アウエアの適時開示・重要契約・その他

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): March 13, 2025

AWARE, INC.

(Exact name of registrant as specified in its charter)

    Massachusetts

    000-21129

    04-2911026

    (State or other jurisdiction
of incorporation)

    (Commission
File Number)

    (IRS Employer
Identification No.)

   

76 Blanchard Road, Burlington, MA, 01803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 687-0300

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
Symbol
 
    Name of Each Exchange
on Which Registered

    Common Stock, par value $.01 per share

    AWRE

    The Nasdaq Global 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 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 March 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 March 16, 2025 through December 31, 2025 will be paid 20% in cash and 80% 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 $253,333 and representing the right to receive 166,229 shares of common stock of Aware. Such restricted stock units will vest in nine equal monthly installments on the 16th day of each month with the first vesting to occur on April 16, 2025 and with the final vesting to occur on December 16, 2025.

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.


Number	Description

10.1	Amendment to Employment Agreement dated as of March 13, 2025 by and between Aware, Inc. and Ajay K. Amlani.

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.


	AWARE, INC.

Dated: March 17, 2025	By:	/s/ David K. Traverse
		David K. Traverse
		Chief Financial Officer

EX-10.1 2 awre-ex10_1.htm EX-10.1 EX-10.1

EHIBIT 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into as of March 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 K. Amlani (the "Executive").

WHEREAS, the Company and the Executive entered into an Employment Agreement dated as of February 3, 2025 (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’s pro-rated Base Salary from March 16, 2025 through December 31, 2025 is $316,666.67 (the “2025 Pro-Rated Salary”);

WHEREAS, the Executive and the Company would like the Company to pay the 2025 Pro-Rated Salary (a) 20% in cash (totaling $63,333) and (b) 80% in restricted stock units of the Company (totaling $253,333 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 $253,333.34 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 $1.524, which means the Company will grant the Executive an award of restricted stock units for 166,229 shares of common stock of the Company (the “Restricted Stock Award”), representing a fair value of $253,333;

WHEREAS, the Restricted Stock Award will vest in equal monthly installments during the period March 16, 2025 through December 31, 2025 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:

Definitions. Capitalized terms used herein but not defined herein shall be given the respective meanings given to such terms in the Employment Agreement.

Payment of 2025 Pro-Rated Salary. Section 2.1 of the Employment Agreement is amended by adding the following sentence to the end of such Section: “During the Term, for the period from March 16, 2025 through December 31, 2025, the Company shall pay the Executive the Base Salary (a) 20% in cash and (b) the remainder with a grant of restricted stock units of common stock of the Company having a fair market value on the date of grant of $253,333 and with such restricted stock units vesting in 9 equal monthly installments on the 16th day of each month with the first vesting to occur on April 16, 2025 and with the final vesting to occur on December 16, 2025.”

Clarification on Severance. In the event the Executive is entitled to severance under either Section 4.2 or Section 5.1 of the Employment Agreement, (a) any severance tied to “Base Salary” shall be paid in cash and (b) there shall be no accelerated vesting of the Restricted Stock Award.

General Terms.

4.1.

Entire Agreement. This Amendment and the Employment Agreement and the documents referred to herein and therein constitute the entire agreement and understanding between the Company and the Executive, and supersede all prior negotiations, agreements, arrangements, and understandings, both written or oral, between the Company and the Executive with respect to the subject matter of this Amendment and the Employment Agreement.

4.2.

Waiver or Amendment.

(a)

The waiver by either party of a breach or violation of any term or provision of this Amendment by the other party shall not operate or be construed as a waiver of any subsequent breach or violation of any provision of this Amendment or of any other right or remedy.

(b)

No provision in this Amendment may be amended unless such amendment is set forth in a writing that specifically refers to this Amendment and is signed by the Executive and the Company.

4.3.

Counterparts. This Amendment may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be deemed to be one and the same instrument.

4.4.

Authority to Execute. The undersigned representative of the Company represents and warrants that he has full power and authority to enter into this Amendment on behalf of the Company, and that the execution, delivery and performance of this Amendment have been authorized by the Board. Upon the Executive's acceptance of this Amendment by signing and returning it to the Company, this Amendment will become binding upon the Executive and the Company.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.


EXECUTIVE		AWARE, INC.
/s/ Ajay K. Amlani Ajay K. Amlani		By: /s/ Brian D. Connolly Brian D. Connolly