Financial Analysis

NOTE 7: COMMITMENTS, CONTINGENCIES AND DEBT Convertible Notes On March 5, 2025, the Company entered into a securities purchase agreement with certain existing accredited shareholders (the Purchasers) for the issuance and sale in a private placement of an aggregate gross principal amount of $1,365,500 in the form of Convertible Notes (the March 2025 Convertible Notes). The Company incurred third-party issuance costs of $50,000 in connection with the March 2025 Convertible Notes which were expensed within general and administrative expenses on its unaudited condensed consolidated statement of operations for the year ended December 31, 2025. The March 2025 Convertible Notes were convertible into Units at a conversion price of $0.25 per Unit (the Conversion Price), with each Unit consisting of one share of common stock and 2.25 warrants (the March 2025 Warrants) to purchase shares of common stock. The Company elected to measure the March 2025 Convertible Notes using the fair value option under ASC 825 because the warrants issuable upon conversion of the March 2025 Convertible Notes are not indexed to the Companys stock. They include a variable exercise price that violates the fixed-for-fixed concept under ASC 815. Further, as the March 2025 Convertible Notes were issued at par (gross cash proceeds equaled the principal of the March 2025 Convertible Notes), the March 2025 Convertible Notes were not issued at a substantial premium and are eligible for the fair value option under AS …

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NOTE 3: STRATEGIC ALLIANCE WITH QUEST DIAGNOSTICS INCORPORATED In March 2015, the Company reached an agreement with Quest Diagnostics Incorporated (Quest Diagnostics). Pursuant to this agreement, all Ova1 U.S. testing services for Quest Diagnostics customers were transferred to Aspiras wholly-owned subsidiary, Aspira Labs, as of August 2015. Pursuant to this agreement, as amended as of July 18, 2025, Quest Diagnostics has continued to provide blood draw and logistics support by transporting specimens to Aspira Labs for testing and is billed by Quest Diagnostics for services performed. The purpose of the 2025 amendment was to add OvaWatch to the U.S testing services for Quest Diagnostics customers and to extend the term of the agreement from December 31, 2023 to December 31, 2025. Under the terms of the agreement, as amended, the Company is required to pay a monthly fee of $2,000 for the services of a part-time Quest Diagnostics project manager. As the contract has expired, the parties are currently negotiating a renewal agreement. As of December 31, 2025, the Company has $46,000 accrued and payable to Quest Diagnostics for phlebotomy services rendered on behalf of the Company under the terms of the agreements. …

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NOTE 10: EMPLOYEE SHARE BASED COMPENSATION AND BENEFIT PLANS 2010 Stock Incentive Plan The Companys employees, directors, and consultants were eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan, which was replaced by the 2019 Plan (as defined below) with respect to future equity grants. As of December 31, 2025, there were no shares of Aspira common stock available for future grants under the 2010 Plan. As of December 31, 2025, a total of 13,442 shares were reserved for issuance with respect to outstanding stock options. 2019 Stock Incentive Plan At the Companys 2019 annual meeting of stockholders, the Companys stockholders approved the Vermillion, Inc. 2019 Stock Incentive Plan, which was later amended to the Aspira Womens Health Inc. (the 2019 Plan). The purposes of the 2019 Plan are (i) to align the interests of the Companys stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Companys growth and success; (ii) to advance the interests of the Company by attracting and retaining non-employee directors, officers, other employees, consultants, independent contractors and agents; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. The 2019 Plan allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to participants. Sub …

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NOTE 11: INCOME TAXES There was no current income tax expense or benefit for the years ended December 31, 2025 or 2024 because of net losses during those years. These net losses were generated from domestic operations. Loss from continuing operations before income taxes for the years ended December 31, 2025 and 2024 were $12,780,000 and $13,094,000, respectively. Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets at December 31, 2025 and 2024. Therefore, there was no deferred income tax expense or benefit for the years ended December 31, 2025 or 2024. The components of net deferred tax assets at December 31, 2025 and 2024 were as follows: Year Ended December 31, (in thousands) 2025 2024 Deferred tax assets: Net operating losses $ 31,076 $ 55,899 Capitalized research expenses 2,298 3,120 Fixed asset depreciation 427 477 Other 457 585 ASC 842 Right of Use Liability 286 300 Total deferred tax assets 34,544 60,381 Valuation allowance (34,311) (60,096) Deferred tax assets $ 233 $ 285 Deferred tax liabilities: ASC 842 Right of Use Asset $ (233) $ (285) Deferred tax liabilities $ (233) $ (285) Net deferred tax assets $ - $ - Due to uncertainties surrounding the Companys ability to generate future taxable income to realize these assets, a full valuation allowance has been established …

