8-K

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

Date of Report (date of earliest event reported): June 29, 2022

AWARE, INC.

(Exact name of registrant as specified in its charter)

40 Middlesex Turnpike, Bedford, MA, 01730

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 276-4000

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

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.

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.

(d) Exhibits

The following exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K.

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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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EX-99.1

Exhibit 99.1

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 registeredtrademark of Aware, Inc.