Stockholders' (Deficit) Equity | 6. STOCKHOLDERS’ DEFICIT 2024 Registered Direct Offering On January 24, 2024, the Company entered into a securities purchase agreement (the “2024 Direct Offering Agreement”), with several investors relating to the issuance and sale of 1,371,000 shares of its common stock, par value $ 0.001 per share, and pre-funded warrants to purchase 200,000 shares of Common Stock (the “Pre-Funded Warrants”), in a registered direct offering, together with accompanying warrants to purchase 1,571,000 shares of Common Stock (the “Purchase Warrants”, and together with the Pre-Funded Warrants, the “Warrants”) in a concurrent private placement (the “Concurrent Private Offering” and together with the registered direct offering, the “2024 Direct Offering”). Pursuant to the 2024 Direct Offering Agreement, the Company issued 1,368,600 shares of common stock to certain investors at an offering price of $ 3.50 per share, and 2,400 shares of common stock to its Chief Executive Officer, Nicole Sandford, at an offering price of $ 4.2555 per share, which was the consolidated closing bid price of the Company’s common stock on The Nasdaq Capital Market on January 24, 2024 of $ 4.13 per share plus $ 0.125 per Purchase Warrant. The purchase price of each Pre-Funded Warrant is equal to the combined purchase price at which a share of Common Stock and the accompanying Purchase Warrant is sold in this 2024 Direct Offering, minus $ 0.0001 . The gross proceeds to the Company from the 2024 Direct Offering were approximately $ 5,563,000 , before deducting placement agent fees and other estimated expenses of $ 694,000 payable by the Company. The 2024 Direct Offering closed on January 26, 2024. The Pre-Funded Warrants were exercisable at any time after the date of issuance and had an exercise price of $ 0.0001 per share. A holder of Pre-Funded Warrants could not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99 % of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 9.99 % by providing at least 61 days’ prior notice to the Company. All of the Pre-Funded Warrants were exercised on February 6, 2024 for gross proceeds of $ 20 . The Purchase Warrants have an exercise price of $ 4.13 per share and will be exercisable beginning six months after issuance and will expire 5 years from the initial exercise date. The Company engaged AGP to act as sole placement agent in the 2024 Direct Offering. The Company paid the placement agent a cash fee equal to 7.0 % of the aggregate gross proceeds generated from the 2024 Direct Offering, except that, with respect to proceeds raised in this 2024 Direct Offering from certain designated persons, AGP’s cash fee is reduced to 3.5 % of such proceeds, and to reimburse certain fees and expenses of the placement agent in connection with the 2024 Direct Offering. The Company also reimbursed the placement agent for its accountable offering-related legal expenses of $ 75,000 and a non-accountable expense allowance of $ 30,000 . Costs related to the 2024 Direct Offering were recorded as an offset to additional paid-in capital on the Company's balance sheet as of March 31, 2024. The Company evaluated the Pre-Funded Warrants and the Purchase Warrants and concluded that they met the criteria to be classified as equity within additional paid-in-capital. The Pre-Funded Warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria. The Purchase Warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) do not embody an obligation for the Company to repurchase its shares, (3) permit the holder to receive a fixed number of shares of common stock upon exercise, (4) are indexed to the Company's common stock and (5) meet the equity classification criteria. Effective upon the closing of the 2024 Direct Offering, the Company also amended certain existing warrants (the “2022 Warrants” ), see Note 7 in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2023, to purchase up to an aggregate of 366,664 shares at an exercise price of $ 13.20 per share and a termination date of August 25, 2027, so that the amended 2022 Warrants have a reduced exercise price of $ 4.13 per share and a new termination date of January 26, 2029. The other terms of the amended 2022 Warrants remain unchanged. The Company performed an analysis of the fair value of the 2022 Warrants immediately before and after the modification and the increase in fair value of the 2022 Warrants of $ 490 thousand was recorded as a change in fair value of warrant liabilities in the unaudited condensed statement of operations. Approximately $ 106,000 of the costs related to the 2024 Direct Offering were allocated to the 2022 Warrants and were recorded as other expense in the unaudited condensed statement of operations. 2023 Registered Direct Offering On July 20, 2023, the Company entered into a securities purchase agreement (the “Direct Offering Agreement”), with several investors relating to the issuance and sale of 1,694,820 shares of its common stock, par value $ 0.001 per share (the “Direct Offering”). Pursuant to the Direct Offering Agreement, the Company issued 1,650,473 shares of common stock to certain investors at an offering price of $ 2.75 per share, and 44,347 shares of common stock to its directors and executive officers at an offering price of $ 3.98 per share, which was the consolidated closing bid price of the Company’s common stock on The Nasdaq Capital Market on July 19, 2023. The aggregate gross proceeds to the Company from the Direct Offering were approximately $ 4.7 million, before deducting placement agent fees and other estimated expenses of $ 597,000 payable by the Company. The Company engaged Alliance Global Partners to act as sole placement agent in the Direct Offering. The Company paid the placement agent a cash fee equal to 7.0 % of the aggregate gross proceeds generated from the Direct Offering, except that, with respect to proceeds from the sale of 182,447 shares of common stock to certain investors, including directors and executive officers of the Company, the placement agent’s cash fee was 3.5 %. The Company also reimbursed the placement agent for its accountable offering-related legal expenses of $ 75,000 and a non-accountable expense allowance of $ 30,000 . 