AWHL 8-K/A
Aspira Women's Health Inc. (AWHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Explanatory Note
On December 23, 2025, Aspira Women’s Health Inc. (“Aspira”) disclosed that we had entered into a Laboratory Services Agreement (the “Agreement”) with Mayo Collaborative Services, Inc., d/b/a Mayo Clinic Laboratories (“Mayo”), effective as of December 16, 2025.
The Agreement was not filed at the time of the 8-K filing as Aspira was still finalizing appropriate redactions of certain information that is private or confidential.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | | Description |
10.1 |
| Laboratory Services Agreement, dated as of December 16, 2025 |
104 | Cover Page Interactive Data File (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 thereunto duly authorized.
Dated: March 25, 2026
| ASPIRA WOMEN’S HEALTH INC. | |
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| By: | /s/ Brian Hungerford |
| Name: | Brian Hungerford |
| Title: | Chief Financial Officer |
Certain confidential information contained in this exhibit have been omitted by means of redacting a portion of the text and replacing it with [REDACTED], pursuant to Regulation S-K Item 601(b)(10) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is: (i) not material; and (ii) the registrant treats such information as private or confidential
THIS LABORATORY SERVICES AGREEMENT (“Agreement”) shall be effective on the 16th day of December, 2025, (“Effective Date”), by and between MAYO COLLABORATIVE SERVICES, INC., D/B/A MAYO CLINIC LABORATORIES on its behalf and on behalf of affiliates under the control of Mayo Clinic (collectively “Mayo”), a Delaware corporation with offices at 3050 Superior Drive NW, Rochester, MN 55905, and Aspira Women’s Health, Inc. (“Company”), with offices at 12117 Bee Caves Road, Building III, Suite 100, Austin, TX 78738.
RECITALS
WHEREAS, Mayo operates a clinical laboratory to benefit the clients and patients it serves and requires the services of a qualified reference laboratory that is capable of furnishing certain esoteric laboratory services that Mayo is unable to perform in its own laboratory, as more particularly described herein.
WHEREAS, Company operates a licensed clinical laboratory and is capable of furnishing high quality reference testing services.
WHEREAS, Mayo desires to engage Company to provide the Reference Testing Services (as defined herein) according to the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
| 1. | Services. |
Company shall provide Mayo with [REDACTED] days’ prior written notice of any updates or changes to test information (excluding the Fees (as defined herein) which are governed by Section 2.01), including but not limited to changes in testing methodology, test procedures, performed tests, reference ranges, updates to test names, CPT codes, and turnaround times. Mayo reserves the right to terminate the Agreement upon [REDACTED] days written notice to Company if such change is unacceptable to Mayo.
Mayo may cancel an order for a test by providing notice of cancellation to Company, which may be provided verbally (if verbal, cancellations must be called into [REDACTED] or by email (if email, cancellations must be sent to [REDACTED]). If notice of cancellation is received by Company prior to test set-up, Mayo will not be charged for the test. If notice of cancellation is received after test set-up, Mayo will be charged for the test. If Company cannot analyze specimens because of improper collection or degradation in transit or is unable to obtain satisfactory test results, Company will promptly notify Mayo and Company will not charge Mayo. If a test is temporarily unavailable, Company shall notify Mayo as soon as possible and, for receipted specimens, Company shall not refer any test requested by Mayo to a third-party provider but shall work with Mayo to determine an acceptable solution. If Company, in error, sends any Mayo specimens to a third-party provider, Mayo shall not be charged for any resulting testing. Should Company receive any specimens intended for delivery to another referral lab, Company shall notify Mayo immediately of such misdelivery, and Company shall maintain the
confidentiality of all patient information associated with the specimen. The parties shall work together in good faith to determine appropriate handling. Company shall take all reasonable measures to preserve the integrity of the specimen until the situation is resolved.
[REDACTED].
| 2. | Mayo’s Obligations. |
| 3. | [REDACTED]. |
| 3.02 | [REDACTED. |
| a. | [REDACTED]. |
| b. | [REDACTED]. |
| 4. | Confidentiality; Data. |
| a. | Confidential Information shall not be subject to these terms if: (i) it is in the public domain at the time of disclosure, or enters the public domain without breach of this Agreement; (ii) it is known prior to the disclosure; (iii) is independently developed without reference to or use of the Confidential Information, as established by competent |
| proof; (iv) it is obtained in good faith from a third party not under obligation of confidentiality to either party; or (v) it is the subject of a court or government agency order to disclose any of the Confidential Information, provided the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure to allow the disclosing party to seek a protective order or contest such order if permitted. In the event that a protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions hereof, the receiving party agrees to furnish only that portion of the Confidential Information which is legally required to be furnished. |
| b. | Upon termination of this Agreement for any reason, each party shall cease all use of any of the other party’s Confidential Information and shall return to the other party or destroy any copies thereof. |
| 4.02 | Patient Information. |
| a. | The parties shall abide by all federal and state law with respect to maintaining the confidentiality of patient specimens or health information received by Company from Mayo or any laboratory testing results derived therefrom (“Patient Information”). The parties agree to comply with the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). The parties agree that each is a “covered entity” as that term is defined in HIPAA and that each party will reasonably cooperate with the other to permit the ongoing compliance of each party with the requirements of HIPAA. |
| b. | [REDACTED]. |
| c. | [REDACTED]. |
| d. | [REDACTED]. |
| 5. | Term and Termination. |
| a. | By mutual agreement of Company and Mayo. |
| b. | Upon a material breach of this Agreement, by the non-breaching party giving the breaching party written notice not less than [REDACTED] days in advance of the intended date of termination, provided that the breaching party has [REDACTED] days to remedy the breach. |
| c. | By either party, without cause, and upon at least [REDACTED] days prior written notice to the other party. |
| 6. | Miscellaneous. |
If to Company:
Aspira Women’s Health
Attn: [REDACTED]
12117 Bee Caves Road
Building III, Suite 100
Austin, TX 78738
With a copy to legal counsel for Company, which shall not constitute notice:
Robinson + Cole, LLP
Attn: [REDACTED]
111 Washington Ave, 3rd Fl
Albany, NY 12210
Email: [REDACTED]
If to Mayo:
Mayo Collaboratives Services, Inc.
Attn: [REDACTED]
3050 Superior Drive NW
Rochester, MN 55905
With a copy to:
Mayo Clinic
Attn: [REDACTED]
200 1st Street SW
Rochester, MN 55905
With a copy to:
[REDACTED]
[Signature page follows]
[Type here]
These terms are agreed to and accepted by the undersigned authorized representatives as of the Effective Date.
MAYO COLLABORATIVE SERVICES, INC., D/B/A MAYO CLINIC LABORATORIES | | ASPIRA WOMEN’S HEALTH INC. | |||||
By: | /s/ Mary Jo Williamson | | By: | /s/ Mike Buhle | |||
Print Name: | Mary Jo Williamson | | Print Name: | Mike Buhle | |||
Title: | MCAO, MCS | | Title: | CEO | |||
Date: | 12/16/2025 | | Date: | 12/16/2025 | |||
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EXHIBIT A
FEE SCHEDULE
Test | Test Code | Price |
Ova1Plus | VDS-125 | [REDACTED] |
OvaWatch | VDS-130 | [REDACTED] |