Restatement | NOTE 3: RESTATEMENT During its financial close process for the three and nine month ended September 30, 2023, the Company discovered an error in its accounting for certain warrants issued in August 2022 as part of its underwritten offering with William Blair & Company LLC, as more fully described below. The consolidated financial statements for the year ended December 31, 2022 and the unaudited interim financial statements for the three and nine months ended September 30, 2022 have been restated to reflect the correction of the error. Restatement Background Error in Accounting for Warrants The Company identified certain errors in the accounting for warrants (the “Warrants”) issued pursuant to the underwriting agreement with William Blair & Company LLC in August 2022 (the “2022 Underwriting Agreement”). Specifically, when calculating the issuance date fair value of the Warrants, the Company used assumptions in the Black Scholes Valuation calculation that were associated with the incorrect Warrant issuance date. The Company used the 2022 Underwriting Agreement date of August 22, 2022 instead of the Warrant issuance date per the Common Stock Purchase Warrant Agreement dated August 25, 2022. The incorrect date resulted in inaccurate market closing price, risk free interest rate, and stock price volatility assumptions used in the Black Scholes Valuation calculation. The initial calculation based upon the August 22, 2022 assumptions calculated a issuance date fair value of approximately $ 7,752,000 , whereas the updated calculation with the August 25, 2022 assumptions calculated a issuance date fair value of approximately $ 3,984,000 , which results in a difference of approximately $ 3,768,000 . The change in the initial fair value of the warrant liability resulted in an adjustment of previously reported change in fair value of warrant liabilities in the amount of $ 3,768,000 o n the consolidated statement of operations for the year ended December 31, 2022 , with a corresponding adjustment in consolidated statement of cash flows for the year December 31, 2022. Additionally, upon the initial recording of this transaction, total offering costs of $ 1,296,000 were allocated between expense included in the consolidated statements of operations and stockholders’ equity included in the consolidated balance sheets based on the percentage of the Warrant fair value of $ 7,752,000 and total gross proceeds of $ 9,000,000 . $ 1,117,000 of offering costs were initially allocated to the warrants and expensed immediately to general and administrative (“G&A”) expense instead of as a non-operating expense in the consolidated statements of operations and comprehensive loss, and the remaining offering costs had a net impact to stockholders’ equity of $ 179,000 . The updated allocation using the August 25, 2022 issuance date fair value of $ 3,984,000 resulted in a reallocation of offering costs of $ 543,000 from G&A to equity , and an adjustment of $ 574,000 from G&A expense to non-operating expense ; $ 574,000 of the offering costs are now expensed immediately as other income (expense) on the consolidated statements of operations for the year ended December 31, 2022 and offering costs of $ 543,000 are recorded in stockholders’ equity on the consolidated balance sheet as of December 31, 2022 . As a result of the change there was an adjustment in the presentation of the offering costs related to the warrant liability of $ 1,117,000 from cash flows used in operating activities to cash flows provided by financing activities on the Company’s consolidated statement of cash flows. Other Adjustments In addition to the errors identified above, the restated consolidated financial statements for the year ended December 31, 2022 also include adjustments to correct certain other immaterial errors. These errors, both individually and in the aggregate, had no material impact on earnings per share for the year ended