SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)
|
Aspira Women's Health Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
04537Y208 (CUSIP Number) |
Jack W. Schuler PO Box 531, Lake Bluff, IL, 60044 (520) 906-2991 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/17/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
CUSIP No. | 04537Y208 |
1 |
Name of reporting person
SCHULER JACK W | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,830,365.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 04537Y208 |
1 |
Name of reporting person
Jack W. Schuler Living Trust | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
ILLINOIS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,823,829.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
Item 1. | Security and Issuer |
(a) | Title of Class of Securities:
Common Stock, $0.001 par value |
(b) | Name of Issuer:
Aspira Women's Health Inc. |
(c) | Address of Issuer's Principal Executive Offices:
12117 BEE CAVES ROAD BUILDING THREE, Suite 100, Austin,
TEXAS
, 78738. |
Item 4. | Purpose of Transaction |
This Amendment No. 18 to Schedule 13D (this "Amendment") hereby amends and supplements Item 4 by adding the following thereto: "The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4. On September 17, 2025, the Trust purchased from the Issuer the Common Stock and September 2025 Warrants pursuant to the September 2025 Purchase Agreement (in each case as defined and further described in Item 6 below)." | |
Item 5. | Interest in Securities of the Issuer |
(a) | This Amendment hereby amends and restates Item 5(a) in its entirety as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each of Mr. Schuler and the Trust is incorporated herein by reference. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 35,655,918 Shares outstanding as of August 8, 2025, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 13, 2025 plus the 6,550,000 shares of Common Stock sold pursuant to the September 2025 Purchase Agreement for a total of 42,205,918 Shares outstanding." |
(b) | This Amendment hereby amends and restates Item 5(b) in its entirety as follows: "The information set forth in Rows 7 through 13 of the cover page hereto for each of Mr. Schuler and the Trust is incorporated herein by reference." |
(c) | This Amendment hereby amends and restates Item 5(c) in its entirety as follows: "Neither Mr. Schuler nor the Trust has effected any transactions in the Shares during the 60 days prior to the date hereof." |
(d) | This Amendment hereby amends and restates Item 5(d) in its entirety as follows: "The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by it and the Shares that it has the right to acquire upon the exercise of 2022 Warrants, January 2024 Warrants, February 2025 Warrants and September 2025 Warrants. Mr. Schuler is the sole trustee of the Trust." |
(e) | This Amendment hereby amends and restates Item 5(d) in its entirety as follows:
"Not applicable." |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
This Amendment hereby amends and supplements Item 6 by adding the following thereto:
"The disclosure set forth in Items 4 and 5 above is hereby incorporated by reference in this Item 6.
September 2025 Purchase Agreement and Common Stock and September 2025 Warrant
On September 16, 2025, the Trust entered into a Securities Purchase Agreement, dated as of such date, among the Issuer, the Trust, and the other purchasers party thereto (the "September 2025 Purchase Agreement"), pursuant to which the Trust purchased from the Issuer the Common Stock and September 2025 Warrant (as defined below). The September 2025 Purchase Agreement contained customary terms and conditions.
The foregoing description of the September 2025 Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form thereof attached hereto as Exhibit 16, which exhibit is hereby incorporated herein by reference.
On September 16, 2025, pursuant to the September 2025 Purchase Agreement, the Trust purchased from the Issuer 1,111,111 shares of Common Stock (the "Common Stock") and a warrant to purchase 833,333 shares of Common Stock (the "September 2025 Warrant"). The September 2025 Warrant is exercisable at $0.75 per share for five (5) years from the date of issuance.
The foregoing description of the September 2025 Warrant does not purport to be complete and is qualified in its entirety by reference to the form thereof attached hereto as Exhibit 17, which exhibit is hereby incorporated herein by reference." | |
Item 7. | Material to be Filed as Exhibits. |
This Amendment hereby amends and supplements Item 7 by adding the following thereto:
"There is filed herewith as Exhibit 16 the form of September 2025 Purchase Agreement.
There is filed herewith as Exhibit 17 the form of September 2025 Warrant." |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|