Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

You should read the following discussion and analysis in conjunction with our audited Consolidated Financial Statements and related Notes thereto, included on pages F-1 through F-34 in this Annual Report on Form 10-K. The statements below contain forward-looking statements based upon current plans, expectations, and beliefs that involve risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statement, due to a number of factors, including those discussed in the section of this Annual Report on Form 10-K entitled "Forward-Looking Statements" and "Item 1A. Risk Factors" in this Form 10-K. You should read these sections carefully.

Overview

We are dedicated to the discovery, development, and commercialization of noninvasive, AI-powered tests to aid in the diagnosis of gynecologic diseases, starting with ovarian cancer.

We plan to broaden our focus to the differential diagnosis of other gynecologic diseases that typically cannot be assessed through traditional non-invasive clinical procedures, expanding our addressable market to over 10 million women. We expect to continue commercializing our existing and new technology and to distribute our test through both in-house and distributed pathways. We also intend to continue to raise public awareness regarding the diagnostic superiority of the Ova1Plus workflow as compared to CA-125 on its own for all women with adnexal masses, as well as the superior performance of our tests in detecting ovarian cancer in different racial populations. We plan to continue to expand access to our tests among Medicaid patients as part of our corporate mission to make the best care available to all women, and we plan to advocate for legislation and the adoption of our technology in professional society guidelines to provide broad access to our products and services.

To continue our commercialization objectives and reach our financial and operational goals, we require skilled sales individuals with familiarity in our industry. We have from time to time experienced, and may in the future experience, shortages of certain types of qualified employees.

2025 Strategic Shift

At the beginning of 2025, our new management team initiated a decisive strategic shift to position the Company on a path to profitability. This transformation was designed to significantly reduce cash burn while maintaining revenue performance.

As part of this effort, we streamlined our organization, reducing total headcount from 66 full-time employees as of December 31, 2024 to 36 full-time employees and two part-time employees in early 2025. In parallel, we executed a comprehensive reset of our commercial strategy. Leveraging detailed geographic profit and loss analysis, we reallocated resources to regions with favorable reimbursement profiles and reduced or eliminated outside sales efforts in markets with limited or no reimbursement. These actions were reinforced through enhanced sales training and a redesigned compensation structure aligned with profitability objectives.

We also optimized our marketing investments by eliminating spend that was not generating measurable revenue growth and implemented disciplined expense management practices consistent with a more efficient operating model.

To further improve margins, we intensified our focus on higher-reimbursement opportunities and expanded engagement with large accounts, including OB-GYN and hospital networks. This targeted approach resulted in two new contracts and a growing pipeline of additional large customer opportunities. Notably, we executed a contract with Mayo Clinical Laboratories and began generating new 2025 testing volume from Cleveland Clinic Foundation.

Concurrently, management conducted a comprehensive review of vendor and service agreements, resulting in renegotiated terms for key services, the transition to lower-cost vendors while maintaining service levels, and the elimination of non-essential contracts through process improvements.

As discussed in "Results of Operations," these strategic actions delivered meaningful financial impact. We maintained year-over-year revenue while reducing operating loss by 51% and decreasing cash used in operations by 40%, demonstrating tangible progress toward profitability.

Management will continue to execute on these initiatives, with a focus on cost efficiency, improved average unit pricing for its tests, and increased unit sales. In 2026, we plan to build on this momentum as we advance our path to profitability and achieve key milestones across our product pipeline.

Product Pipeline

We aim to introduce new gynecologic diagnostic products and to expand our product offerings to additional women's gynecologic health diseases by adding additional gynecologic bio-analytic solutions involving biomarkers, genetics, clinical risk factors and patient data to aid diagnosis and risk stratification. Future product expansions will be accelerated by the development of lab developed testing in a CLIA environment, relationships with strategic research and development partners, and access to specimens in our biobank.

The miRNAs used in the OVAinform test were the subject of a 2017 paper, "Diagnostic potential for a serum miRNA neural network for detection of ovarian cancer" published in the peer-reviewed journal Cancer Biology. In November 2024 a peer review journal publication entitled "Serum miRNA improves the accuracy of a multivariate index assay for triage of an adnexal mass" was published by our collaborator Dr. Kevin Elias' lab in the journal Gynecologic Oncology. This paper demonstrated that the combination of miRNAs with serum protein biomarkers from Aspiras's ovarian cancer risk tests provided superior performance over existing ovarian cancer risk assessment blood tests.

