AWRE 8-K
Aware Inc /Ma/ (AWRE)
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
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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).
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On June 13, 2025, Aware and Ajay K. Amlani, Aware’s President and Chief Executive Officer, entered into an Amendment to Employment Agreement (the “Amendment”). Pursuant to the Amendment, Mr. Amlani and Aware agreed that Mr. Amlani’s base salary for the period from January 1, 2026 through December 31, 2027 will be paid 25% in cash and 75% in restricted stock units of the Company. Accordingly, on March 13, 2025, Aware granted Mr. Amlani an award of restricted stock units with a grant date fair value of $600,000 and representing the right to receive 354,600 shares of common stock of Aware. Such restricted stock units will vest in twenty-four equal monthly installments on the 16th day of each month with the first vesting to occur on January 16, 2026 and with the final vesting to occur on December 16, 2027.
A copy of the Amendment is attached as Exhibit 10.1 to this Report. The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report:
(d) EXHIBITS.
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10.1 |
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104 |
Cover Page Interactive Data File (embedded within XBRL document) |
SIGNATURE
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.
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AWARE, INC. |
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Dated: June 16, 2025 |
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By: |
/s/ David K. Traverse
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David K. Traverse |
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Chief Financial Officer |
EHIBIT 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of June 13, 2025 (the “Effective Date”), by and between Aware, Inc., a Massachusetts corporation with its principal offices located at 76 Blanchard Road, Burlington, Massachusetts 01803 (together with its successors and assigns, the "Company"), and Ajay Amlani (the "Executive").
WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of February 3, 2025, which was amended on March 13, 2025 (as amended, the “Employment Agreement”);
WHEREAS, pursuant to the Employment Agreement, the Executive is entitled to a Base Salary of $400,000 per annum;
WHEREAS, the Executive and the Company would like the Company to pay the Base Salary for each of 2026 and 2027 (a) 25% in cash ($100,000) and (b) 75% in restricted stock units of the Company (totaling $300,000 in value);
WHEREAS, in order to effect the foregoing, the Company plans immediately after the signing of this Amendment to grant the Executive an award of restricted stock units with a fair value of $600,000 based on the average closing price of the Company’s common stock as reported by Nasdaq on the five consecutive trading days ending on the Effective Date;
WHEREAS, the average closing price of the Company’s common stock as reported by Nasdaq on the five consecutive trading days ending on the Effective Date is $1.692, which means the Company will grant the Executive an award of restricted stock units for 354,600 shares of common stock of the Company (the “RSU Award”), representing a fair value of $600,000 (354,600 shares x $1.692 = $600,000);
WHEREAS, the RSU Award will vest in equal monthly installments during the period January 1, 2026 through December 31, 2027 as set forth herein; and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement to accomplish the foregoing on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.
EXECUTIVE |
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AWARE, INC. |
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/s/ Ajay K. Amlani |
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By: |
/s/ Brian D. Connolly |
Ajay K. Amlani |
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Brian D. Connolly |
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