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UPLOAD Filing

Aspira Women's Health Inc.
Date: April 22, 2025 · CIK: 0000926617 · Accession: 0000000000-25-004262

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File numbers found in text: 333-286561

Date
April 22, 2025
Author
Division of
Form
UPLOAD
Company
Aspira Women's Health Inc.

Letter

Re: Aspira Women's Health Inc. Registration Statement on Form S-1 Filed April 16, 2025 File No. 333-286561 Dear Michael Buhle:

April 22, 2025

Michael Buhle Chief Executive Officer and Chief Commercial Officer Aspira Women's Health Inc. 12117 Bee Caves Road, Building III, Suite 100 Austin, TX 78738

We have conducted a limited review of your registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 Cover Page

1. We note your disclosure on the cover page that this prospectus relates to the resale of 345,988 shares of common stock and "up to $2,000,000 of shares of [c]ommon [s]tock, by Triton Funds LP[.]" Please revise the cover page to reflect the volume of shares associated with the "up to $2,000,000 of shares of common stock" being registered in this offering. Selling Stockholder, page 18

2. Please revise this section to reflect the total number of shares being registered pursuant to the Purchase Agreement, including the $2,000,000 of shares identified on the cover page. April 22, 2025 Page 2

General

3. We note the disclosure in your Current Report on Form 8-K, filed April 16, 2025, that you received written notice from The Nasdaq Stock Market indicating that the Nasdaq Hearings Panel determined to delist your common shares from Nasdaq. Please update your cover page to disclose where your common shares are listed or quoted. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Joshua Gorsky at 202-551-7836 or Joe McCann at 202-551-6262 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Emily A. Mastoloni, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 April 22, 2025

Michael Buhle
Chief Executive Officer and Chief Commercial Officer
Aspira Women's Health Inc.
12117 Bee Caves Road, Building III, Suite 100
Austin, TX 78738

 Re: Aspira Women's Health Inc.
 Registration Statement on Form S-1
 Filed April 16, 2025
 File No. 333-286561
Dear Michael Buhle:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1. We note your disclosure on the cover page that this prospectus relates
to the resale of
 345,988 shares of common stock and "up to $2,000,000 of shares of
[c]ommon
 [s]tock, by Triton Funds LP[.]" Please revise the cover page to reflect
the volume of
 shares associated with the "up to $2,000,000 of shares of common stock"
being
 registered in this offering.
Selling Stockholder, page 18

2. Please revise this section to reflect the total number of shares being
registered
 pursuant to the Purchase Agreement, including the $2,000,000 of shares
identified on
 the cover page.
 April 22, 2025
Page 2

General

3. We note the disclosure in your Current Report on Form 8-K, filed April
16, 2025, that
 you received written notice from The Nasdaq Stock Market indicating that
the Nasdaq
 Hearings Panel determined to delist your common shares from Nasdaq.
Please update
 your cover page to disclose where your common shares are listed or
quoted.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Joshua Gorsky at 202-551-7836 or Joe McCann at
202-551-6262 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Emily A. Mastoloni, Esq.
</TEXT>
</DOCUMENT>