We have tested our entire set of selected miRNA biomarkers and, based on their performance, we are refining the features on our droplet digital PCR commercial platform. As a next step, we intend to increase our patient sample testing to refine the algorithm for the expanded utility of OVAinform.

ARPA-H

On October 23, 2024, the Advanced Research Projects Agency for Health ("ARPA-H") announced that it had selected Aspira as an awardee of the Sprint for Women's Health. As an awardee, we would have received $10,000,000 in funding over two years through the Sprint for Women's Health launchpad track for later-stage health solutions. We were

entitled to payments based on the completion of certain agreed-upon milestones. The award also provided for access to advisors to support the successful completion and commercial launch of the test before the end of the two-year contract term.

Through our development of ENDOinform, as discussed above, we met the first milestone for payment in the fourth quarter of 2024 and received a payment of $2,000,000. The second milestone was met during the first quarter of 2025, and we received a payment of $1,500,000. These payments are recognized in Other expense (income), net in the consolidated statement of operations for the years ended December 31, 2024 and 2025.

On June 9, 2025, Aspira received notice from VentureWell, the assigned managing contractor for ARPA-H, that Aspira had not met the specifications of the third milestone, and therefore elected to terminate the contract award. We disagree with this finding and believe we have successfully completed the third milestone per the agreement.

After the termination of this award, we have continued to fund ENDOinform development work. We will require additional funding to maintain the working capital necessary to continue our existing operations while also developing our product pipeline.

Critical Accounting Estimates

Our significant accounting policies are described in Note 1, Basis for Presentation and Summary of Significant Accounting and Reporting Policies, of the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K. The Consolidated Financial Statements are prepared in conformity with GAAP. Preparation of the financial statements requires us to make critical judgments, estimates, and assumptions that affect the amounts of assets and liabilities in the financial statements and revenues and expenses during the reporting periods (and related disclosures). We believe the policies discussed below are our critical accounting estimates, as they include the more significant, subjective, and complex judgments and estimates made when preparing our consolidated financial statements.

Revenue Recognition

We recognize product revenue in accordance with the provisions of ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"); all revenue is recognized upon completion of the OvaSuite tests based on estimates of amounts that will ultimately be realized. In determining the amount to accrue for a delivered test result, we consider factors such as historical payment history and amount, payer coverage, whether there is a reimbursement contract between the payer and us, and any current developments or changes that could impact reimbursement. These estimates are subject to uncertainty and require significant judgment by management because of the various inputs of the factors considered. We also review our patient account population and determine an appropriate distribution of patient accounts by payer (i.e., Medicare, patient pay, other third-party payer, etc.) into portfolios with similar collection experience. When evaluated for collectability, this results in a materially consistent revenue amount for such portfolios as if each patient account were evaluated on an individual contract basis.

Common Stock Warrants

In August 2022, we entered into an underwriting agreement, pursuant to which we issued warrants to purchase up to 799,985 shares of our Common Stock (the "August 2022 Warrants"). The August 2022 Warrants are classified as a liability on our financial statements and fair value is determined using the Black-Scholes option pricing model. This model uses Level 2 inputs.

In March 2025, we recorded warrants to purchase up to 12,298,177 shares of our Common stock in connection with the conversion of Senior Secured Convertible Promissory Notes (the "March 2025 Warrants"). The March 2025 Warrants are classified as a liability on our financial statements. The March 2025 Warrants had an exercise price of $0.25 per share for the first 24 months after issuance, and $0.50 per share thereafter, but were modified in September 2025 to an exercise price of $0.35 per share (the "Amended March 2025 Warrants"), utilizing a fixed expiration date. Prior to the modification, the fair value of the March 2025 Warrants was estimated using a Monte Carlo simulation pricing model, which uses Level 3 inputs due to its incorporation of significant inputs that are not observable in the market. The mean

present value across multiple simulation iterations was used to estimate the fair value of the March 2025 Warrants. Following the modification, the fair value of the Amended March 2025 Warrants is determined using the Black-Scholes option pricing model.

Level 2 assumption inputs generally require analysis to develop.

Warrants to purchase 450,000 shares of our Common Stock were exercised in September 2025.

Stock-Based Compensation

We record the fair value of non-cash stock-based compensation costs for stock options and stock purchase rights related to the 2010 and 2019 Plans. We estimate the fair value of stock options using a Black-Scholes option valuation model. This model requires the input of subjective assumptions including expected stock price volatility, expected life and estimated forfeitures of each award. We use the straight-line method to amortize the fair value over the vesting period of the award. These assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore are subject to management's judgment.

