Aware Inc 8-K, filed Jul 6, 2022
Aware Inc (AWRE)
About this 8-K
Aware Inc filed this 8-K on July 6, 2022, reporting on events of June 29, 2022.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 |
Name of Each Exchange on Which Registered | ||
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 2.01. | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
On June 29, 2022, Aware, Inc. (“Aware”) completed the previously announced sale of the property it owned located at 40 Middlesex Turnpike, Bedford, Massachusetts (the “Property”) to FDS Bedford, LLC (the “Purchaser”) pursuant to a Purchase and Sale Agreement dated as of April 26, 2021 (the “Purchase Agreement”), as amended by a First Amendment to Agreement of Purchase and Sale dated August 6, 2021, a Second Amendment to Agreement of Purchase and Sale dated September 30, 2021, a Third Amendment to Agreement of Purchase and Sale dated November 15, 2021, a Fourth Amendment to Agreement of Purchase and Sale dated December 1, 2021, and a Fifth Amendment to Agreement of Purchase and Sale dated March 30, 2022.
Aware will receive proceeds from the sale of $8.9 million, including the release of $0.3 million that the Purchaser had previously deposited into an escrow account when the transaction is on record at the Registry of Deeds. At the closing of the sale, Aware will pay brokerage commissions of $0.3 million. Aware is entitled to continue to occupy the Property through September 3, 2022.
There are no material relationships between Aware and the Purchaser or any of their respective affiliates, directors, officers, or associates, other than in respect of the transactions described above.
The foregoing descriptions are not intended to be complete descriptions of the Purchase Agreement or the transactions contemplated therein and are qualified in their entirety by reference to the full text of the Purchase Agreement and its amendments, copies of which are incorporated by reference as Exhibits 10.1 through 10.6 hereto.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On July 6, 2022 Aware issued a press release regarding the completion of the sale of the Property. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
The following exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K.
- 2 -
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.
| AWARE, INC. | ||||||
| Dated: July 6, 2022 | By: | /s/ David B. Barcelo | ||||
| David B. Barcelo | ||||||
| Chief Financial Officer | ||||||
- 3 -
Exhibit 99.1
| Company Contact Gina Rodrigues Aware, Inc. 781-276-4000 grodrigues@aware.com |
Investor Contact Matt Glover and Sophie Pearson Gateway Group, Inc. 949-574-3860 AWRE@gatewayir.com |
Aware Bolsters Balance Sheet with $8.85 Million in Cash Proceeds from Bedford, MA Building Sale
BEDFORD, MASS. – July 6, 2022 – Aware, Inc. (NASDAQ: AWRE), a leading authentication company applying proven and trusted adaptive authentication to solve everyday business challenges with biometrics, has received $8.85 million in cash proceeds from the previously announced sale of its outdated building located in Bedford, MA. In April 2022, the Company leased a more modern building in Burlington, MA and plans to occupy the building before year end.
“As previously announced, we have closed our transaction with FDS Bedford, LLC for $8.85 million,” said David Barcelo, chief financial officer of Aware. “Netting more than $8 million after transaction-related expenses, Aware’s robust balance sheet continues to grow and provides us with additional flexibility to pursue both organic growth and strategic investment opportunities. We are excited about the additional capital as we continue to execute our multipronged strategy to transform into a subscription-based SaaS platform company.”
For additional details regarding the building sale, please refer to the Form 8-K filed on July 6, 2022 with the Securities and Exchange Commission.
About Aware
Aware is a global authentication company that validates and secures identities using proven and trusted adaptive biometrics. Aware’s software and software-as-a-service offerings address the growing challenges that government and commercial enterprises face in knowing, authenticating and securing individuals through frictionless and highly secure user experiences. Aware’s algorithms are based on the most diverse data sets in the world and can be tailored to the unique security and requirements of each customer. The company empowers users to have control over identities through clear, intuitive opt-in/opt-out features, helping them feel secure and improving their lives. Aware is a publicly held company (Nasdaq: AWRE) based in Bedford, Massachusetts. To learn more, visit https://www.aware.com or follow Aware on Twitter @AwareBiometrics.
Safe Harbor Warning
Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties, such as our expectations regarding our new product. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements, including the risks that (i) current and prospective customers do not purchase our new product in the quantities that we expect and (ii) our new product does not perform as well as we expect because of errors, defects or bugs. We refer you to the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our annual report on Form 10-K for the fiscal year ended December 31, 2021 and other reports and filings made with the Securities and Exchange Commission.
###
Aware is a registered trademark of Aware, Inc.