UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRENGEMENTS OF CERTAIN OFFICERS.
On January 19, 2024, Aware, Inc. (the “Company”) commenced a stock option exchange program pursuant to which eligible participants (the “Eligible Participants), which primarily consisted of the Company’s executive officers and senior management, were able to exchange eligible stock options (the “Eligible Options”) for replacement stock options with modified terms (the “New Options”) pursuant to the Offer to Exchange Certain Outstanding Stock Options for New Options Under Aware’s 2023 Equity and Incentive Plan, dated January 19, 2024 (the “Offer to Exchange”). The Company’s non-employee directors do not hold any outstanding options, and were thus not eligible to participate in the Exchange Offer.
The Exchange Offer expired at 11:59 p.m., New York City Time, on February 20, 2024. Pursuant to the Exchange Offer, 9 Eligible Participants elected to exchange Eligible Options, and the Company accepted for cancellation Eligible Options to purchase an aggregate of 2,180,000 shares of the Company’s common stock (“Common Stock”), representing approximately 96% of the total shares of Common Stock underlying the Eligible Options. Following the expiration of the Exchange Offer, on February 20, 2024, the Company granted New Options to purchase 933,073 shares of Common Stock, pursuant to the terms of the Exchange Offer and the Company’s 2023 Equity and Incentive Plan.
The following table shows the number of Eligible Options surrendered by each of the Company’s executive officers and the corresponding grant of New Options in accordance with the terms of the Exchange Offer:
Name |
Title |
Shares Underlying All Eligible Options |
Weighted Average Exercise Price ($) |
New Options Granted |
Percentage of All Eligible Options |
Robert A. Eckel |
Chief Executive Officer & President |
1,450,000 |
4.91 |
619,000 |
27.4% |
Mohamed Lazzouni |
Chief Technology Officer |
375,000 |
4.98 |
157,873 |
7.0% |
David K. Traverse |
Principal Financial Officer |
100,000 |
4.73 |
44,000 |
1.9% |
The exercise price per share of the New Options granted pursuant to the Exchange Offer is $2.21 per share. Each New Option will vest and become exercisable, with respect to 50% of the shares of common stock underlying such New Option on the first anniversary of the grant date and, with respect to the remaining shares of common stock underlying such New Option, in twelve equal monthly installments thereafter, subject to the continuous service of the Eligible Participant. The other terms and conditions of the New Options will be governed by the terms and conditions of the Aware, Inc. 2023 Equity and Incentive Plan (the “2023 Plan”) and the nonstatutory stock option agreements entered into thereunder. The 2023 Plan and the form of nonstatutory stock option agreement have been previously filed by the Company with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AWARE, INC. |
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Dated: February 22, 2024 |
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By: |
/s/ David K. Traverse
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David K. Traverse |
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Principal Financial Officer |
Document and Entity Information |
Feb. 20, 2024 |
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| Cover [Abstract] | |
| Entity Registrant Name | AWARE, INC. |
| Amendment Flag | false |
| Entity Central Index Key | 0001015739 |
| Document Type | 8-K |
| Document Period End Date | Feb. 20, 2024 |
| Entity Incorporation State Country Code | MA |
| Entity File Number | 000-21129 |
| Entity Tax Identification Number | 04-2911026 |
| Entity Address, Address Line One | 76 Blanchard Road |
| Entity Address, City or Town | Burlington |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01803 |
| City Area Code | (781) |
| Local Phone Number | 687-0300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $.01 per share |
| Trading Symbol | AWRE |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |