AWHL 8-K
Aspira Women's Health Inc. (AWHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| | |||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation or organization) | File Number) | Identification No.) |
(Address of principal executive office) (Zip Code)
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(Registrants’ telephone number, including area code)
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:
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OTC QX 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, Aspira Women’s Health Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on the record date for the Annual Meeting, there were 43,500,411 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding and entitled to vote. There were 27,144,522 shares present in person or by proxy at the Annual Meeting, or 62.40%, constituting a quorum. The final voting results were as follows:
Proposal 1: Election of Directors
The Company’s stockholders elected each of the Company’s six nominees for director for a one-year term expiring at the Company’s 2026 annual meeting of stockholders and until their successors are elected and qualified, as set forth below:
NOMINEE |
| FOR |
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| AGAINST |
|
| ABSTENTIONS |
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| BROKER NON-VOTES |
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Ellen Beausang |
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| 5,989,004 |
|
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| 327,224 |
|
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| 34,689 |
|
|
| 16,569,699 |
|
Jeffrey Cohen, M.D. |
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| 5,990,548 |
|
|
| 325,667 |
|
|
| 34,702 |
|
|
| 16,569,699 |
|
John Fraser |
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| 6,278,119 |
|
|
| 38,109 |
|
|
| 34,689 |
|
|
| 16,569,699 |
|
Cynthia Hundorfean |
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| 5,991,040 |
|
|
| 325,188 |
|
|
| 34,689 |
|
|
| 16,569,699 |
|
Winfred Parnell, M.D. |
|
| 5,989,187 |
|
|
| 327,040 |
|
|
| 34,690 |
|
|
| 16,569,699 |
|
Jane Pine Wood | 5,983,931 | 332,046 | 34,940 | 16,569,699 | ||||||||||||
Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2026, as set forth below:
FOR |
|
| AGAINST |
|
| ABSTENTIONS |
|
| BROKER NON-VOTES |
| ||||
| 5,568,783 |
|
|
| 505,829 |
|
|
| 276,305 |
|
|
| 16,569,699 |
|
Proposal 3: Approval of an Amendment to the Aspira Women’s Health Inc. 2019 Stock Incentive Plan
The Company’s stockholders approved an amendment to the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock authorized to be granted under the 2019 Plan by 5,000,000 shares so that a total of 9,532,818 shares of common stock are authorized to be granted under the 2019 Plan, as set forth below:
FOR |
|
| AGAINST |
|
| ABSTENTIONS |
|
| BROKER NON-VOTES |
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| 5,654,497 |
|
|
| 624,233 |
|
|
| 72,187 |
|
|
| 16,569,699 |
|
Proposal 4: Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, as set forth below:
FOR |
|
| AGAINST |
|
| ABSTENTIONS |
|
| BROKER NON-VOTES |
| ||||
| 22,810,174 |
|
|
| 15,244 |
|
|
| 95,198 |
|
|
| 0 |
|
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 thereunto duly authorized.
Dated: June 17, 2026
| ASPIRA WOMEN’S HEALTH INC. | |
|
|
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| By: | /s/ John Strahley |
| Name: | John Strahley |
| Title: | Chief Financial Officer |