The expected life of options is based on historical data of our actual experience with the options we have granted and represents the period of time that the options granted are expected to be outstanding. This data includes employees' expected exercise and post-vesting employment termination behaviors. The expected stock price volatility is estimated using our historical volatility in deriving the expected volatility assumption. We made an assessment that our historic volatility is most representative of future stock price trends. The expected dividend yield is based on the estimated annual dividends that we expect to pay over the expected life of the options as a percentage of the market value of our common stock as of the grant date. The risk-free interest rate for the expected life of the options granted is based on the United States Treasury yield curve in effect as of the grant date.

There is inherent uncertainty in our forecasts and projections and, if we had made different assumptions and estimates than those described previously, the amount of our stock-based compensation expense, net loss and net loss per common stock amounts could have been materially different.

Liquidity

As discussed in Note 1 to our consolidated financial statements, Basis for Presentation and Summary of Significant Accounting and Reporting Policies, we have incurred significant net losses and negative cash flows from operations since inception, and as a result have an accumulated deficit of approximately $544,177,000 at December 31, 2025. We expect to incur a net loss in 2026 as well. In order to continue our operations as currently planned through 2026 and beyond, we will need to raise additional capital. Given the above conditions, there is substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties.

On June 9, 2025, we received a notice from Advanced Research Projects Agency for Health ("ARPA-H") that our ENDOinform contract originally signed in October 2024 was terminated for failure to meet the specifications of the third milestone under the contract. We received $2,000,000 in the fourth quarter of 2024 and $1,500,000 in the first quarter of 2025 prior to the termination of the contract. The loss of this non-dilutive funding eliminates a planned source of support for development activities and may delay the timeline to commercialize ENDOinform unless we are able to reinstate the award or secure alternative financing.

Recent Accounting Pronouncements

For additional information, see Note 2 to our consolidated financial statements, Recent Accounting Pronouncements, contained in Part II, Item 8, "Consolidated Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.

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Results of Operations - Year Ended December 31, 2025 as compared to Year Ended December 31, 2024

Our selected summary financial and operating data for the years ended December 31, 2025 and 2024 were as follows:

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Product Revenue. Product revenue was materially unchanged for the year ended December 31, 2025, compared to the same period in 2024. Revenue for Aspira Labs is recognized when the Ova1, Overa, Ova1Plus or OvaWatch test is completed based on estimates of what we expect to ultimately realize.The Company had a 7% reduction in unit sales, however maintained flat revenue through a focus on sales in more profitable regions of the country, resulting in a higher AUP (shown below).

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Cost of Revenue - Product.The decrease in Cost of product revenue was primarily due to a decrease in phlebotomy expenses of $289,000 and personnel costs of $180,000, offset by an increase in consulting costs of $107,000. We expect the cost of revenue to increase slightly in 2026 as the number of tests performed increases.

Research and Development Expenses. Research and development expenses represent costs incurred to develop our technology and carry out clinical studies, and include personnel-related expenses, regulatory costs, reagents and supplies used in research and development laboratory work, infrastructure expenses, contract services and other outside costs. The decrease in Research and development expenses was primarily due to a reduction in consulting costs of $620,000, personnel expenses of approximately $200,000 and lab supply costs of $104,000, offset by an increase to our clinical trials of $600,000. We expect research and development expenses to increase in 2026 due to the focus on our pipeline.

Sales and Marketing Expenses. Our sales and marketing expenses consist primarily of personnel-related expenses, education and promotional expenses. These expenses include the costs of educating physicians and other healthcare professionals, medical meeting participation, and dissemination of scientific and health economic publications. The decrease in Sales and marketing expenses was primarily due to a decrease in personnel costs of $2,944,000, costs related to our contracted sales team of $972,000, travel expenses of $738,000 and other marketing costs of $297,000. We expect sales and marketing expenses to remain flat for the majority of 2026.

General and Administrative Expenses. General and administrative expenses consist primarily of personnel-related expenses, professional fees, including legal, finance and accounting expenses and other infrastructure expenses. The decrease in General and administrative expenses was primarily due to a decrease in personnel costs of $2,723,000 and outside legal costs of $364,000, offset by increased consulting expenses of $430,000 and accounting costs of $389,000. We expect general and administrative expenses to remain flat during 2026.

Change in fair value of warrant liabilities.For the year ended December 31, 2025, there was a net increase in the Change in fair value of Warrant Liabilities of $5,607,000. The increase was due to the modification of the March 2025 Warrants, as well as the increase in our stock price during the year. For the year ended December 31, 2024, there was a net decrease in fair value of $1,346,000. The change in fair value during the year ended December 31, 2024 was primarily due to a decrease in our stock price during the year.

