Item 8.01. Other Events.
On
The gross proceeds from the Offering are expected to be
Underwriting Agreement
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations and warranties contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, may have been used for purposes of allocating risk between the parties rather than establishing matters as facts, and may be subject to materiality and other limitations agreed upon by the contracting parties. Accordingly, stockholders should not rely upon such representations and warranties as characterizations of the actual state of facts or condition of the Company or its subsidiaries and affiliates.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference into this Current Report on Form 8-K, and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of such exhibit.
Warrants
The Warrants are being issued pursuant to a common stock purchase warrant ("Form
of Warrant"). Each Warrant has an initial exercise price equal to
If, at any time during the term of the Warrants, the issuance of shares of Common Stock upon exercise of the Warrants is not covered by an effective registration statement, the holder is permitted to effect a cashless exercise of the Warrants (in whole or in part) in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Warrant. Shares issued pursuant to a cashless exercise would be issued pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act, and thus the shares of Common Stock issued upon such cashless exercise would take on the characteristics of the Warrants being exercised, including, for purposes of Rule 144(d) promulgated under the Securities Act, a holding period beginning from the original issuance date of the Warrants.
In the event of a fundamental transaction, as described in the Form of Warrant, which generally includes any merger or consolidation by the Company with or into another entity, or the sale of all or substantially all of the Company's assets, the holders of the Warrants, at their option, will be entitled to receive upon exercise of the Warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity will assume the obligations under the Warrants. Additionally, as more fully described in the Form of Warrant, in the event of certain fundamental transactions, the holders of the Warrants may elect to receive consideration, in the form of either cash or the same kind the holders of the Company's common stock received, depending on the type of fundamental transaction, in an amount equal to the Black Scholes value of the Warrants on the date of consummation of such transaction.
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There is no established trading market available for the Warrants on any securities exchange or nationally recognized trading system. The Company does not intend to list the Warrants on any securities exchange or nationally recognized trading system.
The form of Warrant is filed as Exhibit 4.1 hereto and is incorporated by reference into this Current Report on Form 8-K, and the foregoing description of the terms of the Warrants is qualified in its entirety by reference to the full text of such exhibit.
The Offering (including the shares of Common Stock issuable from time to time
upon exercise of the Warrants) is being made pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-252267) filed with the
The opinion of the Company's counsel regarding the validity of the securities issued in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1* Underwriting Agreement, dated as ofAugust 22, 2022 , by and betweenAspira Women's Health Inc. andWilliam Blair & Company, L.L.C. 4.1* Form of Warrant 5.1 Opinion ofSidley Austin LLP 23.1 Consent ofSidley Austin LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
* Portions of this exhibit have been omitted in accordance with
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