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NOTE 12: RELATED PARTY TRANSACTIONS On December 1, 2023, the Company entered into a consulting agreement with Biodesix, Inc. (the Biodesix Agreement) to assist with our miRNA product pipeline. Jack Schuler, a beneficial owner of more than 10% of the Companys stock, is also a beneficial owner of more than 10% of the stock of Biodesix, Inc. Since the inception of the Biodesix Agreement, the Company has recorded $125,000 in costs under the Biodesix Agreement as research and development expense in its consolidated financial statement of operations. As of December 31, 2025 and 2024, the Company had $0 and $53,000, respectively, recorded as a current liability for Biodesix, Inc. in its consolidated balance sheet. …

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NOTE 8: COMMON STOCK 2023 Equity Line of Credit On March 28, 2023, the Company entered into a purchase agreement (the 2023 Equity Line of Credit Agreement) with Lincoln Park Capital Fund, LLC (Lincoln Park) and a registration rights agreement (the LPC Registration Rights Agreement), pursuant to which the Company has the right, in its sole discretion, to sell to Lincoln Park shares of the Companys common stock, par value $0.001 per share (the Common Stock), having an aggregate value of up to $10,000,000 (the Purchase Shares), subject to certain limitations and conditions set forth in the 2023 Equity Line of Credit Agreement. The Company will control the timing and amount of any sales of Purchase Shares to Lincoln Park pursuant to the 2023 Equity Line of Credit Agreement. During the year ended December 31, 2025, no shares were sold under the 2023 Equity Line of Credit Agreement. During the year ended December 31, 2024, the Company sold 949,574 shares under the 2023 Equity Line of Credit Agreement for gross proceeds of approximately $1,900,000. Over the life of the 2023 Equity Line of Credit Agreement through December 31, 2025, the Company sold 1,310,517 shares for gross proceeds of approximately $3,078,000. The Company incurred approximately $326,000 of costs related to the execution of the 2023 Equity Line of Credit Agreement, all of which are reflected in the consolidated financial statements. The Company incurred approximately $0 and $249,000 for legal fees during the year e …

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NOTE 13: SUBSEQUENT EVENTS Subsequent to December 31, 2025 and through the date of this filing, the Company sold 20,000 shares under the 2025 Lincoln Park Agreement for gross proceeds of approximately $6,000. As of the date of issuance, total gross proceeds to the Company over the life of the 2025 Lincoln Park Agreement is $6,000 and the value of the remaining availability was approximately $9,994,000 that could be sold to Lincoln Park under the 2025 Lincoln Park Agreement, subject to the terms of the 2025 Lincoln Park Agreement. On January 30, 2026, the Company entered into a Subordinated Business Loan and Security Agreement (the Subordinated Loan Agreement) with Agile Lending, LLC, as lead lender, and Agile Capital Funding, LLC, as collateral agent, pursuant to which the Lenders (as such term is defined in the Subordinated Loan Agreement) agreed to make a secured term loan to the Company and certain subsidiary co-borrowers. The term loan is evidenced by a Subordinated Secured Promissory Note (the Promissory Note), which was issued in the principal amount of $1,050,000, will include interest charges of $441,000, and is scheduled to mature on August 26, 2026. The Promissory Note is expressly subordinated in right of payment to all Senior Indebtedness, as described in the Promissory Note. The collateral agent is authorized to take actions to perfect the security interests; however, the Subordinated Loan Agreement provides that a financing statement may be filed only upon an ev …