Change in fair value of Convertible Notes.The change in fair value of Convertible Notes for the year ended December 31, 2025 was $170,000, which was the gain recognized upon the conversion of the Convertible Notes into Units.

Loss upon issuance of Convertible Notes carried at fair value.The loss upon issuance of Convertible Notes carried at fair value for the year ended December 31, 2025 was $1,198,000. This represents an immediate loss recognized by the Company upon the issuance of the Convertible Notes.

Other Income, net.For the year ended December 31, 2025, we recognized Other net income of $1,809,000, comprised of the receipt of $1,500,000 from ARPA-H and the Employee Retention Tax Creditsof $1,000,000, offset by $496,000 of transaction costs related to 2025 Lincoln Park Agreement. For the year ended December 31, 2024, we recognized Other net income of $1,871,000, comprised of the receipt of $2,000,000 from ARPA-H, offset by $113,000 of costs associated with the 2024 Direct Offering Agreement that was allocated to the modification of the August 2022 Warrants.

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Cash Flows The following table summarizes our cash flows for the periods ended December 31, 2025 and 2024.

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Net cash used in operating activities for the year ended December 31, 2025 resulted primarily from the net loss reported of $12,780,000, approximately $1,148,000 related to changes in accrued liabilities and $936,000 related to changes in accounts payable, primarily offset by $5,607,000 related to changes in fair value of warrant liabilities, $1,198,000 related to changes in fair value of convertible notes, $531,000 related to non-cash stock compensation expense and $412,000 related to financing expense for entering into an equity line of credit with Lincoln Park.

Net cash used in operating activities for the year ended December 31, 2024 resulted primarily from the net loss reported of $13,094,000 and changes in fair value of warrant liabilities in the amount of approximately $1,346,000 and $418,000 related to changes in accrued liabilities, primarily offset by $1,494,000 related to non-cash stock compensation expense, $912,000 related to changes in accounts payable and $469,000 related to changes in accounts receivable.

Net cash used in investing activities consisted primarily of intangible assets and property and equipment purchases for the year ended December 31, 2025 and property and equipment purchases for the year ended December 31, 2024.

Net cash provided by financing activities for the year ended December 31, 2025 related primarily to net proceeds from an at the market offering resulting in net proceeds of $3,337,000, after deducting placement agent costs and other expenses of $147,000, net proceeds of $2,809,000 related to a private placement offering, after deducing offering costs of $140,000, net proceeds of $1,366,000 related to convertible notes and proceeds from a warrant exercise of $112,000, partially offset by principal payments on the DECD loan of $233,000.

Net cash provided by financing activities for the year ended December 31, 2024 related primarily to a registered direct offering resulting in net proceeds of $4,830,000, after deducting placement agent costs and other expenses of $733,000, net proceeds of $1,901,000 related to an equity line of credit agreement, net proceeds of $1,838,000 related to a private placement offering, after deducting placement agent costs and other expenses of $72,000, net proceeds of $1,862,000 related to a warrant inducement agreement, after deducting placement agent costs and other expenses of $277,000 and net proceeds of $715,000 related to an at the market offering, after deducting transaction-related offering costs of $189,000, partially offset by principal payments on the DECD loan of $93,000.

We have significant NOL carryforwards as of December 31, 2025 which are subject to a full valuation allowance due to our history of operating losses. Section 382 of the Internal Revenue Code of 1986, as amended ("Section 382"), as well as similar state provisions restrict our ability to use our NOL credit carryforwards to offset taxable income due to ownership change limitations that have occurred in the past or that could occur in the future. These ownership changes also may limit the amount of tax credit carryforwards that can be utilized annually to offset tax liabilities.

Our pre- 2018 federal NOLs will expire in varying amounts from 2025 through 2037, if not utilized; and can offset 100% of future taxable income for regular tax purposes. Any federal NOLs arising on or after January 1, 2018, can be carried forward indefinitely but such federal NOL carryforwards are permitted to be used in any taxable year to offset up to 80% of taxable income in such year. Portions of our state NOLs will expire in varying amounts from 2025 through 2044 if not utilized. Our ability to use our NOLs will be dependent on our ability to generate taxable income, and the portions of our NOLs could expire before we generate sufficient taxable income.