2023 At the Market Offering On February 10, 2023, the Company entered into a Controlled Equity Offering Sales Agreement, (the “Cantor Sales Agreement”), with Cantor Fitzgerald & Co., (“Cantor”), as agent, pursuant to which it may offer and sell, from time to time, through Cantor, shares of the Company’s common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 12.5 million, (the “Placement Shares”). The Placement Shares were issued and sold pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-252267), as previously filed with, and declared effective by, the SEC. The Company filed a prospectus supplement, dated February 10, 2023, with the SEC in connection with the offer and sale of the Placement Shares. In connection with the Direct Offering on July 24, 2023, the Company delivered written notice to Cantor on July 19, 2023 that it was suspending the prospectus supplement, dated February 10, 2023, related to the Company’s common stock issuable under the Cantor Sales Agreement. The Company will not make any sales of common stock pursuant to the Cantor Sales Agreement unless and until a new prospectus supplement is filed with the SEC. The Cantor Sales Agreement remains in full force and effect during the suspension. During the three months ended March 31, 2024, the Company sold 0 Placement Shares and recorded no transaction related offering costs. Over the life of the Cantor Sales Agreement, the Company sold 35,552 shares of the Placement Shares for gross proceeds of approximately $ 211,000 . The Company has recorded $ 134,000 as an offset to additional paid-in capital representing transaction-related offering costs of the Placement Shares over the life of the Cantor Sales Agreement. 2023 Equity Line of Credit On March 28, 2023, the Company entered into a purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) and a registration rights agreement (the “LPC Registration Rights Agreement”), pursuant to which the Company has the right, in its sole discretion, to sell to Lincoln Park shares of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), having an aggregate value of up to $ 10,000,000 (the “Purchase Shares”), subject to certain limitations and conditions set forth in the LPC Purchase Agreement. The Company will control the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the LPC Purchase Agreement. Under the LPC Purchase Agreement, on any business day after March 28, 2023 selected by the Company over the 36-month term of the LPC Purchase Agreement (each, a “Purchase Date”), the Company may direct Lincoln Park to purchase up to 6,667 shares of Common Stock on such Purchase Date (a “Regular Purchase”); provided, however, that (i) a Regular Purchase may be increased to up to 13,333 shares, if the closing sale price per share of the Common Stock on The Nasdaq Capital Market is not below $ 7.50 on the applicable Purchase Date; (ii) a Regular Purchase may be increased to up to 16,666 shares, if the closing sale price per share of the Common Stock on The Nasdaq Capital Market is not below $ 11.25 on the applicable Purchase Date; and (iii) a Regular Purchase may be increased to up to 20,000 shares, if the closing sale price per share of the Common Stock on The Nasdaq Capital Market is not below $ 15.00 on the applicable Purchase Date. In any case, Lincoln Park’s maximum obligation under any single Regular Purchase will not exceed $ 1,000,000 . The above-referenced share amount limitations and closing sale price thresholds are subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the LPC Purchase Agreement. The purchase price per share for each such Regular Purchase will be equal to the lesser of: 1. the lowest sale price for the Common Stock on The Nasdaq Capital Market on the date of sale; and 2. the average of the three lowest closing sale prices for the Common Stock on The Nasdaq Capital Market during the 10 consecutive business days ending on the business day immediately preceding the purchase date. The Company also has the right to direct Lincoln Park, on any business day on which the Company has properly submitted a Regular Purchase notice for the maximum amount the Company is then permitted to sell to Lincoln Park in such Regular Purchase, to purchase an additional amount of the Common Stock (an “Accelerated Purchase”) of additional shares based on criteria established in the LPC Purchase Agreement. An Accelerated Purchase, which is at the Company’s sole discretion, may be subject to additional requirements and discounts if certain conditions are met as defined in the LPC Purchase Agreement. The issuance of the Purchase Shares had been previously registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-252267) (the “Old Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed on March 28, 2023, that has expired. On April 22, 2024, the Company has filed a registration statement on Form S-3 (File No. 333-278867) (the “Registration Statement”), and the related base prospectus included in the Registration Statement, that was declared effective by the SEC on April 25, 2024. The Company sold 472,312 shares of Common Stock under the LPC Purchase Agreem ent for gross proceeds of approximately $ 1,578,000 under the Old Registration Statement. In addition, 47,733 