Aspira Women’s Health Inc美股招股说明书(2026-01-12版)

ASPIRA WOMEN’S HEALTH INC.16,697,509 Shares of Common Stock This prospectus relates to the offer and resale of up to 16,697,509 shares of our common stock byLincoln Park Capital Fund, LLC, which we refer to in this prospectus as “Lincoln Park” or the “sellingstockholder.” The shares of common stock being offered by the selling stockholder consist of: ● up to 15,873,016 shares of common stock that we may elect to issue and sell to Lincoln Park, inour sole discretion from time to time after the date of this prospectus (the “Purchase Shares”), pursuant toa purchase agreement, dated as of December 23, 2025, that we entered into with Lincoln Park, which werefer to in this prospectus as the “Purchase Agreement”, providing for up to $10.0 million of committedequity financing; and ● 824,493 shares of our common stock that we issued to Lincoln Park on December 23, 2025 asconsideration for its irrevocable commitment to purchase our common stock pursuant to the PurchaseAgreement (the “Commitment Shares”). See “The Lincoln Park Transaction” for descriptions of the Purchase Agreement and “SellingStockholder” for additional information regarding Lincoln Park. We are not selling any securities under this prospectus and will not receive any of the proceeds fromthe resale by the selling stockholder of shares of common stock under this prospectus. However, we mayreceive proceeds of up to $10.0 million from our sale of Purchase Shares, if any, to Lincoln Park under thePurchase Agreement, from time to time in our discretion after the date the registration statement of whichthis prospectus is a part is declared effective and the other conditions in the Purchase Agreement have beensatisfied. Lincoln Park may sell the shares of our common stock described in this prospectus in a number ofdifferent ways and at varying prices. The price that Lincoln Park will pay for the shares to be resoldpursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the tradingprice of our common stock. Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended (the “Securities Act”). The purchase price for the Purchase Shares will be based upon formulas set forth in the PurchaseAgreement and described in this prospectus depending on the type of purchase notice we submit toLincoln Park from time to time. We will pay the expenses incurred in registering the shares of our commonstock, including legal and accounting fees. See “Plan of Distribution” beginning on page 24 for moreinformation about how Lincoln Park may sell the shares of common stock being registered pursuant to thisprospectus. Our Common Stock is listed on the OTCQX Market (the “OTCQX”) under the symbol “AWHL.” OnDecember 29, 2025, the closing price per share of our Common Stock on the OTCQX was $0.63. We are a “smaller reporting company” as defined in the federal securities laws and will be subject toreduced 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 the heading“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 page 5 of this prospectus for a discussion of information that should beconsidered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus is January 9, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1INFORMATION REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY3RISK FACTORS5THE LINCOLN PARK TRANSACTION11USE OF PROCEEDS18DESCRIPTION OF SECURITIES19SELLING STOCKHOLDER22PLAN OF DISTRIBUTION24LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF DOCUMENTS BY REFERENCE27 ABOUT THIS PROSPECTUS You should carefully read this prospectus before deciding to invest in our securities. We have notauthorized anyone to provide you with additional information or information different from that containedor incorporated by reference in this prospectus filed with the Securities and Exchange Commission (the“SEC”). We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. The selling stockholder is offering to sell, and seeking offers to buy,our securities only in jurisdictions where offers and sales are permitted. The information contained in thisprospectus, or any document incorporated by reference in this prospectus, is accurate only as of the date ofthose respective documents, regardless of the time of delivery of th