Our ability to use our NOL carryforwards to offset taxable income is restricted due to ownership change limitations that have occurred in the past or that could occur in the future, as required by Section 382, as well as similar state specific provisions.

Our management believes that Section 382 ownership changes most recently occurred as a result of our follow-on public offerings in 2011 and 2013.

These limitations may result in the expiration of a portion of our NOL carryforwards before utilization. Due to the existence of a full valuation allowance against our remaining NOLs, it is not expected that Section 382 limitations will have an impact on our results of operations or financial position. For additional information, see Note 11 to our consolidated financial statements, Income Taxes.

Liquidity and Capital Resources

We plan to continue to expend resources selling and marketing our ovarian cancer and endometriosis offerings and developing our pipeline and service capabilities.

We do not believe our existing cash and cash equivalents balance and cash flow from operations will be sufficient to meet our working capital, capital expenditures, and material cash requirements from known contractual obligations for the next twelve months and beyond. Our future capital requirements, the adequacy of available funds, and cash flows from operations could be affected by various risks and uncertainties, including, but not limited to, those detailed in Part I, Item 1A, Risk Factors in this Annual Report. We have incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $544,177,000 as of December 31, 2025. We also expect to incur a net loss and negative cash flows from operations for 2026. In order to continue our operations as currently planned through 2026 and beyond, we will need to raise additional capital, which may include public or private equity offerings, debt financing, collaborations, licensing arrangements. Given the above conditions, there is substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties.

Contractual Obligations

Loan Agreement

In March 2016, we entered into a loan agreement (as amended on March 7, 2018 and April 3, 2020, the "DECD Loan Agreement") with the State of Connecticut Department of Economic and Community Development (the "DECD"), pursuant to which we may borrow up to $4,000,000 from the DECD.

Under the terms of the DECD Loan Agreement, if we had failed to maintain our Connecticut operations through March 22, 2026, the DECD may have required early repayment of a portion or all of the loan plus a penalty of 5% of the total funded loan. For additional information, see Note 7 to our consolidated financial statements, Commitments, Contingencies and Debt. If we choose to repay the loan early, it may be done at any time without premium or penalty. As of December 31, 2025, the remaining balance outstanding under the DECD Loan Agreement is approximately $1,277,000, net of issuance costs.

Operating Leases

As of December 31, 2025, we are engaged in two lease agreements. Our Austin, Texas lease renewal agreement has a term of 81 months and expires on August 31, 2031, with the option to extend the lease for an additional three years. Our Shelton, Connecticut lease renewal agreement has a five-year term and expires on September 30, 2028, with a five-year renewal option.

Non-cancelable Royalty Obligations and Other Commitments

We are a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine under which we license certain of its intellectual property directed at the discovery and validation of biomarkers in human subjects, including but not limited to clinical application of biomarkers in the understanding, diagnosis and management of human disease. Under the terms of the amended research collaboration agreement, Aspira is required to pay the greater of 4% royalties on net sales of diagnostic tests using the assigned patents or annual minimum royalties of $57,500. Royalty expense for the years ended December 31, 2025 and 2024 totaled $289,000 and $293,000, respectively, as recorded in cost of revenue in the consolidated statements of operations.

Business Agreements

In August 2022, we entered into a sponsored research agreement with Harvard's Dana-Farber Cancer Institute, Brigham & Women's Hospital, and Medical University of Lodz (the "Dana-Farber, Brigham, Lodz Research Agreement") for the generation of a multi-omic, non-invasive diagnostic aid to identify endometriosis based on circulating miRNAs and proteins. The "Dana-Farber, Brigham, Lodz Research Agreement" requires payments to be made upon the achievement of certain milestones. Under the terms of and as further described in the agreement, payments of approximately $1,252,000 were made by us to the counterparties upon successful completion of certain deliverables as follows: 68% was paid in 2022, 15% was paid in 2023 and the remaining 17% was paid in 2025. During the year ended December 31, 2025, approximately $50,000 has been recorded as research and development expense in our consolidated financial statement of operations for the project. During the year ended December 31, 2024, approximately $118,000, was recorded as research and development expense in our consolidated financial statement of operations for the project. From the inception of the Dana-Faber, Brigham, Lodz Research Agreement through December 31, 2025, research and development expenses in the cumulative amount of $1,252,000 have been recorded and paid.

