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): September 7, 2023
Aspira Women’s Health Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34810 | 33-0595156 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 12117 Bee Caves Road, Building III, Suite 100, Austin, Texas | 78738 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (512) 519-0400
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:
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | AWH | Nasdaq Capital Market |
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2023, Dr. Ryan Phan, the Chief Scientific and Operating Officer of Aspira Women’s Health Inc., (the “Company), notified the Company that he will resign from these roles with the Company effective September 15, 2023. Effective September 16, 2023, Dr. Phan will transition to an advisory role at the Company, pursuant to an amended consulting agreement, dated September 7, 2023, (the “Agreement”), between Dr. Phan and the Company.
Under the Agreement, Dr. Phan will provide the Company with advice on clinical and scientific programs, as well as on regulatory requirements for clinical lab regulations. He will also continue to serve as the Company’s lab medical director through January 15, 2024. Under the Consulting Agreement, Dr. Phan will be entitled to receive $20,000 per month, prorated for partial months.
In addition, the Consulting agreement also provides that (i) options granted during Dr. Phan’s service to the Company, including during the time period during which he is performing services for the Company under the Consulting Agreement, will accrue and vest through January 15, 2024 and (ii) Dr. Phan will have until September 15, 2025 to exercise any vested options.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Amended Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Amended Consulting Agreement between Aspira Women’s Health Inc. and NuPath, LLC |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
ASPIRA WOMEN’S HEALTH INC.
Date: September 12, 2023By: /s/ Torsten Hombeck
Torsten Hombeck
Chief Financial Officer
2023-09-12 8K Ex 101
Exhibit 10.1
AMENDED CONSULTING AGREEMENT
This FIRST AMENDMENT (“Amendment”), effective as of September 16, 2023 (“Amendment Date”), to the Consulting Agreement (this “Agreement”), dated April 22, 2022 (“Effective Date”), is made by and among NuPath LLC and Ryan Phan (collectively, “NuPath”) and Aspira Women’s Health Inc., for itself and on behalf of its wholly owned affiliates (collectively “Aspira” or “Company”). The terms set forth herein shall supersede and replace in entirety the terms of employment set forth in that certain Employment Agreement between the Parties, dated May 3, 2022, as well as the Consulting Agreement between the Parties, dated April 26, 2022.
RECITALS | A. Aspira is dedicated to the discovery, development, and utilization of novel, high- value diagnostic and bio-analytical solutions and aids that help physicians diagnose, treat, and improve gynecologic health outcomes for women. | | --- | | B. Company desires to engage NuPath as a consultant for its Scientific Research & Development and Lab Operations. | | --- | NOW, THEREFORE, in consideration of these premises and the covenants set forth below, and for good and valuable consideration, NuPath and Company hereby amend the Agreement as follows:
AMENDMENT | 1. The parties acknowledge and agree that the First Amended Agreement shall commence on the Amendment Date and shall continue until January 15, 2024 (“Extended Term”). | | --- | | 2. The Agreement is further amended to include the following Exhibit A. | | --- | | 3. The Agreement is additionally amended to expressly forgive the $50,000 retention bonus, attached here as Exhibit C, so long as Consultant remains through December 31, 2023. | | --- | | 4. Except as specifically amended hereby, all other terms and provisions of the Agreement remain in full force and effect. | | --- |
| 5. This Amendment may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of executed counterparts of this Amendment or of signature pages<br> <br><br><br><br> 1<br><br><br> <br><br> <br> |
|---|
Exhibit 10.1
| by facsimile or other electronic transmission shall constitute effective execution and delivery of this Amendment, and such counterparts may be used in lieu of the original for all purposes. |
|---|
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.
| | | | --- | --- | | ASPIRA WOMEN’S HEALTH INC. | | | a Delaware corporation | | | By: | /s/ Minh Hoang Merchant | | Name: | Minh Hoang Merchant | | Title: | General Counsel | | Address: | 35 Nutmeg Dr. Ste 260 | | | Trumbull, CT 06611 | | | | | CONSULTANT: NuPath LLC | | | By: | /s/ Ryan Phan | | Name: | Ryan Phan | | Title: | Consultant | | Address: | Consultant |
2
Exhibit 10.1
EXHIBIT A
TO THE
AMENDED CONSULTING AGREEMENT
SERVICES AND COMPENSATION
Services: Provide strategic advice to Aspira’s Clinical Lab Operation and Research & Development Programs, including without limitation, to the following: | 1. | Continue to serve as the CLIA lab medical director for Aspira Lab, Inc to Jan 15, 2024. | | --- | --- | | 2. | Advise regarding clinical and scientific programs. | | --- | --- | | 3. | Advise regarding regulatory requirements for clinical lab regulations. | | --- | --- |
Compensation: In consideration of Consultant’s performance of the Services from September 16, 2023, through January 15, 2024, Aspira agrees to pay $20,000each month, pro rata for partial months, for services rendered. Payment for Consultant’s invoices will be paid no later than thirty (30) days after receipt.
Option Shares: Consultant shall continue to vest the employment options as scheduled during the services provided under the terms of this Agreement, and the exercise period for any option shares shall extend for one (1) year from the last date of service as a full time employee, up to Sept. 15, 2025.
Expense Reimbursement: Consultant shall be reimbursed for all reasonable and actual expenses, in accordance with Aspira’s Travel & Expense policy (to be provided to Consultant prior to commencement of services).
3
Exhibit 10.1
EXHIBIT B
LIST OF PRIOR INVENTIONS EXCLUDED UNDER SECTION 4(b)
| | | | | --- | --- | --- | | Title | Date | Identifying Number or Brief Description |
If no inventions, improvements, or original works of authorship are listed, I hereby represent that I have none to disclose.
For avoidance of doubt, this Agreement excludes any invention of the advisor (Ryan Phan) for any creations outside the scope of the Agreement and after September 15, 2023, and specifically excludes all inventions that were demonstrably not created using, relying on, incorporating or derived from Aspira resources, and trade secrets.
Additional sheets attached
| | | | --- | --- | | Signature of Consultant: | /s/ Ryan Phan | | Print Name of Consultant: | Ryan Phan | | Date: | 9/7/2023 |
4
Exhibit 10.1
EXHIBIT C
TO THE
AMENDED CONSULTING AGREEMENT:
5
Exhibit 10.1
March 30, 2023
Ryan Phan
Re: Retention Bonus Letter via email: rphan@aspirawh.com
Dear Ryan,
Congratulations and thank you for your many contributions to the mission of Aspira. To show our appreciation for your work, Aspira is rewarding you with a special $50,000 retention bonus upon your acceptance and return signature. You will receive this amount, less withholding taxes, before April 15, 2023. You will, however, be required to return this amount to Aspira if you voluntarily leave the company prior to December 31, 2023.
Thank you for your continued commitment to Aspira, and for your many contributions.
Sincerely,
/s/ Nicole Sandford
Nicole Sandford
President and CEO
Accepted and agreed to: | | | | | --- | --- | --- | | | | | | /s/ Ryan Phan | 03/31/2023 | 03/31/2023 | | Signature | Sign/Date | Start Date |
6