Form 8-K - Current report

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): July 25, 2024

Aspira Women’s Health Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-34810	33-0595156
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

On July 29, 2024, Aspira Women’s Health Inc. (the “Company”) issued a press release announcing the appointment of John Ragard as a director, effective July 25, 2024. Mr. Ragard will serve as a director until the Company’s 2025 annual meeting of stockholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Mr. Ragard is a Senior Investment Advisor at Wayve Capital Management with over 46 years as a venture capital investor, public equity buy-side analyst, and portfolio manager. Prior to joining Wayve, Mr. Ragard was a portfolio manager at Spouting Rock, where he co-managed a small-cap growth portfolio that outperformed the benchmark over the 5-year and since-inception periods. Mr. Ragard received his Bachelor of Science in Economics cum laude from the Wharton School and is a Chartered Financial Analyst.

Mr. Ragard was designated by Jack W. Schuler, a stockholder of the Company and holding the right to designate an individual to be nominated to the Board pursuant to the Stockholders Agreement dated May 13, 2013 by and among the Company and the purchasers of the Company’s common stock and warrants named therein (the “Stockholders Agreement”). The Stockholders Agreement was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission on May 14, 2013 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.	Description
99.1	Press Release issued by Aspira Women’s Health on July 29, 2024
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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.

Date: July 29, 2024	By:	/s/ Nicole Sandford
		Nicole Sandford
		Chief Executive Officer

Aspira Women’s Health Appoints Mr. John Ragard to its Board of Directors

Mr. Ragard further strengthens the Board bringing more than 46 years of significant public equity investment and Wall Street experience

AUSTIN, Texas – July 29, 2024 – Aspira Women’s Health Inc. (“Aspira”) (Nasdaq: AWH), a bio-analytical based women’s health company focused on the development of gynecologic disease diagnostic tools, today announced the appointment of Mr. John Ragard to its Board of Directors. Mr. Ragard is an accomplished executive with extensive experience successfully managing several billion-dollar portfolios over his career.

“We are pleased to welcome John to our Board of Directors,” said, Ms. Jannie Herchuk, Chairwoman of the Board at Aspira Women’s Health. “John brings a wealth of experience and a keen understanding of Wall Street, having been a successful money manager for the past four decades. He will be an important voice on our Board as we continue to build Aspira to be a world-class company delivering a new standard of care in women’s health.”

Nicole Sandford, Chief Executive Officer of Aspira Women’s Health said, “John is an excellent addition to the Board. As a seasoned investment professional, John understands what Aspira needs to do to attract and retain long-term investors. He has followed the company closely for many years and, as a result, will quickly add valuable insight to help us execute the next phase of accelerated growth.”

Mr. John Ragard spent over 46 years as a venture capital investor, public equity buy-side analyst, and portfolio manager. Mr. Ragard is currently a Senior Investment Advisor at Wayve Capital Management after having been a portfolio manager at Spouting Rock for over six years, where he co-managed a small-cap growth portfolio that outperformed the benchmark over the 5-year and since-inception periods. Prior to Spouting Rock, Mr. Ragard was a portfolio manager at Friess Associates where he outperformed the Russell 3000 Growth Index by over 400 basis points annually for over 20 years. Mr. Ragard received his Bachelor of Science in Economics cum laude from the Wharton School and is a Chartered Financial Analyst.

Mr. Ragard added, “I am excited to join this group of committed directors. I have long believed in the promise of Aspira’s compelling portfolio, and I look forward to working closely with them as we take the company to the next level.”

About Aspira Women’s Health Inc.

Aspira Women’s Health Inc. is dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases.

OvaWatch® and Ova1Plus® are offered to clinicians as OvaSuiteSM. Together, they provide the only comprehensive portfolio of blood tests to aid in the detection of ovarian cancer for the 1.2+ million American women diagnosed with an adnexal mass each year. OvaWatch provides a negative predictive value of 99% and is used to assess ovarian cancer risk for women where initial clinical assessment indicates the mass is indeterminate or benign, and thus surgery may be

premature or unnecessary. Ova1Plus is a reflex process of two FDA-cleared tests, Ova1® and Overa®, to assess the risk of ovarian malignancy in women planned for surgery.

Our in-development test pipeline is designed to expand our ovarian cancer portfolio and addresses the tremendous need for noninvasive diagnostics for endometriosis, a debilitating disease that impacts millions of women worldwide. In ovarian cancer, our OvaMDxSM risk assessment is designed to combine microRNA and protein biomarkers with patient data to further enhance the sensitivity and specificity of our current tests. In endometriosis, EndoCheckSM is the first-ever noninvasive test designed to identify endometriomas, one of the most commonly occurring forms of endometriosis. The EndoMDxSM test is designed to combine microRNA and protein biomarkers with patient data to identify all endometriosis.

Forward-Looking Statements
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties. Such forward-looking statements include statements regarding, among other things, the timing and completion of any products in the pipeline development and other statements that are predictive in nature. Actual results could differ materially from those discussed due to known and unknown risks, uncertainties, and other factors. These forward-looking statements generally can be identified by the use of words such as “designed to,” “expect,” “plan,” “anticipate,” “could,” “may,” “intend,” “will,” “continue,” “future,” other words of similar meaning and the use of future dates. Forward-looking statements in this press release and other factors that may cause such differences include the satisfaction of customary closing conditions related to the offering and the expected timing of the closing of the offering. These and additional risks and uncertainties are described more fully in the company’s filings with the SEC, including those factors identified as “Risk Factors” in our most recent Annual Report on Form 10-K, for the fiscal year ended December 31, 2023, and subsequent Quarterly Reports on Form 10-Q. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Aspira presently does not know, or that Aspira currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Aspira’s expectations, plans, or forecasts of future events and views as of the date of this press release. Subsequent events and developments may cause the Company’s assessments to change. However, while Aspira may elect to update these forward-looking statements at some point in the future, Aspira expressly disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Aspira’s assessments of any date after the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Investor Relations Contact:
Nicole Sandford

Chief Executive Officer

Investors@aspirawh.com

Document and Entity Information	Jul. 25, 2024
Cover [Abstract]
Entity Registrant Name	Aspira Women’s Health Inc.
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000926617
Document Type	8-K
Document Period End Date	Jul. 25, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-34810
Entity Tax Identification Number	33-0595156
Entity Address, Address Line One	12117 Bee Caves Road
Entity Address, Address Line Two	Building III
Entity Address, Address Line Three	Suite 100
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	512
Local Phone Number	519-0400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share
Trading Symbol	AWH
Entity Emerging Growth Company	false