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

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 “selling 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 we ● 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 Purchase See “The Lincoln Park Transaction” for descriptions of the Purchase Agreement and “Selling 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 which 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 trading 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 common 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 a 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 be 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. The date of this prospectus is January 9, 2026. TABLE OF CONTENTS 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 this The information provided or incorporated by reference in this prospectus contains estimates and otherstatistical data made by independent parties and by us relating to market size and growth and other dataabout our industry. We obtained the industry and market data in this prospectus or in the documentsincorporated by reference into this prospectus from our own research as well as from industry and generalpublications, surveys and studies conducted by third parties. This data involves a number of assumptionsand limitations and contains projections and estimates of the future performance of the industry in whichwe operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” Wecaution you not to give undue weight to such projections, assumptions, and estimates. Further, industry INFORMATION REGARDING FORWARD-LOOKING STATEMENTS Some of the statements included or incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, as amended, or theSecurities Act, and Section21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.These statements relate to future events or to our future operating or financial performance and involve In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “intend,”“should,”“could,”“would,”“expects,”“plans,”“anti