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
Dateof Report (Date of earliest event reported): May 19, 2025
AspiraWomen’s Health Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-34810 | 33-0595156 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 12117 Bee Caves Road, Building III, Suite 100, Austin, Texas | 78738 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’stelephone 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securitiesregistered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | AWH | Nasdaq<br> 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 2.02 | Results of Operations and Financial Conditions. |
|---|
On May 19, 2025, Aspira Women’s Health Inc. (the “Company”) issued a press release reporting financial results for the three months ended March 31, 2025. 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 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release issued by Aspira Women’s Health on May 19, 2025 |
| 104 | Cover<br> 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<br> WOMEN’S HEALTH INC. | ||
|---|---|---|
| Date:<br> May 19, 2025 | By: | /s/ Michael Buhle |
| Michael<br> Buhle | ||
| Chief<br> Executive Officer |
Exhibit99.1
AspiraAnnounces First Quarter 2025 Financial Results and Provides Business Update
AUSTIN, Texas, May 19, 2025 (GLOBE NEWSWIRE) — Aspira Women’s Health Inc. (“Aspira”) (OTCQB: AWHL), an AI enhanced bio-analytics based women’s health company focused on delivering leading noninvasive gynecologic disease diagnostic and disease management tools, announced today its results of operations for the three-month period ended March 31, 2025. The Company also reported early progress under its new leadership team. Key financial highlights for the quarter are summarized below:
| ● | Revenue Growth: The Company generated approximately $2.28 million of revenue for the quarter<br> ending March 31, 2025, compared to $2.15 million in the first quarter of 2024. The 5.9% increase<br> was primarily driven by select price increases implemented during the quarter. As a sales<br> productivity metric, the Company tracks revenues generated per full-time equivalent salesperson<br> (“FTE”). In the first quarter of 2025, the Company realized a 94% increase in<br> sales per FTE compared to the first quarter of 2024. This sharp improvement in sales productivity<br> is primarily attributed to changes in the market strategy implemented by the new executive<br> team. |
|---|
| ● | Gross Profit and Margin Improvement: Gross profit increased to approximately $1.6 million in<br> the first quarter of 2025, as compared to $1.2 million in the same period in 2024, representing<br> a 28.5% increase. Gross margins were 68.5%, as compared to 56.4% in the same quarter of the<br> prior year. The increase in gross profit and improved margins was due largely to the benefit<br> of a one-time reduction in accruals, as well as improved profitability of the OvaWatch^®^<br> product line. |
|---|---|
| ● | Reduction in Operating Expenses: Total operating expenses decreased to $4.8 million for the first<br> three months of 2025, compared to $5.9 million for the same period in the prior year, representing<br> a $1.1 million, or 19% decrease. The decrease was primarily due to a decrease in selling<br> expenses of $0.8 million, combined with a $0.4 million decrease in general and administrative<br> expenses. These savings were in part offset by a $0.1 million increase in research and development<br> expenses. The overall reduction in expenses was driven by the new executive team’s<br> commitment to strict cost controls and improved financial performance. |
| --- | --- |
| ● | Reduced Burn Rate: Cash used in operations was $3.1 million for the first quarter of 2025, as<br> compared to $4.4 million in the first quarter of 2024. This represents a 30% reduction in<br> operating cash burn for the quarter from the same period in the prior year. This improvement<br> is primarily due to the new leadership team’s focus on cost control and improved productivity. |
| --- | --- |
| ● | Improved Balance Sheet: The Company reported $3.8 million in current liabilities, of which $3.1<br> million was trade payables or accrued liabilities as of March 31, 2025. This represents $1.7<br> million, or a 30.1% decrease from the $5.5 million in current liabilities reported as of<br> December 31, 2024. The reduction was primarily the result of a $0.7 million reduction in<br> payables and a $0.8 million reduction in accrued liabilities, primarily related to payroll<br> and benefits. |
| --- | --- |
| ● | Liquidity: The Company increased its cash on hand to $3.3 million as of March 31, 2025, compared<br> to $1.8 million as of December 31, 2024. |
| --- | --- |
“My top priority in the first 90 days was to swiftly gain commercial-related efficiencies, reduce our operating expenses, reduce our outstanding liabilities, and strengthen our overall financial footing,” commented Mike Buhle, who was appointed Chief Executive Officer of Aspira in January 2025. He went on to say:
“In less than three months, we significantly improved sales productivity while increasing our gross profit by nearly 30%. We are confident we can continue to improve our margins in the coming quarters and remain energized by the strategic cost efficiencies we are implementing across our operating model.”
“In addition to improving our operational efficiencies, we remain focused on executing an aggressive research and development timeline for ENDOInform™. We remain committed to our R&D milestones and expect to provide material updates on this project by the end of 2025,” concluded Mr. Buhle.
AboutAspira Women’s Health Inc.
Aspira Women’s Health Inc. is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases. OvaWatch^®^ and Ova1Plus^®^ are offered to clinicians as OvaSuite^SM^. Together, they provide the only comprehensive portfolio of blood tests to aid in the detection of ovarian cancer risk for the 1.2+ million American women diagnosed with an adnexal mass each year.
OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1^®^ and Overa^®^, to assess the risk of ovarian malignancy in women with an adnexal mass planned for surgery.
