STOCKHOLDERS’ DEFICIT | 6. STOCKHOLDERS’ DEFICIT 2024 Securities Purchase Agreements In August 2024, the Company entered into securities purchase agreements with two shareholders under which it sold a total of 9,733 11,000 2024 At-the-Market Offering On August 2, 2024, the Company entered into an agreement with H.C. Wainwright in connection with an At-the-Market offering agreement (the “2024 At-the-Market Offering”) to sell shares of its common stock (“Common Stock”), having an aggregate sales price of up to $ 4,450,000 3.0 There were no 2024 Warrant Inducement Agreement On July 31, 2024, the Company entered into a warrant inducement agreement (the “Warrant Inducement Agreement”) with a certain holder (the “Holder”) of (i) warrants to purchase 311,111 1,400,000 1.25 4.13 4.13 As an inducement to such exercise, the Company agreed to issue to the Holder new Common Stock warrants (collectively, the “August 2024 Warrants”), to purchase up to 2,566,667 shares of Common Stock. The August 2024 Warrants were exercisable immediately after issuance and will expire 5 years from the initial exercise date. The transaction, which closed on August 1, 2024, resulted in net proceeds of approximately $ 1,862,000 1,323,000 The Company evaluated the August 2024 Warrants and concluded that they met the criteria to be classified as equity within additional paid-in-capital. The August 2024 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. Under the terms of the Warrant Inducement Agreement, the Company was prohibited from selling shares under the 2024 At-the -Market Offering until September 30, 2024. It was also prohibited from selling shares under our 2023 equity line of credit for a period of six months from the effective date of the Form S-3, which was September 3, 2024. 2024 Private Placement Offering On July 1, 2024, the Company entered into a securities purchase agreement with certain investors in a private placement (the “2024 Private Placement Offering”). Pursuant to the 2024 Private Placement Offering, the Company issued an aggregate of 1,248,529 1.53 2.25 1,910,000 72,000 The Company evaluated the July 2024 Warrants and concluded that they met the criteria to be classified as equity within additional paid-in-capital. The July 2024 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. 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 0.001 200,000 1,571,000 Pursuant to the 2024 Direct Offering Agreement, the Company issued 1,368,600 3.50 2,400 4.255 4.13 0.125 0.0001 5,563,000 733,000 The Pre-Funded Warrants were exercisable at any time after the date of issuance and had an exercise price of $ 0.0001 9.99 9.99 20 The Purchase Warrants have an exercise price of $ 4.13 1,400,000 1.25 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 3.5 75,000 30,000 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 13.20 4.13 490,000 Approximately $ 106,000 2023 Registered Direct Offering On July 20, 2023, the Company entered into a securities purchase agreement (the “2023 Direct Offering Agreement”), with several investors relating to the issuance and sale of 1,694,820 0.001 Pursuant to the 2023 Direct Offering Agreement, the Company issued 1,650,473 2.75 44,347 3.98 4,716,000 597,000 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 7.0 182,447 3.5 75,000 30,000 2023 At-the-Market Offering On February 10, 2023, the Company entered into a Controlled Equity Offering Sales Agreement, (the “2023 At-the-Market Offering 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 12,500,000 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 2023 At-the-Market Offering Agreement. The Company will not make any sales of common stock pursuant to the 2023 At-the-Market Offering Agreement unless and until a new prospectus supplement is filed with the SEC. The 2023 At-the-Market Offering Agreement was terminated in August 2024. During the nine months ended September 30, 2024, the Company sold 0 no 35,552 211,000 134,000 2023 Equity Line of Credit On March 28, 2023, the Company entered into a purchase agreement (the “2023 Equity Line of Credit 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 10,000,000 Under the 2023 Equity Line of Credit Agreement, on any business day after March 28, 2023 selected by the Company over the 36 6,667 13,333 7.50 16,666 11.25 20,000 15.00 1,000,000 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 2023 Equity Line of Credit 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 2023 Equity Line of Credit 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 1,578,000 47,733 During the three and nine months ended September 30, 2024, the Company sold 362,219 and 949,574 