December 31, 2022. Errors in Accounting for Stock-Based Compensation The Company identified an error in accounting for its stock-based compensation for the three months ended March 31, 2023 that impacted previously issued 2022 consolidated financial statements. This error related to how the Company accounted for forfeitures in its consolidated statements of operations and comprehensive loss. Management evaluated the impact on the 2022 consolidated financial statements and concluded that the error of $ 262,000 was not material. The restated consolidated financial statements for the year ended December 31, 2022 include the correction of this immaterial error. The Company previously recorded this adjustment as an out of period adjustment to reduce stock-based compensation and additional paid-in capital in the amount of $ 262,000 within the unaudited condensed consolidated financial statements as of March 31, 2023. Errors in Accounting for Severance payments to terminated employees The Company identified an error in the recording of its accrued liability as of December 31, 2022 related to a reduction in force. Initially, the Company recorded an accrued liability of $ 248,000 as of December 31, 2022 for the reduction in force that took place on January 3, 2023. Since the affected employees were not notified until after December 31, 2022, the impact of the error was an overstatement of expense in the consolidated financial statements for the year ended December 31, 2022 of $ 248,000 . Management evaluated the impact on the 2022 consolidated financial statements and concluded that the error was not material. The restated consolidated financial statements for the year ended December 31, 2022 include the correction of this immaterial error. Omission of Fair Value Hierarchy Note The Company previously omitted the fair value hierarchy disclosure for their insurance promissory note as well as the Connecticut Department of Commercial Development (“DECD”) loan as Level 2 and Level 3, respectively. This error is disclosure only and does not have a quantitative impact on any historical period consolidated financial statements. The restated consolidated financial statements for the year ended December 31, 2022 include the correction of this immaterial error. Income Tax Disclosure The deferred tax asset related to net operating losses and the corresponding valuation allowance was understated by $328,000 due to a calculation error that incorrectly excluded net operating losses of $1,500,000 on a pre-tax basis. Affected Notes to the Restated 2022 Consolidated Financial Statements As a result of the error in accounting for Warrants and the Other Adjustments, the following notes disclosures have been adjusted to reflect the correction of the errors: NOTE 1: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES NOTE 6: ACCRUED LIABILITIES NOTE 7: COMMITMENTS, CONTINGENCIES AND DEBT NOTE 8: COMMON STOCK NOTE 9: LOSS PER SHARE NOTE 10: EMPLOYEE SHARE BASED COMPENSATION AND BENEFIT PLANS NOTE 11: INCOME TAXES The effects of the restatement and other immaterial adjustments on the annual consolidated financial statements for the year ended December 31, 2022, are set forth as follows. All share and per share information in the “As Previously Reported” columns give effect to the reverse stock split disclosed in Note 13, Subsequent Events . Aspira Women’s Health Inc. Consolidated Balance Sheets (Amounts in Thousands, Except Share and Par Value Amounts) December 31, 2022 As Previously Reported Adjustment for Warrant Liability Other Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 13,306 $ - - $ 13,306 Accounts receivable, net of allowance of $ 9 1,245 - - 1,245 Prepaid expenses and other current assets 1,442 - - 1,442 Inventories 316 - - 316 Total current assets 16,309 - - 16,309 Property and equipment, net 368 - - 368 Right-of-use assets 282 - - 282 Restricted cash 251 - - 251 Other assets 163 - - 163 Total assets $ 