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5. COMMITMENTS AND CONTINGENCIES, AND DEBT Convertible Notes On March 5, 2025, the Company entered into a securities purchase agreement with certain existing accredited shareholders (the Purchasers) for the issuance and sale in a private placement (the March 2025 Private Placement) of an aggregate gross principal amount of $1,365,500 in the form of Convertible Notes. The Company incurred third-party issuance costs of $50,000 in connection with the March 2025 Private Placement which were expensed within general and administrative expenses on its unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025. The Convertible Notes were convertible into Units at a conversion price of $0.25 per Unit (the Conversion Price), with each Unit consisting of one share of common stock and 2.25 warrants to purchase shares of common stock. The Company elected to measure the Convertible Notes using the fair value option under ASC 825 because the warrants issuable upon conversion of the Convertible Notes are not indexed to the Companys stock. They included a variable exercise price that did not meet the fixed-for-fixed concept under ASC 815. Further, as the Convertible Notes were issued at par (gross cash proceeds equaled the principal of the Convertible Notes), the Convertible Notes were not issued at a substantial premium and were eligible for the fair value option under ASC 825. The Convertible Notes were issued at a discount. This resulted in the fa …

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2. FAIR VALUE MEASUREMENTS Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, and accounts payable are considered Level 1 due to their short-term nature and their market interest rates. The Company recorded warrants in connection with a public offering in 2022 (the 2022 Warrants) in warrant liabilities. As discussed in Note 6 to the unaudited condensed consolidated financial statements, in connection with a registered direct offering in 2024, the Company amended certain of the 2022 Warrants to purchase up to an aggregate of 366,664 shares of common stock (the 2022 Modified Warrants). The terms of the remaining 433,321 of the 2022 Warrants were unchanged (the 2022 Unmodified Warrants). In August 2024, 311,111 of the 2022 Modified Warrants were further modified as part of a warrant inducement agreement. These warrants were exercised at a reduced price of $1.25. The fair value of the 2022 Warrants as of September 30, 2025 and December 31, 2024 was approximately $66,000 and $60,000, respectively. The fair value of the 2022 Warrants was estimated using Black-Scholes pricing model based on the following assumptions: September 30, 2025 December 31, 2024 Unmodified Modified Unmodified Modified Warrants Warrants Warrants Warrants Dividend yield - % - % - % - % Volatility 162.3 % 145.1 % 111.3 % 103.6 % Risk-free interest rate 3.61 % 3.65 % 4.22 % 4.28 % Expected lives (years) 1.89 3.33 2.64 4.07 Weighted average fair value $ 0.117 $ 0.281 $ 0.101 $ 0.1 …

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Recent Accounting Pronouncements Standards Adopted In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03) to clarify guidance in Topic 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and also requires specific disclosures related to an equity security. ASU 2022-03 was effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2022-03 on January 1, 2025. The adoption of this standard did not have a material impact on the Companys consolidated results of operations, financial position, or cash flows. In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-01) . ASU 2023-01 clarified the accounting for leasehold improvements for leases under common control. The guidance is scheduled to be effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. ASU 2023-01 was adopted by the Company on January 1, 2025. The adoption of this standard did not have a material impact on the Companys consolidated results of operations, financial position, or cash flows. In October 2023, the FASB issued ASU No. 2023-06, D isclosure Improvements: Codification Amendments in Response to the SECs Disclosure Upda …

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9: RELATED PARTY TRANSACTIONS On December 1, 2023, the Company entered into a consulting agreement with Biodesix, Inc. (the Biodesix Agreement) to assist with our miRNA product pipeline. Jack Schuler, a beneficial owner of more than 5% of the Companys stock, is also a beneficial owner of more than 10% of the stock of Biodesix, Inc. Since the inception of the Biodesix Agreement, the Company has recorded $125,000 in costs under the Biodesix Agreement as research and development expense in our consolidated financial statement of operations. As of September 30, 2025, the Company had no current liabilities recorded on its unaudited condensed consolidated balance sheet for Biodesix. On March 5, 2025, the Company entered into the March 2025 Private Placement with the Purchasers for the issuance and sale of Convertible Notes. The Convertible Notes, including interest accrued, were converted into units consisting of one share of common stock and 2.25 warrants on March 12, 2025. The Purchasers are entitled to nominate three representatives on the Companys board of directors until the earlier of (i) both (a) three (3) years from the date of the Amendment and (b) one (1) year after the common stock of the Company has been listed on a national securities exchange, or (ii) the date on which the Purchasers, on an aggregate basis, hold less than fifty percent (50%) of the Amended March 2025 Warrants. Two of the of the three bord members have been appointed. On April 2, 2025, the Board of Dir …

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