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    Aware Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits

    6/16/25 4:00:26 PM ET
    $AWRE
    Computer Software: Prepackaged Software
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    Get the next $AWRE alert in real time by email
    8-K
    0001015739false00010157392025-06-132025-06-13

     

     

    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): June 13, 2025

    AWARE, INC.

    (Exact name of registrant as specified in its charter)

    Massachusetts

    000-21129

    04-2911026

    (State or other jurisdiction

    of incorporation)

    (Commission

    File Number)

    (IRS Employer

    Identification No.)

    76 Blanchard Road, Burlington, MA, 01803

    (Address of principal executive offices, including zip code)

    Registrant’s telephone number, including area code: (781) 687-0300

    Not Applicable

    (Former Name or Former Address, if Changed Since Last Report)

    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

    Name of Each Exchange

    on Which Registered

    Common Stock, par value $.01 per share

    AWRE

    The Nasdaq Global 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

    ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

    On June 13, 2025, Aware and Ajay K. Amlani, Aware’s President and Chief Executive Officer, entered into an Amendment to Employment Agreement (the “Amendment”). Pursuant to the Amendment, Mr. Amlani and Aware agreed that Mr. Amlani’s base salary for the period from January 1, 2026 through December 31, 2027 will be paid 25% in cash and 75% in restricted stock units of the Company. Accordingly, on March 13, 2025, Aware granted Mr. Amlani an award of restricted stock units with a grant date fair value of $600,000 and representing the right to receive 354,600 shares of common stock of Aware. Such restricted stock units will vest in twenty-four equal monthly installments on the 16th day of each month with the first vesting to occur on January 16, 2026 and with the final vesting to occur on December 16, 2027.

    A copy of the Amendment is attached as Exhibit 10.1 to this Report. The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment.

    ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

    No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report:

    (d) EXHIBITS.

    Number

    Description

    10.1

    Amendment to Employment Agreement dated as of June 13, 2025 by and between Aware, Inc. and Ajay K. Amlani.

     

     

    104

    Cover Page Interactive Data File (embedded within XBRL document)

     


     

    SIGNATURE

    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, thereunto duly authorized.

        AWARE, INC.

    Dated: June 16, 2025

    By:

    /s/ David K. Traverse

     

    David K. Traverse

    Chief Financial Officer

     

     


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