17,373 $ - $ - $ 17,373 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 881 $ - - $ 881 Accrued liabilities 3,650 - ( 248 ) 3,402 Current portion of long-term debt 403 - - 403 Short-term debt 764 - - 764 Lease liability 77 - - 77 Total current liabilities 5,775 - ( 248 ) 5,527 Non-current liabilities: Long-term debt 2,315 - - 2,315 Lease liability 272 - - 272 Warrant liabilities 2,280 - - 2,280 Total liabilities 10,642 - ( 248 ) 10,394 Commitments and contingencies Stockholders’ equity: Common stock, par value $ 0.001 per share, 150,000,000 shares authorized at December 31, 2022 and December 31, 2021; 8,306,326 and 7,475,916 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively 8 - - 8 Additional paid-in capital 505,621 3,225 ( 262 ) 508,584 Accumulated deficit ( 498,898 ) ( 3,225 ) 510 ( 501,613 ) Total stockholders’ equity 6,731 - 248 6,979 Total liabilities and stockholders’ equity $ 17,373 $ - $ - $ 17,373 Aspira Women’s Health Inc. Consolidated Statements of Operations (Amounts in Thousands, Except Share and Per Share Amounts) Aspira Women’s Health Inc. December 31, 2022 As Previously Reported Adjustment for Warrant Liability Other Adjustments As Restated Revenue: Product $ 7,970 $ - $ - $ 7,970 Genetics 214 - - 214 Total revenue 8,184 - - 8,184 Cost of revenue (1) : Product 3,698 - ( 4 ) 3,694 Genetics 167 - - 167 Total cost of revenue 3,865 - ( 4 ) 3,861 Gross profit 4,319 - 4 4,323 Operating expenses: Research and development (2) 5,953 - ( 36 ) 5,917 Sales and marketing (3) 14,948 - ( 33 ) 14,915 General and administrative (4) 16,183 ( 1,117 ) ( 437 ) 14,629 Total operating expenses 37,084 ( 1,117 ) ( 506 ) 35,461 Loss from operations ( 32,765 ) 1,117 510 ( 31,138 ) Change in fair value of warrant liabilities 5,472 ( 3,768 ) - 1,704 Interest income (expense), net 17 - - 17 Other income (expense), net 106 ( 574 ) - ( 468 ) Net loss $ ( 27,170 ) $ ( 3,225 ) $ 510 $ ( 29,885 ) Net loss per share - basic and diluted $ ( 3.50 ) $ ( 0.42 ) $ 0.07 $ ( 3.85 ) Weighted average common shares used to compute basic and diluted net loss per common share 7,769,109 7,769,109 7,769,109 7,769,109 Non-cash stock-based compensation expense included in cost of revenue and operating expenses: (1) Cost of revenue $ 80 $ - ( 4 ) $ 76 (2) Research and development 203 - ( 26 ) 177 (3) Sales and marketing 356 - ( 2 ) 354 (4) General and administrative 2,037 - ( 230 ) 1,807 Aspira Women’s Health Inc. Consolidated Statements of Changes in Stockholders’ Equity (Amounts in Thousands, Except Share Amounts) Total Additional Accumulated Stockholder's Common Stock Paid-In-Capital Deficit Equity (Deficit) (As Previously Reported) Balance at December 31, 2021 $ 7 $ 501,893 $ ( 471,728 ) $ 30,172 Net loss - - ( 27,170 ) ( 27,170 ) Common stock issued in conjunction with exercise of stock options - 13 - 13 Common stock and warrants issued in conjunction with follow-on public offering, net of issuance costs 1 1,040 - 1,041 Common stock issued for restricted stock awards - 362 - 362 Stock-based compensation expense - 2,313 - 2,313 Balance at December 31, 2022 $ 8 $ 505,621 $ ( 498,898 ) $ 6,731 (Adjustments) Balance at December 31, 2021 $ - $ - $ - $ - Net loss - - ( 2,715 ) ( 2,715 ) Common stock and warrants issued in conjunction with follow-on public offering, net of issuance costs - 3,225 - 3,225 Stock-based compensation expense 2,313 ( 262 ) - 2,051 Balance at December 31, 2022 $ 2,313 $ 2,963 $ ( 2,715 ) $ 2,561 (As Restated) Balance at December 31, 2021 $ 7 $ 501,893 $ ( 471,728 ) $ 30,172 Net loss - - ( 29,885 ) ( 29,885 ) Common stock issued in conjunction with exercise of stock options - 13 - 13 Common stock and warrants issued in conjunction with follow-on public offering, net of issuance costs 1 4,265 - 4,266 Common stock issued for restricted stock awards - 362 - 362 Stock-based compensation expense - 2,051 - 2,051 Balance at December 31, 2022 $ 8 $ 508,584 $ ( 501,613 ) $ 6,979 Aspira Women’s Health