Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 30, 2026, Aspira Women's Health Inc. (the "Company") entered into a Subordinated Business Loan and Security Agreement (the "Subordinated Loan Agreement") with Agile Lending, LLC, as lead lender, and Agile Capital Funding, LLC, as collateral agent, pursuant to which the Lenders (as such term is defined in the Subordinary Loan Agreement) agreed to make a secured term loan to the Company and certain subsidiary co-borrowers. The Subordinated Loan Agreement is dated as of January 30, 2026.

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The term loan is evidenced by a Subordinated Secured Promissory Note (the "Note") in the form attached to the Subordinated Loan Agreement. The Note was issued in the principal amount of $1,050,000, will include interest charges of $441,000 (assuming all payments are made on time), and is scheduled to mature on August 26, 2026. The Note is expressly subordinated in right of payment to all Senior Indebtedness, as described in the Note. The Company granted a continuing security interest in substantially all of the Company's and the co-borrowers' personal property, including goods, accounts, equipment, inventory, general intangibles (including intellectual property), instruments, chattel paper, deposit accounts and other investment property, and proceeds thereof, in each case subject to customary exclusions (including anti-assignment limitations to the extent enforceable). The collateral agent is authorized to take actions to perfect the security interests; however, the Subordinated Loan Agreement provides that a financing statement may be filed only upon an event of default. The Company will use the proceeds for general corporate purposes.

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The Subordinated Loan Agreement includes customary affirmative covenants (including financial reporting, maintenance of insurance, and additional assurances) and negative covenants (including restrictions on affiliate transactions), with certain financial covenant requirements waived. Events of default include payment defaults, certain covenant defaults, material adverse changes, certain liens, judgments, and insolvency events, among others. Upon an event of default, the lenders may accelerate the obligations, exercise remedies under the loan documents and applicable law, and repossess collateral. The Subordinated Loan Agreement is governed by the laws of the Commonwealth of Virginia, with exclusive jurisdiction in Virginia courts as specified in the agreement.

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The description of the Subordinary Loan Agreement, the Note and related documents is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent it relates to the creation of a direct financial obligation.

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