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): May 9, 2023
Aspira Women’s Health Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-34810 | 33-0595156 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
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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 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2023, Aspira Women’s Health Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on the record date for the Annual Meeting, there were 124,943,144 shares of the Company’s common stock, par value $0.001 per share, issued and outstanding and entitled to vote. There were 90,549,710 shares present in person or by proxy at the Annual Meeting, constituting a quorum. The final voting results were as follows:
Proposal 1: Election of Directors
The Company’s stockholders elected each of the Company’s six nominees for director for a one-year term expiring at the Company’s 2024 annual meeting of stockholders and until their successors are elected and qualified, as set forth below:
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NOMINEE | FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
Stefanie Cavanaugh | 64,268,580 | 117,213 | 174,621 | 25,989,296 |
Celeste R. Fralick, Ph.D. | 63,878,850 | 506,961 | 174,603 | 25,989,296 |
Jannie Herchuk | 64,228,284 | 157,516 | 174,614 | 25,989,296 |
Veronica G.H. Jordan, Ph.D. | 64,178,967 | 151,756 | 229,691 | 25,989,296 |
Lynn O’Connor Vos | 64,118,924 | 211,799 | 229,691 | 25,989,296 |
Nicole Sandford | 63,947,381 | 388,422 | 224,611 | 25,989,296 |
Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2023, as set forth below:
,736,442 |
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FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
63,655,696 | 660,612 | 244,106 | 25,989,296 |
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers
The Company’s stockholders advised that they were in favor of holding future advisory votes on the compensation of the Company’s named executive officers every [one] year, as set forth below:
,7360 |
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1 YEAR | 2 YEARS | 3 YEARS | ABSTENTIONS |
63,802,813 | 114,034 | 430,832 | 212,735 |
Based on the voting results on Proposal 3 and its consideration of the appropriate voting frequency for the Company at this time, the Company’s Board of Directors determined that the Company shall hold an advisory vote on the compensation of the Company’s named executive officers every [one] year, until the next advisory vote on the frequency of stockholder votes on executive compensation.
Proposal 4: Approval of an Amendment to the Aspira Women’s Health Inc. 2019 Stock Incentive Plan
The Company’s stockholders approved an amendment to the Company’s 2019 Stock Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock authorized to be granted under the 2019 Plan by 5,000,000 shares and increase the maximum number of awards that may be granted as incentive stock options under the 2019 Plan to a total of 30,492,283 shares,
as set forth below:
0,540,495 |
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FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
63,459,799 | 860,717 | 239,898 | 25,989,296 |
Proposal 5: Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of the Company’s Outstanding Common Stock
The Company’s stockholders approved a proposed amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of between one-for-ten and one-for-twenty, which such ratio will be selected at the sole discretion of the Company’s Board of Directors at any whole number in the above range, as set forth below:
4,976 |
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FOR | AGAINST | ABSTENTIONS |
87,896,112 | 2,616,413 | 37,185 |
Proposal 6: Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, as set forth below:
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FOR | AGAINST | ABSTENTIONS |
90,120,184 | 178,970 | 250,556 |
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.
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Date: May 10, 2023 | By: | /s/ Nicole Sandford |
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| Nicole Sandford
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| President, Chief Executive Officer
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