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.
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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. 11)*
Aspira Women's Health Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
04537Y109
(CUSIP Number)
Tanya Schuler Sharman
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)
June 9, 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 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Tanya Schuler Sharman
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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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7,364,700
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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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| 7,364,700 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 7,364,700 |
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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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7.4% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1. This percentage is based on a total of 100,188,228 Shares (as defined herein) outstanding, which is the sum of (i) 97,377,890 Shares outstanding as of April 30, 2020, as disclosed in the Issuer’s Form 10-Q, filed with the SEC (as defined herein) on May 14, 2020 and (ii) 2,810,338 Shares issued by the Issuer on June 9, 2020 in connection with the exercise of warrants, as disclosed in the Issuer’s Form 8-K, filed with the SEC on June 10, 2020.
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SCHEDULE 13D
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CUSIP No: 04537Y109
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Tanya Eva 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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6,412,129
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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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6,412,129
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,412,129
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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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6.4% (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 100,188,228 Shares outstanding, which is the sum of (i) 97,377,890 Shares outstanding as of April 30, 2020, as disclosed in
the Issuer’s Form 10-Q, filed with the SEC on May 14, 2020 and (ii) 2,810,338 Shares issued by the Issuer on June 9, 2020 in connection with the exercise of warrants, as disclosed in the Issuer’s Form 8-K, filed with the SEC on June 10, 2020.
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SCHEDULE 13D
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Page 4 of 7 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. 11 to Schedule 13D (“Amendment No. 11”) 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, and Amendment No. 10 filed on July 02, 2019 (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 2. |
Identity and Background
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Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
(a-c,f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting
Persons”):
i. Tanya Schuler Sharman (“Tanya Sharman”)
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
ii. Tanya Eva Schuler Trust (the “Tanya Trust”)
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
Tanya Sharman is a citizen of the United States, and principally engaged in the business of serving as a
co-founder of the Schuler Scholar Program. Tanya Sharman serves as a co-trustee of the Schuler Descendants Trust and, effective November
11, 2019, Tanya Sharman replaced H. George Schuler as sole trustee to the Tanya Trust, an irrevocable family trust established for the benefit
of Tanya Sharman, and organized under the laws of the State of Illinois. In such capacities, Tanya Sharman may be deemed to beneficially own the Shares held by the Tanya Trust and the Schuler Descendants Trust (the “Tanya Sharman
Entities”). Pursuant to Rule 13d-4 under the Act, the Reporting Persons disclaim beneficial ownership over the Shares held by the Schuler Descendants Trust and the filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of the Shares held by the Schuler Descendants Trust.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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SCHEDULE 13D
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Page 5 of 7 Pages
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| 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 $985,694.40 was paid to acquire
the Shares acquired by the Reporting Persons upon exercise of the Warrants (as defined in Amendment No. 8), representing an exercise price of $1.80 per Share. Specifically: (i) the Tanya Trust paid $657,129.60 to acquire 365,072 Shares; and (ii) the Schuler Descendants Trust paid $328,564.80 to acquire 182,536 Shares. The funds used to make these purchases were personal funds
of Jack W. Schuler that had been entrusted to the Tanya Sharman Entities.
| Item 4. |
Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The response to Item 3 of this Amendment No. 11 is incorporated herein by
reference.
On June 1, 2020, following the 20th consecutive trading day for which the
closing price per Share as reported on the Nasdaq Stock Market exceeded the $1.80 exercise price of the Warrants, the Issuer sent a notice to the Warrant holders, including the Reporting Persons, accelerating the expiration date of the
Warrants, in accordance with the terms thereof. Pursuant to the terms of the Warrants, any portion of the Warrants not exercised prior to such accelerated expiration date would become void and of no value. Accordingly, by June 9, 2020,
each of the Tanya Trust and the Schuler Descendants Trust exercised its Warrants (365,072 Warrants by the Tanya Trust and 182,536 Warrants by the Sc
huler Descendants Trust), each at an exercise price of $1.80 per Share, and acquired an aggregate
of 547,608 Shares directly from the Issuer.
| Item 5. |
Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a, b) As of the date hereof, Tanya Sharman may be deemed to beneficially own 7,364,700 Shares, representing approximately 7.4% of the Shares outstanding. This amount
consists of: (i) 6,412,129 Shares held by the Tanya Trust; and (ii) 952,571 Shares held by the Schuler Descendants Trust.
As of the date hereof, the Tanya Trust may be deemed to beneficially own 6,412,129 Shares, representing approximately 6.4% of the Shares outstanding.
The foregoing beneficial ownership percentages are based on a total of 100,188,228 Shares outstanding, which is the sum of (i) 97,377,890 Shares outstanding as of April 30,
2020, as disclosed in the Issuer’s Form 10-Q, filed with the SEC on May 14, 2020 and (ii) 2,810,338 Shares issued by the Issuer on June 9, 2020 in connection with the exercise of warrants, as disclosed in the Issuer’s Form 8-K, filed with the SEC
on June 10, 2020.
As sole trustee of the Tanya Trust, Tanya Sharman and the Tanya Trust share 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 Tanya Trust. As co-trustee of the Schuler Descendants Trust, Tanya Sharman shares with the Schuler Descendants Trust 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 Schuler Descendants Trust.
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SCHEDULE 13D
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Page 6 of 7 Pages
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(c) Other than the Warrants exercised as described in Item 3 and Item 4 of this Amendment No. 11, no
transactions in the Shares have been effected by the Reporting Persons within the past 60 days.
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SCHEDULE 13D
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Page 7 of 7 Pages
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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.
| Tanya Schuler Sharman |
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| /s/ Tanya Schuler Sharman |
| Tanya Eva Schuler Trust | ||
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/s/ Tanya Schuler Sharman |
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| Name: Tanya Schuler Sharman | ||
| Title: Trustee |
June 16, 2020
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).