during this period of operating room rationing and backlog is essential,” said Valerie Palmieri, Chief Executive Officer of ASPIRA. “We are seeing patients return to their providers and began to see the corresponding volume restoration in the second quarter. OVANex™ and EndoCheck™ study site recruitment has also continued to improve.”
Year over Year Results – Second Quarter 2020 versus Second Quarter 2019:
Year over Year Results – First Half 2020 versus First Half 2019:
COVID-19 Testing
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In the second quarter of 2020, we began offering COVID-19 antibody testing and began preparations for offering COVID-19 antigen testing. Each test is or will be a part of our pre-surgical risk test offering, which also includes OVA1plus test, additional tumor proteins and genetics.
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Our planned offering of COVID-19 antigen testing has been postponed due to manufacturer instrumentation delays. We are now planning to offer this test in late third quarter or early fourth quarter 2020. |
Sales Contact and Virtual Ordering Process
We have developed and launched our Virtual Sales and Marketing Strategy. In addition, we have developed a process to facilitate physician on-line ordering to enable a more efficient virtual go to market strategy. We are refining our approach to include more targeted use of in-house sales personnel to enhance the effectiveness of sales representatives in the field and to accommodate practitioners who only allow limited onsite visits.
Payroll Protection Program Financing
During the second quarter, we were granted a loan pursuant to the Payroll Protection Program (“PPP”) which was established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) which is being used primarily to fund payroll in the amount of approximately $1M. We are using the proceeds of the loan in a manner that we believe will qualify us for complete forgiveness of the principal of the loan under the terms of the CARES Act and the PPP. The Company plans to apply for loan forgiveness in the third quarter 2020.
State of Connecticut Financing
We previously announced a $4M loan from the State of Connecticut, $2M of which we received in 2016. The loan agreement provides that we will be eligible to receive the additional $2M based on target revenue and a revised target employment milestone. We achieved the target employment milestone as well as revenue targets. We have filed the required application and are awaiting final approval for the funding.
Private Placement
In July 2020, we sold shares of our common stock in a private placement generating approximately $11 million of gross proceeds prior to transaction costs. This financing, together with cash on hand at the end of the second quarter and expected additional funding from the State of Connecticut discussed above will
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enable us to execute on our product pipeline and continue to drive incremental growth and refinement of our commercial team.
Second Quarter Financial Highlights:
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· The number of OVA1 tests performed decreased 21% to 2,458 during the second quarter of 2020 compared to 3,129 for the same period in 2019 |
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Conference Call and Webcast
ASPIRA will host a call today at 4:30 p.m. Eastern Daylight Time to discuss results followed by a question and answer period.
Thursday, August 13th @ 4:30pmET
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877-407-4018 |
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International: |
201-689-8471 |
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Conference ID: |
13699543 |
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Webcast: |
http://public.viavid.com/index.php?id=138240 |
About Aspira Women’s Health Inc.
ASPIRA is transforming women’s health with the discovery, development and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management and improve gynecologic health outcomes for women. OVA1®plus combines our FDA-cleared products OVA1® and OVERA® to detect risk of ovarian malignancy in women with adnexal masses. ASPiRA GenetiXSM testing offers both targeted and comprehensive genetic testing options with a gynecologic focus. With over 10 years of expertise in ovarian cancer risk assessment ASPIRA has expertise in cutting-edge research to inform our next generation of products. Our focus is on delivering products that allow healthcare providers to stratify risk, facilitate early detection and optimize treatment plans.
Visit our website for more information about our products at www.aspirawh.com.
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Forward-Looking Statements
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding expected timing and receipt of proceeds from the State of Connecticut Department of Economic Development loan, expectations regarding the forgiveness of the PPP loan, anticipated use of capital and its effects and plans to begin offering COVID-19 antigen testing. These statements involve a number of risks and uncertainties. All statements other than statements of historical facts contained in this press release are forward-looking statements. Words such as “may,” “expects,” “intends,” “anticipates,” “believes,” “estimates,” “plans,” “seeks,” “could,” “should,” “continue,” “will,” “potential,” “projects” and similar expressions are intended to identify forward-looking statements. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties inherent in c business, including those described in the section entitled “Risk Factors” in ASPIRA’s Annual Report on Form 10-K for the year ended December 31, 2019, as supplemented by the section entitled “Risk Factors” in ASPIRA’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. The events and circumstances reflected in ASPIRA’s forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. ASPIRA expressly disclaims any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release, except as required by law.