Our in-development test pipeline will expand our ovarian cancer portfolio and address the tremendous need for non-invasive diagnostics for endometriosis, a debilitating disease that impacts millions of women worldwide. In ovarian cancer, we intend to combine microRNA and protein biomarkers with patient data to further enhance the sensitivity and specificity of our current tests. In endometriosis, we have developed the first-ever non-invasive test designed to identify endometriomas, one of the most commonly occurring forms of severe endometriosis. Through our ongoing endometriosis development program, we are combining microRNA and protein biomarkers with patient data, with the intent of identifying all endometriosis independent of disease location or severity.
Forward-LookingStatements
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties. Such forward-looking statements include statements regarding, among other things, the timing and completion of any products in the development pipeline and other statements that are predictive in nature, and whether the marketing of the OvaSuite portfolio will prove successful. Actual results could differ materially from those discussed due to known and unknown risks, uncertainties, and other factors. These forward-looking statements generally can be identified by the use of words such as “designed to,” “expect,” “plan,” “anticipate,” “could,” “may,” “intend,” “will,” “continue,” “future,” and other words of similar meaning and the use of future dates. These and additional risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission (SEC), including those factors identified as “Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Aspira presently does not know, or that Aspira currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Aspira’s expectations, plans, or forecasts of future events and views as of the date of this press release. Subsequent events and developments may cause the Company’s assessments to change. However, while Aspira may elect to update these forward-looking statements at some point in the future, Aspira expressly disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Aspira’s assessments of any date after the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
InvestorRelations Contact:
investors@aspirawh.com
| -2- |
| --- |
Aspira Women’s Health Inc.
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in Thousands, Except Share and Par Value Amounts)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 3,312 | $ | 1,769 | ||
| Accounts receivable, net of reserves of 0 | 1,100 | 990 | |||
| Prepaid expenses and other current assets | 719 | 1,098 | |||
| Inventories | 260 | 326 | |||
| Total current assets | 5,391 | 4,183 | |||
| Property and equipment, net | 56 | 69 | |||
| Right-of-use assets | 1,142 | 1,194 | |||
| Other assets | 127 | 45 | |||
| Total assets | 6,716 | $ | 5,491 | ||
| Liabilities and Stockholders’ Deficit | |||||
| Current liabilities: | |||||
| Accounts payable | 1,451 | $ | 2,173 | ||
| Accrued liabilities | 1,653 | 2,445 | |||
| Current portion of long-term debt | 231 | 229 | |||
| Short-term debt | 384 | 614 | |||
| Current maturities of lease liabilities | 72 | 7 | |||
| Total current liabilities | 3,791 | 5,468 | |||
| Non-current liabilities: | |||||
| Long-term debt | 1,219 | 1,278 | |||
| Non-current maturities of lease liabilities | 1,150 | 1,248 | |||
| Warrant liabilities | 616 | 60 | |||
| Total liabilities | 6,776 | 8,054 | |||
| Commitments and contingencies | |||||
| Stockholders’ (deficit) equity: | |||||
| Common stock, par value 0.001 per share, 200,000,000 and 200,000,000 shares authorized at March 31, 2025 and December 31, 2024, respectively; 35,230,098 and 17,407,120 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | 35 | 17 | |||
| Additional paid-in capital | 533,155 | 528,817 | |||
| Accumulated deficit | (533,250 | ) | (531,397 | ) | |
| Total stockholders’ deficit | (60 | ) | (2,563 | ) | |
| Total liabilities and stockholders’ deficit | 6,716 | $ | 5,491 |
All values are in US Dollars.
| -3- |
| --- |
Aspira Women’s Health Inc.
Condensed Consolidated Statements of Operations (unaudited)
(Amounts in Thousands, Except Share and Par Value Amounts)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2025 | 2024 | |||||
| Revenue: | ||||||
| Product | $ | 2,279 | $ | 2,153 | ||
| Total revenue | 2,279 | 2,153 | ||||
| Cost of revenue: | ||||||
| Product | 719 | 939 | ||||
| Total cost of revenue | 719 | 939 | ||||
| Gross profit | 1,560 | 1,214 | ||||
| Operating expenses: | ||||||
| Research and development | 973 | 906 | ||||
| Sales and marketing | 1,086 | 1,889 | ||||
| General and administrative | 2,741 | 3,129 | ||||
| Total operating expenses | 4,800 | 5,924 | ||||
| Loss from operations | (3,240 | ) | (4,710 | ) | ||
| Other income, net: | ||||||
| Change in fair value of warrant liabilities | 921 | 251 | ||||
| Change in fair value of convertible notes | 170 | - | ||||
| Loss upon issuance of Convertible Notes carried at fair value | (1,198 | ) | - | |||
| Interest expense, net | (14 | ) | (5 | ) | ||
| Other income (expense), net | 1,508 | (165 | ) | |||
| Total other income, net | 1,387 | 81 | ||||
| Net loss | $ | (1,853 | ) | $ | (4,629 | ) |
| Net loss per share - basic and diluted | $ | (0.09 | ) | $ | (0.39 | ) |
| Weighted average common shares used to compute basic and diluted net loss per common share | 21,590,573 | 11,846,075 |
| -4- |
| --- |