Entry into a Material Definitive

On February 4, 2021, Aspira Women’s Health Inc. (the “


”) entered into an underwriting agreement (the

Underwriting Agreement

”) with William Blair & Company, L.L.C. and Truist Securities, Inc., as representatives of the several underwriters (the “


”) named in Schedule I to the
Underwriting Agreement, in connection with the underwritten public offering of 6,000,000 shares of the Company’s common stock, par value $0.001 per share (“

Common Stock

”), at a price to the public of $7.50 per share (the



Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase
up to an additional 900,000 shares of Common Stock (the “

Option Shares

”) at the public offering price, less the underwriting discount of $0.4875 per share. On February 5, 2021, the Underwriters notified the Company that
they were exercising this option in connection with the closing of the Offering. The Offering, including the Option Shares, closed on February 8, 2021 and resulted in net proceeds to the Company of $48,386,250, after giving effect to the
underwriting discount but before expenses.

The Underwriting Agreement contains customary representations, warranties and covenants by the
Company, customary indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations and warranties contained in the
Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, may have been used for purposes of allocating risk between the parties rather than
establishing matters as facts, and may be subject to materiality and other limitations agreed upon by the contracting parties. Accordingly, stockholders should not rely upon such representations and warranties as characterizations of the actual
state of facts or condition of the Company or its subsidiaries and affiliates.

The Offering was made pursuant to the Company’s
Registration Statement on Form



No. 333-252267)

filed with the Securities and Exchange Commission on January 20, 2021, including the prospectus dated
January 28, 2021 contained therein, as the same has been supplemented.

A copy of the Underwriting Agreement is attached hereto as
Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the aforementioned exhibit. A copy of the opinion of Sidley
Austin LLP, counsel to the Company, regarding the legality of the shares of Common Stock issued and sold in the Offering is attached as Exhibit 5.1 hereto.


Item 9.01.

Financial Statements and Exhibits.



Exhibit No.





Underwriting Agreement, dated February 4, 2021, between Aspira Women’s Health Inc. and William Blair 
& Company, L.L.C. and Truist Securities, Inc., as representatives of the several underwriters named in Schedule I thereto



Opinion of Sidley Austin LLP



Consent of Sidley Austin LLP (included in Exhibit 5.1)


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.






Date: February 8, 2021





/s/ Robert Beechey




Robert Beechey




Chief Financial Officer

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