Inc. Consolidated Statements of Cash Flows (Amounts in Thousands) December 31, 2022 As Previously Reported Adjustment for Warrant Liability Other Adjustments As Restated Cash flows from operating activities: Net loss $ ( 27,170 ) $ ( 3,225 ) 510 $ ( 29,885 ) Adjustments to reconcile net loss to net cash used in operating activities: - Non-cash lease expense 4 - - 4 Depreciation and amortization 264 - - 264 Stock-based compensation expense 2,676 - ( 262 ) 2,414 Change in fair value of warrant liabilities ( 5,472 ) 3,768 - ( 1,704 ) Other expenses representing transaction costs allocated to the issuance of warrants - 574 574 Loss on impairment and disposal of property and equipment 64 - - 64 Changes in operating assets and liabilities: - Accounts receivable ( 218 ) - - ( 218 ) Prepaid expenses and other assets 33 - - 33 Inventories ( 142 ) - - ( 142 ) Accounts payable, accrued liabilities and other liabilities ( 2,224 ) - ( 248 ) ( 2,472 ) Net cash used in operating activities ( 32,185 ) 1,117 - ( 31,068 ) Cash flows from investing activities: Purchase of property and equipment ( 232 ) - - ( 232 ) Net cash used in investing activities ( 232 ) - - ( 232 ) Cash flows from financing activities: Principal repayment of DECD loan ( 261 ) - - ( 261 ) Proceeds from issuance of common stock from exercise of stock options 13 - - 13 Proceeds from public offering 9,000 - - 9,000 Payment of issuance costs for public offering ( 208 ) ( 1,117 ) - ( 1,325 ) Net cash provided by financing activities 8,544 ( 1,117 ) - 7,427 Net (decrease) increase in cash, cash equivalents and restricted cash ( 23,873 ) - - ( 23,873 ) Cash, cash equivalents and restricted cash, beginning of period 37,430 - - 37,430 Cash, cash equivalents and restricted cash, end of period $ 13,557 $ - - $ 13,557 Reconciliation to Consolidated Balance Sheet: Cash and cash equivalents $ 13,306 $ - - $ 13,306 Restricted cash 251 - - 251 Unrestricted and restricted cash and cash equivalents $ 13,557 $ - $ - $ 13,557 Restatement of previously issued unaudited interim condensed consolidated financial statements (unaudited). The change in the initial fair value of the warrant liability of $ 3,768,000 resulted in a corresponding adjustment of previously reported change in fair value of warrant liabilities in the same amount on the consolidated statement of operations for the three and nine months ended September 30, 2022 with a corresponding adjustment in the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2022. The updated allocation using the August 25, 2022 issuance date fair value of $ 3,984,000 also resulted in a reallocation of offering costs of $ 543,000 from G&A to equity , and an adjustment of $ 574,000 from G&A expense to non-operating expense ; $ 574,000 of the offering costs are now expensed immediately as other income (expense) on the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and offering costs of $ 543,000 are recorded in stockholders’ equity on the unaudited condensed consolidated balance sheet as of September 30, 2022 . As a result of the change there was an adjustment in the presentation of the offering costs related to the warrant liability of $ 1,117,000 from cash flows used in operating activities to cash flows provided by financing activities on the Company’s consolidated statement of cash flows. The effects of the restatement on the unaudited interim financial statements as of and for the three and nine months ended September 30, 2022 are set forth as follows. Aspira Women’s Health Inc. Condensed Consolidated Balance Sheets (Amounts in Thousands, Except Share and Par Value Amounts) (Unaudited) September 30, 2022 As Previously Reported Adjustment for Warrant Liability As Restated Assets Current assets: Cash and cash equivalents $ 20,551 $ - $ 20,551 Accounts receivable, net of allowance of $ 6 1,201 - 1,201 Prepaid expenses and other current assets 944 - 944 Inventories 280 - 280 Total current assets 22,976 - 22,976 