On March 20, 2023, we entered into a licensing agreement with Harvard's Dana-Farber Cancer Institute, Brigham & Women's Hospital, and Medical University of Lodz (the "Ovarian Cancer License Agreement") under which the Company will license certain of its intellectual property to be used in our OvaSuite product portfolio. Under the terms of the Ovarian Cancer License Agreement, we paid an initial license fee of $75,000 and pay an annual license maintenance fee of $50,000 on each anniversary of the date, as well as non-refundable royalty payments of up to $1,350,000 based on certain regulatory approvals and commercialization milestones and further royalty payments based on the net sales of our products included. No milestones have been reached as of December 31, 2025, and no royalty payments have been paid to date.

Common Stock

On March 28, 2023, we entered into a purchase agreement (the "2023 Equity Line of Credit Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park") and a registration rights agreement (the "LPC Registration Rights Agreement"), pursuant to which we had the right, in our sole discretion, to sell to Lincoln Park shares of our common stock, par value $0.001 per share (the "Common Stock"), having an aggregate value of up to $10,000,000 (the "Purchase Shares"), subject to certain limitations and conditions set forth in the 2023 Equity Line of Credit Agreement.

The issuance of the Purchase Shares had been previously registered pursuant to our effective shelf registration statement on Form S-3 (File No. 333-252267) (the "Old Registration Statement"), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement filed on March 28, 2023, that has expired. On April 22, 2024, we filed a registration statement on Form S-3 (File No. 333-278867) (the "Registration Statement"), and the related base prospectus included in the Registration Statement, that was declared effective by the SEC on April 25, 2024.

During the year ended December 31, 2024, we sold 949,574 shares under the 2023 Equity Line of Credit Agreement for gross proceeds of approximately $1,900,000. Over the life of the 2023 Equity Line of Credit Agreement through December 31, 2025, we sold 1,310,517 shares for gross proceeds of approximately $3,078,000. We incurred approximately $326,000 of costs related to the execution of the 2023 Equity Line of Credit Agreement, all of which are reflected in the consolidated financial statements. Of the total costs incurred, approximately $258,000 was paid in common

stock to Lincoln Park for a commitment fee and $30,000 was paid for Lincoln Park expenses. These transaction costs were included in other expense in our consolidated statement of operations for the year ended December 31, 2023. We incurred approximately $41,000 and $0 for legal fees during the year ended December 31, 2025 and 2024, respectively, and included the costs in general and administrative expenses on its consolidated statement of operations. Under the terms of the Warrant Inducement Agreement, we agreed not to sell shares under the 2023 Equity Line of Credit Agreement for six months from the effective date of the Form S-3, which was September 3, 2024. As of March 30, 2026, the remaining availability under the 2023 Equity Line of Credit Agreement was $1,700,000 of shares of Common Stock that can be sold to Lincoln Park under the 2023 Equity Line of Credit Agreement; however, as we are no longer traded on Nasdaq, we do not have access to this facility.

On January 24, 2024, we entered into a securities purchase agreement (the "2024 Direct Offering Agreement"), with several investors relating to the issuance and sale of 1,371,000 shares of our common stock, par value $0.001 per share, and pre-funded warrants to purchase 200,000 shares of Common Stock (the "Pre-Funded Warrants"), in a registered direct offering, together with accompanying warrants to purchase 1,571,000 shares of Common Stock (the "Purchase Warrants", and together with the Pre-Funded Warrants, the "Warrants") in a concurrent private placement (the "Concurrent Private Offering" and together with the registered direct offering, the "2024 Direct Offering").

Pursuant to the 2024 Direct Offering Agreement, we issued 1,368,600 shares of common stock to certain investors at an offering price of $3.50 per share, and 2,400 shares of common stock to an executive officer, at an offering price of $4.255 per share, which was the consolidated closing bid price of our common stock on The Nasdaq Capital Market on January 24, 2024 of $4.13 per share plus $0.125 per Purchase Warrant. The purchase price of each Pre-Funded Warrant was equal to the combined purchase price at which a share of Common Stock and the accompanying Purchase Warrant is sold in this 2024 Direct Offering, minus $0.0001. Our gross proceeds from the 2024 Direct Offering were approximately $5,563,000, before deducting placement agent fees and other expenses of approximately $733,000 payable by us. The 2024 Direct Offering closed on January 26, 2024.

All of the Pre-Funded Warrants were exercised on February 6, 2024.

The Purchase Warrants have an exercise price of $4.13 per share and were exercisable beginning six months after issuance. 1,400,000 of the Purchase Warrants were exercised on August 1, 2024 under the Warrant Inducement Agreement at a reduced price of $1.25 per share.