shares, respectively, under the 2023 Equity Line of Credit Agreement for gross proceeds of approximately $ 400,000 and $ 1,900,000 , respectively. Over the life of the 2023 Equity Line of Credit Agreement through September 30, 2024, the Company sold 1,310,517 shares for gross proceeds of approximately $ 3,078,000 . The Company incurred approximately $ 326,000 of costs related to the execution of the 2023 Equity Line of Credit 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 paid for Lincoln Park expenses. These transaction costs were included in other expense in the statement of operations for the year ended December 31, 2023. The Company incurred approximately $ 249,000 and $ 38,000 for legal fees during the nine months ended September 30, 2024 and 2023, respectively, and included the costs in general and administrative expenses on its statement of operations. Under the terms of the Warrant Inducement Agreement, we agreed not to sell shares under the 2023 Equity Line of Credit Agreement for six months from the effective date of the Form S-3, which was September 3, 2024. As of November 14, 2024, the remaining availability under the 2023 Equity Line of Credit Agreement was $ 1,700,000 of shares of Common Stock that can be sold to Lincoln Park under the 2023 Equity Line of Credit Agreement, subject to the terms of the 2023 Equity Line of Credit Agreement. Warrants The following table is a summary of the Company’s warrants outstanding and exercisable as of September 30, 2024. SCHEDULE OF WARRANTS OUTSTANDING Exercise Price Number of Warrants Outstanding and Common Stock Underlying Warrants Issuance Date Expiration Date per Share September 30, 2024 December 31, 2023 Unmodified August 2022 Warrants (1) August 25, 2022 August 25, 2027 $ 13.20 433,321 799,985 Modified August 2022 Warrants(1) August 25, 2022 August 25, 2027 $ 4.13 55,553 - January 2024 Purchase Warrants (2) January 26, 2024 July 26, 2029 $ 4.13 171,000 - July 2024 Purchase Warrants (2) July 9, 2024 July 9, 2027 $ 2.25 1,248,527 - August 2024 Purchase Warrants (2) August 1, 2024 August 1, 2029 $ 1.36 2,566,667 - 4,475,068 799,985 (1) Liability classified (2) Equity classified 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 September 30, 2024, there were no The following table summarizes stock option activity for the 2010 Plan during the nine months ended September 30, 2024. SUMMARY OF STOCK OPTION ACTIVITY Options outstanding at December 31, 2023 245,154 Options granted Options forfeited or expired (199,794 ) Options outstanding at September 30, 2024 45,360 The weighted average exercise price of outstanding options under the 2010 Plan as of September 30, 2024 was $ 28.11 1.21 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 699,485 333,333 1,000,000 2,032,818 794,090 153,750 642,865 The following table summarizes stock option activity for the 2019 Plan during the nine months ended September 30, 2024. SUMMARY OF STOCK OPTION ACTIVITY Options outstanding at December 31, 2023 514,768 Options granted 514,974 Options forfeited or expired (235,652 ) Options outstanding at September 30, 2024 794,090 The weighted average exercise price of outstanding options as of September 30, 2024, under the 2019 Plan was $ 7.15 8.40 The following table summarizes RSU activity for the 2019 Plan during the nine months ended September 30, 2024. SUMMARY OF RSU ACTIVITY RSUs outstanding at December 31, 2023 59,463 RSUs granted 273,951 RSUs vested and issued (149,387 ) RSUs forfeited or expired (30,277 ) RSUs vested and unissued at September 30, 2024 153,750 Stock-Based Compensation During the nine months ended September 30, 2024, the Company granted option awards under the 2019 Plan with a weighted average grant date fair value of $ 1.62 2.68 Assumptions included in the fair value per share calculations during the nine months ended September 30, 2024, were (i) expected terms of one three years 4.33 4.96 0.94 4.87 13,000 The allocation of non-cash stock-based compensation expense by functional area for the three and nine months ended September 30, 2024 and 2023 was as follows. ALLOCATION OF NON-CASH STOCK BASED COMPENSATION EXPENSE BY FUNCTIONAL AREA Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2024 2023 2024 2023 Cost of revenue $ 6 $ 7 $ 32 $ 26 Research and development $ 46 $ 65 136 $ 224 Sales and marketing $ 95 $ (105 ) 139 $ 19 General and administrative $ 232 $ 451 556 $ 1,033 Total $ 379 $ 418 $ 863 $ 1,302 Stock-based compensation expense $ 379 $ 418 $ 863 $ 1,302 As of September 30, 2024, total unrecognized compensation cost related to unvested stock option awards was approximately $ 551,000 1.95 110,000 0.75 |