shares of Common Stock were issued to Lincoln Park as consideration for entering into the LPC Purchase Agreement. As of April 25, 2024, up to $ 8,422,000 of shares of Common Stock could be sold to Lincoln Park under the LPC Purchase Agreement, subject to the terms of the LPC Purchase Agreement. During the three months ended March 31, 2024, the Company sold 111,369 shares under the LPC Purchase Agreement for gross proceeds of approximately $ 400,000 . Over the life of the LPC Purchase Agreement through March 31, 2024, the Company sold 472,312 shares for gross proceeds of approximately $ 1,578,000 . The Company incurred approximately $ 326,000 of costs related to the execution of the LPC Purchase Agreement, all of which are reflected in the unaudited condensed consolidated financial statements. Of the total costs incurred, approximately $ 258,000 was paid in common stock to Lincoln Park for a commitment fee and $ 30,000 was accrued for Lincoln Park expenses. These transaction costs were included in other expense in the statement of operations for the year ended December 31, 2023. Approximately $ 38,000 was incurred for legal fees during the year ended December 31, 2023, and were included in general and administrative expenses on the statement of operations. During the three months ended March 31, 2024 and 2023, the Company paid legal fees of $ 40,000 and none , respectively. Subsequent to March 31, 2024, the Company sold 100,408 shares under the LPC Purchase Agreement for gross proceeds of approximately $ 300,000 , as of May 10, 2024. 2010 Stock Incentive Plan The Company’s employees, directors, and consultants were eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”), which was replaced by the 2019 Plan (as defined below) with respect to future equity grants. As of March 31, 2024, there were no shares of the Company’s common stock available for future grants under the 2010 Plan. The following table summarizes stock option activity for the 2010 Plan during the three months ended March 31, 2024. Options outstanding at December 31, 2023 245,154 Options forfeited or expired ( 33,965 ) Options outstanding at March 31, 2024 211,189 The weighted average exercise price of outstanding options under the 2010 Plan was $ 24.05 and the weighted average remaining life was 0.70 years. 2019 Stock Incentive Plan At the Company’s 2019 annual meeting of stockholders, the Company’s stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan, the name of which was subsequently changed to the Aspira Women’s Health Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The purposes of the 2019 Plan are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Subject to the terms and conditions of the 2019 Plan, the initial number of shares authorized for grants under the 2019 Plan is 699,485 . On May 9, 2023, the Company’s stockholders approved an increase of 333,333 shares to the number of shares available for issuance under the 2019 Plan. On May 13, 2024, the Company’s stockholders approved an increase of 1,000,000 shares in the number of shares available for issuance under the 2019 Plan for a total of 2,032,818 shares. To the extent an equity award granted under the 2019 Plan expires or otherwise terminates without having been exercised or paid in full, or is settled in cash, the shares of common stock subject to such award will become available for future grant under the 2019 Plan. As of March 31, 2024, 614,087 shares of Aspira common stock were subject to outstanding stock options, and 42,777 shares of Aspira common stock were subject to unreleased restricted stock awards and a total of 66,542 shares of Aspira common stock were reserved for future issuance under the 2019 Plan. The following table summarizes stock option activity for the 2019 Plan during the three months ended March 31, 2024. Options outstanding at December 31, 2023 514,768 Options granted 140,124 Options forfeited or expired ( 40,805 ) Options outstanding at March 31, 2024 614,087 The weighted average exercise price of outstanding options under the 2019 Plan was $ 11.77 and the weighted average remaining life was 1.92 years. The following table summarizes RSU activity for the 2019 Plan during the three months ended March 31, 2024. Options outstanding at December 31, 2023 59,463 RSUs vested and issued ( 16,686 ) Options outstanding at March 31, 2024 42,777 RSUs vested and unissued at March 31, 2024 22,777 Stock-Based Compensation During the three months ended March 31, 2024, the Company granted option awards under the 2019 Plan with a weighted average grant date fair value of $ 2.97 and a weighted average exercise price of $ 4.77 . Assumptions included in the fair value per share calculations were (i) expected terms of two to three years , (ii) two- to three-year treasury interest rates of 4.33 % to 4.56 % and (iii) market close prices ranging from $ 4.00 to $ 4.87 . The Company recorded $ 12,000 in forfeitures for the three months ended March 31, 2024. The allocation of non-cash stock-based compensation expense by functional area for the three months ended March 31, 2024 and 2023 was as follows. Three Months Ended March 31, (in thousands) 2024 2023 Cost of revenue $ 18 $ 17 Research and development 66 103 Sales and marketing 25 ( 15 ) General and administrative 253 291 Total $ 362 $ 396 As of March 31,2024, total unrecognized compensation cost related to unvested stock option awards was approximately $ 696,000 , and the related weighted average period over which it is expected to be recognized was 1.92 years. As of March 31,2024, there was $ 52,000 in unrecognized compensation costs related to restricted stock units, and the related weighted average period over which it is expected to be recognized is 0.25 years. |