We engaged AGP to act as sole placement agent in the 2024 Direct Offering. We paid the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds generated from the 2024 Direct Offering, except that, with respect to proceeds raised in this 2024 Direct Offering from certain designated persons, AGP's cash fee is reduced to 3.5% of such proceeds, and to reimburse certain fees and expenses of the placement agent in connection with the 2024 Direct Offering. We also reimbursed the placement agent for its accountable offering-related legal expenses of $75,000 and a non-accountable expense allowance of $30,000. Costs related to the 2024 Direct Offering were recorded as an offset to additional paid-in capital on our balance sheet as of December 31, 2024.

Effective upon the closing of the 2024 Direct Offering, we also amended certain existing warrants (the "August 2022 Warrants") to purchase up to an aggregate of 366,664 shares at an exercise price of $13.20 per share and a termination date of August 25, 2027, so that the amended August 2022 Warrants have a reduced exercise price of $4.13 per share and a new termination date of January 26, 2029. The other terms of the amended August 2022 Warrants remain unchanged. We performed an analysis of the fair value of the August 2022 Warrants immediately before and after the modification and the increase in fair value of the August 2022 Warrants of $490,000 was recorded as a change in fair value of warrant liabilities in our consolidated statement of operations.

Approximately $106,000 of the costs related to the 2024 Direct Offering were allocated to the August 2022 Warrants and were recorded as other expense in our consolidated statement of operations.

On July 1, 2024, we entered into a securities purchase agreement with certain investors in a private placement (the "2024 Private Placement Offering"). Pursuant to the 2024 Private Placement Offering, we issued an aggregate of 1,248,529 shares of our common stock and accompanying warrants (the "July 2024 Warrants") to purchase an equal

number of shares of common stock at a price of $1.53 per share and accompanying warrant. The July 2024 Warrants have an exercise price of $2.25 per share and are exercisable until their expiration on the third anniversary of the issuance date. Our gross proceeds from the 2024 Private Placement Offering were approximately $1,909,000, before deducting expenses of approximately $72,000 payable by us.

In February 2025, certain July 2024 Warrants were modified to require shareholder approval of the July 2024 Warrants prior to their becoming exercisable.

On July 31, 2024, we entered into a warrant inducement agreement (the "Warrant Inducement Agreement") with a certain holder (the "Holder") of (i) warrants to purchase 311,111 shares of Common Stock dated August 22, 2022 (the "August 2022 Warrants") and (ii) warrants to purchase 1,400,000 shares of Common Stock dated January 26, 2024 (the "January 2024 Warrants"), pursuant to which the Holder agreed to exercise in cash the warrants held at a reduced exercise price of $1.25 per share (reduced from $4.13 per share for the August 2022 Warrants and $4.13 for the January 2024 Warrants).

As an inducement to such exercise, we agreed to issue to the Holder new Common Stock warrants (collectively, the "August 2024 Warrants"), to purchase up to 2,566,667 shares of Common Stock. The August 2024 Warrants were exercisable immediately after issuance and will expire 5 years from the initial exercise date.

The transaction, which closed on August 1, 2024, resulted in net proceeds of approximately $1,862,000. The Warrant Inducement Agreement was entered into to encourage the exercise of the August 2022 Warrants and January 2024 Warrants in order to obtain capital for operations. The $1,323,000 incremental value transferred for the modification to both the August 2022 Warrants and January 2024 Warrants as a result of the Warrant Inducement Amendment was accounted for as an equity issuance cost and recognized within additional paid in capital in the audited consolidated balance sheets.

On August 2, 2024, we entered into an agreement with H.C. Wainwright in connection with an At the Market offering agreement (the "2024 At the Market Offering") to sell shares of our common stock ("Common Stock"), having an aggregate sales price of up to $4,450,000, from time to time, through an "at the market offering" program under which H.C. Wainwright acts as sales agent. We pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of shares under the 2024 At the Market Offering. We have also reimbursed H.C. Wainwright for certain specified expenses in connection with entering into the 2024 At the Market Offering.

During the year ended December 31, 2025, we sold 12,277,441 shares under the 2024 At the Market Offering Agreement for gross proceeds of approximately $3,483,000 before deducting expenses of approximately $146,000. During the year ended December 31, 2024, we sold 1,073,050 shares under the 2024 At the Market Offering for gross proceeds of approximately $903,000. We incurred approximately $240,000 of costs related to the execution of the 2024 At the Market Offering, all of which were recorded as an offset to additional paid-in capital on our balance sheet as of December 31, 2024.

