| Item 1.01 | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On January 24, 2024, Aspira Women’s Health Inc. (the “Company” or “Aspira”) entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“AGP”) and a securities purchase agreement (the “Securities Purchase Agreement,” and together with the Placement Agency Agreement, the “Agreements”) with a single healthcare focused institutional investor alongside participation from Nicole Sandford, CEO of Aspira, as well as certain existing shareholders of the Company (collectively, the “Purchasers”), relating to the issuance and sale of 1,371,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), 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 “Offering”). Pursuant to the Securities Purchase Agreement, the Company will issue 1,368,600 shares of common stock to certain Purchasers at an offering price of $3.50 per share and accompanying Purchase Warrant, and 2,400 shares of common stock to Ms. Sandford at an offering price of $4.255 per share and accompanying Purchase Warrant, which was the consolidated closing bid price of our 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 Offering, minus $0.00001. The gross proceeds to the Company from the Offering are expected to be approximately $5.5 million, before deducting placement agent fees and other estimated Offering expenses payable by the Company. The Offering is expected to close on January 26, 2024, subject to satisfaction of customary closing conditions.
The Pre-Funded Warrants will be exercisable at any time after the date of issuance and will have an exercise price of $0.00001 per share. A holder of Pre-Funded Warrants may 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.
The Purchase Warrants to the institutional investor and certain existing investors will have an exercise price of $4.00 per share and the Purchase Warrants to the officer of the Company will have an exercise price of $4.13 per share, and both Purchase Warrants to the existing shareholders and the officer of the Company will be exercisable beginning six months after issuance and will expire 5 years from the initial exercise date.
The Agreements contain customary representations, warranties and agreements by Aspira, customary conditions to closing, and indemnification obligations of Aspira and the Purchasers and AGP. The representations, warranties and covenants contained in the Agreements were made only for purposes of the Agreements and as of a specific date, were solely for the benefit of the parties to the Placement Agency Agreement and the Purchase Agreement, as applicable, and may be subject to limitations agreed upon by the contracting parties.
Aspira engaged AGP to act as sole placement agent in the Offering. Aspira will pay AGP a cash fee equal to 7.0% of the aggregate gross proceeds generated from the Offering, except that, with respect to proceeds raised in this 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 Offering.
The Registered Direct Offering is being made pursuant to Aspira’s registration statement on Form S-3 (No. 333-252267), as previously filed with the Securities and Exchange Commission on January 20, 2021 and declared effective on January 28, 2021, and a related base prospectus and prospectus supplement.
The Company has also agreed that certain existing warrants 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, will be amended, effective upon the closing of the Offering, so that the amended warrants will have a reduced exercise price of $4.00 per share and a new termination date of January 26, 2029. The other terms of the amended warrants will remain unchanged.
The foregoing descriptions of the terms of the Placement Agency Agreement, the Securities Purchase Agreement, Pre-Funded Warrants and Purchase Warrants are each qualified in their entirety by reference to the Placement Agency Agreement, the Securities Purchase Agreement, form of Pre-Funded Warrant and form of Purchase Warrant, respectively, which are attached as Exhibit 1.1, Exhibit 10.1, Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated by reference herein.