Property and equipment, net 417 - 417 Right-of-use assets 299 - 299 Restricted cash 250 - 250 Other assets - - - Total assets $ 23,942 $ - $ 23,942 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 1,893 $ - $ 1,893 Accrued liabilities 4,988 - 4,988 Current portion of long-term debt 343 - 343 Short-term debt - - - Lease liability 73 - 73 Total current liabilities 7,297 - 7,297 Non-current liabilities: Long-term debt 2,426 - 2,426 Lease liability 293 - 293 Warrant liabilities 2,748 - 2,748 Total liabilities 12,764 - 12,764 Commitments and contingencies Stockholders’ equity: Common stock, par value $ 0.001 per share, 150,000,000 shares authorized at September 30, 2022 and December 31, 2021; 8,296,376 and 7,475,916 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively 8 - 8 Additional paid-in capital 504,967 3,225 508,192 Accumulated deficit ( 493,797 ) ( 3,225 ) ( 497,022 ) Total stockholders’ equity 11,178 - 11,178 Total liabilities and stockholders’ equity $ 23,942 $ - $ 23,942 Aspira Women’s Health Inc. Condensed Consolidated Statements of Operations (Amounts in Thousands, Except Share and Per Share Amounts) (Unaudited) Three Months Ended September 30, 2022 As Previously Reported Adjustment for Warrant Liability As Restated Revenue: Product $ 2,037 $ - $ 2,037 Genetics 35 - 35 Total revenue 2,072 - 2,072 Cost of revenue (1) : Product 875 - 875 Genetics 41 - 41 Total cost of revenue 916 - 916 Gross profit 1,156 - 1,156 Operating expenses: Research and development (2) 2,157 - 2,157 Sales and marketing (3) 3,950 - 3,950 General and administrative (4) 4,746 ( 1,117 ) 3,629 Total operating expenses 10,853 ( 1,117 ) 9,736 Loss from operations ( 9,697 ) 1,117 ( 8,580 ) Change in fair value of warrant liabilities 5,004 ( 3,768 ) 1,236 Interest income (expense), net 18 - 18 Other income (expense), net 117 ( 574 ) ( 457 ) Net loss $ ( 4,558 ) $ ( 3,225 ) $ ( 7,783 ) Net loss per share - basic and diluted $ ( 0.58 ) $ ( 0.42 ) $ ( 1.00 ) Weighted average common shares used to compute basic and diluted net loss per common share 7,807,876 7,807,876 7,807,876 Non-cash stock-based compensation expense included in cost of revenue and operating expenses: (1) Cost of revenue $ ( 23 ) $ - $ ( 23 ) (2) Research and development 65 - 65 (3) Sales and marketing 76 - 76 (4) General and administrative 428 - 428 Aspira Women’s Health Inc. Condensed Consolidated Statements of Operations (Amounts in Thousands, Except Share and Per Share Amounts) (Unaudited) Nine Months Ended September 30, 2022 As Previously Reported Adjustment for Warrant Liability As Restated Revenue: Product $ 5,890 $ - $ 5,890 Genetics 141 - 141 Total revenue 6,031 - 6,031 Cost of revenue (1) : Product 2,768 - 2,768 Genetics 180 - 180 Total cost of revenue 2,948 - 2,948 Gross profit 3,083 - 3,083 Operating expenses: Research and development (2) 4,915 - 4,915 Sales and marketing (3) 12,027 - 12,027 General and administrative (4) 13,305 ( 1,117 ) 12,188 Total operating expenses 30,247 ( 1,117 ) 29,130 Loss from operations ( 27,164 ) 1,117 ( 26,047 ) Change in fair value of warrant liabilities 5,004 ( 3,768 ) 1,236 Interest income (expense), net ( 10 ) - ( 10 ) Other income (expense), net 101 ( 574 ) ( 473 ) Net loss $ ( 22,069 ) $ ( 3,225 ) $ ( 25,294 ) Net loss per share - basic and diluted $ ( 2.91 ) $ ( 0.42 ) $ ( 3.33 ) Weighted average common shares used to compute basic and diluted net loss per common share 7,590,872 7,590,872 7,590,872 Non-cash stock-based compensation expense included in cost of revenue and operating expenses: (1) Cost of revenue $ 64 $ - $ 64 (2) Research and development 114 - 114 (3) Sales and marketing 281 - 281 (4) General and administrative 1,535 - 1,535 Aspira Women’s Health Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity (Amounts in Thousands, Except Share Amounts) (Unaudited) Total Common Additional Accumulated Stockholders' Stock Paid-in-Capital Deficit Equity (As Previously Reported) Balance at December 31, 2021 $ 7 $ 501,893 $ ( 471,728 ) $ 30,172 Net loss - - ( 9,268 ) ( 9,268 ) Common stock issued in conjunction with exercise of stock options - 2 - 2 Stock-based compensation expense - 838 - 838 Balance at March 31, 2022 $ 7 $ 502,733 $ ( 480,996 ) $ 21,744 Net loss - - ( 8,243 ) ( 8,243 ) Common stock issued in conjunction with exercise of stock options - 11 - 11 Common stock issued for restricted stock awards - - - 140 - - - 140 Stock-based compensation expense - 470 - 470 Balance at June 30, 2022 $ 7 $ 503,354 $ ( 489,239 ) $ 14,122 Net loss - - ( 4,558 ) ( 4,558 ) Common stock and warrants issued in conjunction with follow-on public offering, net of issuance costs 1 1,067 - 1,068 Common stock issued for restricted stock awards - 95 - 95 Stock-based compensation expense - 451 - 451 Balance at September 30, 2022 $ 8 $ 504,967 $ ( 493,797 ) $ 11,178 (Adjustments) Balance at June 30, 2022 $ - $ - $ - $ - Net loss - - ( 3,225 ) ( 3,225 ) Common stock and warrants issued in conjunction with follow-on public offering, net of issuance costs - 3,225 - 3,225 Balance at September 30, 2022 $ - $ 3,225 $ ( 3,225 ) $ - (As Restated) Balance at December 31, 2021 $ 7 $ 501,893 $ ( 471,728 ) $ 30,172 Net loss - - ( 9,268 ) ( 9,268 ) Common stock issued in conjunction with exercise of stock options - 2 - 2 Stock-based compensation expense - 838 - 838 Balance at March 31, 2022 $ 7 $ 502,733 $ ( 480,996 ) $ 21,744 Net loss - - ( 8,243 ) ( 8,243 ) Common stock issued in conjunction with exercise of stock options - 11 - 11 Common stock issued for restricted stock awards - 140 - 140 Stock-based compensation expense - 470 - 470 Balance at June 30, 2022 $ 7 $ 503,354 $ ( 489,239 ) $ 14,122 Net loss - - ( 7,783 ) ( 7,783 ) Common stock and warrants issued in conjunction with follow-on public offering, net of issuance costs 1 4,292 - 4,293 Common stock issued for restricted stock awards - 95 - 95 Stock-based compensation expense - 451 - 451 Balance at September 30, 2022 $ 8 $ 508,192 $ ( 497,022 ) $ 11,178 Aspira Women’s Health Inc. Condensed Consolidated Statements of Cash Flows (Amounts in Thousands) (Unaudited) Nine Months Ended September 30, 2022 As Previously Reported Adjustment for Warrant Liability As Restated Cash flows from operating activities: Net loss $ ( 22,069 ) $ ( 3,225 ) $ ( 25,294 ) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash lease expense 4 - 4 Depreciation and amortization 195 - 195 Stock-based compensation expense 1,994 - 1,994 Change in fair value of warrant liabilities ( 5,004 ) 3,768 ( 1,236 ) Other expenses representing transaction costs allocated to the issuance of warrants - 574 574 Loss on sale and disposal of property and equipment 10 - 10 Changes in operating assets and liabilities: Accounts receivable ( 174 ) - ( 174 ) Prepaid expenses and other assets 694 - 694 Inventories ( 106 ) - ( 106 ) Accounts payable, accrued liabilities and other liabilities ( 653 ) - ( 653 ) Net cash used in operating activities ( 25,109 ) 1,117 ( 23,992 ) Cash flows from investing activities: Purchase of property and equipment ( 158 ) ( 158 ) Net cash used in investing activities ( 158 ) - ( 158 ) Cash flows from financing activities: Principal repayment of DECD loan ( 196 ) - ( 196 ) Proceeds from issuance of common stock from exercise of stock options 13 - 13 Proceeds from public offering 9,000 - 9,000 Payment of issuance costs for public offering ( 179 ) ( 1,117 ) ( 1,296 ) Net cash provided by financing activities 8,638 ( 1,117 ) 7,521 Net (decrease) increase in cash, cash equivalents and restricted cash ( 16,629 ) - ( 16,629 ) Cash, cash equivalents and restricted cash, beginning of period 37,430 - 37,430 Cash, cash equivalents and restricted cash, end of period $ 20,801 $ - $ 20,801 Reconciliation to Condensed Consolidated Balance Sheet: Cash and cash equivalents $ 20,551 $ - $ 20,551 Restricted cash 250 - 250 Unrestricted and restricted cash and cash equivalents $ 20,801 $ - $ 20,801 |