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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 20, 2024
Aspira Women’s Health Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34810 | 33-0595156 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 12117 Bee Caves Road, Building III, Suite 100, Austin, Texas | 78738 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (512) 519-0400
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(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.001 per share | AWH | Nasdaq Capital 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2024, Aspira Women’s Health Inc. (the “Company”) entered into an amendment (the “Hombeck Amendment”) to its employment agreement with Torsten Hombeck, the Company’s Chief Financial Officer (as amended by the Hombeck Amendment, the “Hombeck Agreement”). The Hombeck Amendment commenced on March 13, 2024 and shall continue until March 31, 2025 (the “Hombeck Amendment Term”). Pursuant to the terms of the Hombeck Amendment, Mr. Hombeck will be eligible for a bonus of up to $50,000 upon the closing of one or more equity or debt financing transactions that result in total aggregate net proceeds to the Company of $3,000,000 or more during the Hombeck Amendment Term. The bonus will increase to $100,000 upon the aggregate closing of one or more equity, debt or other financing transactions that result in total net proceeds to the Company of $5,000,000 or more during the Hombeck Amendment Term.
Mr. Hombeck is eligible for an additional cash bonus, which amount is to be determined by the Compensation Committee of the Board of Directors, for performance related to the closing of any additional non-dilutive cash generating transactions entered into during the Hombeck Amendment Term. Any such pro rata bonuses will be payable to Mr. Hombeck within 30 days of receipt of proceeds by the Company (but in any event no later than March 31, 2025).
The foregoing description of the Hombeck Amendment is qualified in its entirety by reference to the full text of the Hombeck Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description |
|
| 10.1 | First Amendment to Employment Agreement between Aspira Women’s Health Inc. and Torsten Hombeck, dated March 20, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 hereunto duly authorized.
| ASPIRA WOMEN’S HEALTH INC. | ||||||
| Date: March 22, 2024 | By: | /s/ Torsten Hombeck |
||||
| Torsten Hombeck | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
FIRST AMENDMENT
TO
Employment Agreement
This FIRST AMENDMENT (the “Amendment”), dated as of March 20, 2024 (“Amendment Date”), to the Employment Agreement (the “Employment Agreement”), dated May16, 2023 (“Effective Date”), is made by and among Torsten Hombeck (“Executive”) and Aspira Women’s Health Inc., for itself and on behalf of its wholly owned affiliates (collectively “Aspira” or “Company”).
RECITALS
A. Aspira is dedicated to the development of novel diagnostic and bio-analytical solutions that help physicians diagnose, gynecologic diseases.
B. Company desires to amend the Employment Agreement for Executive.
NOW, THEREFORE, in consideration of these premises and the covenants set forth below, and for good and valuable consideration, Executive and Company hereby amend the Agreement as follows:
AGREEMENT
1. The parties acknowledge and agree that the First Amended Agreement shall commence on March 13, 2024 and shall continue until March 31, 2025 (“First Amendment Term”).
2. The Agreement is further amended to include the following new paragraph at the end of Section 2 (Compensation) of the Employment Agreement:
In addition, Executive will be eligible for a bonus of up to $50,000 upon the closing of one or more equity or debt financing transactions that result in total aggregate net proceeds to the Company of $3,000,000 or more during the First Amendment Term. The bonus will increase to $100,000 upon the aggregate closing of one or more equity, debt or other financing transactions that result in total net proceeds to the Company of $5,000,000 or more during the First Amendment Term.
By way of example, if Executive raises $3,000,000, in Transaction 1, he shall receive $50,000. If Executive raises another $3,000,000, in a separate and independent Transaction 2, for an aggregate raise of $6,000,000, then he shall instead receive a one-time aggregate total of $100,000 for both Transactions 1 and 2.
Executive is eligible for an additional cash bonus, which amount is to be determined by the Compensation Committee of the Board of Directors, for performance related to the closing of any additional non-dilutive cash generating transactions entered into during the First Amendment Term (collectively, “Bonuses”). Any such pro rata Bonuses will be payable to Executive within 30 days of receipt of proceeds by the Company (but in any event no later than March 31, 2025). Proceeds from facilities or transactions that either existed or occurred prior to the first day of the First Amendment Term are not eligible for the Bonuses under this provision. In case of a Change of Control (as defined in the Employment Agreement) the Executive is eligible to the full Bonuses under this provision and such Bonuses will be payable to Executive within 30 days of entering into definite agreements related to a Change of Control.
3. Except as specifically amended hereby, all other terms and provisions of the Employment Agreement remain in full force and effect.
4. This Amendment may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of executed counterparts of this Amendment or of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Amendment, and such counterparts may be used in lieu of the original for all purposes.
[Signature page to follow]
IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.
| Torsten Hombeck | ASPIRA WOMEN’S HEALTH INC. | |||||||
| By: | /s/ Torsten Hombeck | By: | /s/ Nicole Sandford | |||||
| Name: | Torsten Hombeck | Name: | Nicole Sandford | |||||
| Title: | Chief Financial Officer | Title: | Chief Executive Officer | |||||