Aspira Women’s Health Inc美股招股说明书(2025-11-21版)

ASPIRA WOMEN’S HEALTHINC.29,226,527 Shares of Common Stock Thisprospectus relates to the resale from time to time of a total of 29,226,527 shares(collectively, the “Resale Shares”) of common stock, par value of $0.001 per share (the “CommonStock”) of Aspira Women’s HealthInc. (the “Company”), comprised of: (i)5,915,850 shares of CommonStock issued in connection with the conversion of the Convertible Notes(defined below), (ii)11,848,177shares of Common Stock underlying the Amended and Restated March2025 Warrants (defined below),(iii)6,550,000 shares of Common Stock issued pursuant to the September2025 Purchase Agreement(defined below), and (iv)4,912,500 shares of Common Stock underlying the September2025 Warrants(defined below). On March5, 2025, the Company entered into a securities purchase agreement (the “March2025Purchase Agreement”)with certain existing accredited investors(the“March 2025 Purchasers”)pursuant to which the Company issued and sold an aggregate principal amount of $1,370,000 of SeniorSecured Convertible Promissory Notes(the “Convertible Notes”). The Convertible Noteswere convertibleinto units (the “Units”) consisting of one share of Common Stock (the “March2025 Shares”) and 2.25warrants which are exercisable for fiveyears at $0.25 per share for the first 24months after issuance and$0.50 per share thereafter (the “March2025 Warrants”). As of the date hereof, the Convertible Noteshaveall converted into Units, and this prospectus is registering the March2025 Shares as well as the sharesunderlying the March2025 Warrants. On September19, 2025, the Company entered into an Amendment to Securities PurchaseAgreement (the “March2025 Purchase Agreement Amendment”) with the March2025 Purchasers,which amended to the March2025 Purchase Agreement to, among other things, amend registration rightsapplicable for the March2025 Purchasers and change provisions related to director nomination rights. Inconnection with entering into the March2025 Purchase Agreement Amendment, on September19, 2025,the Company amended and restated the March2025 Warrants by issuing new Amended and RestatedSeriesA Common Stock Purchase Warrants to the March2025 Purchasers (such warrants, the “Amendedand Restated March2025 Warrants”), which, among other things, updated the exercise price applicableto the March2025 Warrants to $0.35 per share and removed the ability to cashless exercise such warrants. On September16, 2025, the Company entered into a securities purchase agreement (the“September2025 Purchase Agreement”) with accredited and institutional investors (collectively, the“September2025 Purchasers” and together with the March2025 Purchasers, the “Selling Stockholders”)pursuant to which the Company issued and sold in a private placement (i)6,550,000 shares of CommonStock (the “September2025 Shares”) and (ii)warrants (the “September2025 Warrants” and togetherwith September2025 Shares the“September 2025 Units”) to purchase up to 4,912,500 shares ofCommon Stock at a purchase price of $0.45 per September2025 Unit. The September2025 Warrants areimmediately exercisable upon issuance at an exercise price of $0.75 per share and have a term of exerciseequal to fiveyears from the date of issuance. We are not selling any securities under this prospectus, and we will not receive any proceeds fromthe sale of shares of our Common Stock by the Selling Stockholders under this prospectus. The SellingStockholders will bear all brokerage commissions and similar expenses attributable to the sale of theResale Shares and September2025 Warrants under this prospectus, and we will bear all costs, expenses,and fees in connection with the registration of such Resale Shares and September2025 Warrants. TheSelling Stockholders may sell the Resale Shares offered by this prospectus from time to time on terms tobe determined at the time of sale through ordinary brokerage transactions or through any other meansdescribed in this prospectus. Such Resale Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. See “Plan ofDistribution” beginning on page18. Our Common Stock is listed on the OTCQB Market (the “OTCQB”) under the symbol “AWHL.”On November18, 2025, the closing price per share of our Common Stock on the OTCQB was $0.50. We are a “smaller reporting company” as defined in the federal securities laws and will be subjectto reduced public company reporting requirements. See “Prospectus Summary—Implications of Being aSmaller Reporting Company.” You should read this prospectus, together with the additional information described under theheading “Where You Can Find More Information” carefully before you invest in any of our securities. Investing in our securities is highly speculative and involves a high degree of risk. See “RiskFactors” beginning on page7 of this prospectus for a discussion of information that should beconsidered in connection with an inve