Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Aspira Women's Health Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
04537Y109
(CUSIP Number)
Tino Hans Schuler
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
(224) 880-1210
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No: 04537Y109
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Tino Hans Schuler
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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| 8,571,237 |
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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8,571,237
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 8,571,237 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.3% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1. This percentage is based on a total of 103,675,090 Shares (as defined herein) outstanding, which is the sum of (i) 100,525,090 Shares outstanding as of June 29, 2020, as disclosed in
the July 2020 Purchase Agreement (as defined and described in Item 4 herein) and (ii) 3,150,000 Shares issued pursuant to the July 2020 Purchase Agreement.
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SCHEDULE 13D
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CUSIP No: 04537Y109
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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Tino Hans Schuler Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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6,570,859
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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6,570,859
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,570,859
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1. This percentage is based on a total of 103,675,090 Shares outstanding, which is the sum of (i) 100,525,090 Shares outstanding as of June 29, 2020, as disclosed in the July 2020
Purchase Agreement and (ii) 3,150,000 Shares issued pursuant to the July 2020 Purchase Agreement.
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SCHEDULE 13D
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CUSIP No: 04537Y109
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Page 4 of 6 Pages
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| Item 1. |
Security and Issuer
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Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 12 to Schedule 13D (“Amendment No. 12”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed
with the U.S. Securities and Exchange Commission (the “SEC”) on May 23, 2013, (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed on December 29, 2014, Amendment No. 2 filed on February 11, 2015, Amendment No. 3 filed on March 23,
2015, Amendment No. 4 filed on April 28, 2015, Amendment No. 5 filed on July 21, 2015, Amendment No. 6 filed on February 2, 2017, and Amendment No. 7 filed on September 5, 2017, Amendment No. 8 filed on April 19, 2018, Amendment No. 9 filed on June 25, 2018, Amendment No. 10 filed on July 02, 2019, and Amendment No. 11 filed on June 12, 2020
(collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Aspira Women's Health Inc. (the “Issuer”), whose principal executive offices are located at 12117 Bee Caves Road, Building
Three, Suite 100, Austin, Texas 78738.
| Item 3. |
Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
A total of $888,888 was paid by the Tino Schuler Entities to acquire the Shares acquired by the Reporting Persons in connection with the July 2020
Purchase Agreement, representing an exercise price of $3.50 per Share. Specifically (i) the Tino Trust paid $555,555.00 to acquire 158,730 Shares; (ii) the Schuler Descendants Trust paid $166,666.50 to acquire 47,619 Shares; and (iii) the JS
Grandchildren Trust paid $166,666.50 to acquire 47,619 Shares. The funds used to make these purchases were personal funds of Jack W. Schuler
that had been entrusted to the Tino Schuler Entities.
| Item 4. |
Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On July 1, 2020, the Tino Trust, the Schuler Descendants Trust, and the JS Grandchildren Trust,
along with other individuals and entities, (collectively, the “Investors”) entered into a Securities Purchase Agreement (the “July 2020 Purchase Agreement”) with the Issuer. Pursuant to the terms of the July 2020 Purchase Agreement, the Issuer agreed to sell to the Investors, an aggregate of 3,150,000 Shares for the price of $3.50 per Share. The Tino
Trust agreed to purchase 158,730 Shares, the Schuler Descendants Trust agreed to purchase 47,619 Shares, and the JS Grandchildren
Trust agreed to purchase 47,619 Shares under the July 2020 Purchase Agreement.
The
July 2020 Purchase Agreement contains customary terms regarding, among other things, representations and warranties and indemnification. Additionally, under the July 2020 Purchase Agreement, the Issuer grants certain
registration rights to the Investors. The Issuer agreed to use commercially reasonable efforts to file no later than 60 days after the closing date (the “Filing Date”) a registration statement covering the resale of the Shares
issued under the July 2020 Purchase Agreement (“Registrable Shares”) and to effect the registration as promptly as practicable but in any event prior to the date which is 90 days after the Filing Date. With certain exceptions, the Issuer is obligated to keep
the registration statement effective until the earlier of (A) two years from the closing date, (B) the date by which all of the Registrable Shares may be sold without restrictions applicable to affiliates under Rule 144 under
the Securities Act of 1933, as amended, or (C) the date on which all of the Registrable Shares are sold.
The description and summary of the July 2020 Purchase Agreement set forth above in this Item 4 does
not purport to be complete and is qualified in its entirety by reference to the full text of the July 2020 Purchase Agreement, which is included as Exhibit 19 to this Amendment No. 12 and is incorporated herein by reference.
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SCHEDULE 13D
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CUSIP No: 04537Y109
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Page 5 of 6 Pages
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| Item 5. |
Interest in Securities of the Issuer
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Item 5 (a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:
(a, b) As of the date hereof, Tino Schuler may be deemed to beneficially own 8,571,237 Shares,
representing approximately 8.3% of the Shares outstanding. This amount consists of: (i) 6,570,859 Shares held by the Tino Trust; (ii) 1,000,190 Shares held by the Schuler Descendants Trust; (iii) 1,000,188 Shares held by the JS Grandchildren Trust.
As of the date hereof, the Tino Trust may be deemed to beneficially own 6,570,859 Shares,
representing approximately 6.3% of the Shares outstanding.
The foregoing beneficial ownership percentages are based on a total of 103,675,090 Shares
outstanding, which is the sum of (i) 100,525,090 Shares outstanding as of June 29, 2020, as disclosed in the July 2020 Purchase Agreement and (ii) 3,150,000 Shares issued pursuant to the July 2020 Purchase Agreement.
As sole trustee of the Tino Trust, Tino Schuler and the Tino Trust share the power to vote or to
direct the vote, and the power to dispose or to direct the disposition of, the Sh
ares held by the Tino Trust. As co-trustee of the Grandchildren Trust and Descendants Trust, Tino Schuler shares with such entity and the other trustees the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the
Shares held by the respective entity.
(c) Other than the purchase pursuant to the July 2020 Purchase Agreement, described in Item 3 and
Item 4 of this Amendment No. 12, no transactions in the Shares have been effected by the Reporting Persons since Amendment No. 11 was filed by the Reporting Persons on June 12, 2020.
| Item 6. |
Interest in Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended
and supplemented as follows:
The response set forth in Item 4 of this Amendment No. 12 is incorporated herein by
reference.
| Item 7. |
Interest in Securities of the Issuer
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Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 19: Securities Purchase Agreement, dated July 1, 2020, by and among the Issuer and the Investors
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SCHEDULE 13D
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CUSIP No: 04537Y109
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Page 6 of 6 Pages
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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.
| Tino Hans Schuler | |||
| /s/ Tino Hans Schuler | |||
| Tino Hans Schuler Trust | |||
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/s/ Tino Hans Schuler
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Name: Tino Hans Schuler
Title: Trustee
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July 6, 2020
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).