Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

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On June 5, 2026, Aspira Women's Healthcare Inc. (the "Company") entered into securities purchase agreements (the "Purchase Agreement") with accredited and institutional investors ("the "Purchasers") for the issuance and sale in a private placement (the "Private Placement") of (i) 3,300,000 shares (the "Shares") of the Company's common stock, par value $0.001 (the "Common Stock") and (ii) warrants (the "Common Warrants") to purchase up to 4,455,000 shares of the Company's Common Stock, at a purchase price of $0.45 per share of Common Stock and accompanying warrants.

The Common Warrants are exercisable immediately upon issuance at an exercise price of $0.75 per share and have a term of exercise equal to three years from the date of issuance.

The closing of the Private Placement occurred on June 5, 2026. The gross proceeds to the Company from the Private Placement were approximately $1.485 million, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for working capital and general corporate purposes.

The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions, as well as an anti-dilutive provision. The foregoing descriptions of terms and conditions of the Purchase Agreement and the Common Warrants do not purport to be complete and are qualified in their entirety by the full text of the form of Purchase Agreement and the form of the Common Warrant, which are attached hereto as Exhibits 10.1 and 4.1, respectively.

In addition, the Company granted the Purchasers of the Shares and Common Warrants customary registration rights with respect to the shares of common stock and shares of common stock underlying the Common Warrants.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 regarding the issuance of the shares of Common Stock is hereby incorporated herein by reference.

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