Investor Relations Contact:
Ashley R. Robinson
LifeSci Advisors, LLC
Tel 617-535-7742
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Aspira Women’s Health Inc. |
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Condensed Consolidated Balance Sheets |
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(Amounts in Thousands, Except Share and Par Value Amounts) |
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(Unaudited) |
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June 30, |
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December 31, |
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2020 |
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2019 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
10,935 |
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$ |
11,703 | |||||||||||
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Accounts receivable |
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819 |
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924 | |||||||||||
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Prepaid expenses and other current assets |
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870 |
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758 | |||||||||||
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Inventories |
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66 |
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25 | |||||||||||
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Total current assets |
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12,690 |
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13,410 | |||||||||||
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Property and equipment, net |
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360 |
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353 | |||||||||||
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Other assets |
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41 |
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65 | |||||||||||
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Total assets |
$ |
13,091 |
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$ |
13,828 | |||||||||||
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ |
1,122 |
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$ |
1,158 | |||||||||||
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Accrued liabilities |
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2,459 |
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2,588 | |||||||||||
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Short-term debt |
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587 |
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193 | |||||||||||
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Other current liabilities |
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31 |
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39 | |||||||||||
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Total current liabilities |
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4,199 |
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3,978 | |||||||||||
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Non-current liabilities: |
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Long-term debt |
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1,615 |
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1,099 | |||||||||||
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Other non-current liabilities |
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10 |
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13 | |||||||||||
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Total liabilities |
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5,824 |
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5,090 | |||||||||||
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Commitments and contingencies |
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Stockholders’ equity: |
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Common stock, par value $0.001 per share, 150,000,000 shares authorized at June 30, 2020 and December 31, 2019; 100,525,090 and 97,286,157 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively |
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101 |
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97 | |||||||||||
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Additional paid-in capital |
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436,864 |
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430,802 | |||||||||||
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Accumulated deficit |
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(429,698) |
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(422,161) | |||||||||||
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Total stockholders’ equity |
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7,267 |
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8,738 | |||||||||||
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Total liabilities and stockholders’ equity |
$ |
13,091 |
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$ |
13,828 | |||||||||||
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Aspira Women’s Health Inc. |
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Condensed Consolidated Statements of Operations |
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(Amounts in Thousands, Except Share and Per Share Amounts) |
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(Unaudited) |
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenue: |
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Product |
$ |
743 |
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$ |
1,100 |
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$ |
1,953 |
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$ |
1,879 |
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Service |
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3 |
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42 |
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13 |
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66 |
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Total revenue |
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746 |
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1,142 |
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1,966 |
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1,945 |
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Cost of revenue(1): |
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Product |
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589 |
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698 |
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1,384 |
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1,214 |
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Service |
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4 |
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210 |
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9 |
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388 |
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Total cost of revenue |
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593 |
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908 |
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1,393 |
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1,602 |
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Gross profit |
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153 |
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234 |
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573 |
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343 |
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Operating expenses: |
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Research and development(2) |
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380 |
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225 |
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775 |
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434 |
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Sales and marketing(3) |
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1,733 |
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2,780 |
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3,848 |
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5,144 |
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General and administrative(4) |
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1,866 |
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1,534 |
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3,576 |
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2,789 |
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Total operating expenses |
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3,979 |
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4,539 |
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8,199 |
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8,367 |
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Loss from operations |
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(3,826) |
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(4,305) |
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(7,626) |
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(8,024) |
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Interest income (expense), net |
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1 |
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(2) |
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9 |
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5 |
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Other income (expense), net |
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(6) |
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(7) |
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80 |
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(11) |
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Net loss |
$ |
(3,831) |
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$ |
(4,314) |
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$ |
(7,537) |
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$ |
(8,030) |
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Net loss per share - basic and diluted |
$ |
(0.04) |
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$ |
(0.06) |
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$ |
(0.08) |
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$ |
(0.11) |
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Weighted average common shares used to compute basic and diluted net loss per common share |
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98,123,789 |
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76,205,894 |
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97,707,904 |
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75,860,411 |
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Non-cash stock-based compensation expense included in cost of revenue and operating expenses: |
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(1) Cost of revenue |
$ |
28 |
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$ |
21 |
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$ |
53 |
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$ |
37 |
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(2) Research and development |
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1 |
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2 |
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1 |
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4 |
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(3) Sales and marketing |
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43 |
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39 |
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85 |
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61 |
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(4) General and administrative |
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370 |
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351 |
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572 |
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495 |