Aspira Women's Health Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 30, 2024, Aspira Women’s Health Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain existing accredited shareholders and Company insiders for the issuance and sale in a private placement (the “Private Placement”) of (i) 1,264,739 shares of the Company’s common stock (the “Common Stock”) and (ii) warrants (the “Common Warrants”) to purchase up to 1,264,739 shares of the Company’s Common Stock, at a purchase price of $1.53 per share of Common Stock and accompanying warrants.
On February 11, 2025, the Company received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) that based on the closing bid price per share immediately preceding entering into a binding agreement to issue the securities for the Private Placement of $1.47 per share plus $0.125 attributable to the value of the warrants, the market value of the transaction for purposes of Listing Rule 5625(c) was $1.595. Since the shares and warrants sold in the private placement were issued below the market value, and the Company failed to obtain shareholder approval, the Company violated Listing Rule 5635(c). Accordingly, this matter served as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.
Subsequently, on February 11, 2025, the Company completed amendments to the warrants prohibiting exercise until shareholder approval has been obtained. As a result, Staff has determined that the Company has regained compliance with Listing Rule 5635(c) and subject to the disclosure requirements below, this matter is now closed.
There can be no assurance that the Company will be successful in maintaining its listing of its common stock on the Nasdaq Capital Market.
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: February 14, 2025 | By: | /s/ Mike Buhle |
| Mike Buhle | ||
| Chief Executive Officer | ||