On March 12, 2025, we issued warrants (the "March 2025 Warrants") upon the conversion of the Convertible Notes (see Note 7 to our consolidated financial statements, Commitments, Contingencies and Debt). The March 2025 Warrants were exercisable for five years at $0.25 per share for the first 24 months after issuance, and $0.50 per share thereafter. In September 2025, the March 2025 Warrants were modified to a single exercise price of $0.35 per share and the termination date was extended to March 5, 2031.

On April 4, 2025, we entered into an equity purchase agreement (the "2025 Equity Purchase Agreement") with Triton Funds L.P. ("Triton") for the purchase of up to $2.0 million of our shares of common stock.

Pursuant to the 2025 Equity Purchase Agreement, the Company issued 354,988 shares of restricted common stock to Triton for $25,000 and upon effectiveness of a registration statement registering the shares of Common Stock, we would be able to close on the sale of up to $2 million of Common Stock. Transaction costs were approximately $214,000. The 2025 Equity Purchase Agreement expired on September 30, 2025.

On April 15, 2025, the Company was delisted from the trading of its Common Stock on the Nasdaq Stock Market. As a result of the delisting, the 2024 At the Market Offering Agreement was terminated.

On September 16, 2025, we entered into a securities purchase agreement with certain investors and board members in a private placement (the "2025 Private Placement Offering"). Pursuant to the 2025 Private Placement Offering, we issued an aggregate of 6,550,000 shares of our common stock and accompanying warrants (the "September 2025 Warrants") to purchase an equal number of shares of common stock at a price of $0.45 per share and accompanying warrant. The September 2025 Warrants have an exercise price of $0.75 per share and are exercisable until their expiration on the fifth anniversary of the issuance date. The gross proceeds from the 2025 Private Placement Offering were approximately $2,949,000, before deducting issuance costs of approximately $140,000.

On December 23, 2025, we entered into an equity purchase agreement (the "2025 Lincoln Park Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park"), for the purchase of up to an aggregate of $10.0 million of our Common Stock.

Pursuant to the 2025 Lincoln Park Agreement, on any business day on which the closing sale price of the Common Stock is greater than $0.10 per share, we may direct Lincoln Park to purchase up to 50,000 shares of Common Stock (a "Regular Purchase"), which amount may be increased to up to 75,000 shares if the closing sale price is not below $0.50 per share and up to 100,000 shares if the closing sale price is not below $0.75 per share, in each case subject to a maximum dollar amount of $500,000 per Regular Purchase. The purchase price per share for each Regular Purchase will be equal to 95% of the lower of (i) the lowest sale price of the Common Stock on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the Common Stock during the ten business days immediately preceding the applicable purchase date. Regular Purchases may be effected as frequently as each business day after the close of trading so that the applicable purchase price is fixed and known at the time we elect to sell shares to Lincoln Park.

In addition, if we direct Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the Purchase Agreement, we may also direct Lincoln Park to purchase additional shares of Common Stock in one or more accelerated purchases (each, an "Accelerated Purchase") on the following business day. We may set a minimum price threshold for any Accelerated Purchase in the related notice. For any Accelerated Purchase, Lincoln Park will purchase the lesser of (i) three times the number of shares purchased in the corresponding Regular Purchase and (ii) 30% of the trading volume on the Accelerated Purchase date, at a purchase price per share equal to the lower of 95% of (x) the closing sale price on the Accelerated Purchase date and (y) the volume-weighted average price for such date. Subject to satisfaction of the applicable conditions, we may direct multiple Accelerated Purchases in a single trading day, provided share deliveries for prior purchases have been completed.

We have incurred significant net losses and negative cash flows from operations since inception. At December 31, 2025 we had an accumulated deficit of $544,177,000 and stockholders' deficit of $6,932,000. As of December 31, 2025, we had $1,755,000 of cash and cash equivalents, and $3,465,000 of current liabilities. Our working capital was $598,000 at December 31, 2025. There can be no assurance that we will achieve or sustain profitability or positive cash flow from operations. In addition, while we expect to grow revenue through Aspira Labs, there is no assurance of our ability to generate substantial revenues and cash flows from Aspira Labs' operations. We expect revenue from our products to be our only material, recurring source of cash in 2026.

We expect to incur a net loss and negative cash flows from operations in 2026.

Our future liquidity and capital requirements will depend upon many factors, including, among others:

In the event that our existing cash on hand is not sufficient to fund our near or long term operations, meet our capital requirements or satisfy our anticipated obligations as they become due, we expect to take further action to protect our liquidity position. Such actions may include, but are not limited to: