Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on March 5, 2025, Aspira Women's Health Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain existing accredited shareholders (the "Purchasers") for the issuance and sale in a private placement (the "Private Placement") of an aggregate principal amount of $1,370,000 in the form of Senior Secured Convertible Promissory Notes (the "Convertible Notes"). The Convertible Notes were convertible into units ("Units") consisting of one share of common stock, par value $0.001 per share (the "Common Stock") and 2.25 warrants (the "Warrants"), which were exercisable for five years at $0.25 per share for the first 24 months after issuance and $0.50 per share thereafter. As of the date hereof, all of the Convertible Notes have converted into Units in accordance with their terms.

On September 19, 2025, the Company entered into an amendment to the Securities Purchase Agreement (the "Amendment"), pursuant to which, among other things, the Company and the Purchasers agreed to (i) amend the definition of "Exempt Issuance" to exclude securities issued in a firm commitment public offering or an at-the-market offering, (ii) to require the Company to file a registration statement on Form S-1 by September 30, 2025 to register the shares of Common Stock and shares of Common Stock underlying the Warrants included in the Units, and (iii) to grant Purchasers, as a group, the right to appoint an aggregate of three directors to the Company's board of directors (the "Board") until the earlier of (a) both (1) three years from the date of the Amendment and (2) one year after the Common Stock has been listed on a national securities exchange or (b) the date on which the Purchasers, on an aggregate basis, hold less than fifty percent (50%) of the Warrants.

Additionally, in connection with the Amendment, the Company issued Amended and Restated Series A Common Stock Warrants (the "Amended and Restated Warrants") and which amended and restated the Warrants to provide for a fixed exercise price of $0.35 per share, eliminate the cashless exercise feature so that all exercises must be paid in cash, extend the term of the warrants from five to six years from the issuance date, and change the initial exercisability from five months to six months after the issuance date.

The foregoing description of the Amendment and the Amended and Restated Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment and the Form of Amended and Restated Warrant, which are attached hereto as Exhibit 10.1 and 4.1, respectively, and incorporate herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 is hereby incorporated herein by reference.