Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 2, 2024, Aspira Women's Health Inc. (the "Company") entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), to sell shares of our common stock, par value $0.001 per share, (the "Shares") having an aggregate sales price of up to $4,450,000, from time to time, through an "at the market offering" program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

We will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide Wainwright with customary indemnification and contribution rights. We will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

We are not obligated to sell any of the Shares under the ATM Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the ATM Agreement will terminate on the earlier of (1) the sale, pursuant to the ATM Agreement, of Shares having an aggregate offering price of $4,450,000 and (2) the termination of the ATM Agreement by either us or Wainwright, as permitted therein.

The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-278867) filed by the Company with the SEC on April 22, 2024 and declared effective by the SEC on April 25, 2024. Concurrently herewith, we are filing a prospectus supplement (the "Prospectus Supplement"), dated August 2, 2024, with the U.S. Securities and Exchange Commission in connection with the offer and sale of the Shares.

This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security nor any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

On August 2, 2024, the Company terminated its Controlled Equity Offering℠ Sale Agreement dated February 10, 2023 with Cantor Fitzgerald & Co.

The foregoing description is qualified in its entirety by reference to the full text of the ATM Agreement, the form of which is filed as Exhibit 1.1 to this Current Report.

Attached hereto as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of Sheppard, Mullin, Richter & Hampton LLP relating to the legality of the Shares.